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EXHIBIT 10d
FIRST AMENDMENT
TO
KAMAN CORPORATION AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
THIS AMENDMENT made by Kaman Corporation for the purpose of
amending its Amended and Restated Deferred Compensation Plan,
WITNESSETH:
WHEREAS, by Written Plan Instrument dated November 12, 2002,
Kaman Corporation (hereinafter referred to as the "Corporation")
adopted an Amended and Restated Deferred Compensation Plan; and
WHEREAS, the Corporation reserved the right, in Section 8.2
thereof, to amend the Plan; and
WHEREAS, the Corporation now wishes to amend the Plan in the
particulars set forth below;
NOW, THEREFORE, the Corporation hereby amends the Plan as
follows:
1. Section 11.3 is amended to read as follows:
"11.3 Change in Control Defined. As used herein, the
term "Change in Control" means any of the following events:
(a) 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 Corporation representing 35% or more of the then
outstanding securities of the Corporation generally entitled
to vote in the election of directors of the Corporation (a
"Change in Ownership"), excluding any Person who becomes such
a Beneficial Owner in connection with a transaction described
in clause (i) of paragraph (b) 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 Corporation and
whose appointment or election was not approved by at least
two-thirds (2/3) of the directors of the Corporation in
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office immediately prior to any such contest) whose
appointment or election by the Board or nomination for
election by the Corporation's stockholders was approved or
recommended by a vote of at least two-thirds (2/3) of the
directors then in office; or
(b) there is consummated a Merger of the
Corporation with any other business entity, other than (i) a
Merger which would result in the securities of the
Corporation generally entitled to vote in the election of
directors of the Corporation 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 Corporation
or any Subsidiary of the Corporation, at least 65% of the
securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such Merger,
generally entitled to vote in the election of directors of
the Corporation 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 (ii) a Merger effected to implement a
recapitalization of the Corporation (or similar transaction)
in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Corporation
representing 35% or more of the then outstanding securities
of the Corporation generally entitled to vote in the election
of directors of the Corporation; or
(c) (i) the stockholders of the Corporation approve
a plan of complete liquidation or dissolution of the
Corporation or there is consummated the sale or disposition
by the Corporation of all or substantially all of the
Corporation's assets, other than a sale or disposition by the
Corporation of all or substantially all of the Corporation's
assets to an entity where the outstanding securities
generally entitled to vote in the election of directors of
the Corporation 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 (ii) a
disposition or divestiture by the Corporation or any
Subsidiary of the Corporation 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
(A) a sale of all or substantially all of the securities or
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all or substantially all of the assets of either Kaman
Aerospace Corporation or Kaman Industrial Technologies
Corporation, (B) 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 (C)
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 Corporation's stockholders.
(d) 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 (i) the Corporation or any
of its direct or indirect Subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit
plan of the Corporation, (iii) an underwriter temporarily
holding securities pursuant to an offering of such
securities, (iv) a corporation owned, directly or indirectly,
by the stockholders of the Corporation in substantially the
same proportions and with substantially the same voting
rights as their ownership and voting rights with respect to
the Corporation, (v) 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 in accordance with
the terms of that voting trust, provided no Change in Control
pursuant to paragraph (a) of this Section 11.3 has occurred,
(vi) the individuals referred to in the immediately preceding
subsection (v) solely with respect to their status as
Beneficial Owners of securities of the Corporation subject to
the Newgate Voting Trust, (vii) 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
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solicited by the Board, the right to vote all securities of
the Corporation generally entitled to vote in the election of
directors of the Corporation, of which he, any such holder of
his general power of attorney, or any such entity is the
Beneficial Owner, and (viii) the holder of a general power of
attorney and the attorneys-in-fact referred to in the
immediately preceding subsection (vii) solely with respect to
their status as Beneficial Owners of securities of the
Corporation because of their appointment as such.
(e) As used in this Section 11.3, the term
"Corporation" means Kaman Corporation.
(f) As used herein, the term "Merger" means a
merger, share exchange, consolidation or similar business
combination under applicable law.
(g) As used in this Section 11.3, 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."
2. Except as hereinabove modified and amended, the Amended
and Restated Deferred Compensation Plan shall remain in full force
and effect.
3. This First Amendment is effective as of November 1, 2003.
IN WITNESS WHEREOF, the Corporation has caused this First
Amendment to be executed on this 15th day of December, 2003.
WITNESS KAMAN CORPORATION
/s/ C.A. Clark By: /s/ Paul R. Kuhn
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Candace A. Clark Paul R. Kuhn
Its President
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