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EXHIBIT 10c
FIFTH AMENDMENT TO KAMAN CORPORATION
SUPPLEMENTAL EMPLOYEES' RETIREMENT PLAN
WHEREAS, Kaman Corporation ("Kaman" or the "Company")
established the Kaman Corporation Supplemental Employees'
Retirement Plan (originally known as the "Kaman Corporation Excess
Benefit Plan") (the "Plan" or "SERP") on April 30, 1976, effective
as of January 1, 1976, which has been amended from time to time
and, most recently, was restated in its entirety on January 1,
1994, and has been amended four times since; and
WHEREAS, Section 6 of the SERP permits the amendment of the
SERP at any time and from time to time; and
WHEREAS, Kaman desires to amend the SERP in certain respects
hereafter enumerated;
NOW THEREFORE, the SERP is hereby amended as follows:
1. The following new paragraph (e) is added to Section 4,
effective January 1, 2003:
"(e) Notwithstanding the foregoing provisions of this
Section 4, if the Participant makes the election described in this
paragraph (e), the benefit he (or his surviving spouse) is
entitled to under the Plan shall not be paid in the same form as
the payment made under the Pension Plan to which the payments
hereunder are supplemental, but instead the Company shall pay the
present value of said benefit under the Plan to the Participant
(or his surviving spouse) in a single lump sum as of the date
payments commence under the Pension Plan, and the Participant (or
his surviving spouse) shall not have any further rights hereunder.
The amount of the lump sum payment shall be determined based upon
the actuarial assumptions referenced in paragraph (a) of Section
9, as amended by the Fourth Amendment, and said amount shall be
the actuarially equivalent present value of the monthly payments
that would otherwise have been made hereunder in the form that
payments are to be made under the Pension Plan. Any such election
to receive the payment of benefits hereunder in a lump sum shall
be made upon such form or forms as are prescribed by the Committee
for such purpose. Any such election shall be allowed only if the
Participant is actively employed by the Company or subsidiary at
the time of the election, and must be received by the Committee at
least twelve (12) months in advance of the date the Participant
actually retires, dies, or otherwise terminates employment. This
lump sum election may be revoked, in which case payment shall be
in the same form as the payment made under the Pension Plan; and
subsequent lump sum elections and revocations thereof shall also
be permitted. However, any such revocation, subsequent election,
or subsequent revocation shall only be given effect if it is
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received by the Committee at least twelve (12) months in advance
of the date the Participant actually retires, dies, or otherwise
terminates employment."
2. Paragraph (c) of Section 6 is amended to read as follows:
"(c) As used herein, the term "Change in Control" means
any of the following events:
(i) any Person (as defined below) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Exchange Act"), a "Beneficial Owner"),
directly or indirectly, of securities of the Company representing
35% or more of the then outstanding securities of the Company
generally entitled to vote in the election of directors of the
Company (a "Change in Ownership"), excluding any Person who
becomes such a Beneficial Owner in connection with a transaction
described in clause (A) of subparagraph (ii) below; provided,
however, that a Change in Ownership shall not result in a Change
in Control unless within the two year period following the
particular Change in Ownership the following individuals cease for
any reason to constitute a majority of the number of directors
then serving: individuals who, immediately prior to the particular
Change in Ownership, constitute the Board and any new director
(other than a director whose initial assumption of office is a
result of an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of
directors of the Company and whose appointment or election was not
approved by at least two-thirds (2/3) of the directors of the
Company in office immediately prior to any such contest) whose
appointment or election by the Board or nomination for election by
the Company's stockholders was approved or recommended by a vote
of at least two-thirds (2/3) of the directors then in office; or
(ii) there is consummated a Merger of the Company
with any other business entity, other than (A) a Merger which
would result in the securities of the Company generally entitled
to vote in the election of directors of the Company outstanding
immediately prior to such Merger continuing to represent (either
by remaining outstanding or by being converted into such
securities of the surviving entity or any parent thereof), in
combination with the ownership of any trustee or other fiduciary
holding such securities under an employee benefit plan of the
Company or any Subsidiary of the Company, at least 65% of the
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such Merger, generally
entitled to vote in the election of directors of the Company or
such surviving entity or any parent thereof and, in the case of
such surviving entity or any parent thereof, of a class registered
under Section 12 of the Exchange Act, or (B) a Merger effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial
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Owner, directly or indirectly, of securities of the Company
representing 35% or more of the then outstanding securities of the
Company generally entitled to vote in the election of directors of
the Company; or
(iii) (A) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
there is consummated the sale or disposition by the Company of all
or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity where the outstanding securities
generally entitled to vote in the election of directors of the
Company immediately prior to the sale continue to represent
(either by remaining outstanding or by being converted into such
securities of the surviving entity or any parent thereof) 65% or
more of the outstanding securities of such entity generally
entitled to vote in the election of directors immediately after
such sale and of a class registered under Section 12 of the
Exchange Act, or (B) a disposition or divestiture by the Company
or any Subsidiary of the Company to any Person of either Kaman
Aerospace Corporation or Kaman Industrial Technologies
Corporation, including, without intending to limit the foregoing,
any such disposition or divestiture effected by (x) a sale of all
or substantially all of the securities or all or substantially all
of the assets of either Kaman Aerospace Corporation or Kaman
Industrial Technologies Corporation, (y) the Merger of either
Kaman Aerospace Corporation or Kaman Industrial Technologies
Corporation with or into any Person, other than a Merger which
would result in the voting securities of the Subsidiary party to
such Merger outstanding immediately prior to such Merger
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or
any parent thereof) at least 65% of the securities of such
Subsidiary or such surviving entity or any parent thereof
outstanding immediately after such Merger and generally entitled
to vote in the election of directors of the Subsidiary or such
surviving entity or parent thereof, or (z) a spin off, dividend or
other distribution of all or substantially all of the securities
or all or substantially all of the assets (or of the stock of a
business entity owning such securities or assets) of either Kaman
Aerospace Corporation or Kaman Industrial Technologies Corporation
to the Company's stockholders.
(iv) As used herein, the term "Person" shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (A) the Company or any of its direct
or indirect Subsidiaries, (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, (C) an
underwriter temporarily holding securities pursuant to an offering
of such securities, (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially
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the same proportions and with substantially the same voting rights
as their ownership and voting rights with respect to the Company,
(E) the voting trust established pursuant to a Voting Trust
Agreement dated August 14, 2000 between John C. Yavis, Jr., as
General Partner of Newgate Associates Limited Partnership and the
trustees named therein (the "Newgate Voting Trust"), provided that
the following individuals continue to constitute a majority of the
voting trustees of that voting trust: individuals serving as
trustees of the Newgate Voting Trust as of November 1, 2003 and
individuals designated by the Board of Directors of the Company in
accordance with the terms of that voting trust, provided no Change
in Control pursuant to subparagraph (c)(i) of this Section 6 has
occurred, (F) the individuals referred to in the immediately
preceding subsection (E) solely with respect to their status as
Beneficial Owners of securities of the Company subject to the
Newgate Voting Trust, (G) Charles H. Kaman, any individual to whom
he has directly granted a general power of attorney, or any entity
created or controlled by him, provided that he and/or any
attorneys-in-fact appointed directly by him possess and exercise,
in person or by proxy solicited by the Board, the right to vote
all securities of the Company generally entitled to vote in the
election of directors of the Company, of which he, any such holder
of his general power of attorney, or any such entity is the
Beneficial Owner, and (H) the holder of a general power of
attorney and the attorneys-in-fact referred to in the immediately
preceding subsection (G) solely with respect to their status as
Beneficial Owners of securities of the Company because of their
appointment as such.
(v) As used herein, the term "Merger" means a
merger, share exchange, consolidation or similar business
combination under applicable law.
(vi) As used herein, the term "Subsidiary" means
any corporation within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time, and
any successor Code, and related rules, regulations and
interpretations."
3. Part 1 of this Amendment is effective as of January 1,
2003. Part 2 of this Amendment is effective as of November 1,
2003.
EXCEPT AS AMENDED HEREIN, the terms of the SERP, as amended
and restated as of January 1, 1994, and as amended by a First
Amendment, a Second Amendment, a Third Amendment, and a Fourth
Amendment, are confirmed and remain unchanged.
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IN WITNESS WHEREOF, Kaman Corporation has caused this Fifth
Amendment to be executed on its behalf by its duly authorized
officer this 15th day of December, 2003.
KAMAN CORPORATION
By: /s/ Paul R. Kuhn
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Paul R. Kuhn
Its President
Attest:
/s/ Candace A. Clark
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Date: 12/15/03
674061
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