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EXHIBIT 10g(i)
AMENDMENT NO. 1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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This Agreement is made as of September 11, 2001 (the "Effective
Date") by and between Paul R. Kuhn ("I", "me", or "my") and
Kaman Corporation ("Kaman" or "the Company").
WITNESSETH:
WHEREAS, the Company and I have executed an employment agreement
dated August 2, 1999, as amended and restated on November 16,
1999; and
WHEREAS, the parties desire to continue the employment
relationship on the terms and conditions contained in this
Agreement;
NOW THEREFORE, in consideration of the mutual promises contained
in this Agreement, the Company and I agree as follows:
I. (a) I will abide by all of Kaman's rules and regulations
now or hereafter established and agree that the posting of any
such rules or regulations on the bulletin boards of the various
departments and/or as listed in any employee handbooks will
constitute personal notice thereof to me. I understand that no
statements made in any such publications or elsewhere shall
operate to change the terms and conditions of my employment as
described in this Agreement.
(b) I understand and agree that I may become aware of
certain secret and/or confidential information during the course
of my employment and such information includes, but is not
limited to, that pertaining to methods, processes, designs,
equipment, catalogues, computer disks, customer lists,
inventions, sales and operating procedures. I agree that all
tangible confidential information such as computer disks,
reports, customer lists, etc. are the sole property of Kaman and
I agree that upon termination of employment with Kaman, I will
return, on demand, any and all confidential information in my
possession. During and after my employment, I will disclose to
Kaman and will not divulge or appropriate to my own use or to
the use of others, including any other employer, any such
confidential information or knowledge obtained by me during such
employment, whether in tangible or intangible form, including,
but not limited to data, plans, decisions, methods, processes,
designs, equipment, catalogues, customer lists, inventions, and
sales and operating procedures.
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(c) Recognizing that, by virtue of my employment, I may
learn information, not generally available, concerning business
methods, customer lists or other trade secrets, I agree that
during my employment I will not, directly or indirectly, become
connected with, promote the interest of, or engage in any other
business or activity competing with the business to which my
employment relates within the geographical area in which the
business of the Company is conducted. I further agree that if
any court or arbitrator should find this covenant and agreement
against competition not to be reasonable as to the scope of
prohibited activities, then such portion of this covenant and
agreement held to be unreasonable shall be regarded as severable
and stricken from this Agreement, and such covenant and
agreement shall be of full force and effect for the activities
which are determined not to be unreasonable.
(d) I will treat as for Kaman's sole benefit, and fully and
promptly disclose and assign to Kaman without additional
compensation, all ideas, discoveries, inventions and
improvements, patentable or not, which, while I am employed, are
made, conceived or reduced to practice by me, alone or with
others, during or after usual working hours either on or off my
job, and which are related directly or indirectly to Kaman's
business or interest or which result from tasks assigned to me
by Kaman.
(e) I agree, at Kaman's expense, at any time during or
after my employment, to sign all papers and do such other acts
reasonably required of me to protect Kaman's rights to said
ideas, discoveries, inventions and improvements, including
applying for, obtaining and enforcing patents on said
discoveries, inventions, improvements in any and all countries.
(f) I represent that there are no agreements,
understandings or legal requirements applicable to me which
prohibit the execution of this Agreement or prohibit or
otherwise limit the performance of my obligations hereunder or
my duties as an employee of the Company nor will the execution
of this Agreement and the performance of my obligations or
duties result in a conflict of interest between me and any other
party.
II. I understand that, as an employee of Kaman, I owe a duty of
loyalty to Kaman. As part of this duty of loyalty, I will:
(a) avoid personal investment, interests or associations
which might interfere with the independent exercise of my
judgment on business related matters;
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(b) not, directly or through a member of my immediate
family or otherwise, accept any gratuitous payment, loan,
service, or other consideration of value from any party doing or
seeking to do business with Kaman;
(c) fully disclose all facts concerning services that I,
or any other person of whom I have knowledge, may have rendered
to any party competing, dealing, or seeking to deal with Kaman,
if it is required to determine if a conflict of interest
exists; and
(d) not buy or sell Kaman Corporation stock if I have
information about Kaman Corporation or any of its subsidiaries
that is not already available to the public nor will I tell
other people about any information of that kind. I understand
and acknowledge that Kaman's policies prohibit such behavior
and in many cases, it will be in violation of the securities
laws.
III. I understand and agree that my employment with Kaman is an
"at will" relationship and such employment and compensation can
be terminated, with or without cause, and with or without
notice, at any time, at the option of Kaman or me. I understand
that this Agreement can be changed only by a written document
signed by me and the President or other designated officer of
Kaman. No application, brochure, policy statement, procedure,
benefit plan, summary, work rules, employee handbook, or any
other written or oral communication between the Company and its
employees is intended to create an employment contract. I
understand and agree that as a condition of my "at will"
employment, if any disputes arise out of my termination of
employment with the Company that I will first seek to resolve
all such disputes by engaging in good faith discussions with
appropriate managerial personnel of the Company.
IV. (a) I understand that if my employment ends under any
circumstances (other than due to my willful refusal to perform
proper responsibilities of my position or a violation of law on
my part) after my Date of Hire (being August 2, 1999) and the
Change in Control Agreement dated August 2, 1999, as amended,
between Kaman and me is not applicable, that on my last day of
employment (the "Termination Date"), the Company will provide me
with:
1) a lump sum cash payment equal to two (2) times my then
current base annual salary rate (which rate cannot be less than
the salary rate for the most recently completed calendar year
prior to the Termination Date or the salary rate in effect as of
the Effective Date, whichever is higher);
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2) a lump sum cash payment equal to two (2) times my most
recent cash bonus payment; and the bonus for which I am eligible
due to my employment during the calendar year in which the
Termination Date occurs, with such bonus to be pro rated and
calculated in accordance with the Kaman Corporation Cash Bonus
Plan;
3) with regard to all restricted stock, stock appreciation
rights or stock option awards that I have received, (i) all
restrictions with respect to any restricted stock shall lapse,
and, (ii) at my election, to be made in writing on or before the
Termination Date, either (a) all stock appreciation rights and
stock options shall become fully vested and then canceled in
exchange for a cash payment equal to the excess of the fair
market value of the shares of Kaman Corporation stock subject to
the stock appreciation right or stock option on the Termination
Date over the exercise price(s) of such stock appreciation
rights or stock options, or (b) all stock appreciation rights
and stock options shall become fully vested and following the
Termination Date, I shall have the right to exercise such stock
appreciation right or stock options for the periods provided by
the Kaman Corporation 1993 Stock Incentive Plan, as amended,
with respect to an employee who has terminated employment; and
4) if my employment ends within two (2) years from my Date
of Hire, vesting credit under the Supplemental Employees
Retirement Plan (SERP) to achieve a total of eight (8) years of
Continuous and Credited Service (as defined in the Kaman
Corporation Employees' Pension Plan (the "Plan") to which the
SERP is supplemental) at that date which would have been my
normal retirement date (generally, attainment of age 65) had my
employment not ended. I understand that my benefit from the
plan will be due and payable at that normal retirement date;
5) my Company automobile. The book value then attributed
to it by the leasing company will be considered "fringe
benefit" income and that amount will be subject to tax during
the calendar year in which the Termination Date occurs;
6) reimbursement for COBRA premium payments for applicable
group medical/dental benefits until I accept employment
elsewhere, but in any event for not more than eighteen (18)
months; and
7) premium payments for one (1) year with regard to the
Mass Mutual group universal life insurance policy issued in my
name.
(b) In the event that the items described in Section IV (a)
are provided to me pursuant to this Agreement, I agree that for
a period of two (2) years following the Termination Date, I will
not, directly or indirectly, become connected with, promote the
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interest of, or engage in any other business or activity
competing with the business of the Company within the
geographical area in which the business of the Company is
conducted.
(c) Unless required otherwise by law or government
regulation, the parties will maintain the terms and conditions
of this Agreement in confidence.
V. This Agreement supersedes any previous agreements or
representations, oral or otherwise, express or implied, with
respect to the subject matter hereof which may exist between the
parties, except that both parties acknowledge the validity of
that certain Change in Control Agreement dated August 2, 1999,
as amended, between the parties. The validity, interpretation,
construction and performance of this Agreement shall be governed
by the laws of Connecticut. Any payments provided for hereunder
shall be paid net of any applicable withholding required under
federal, state or local law and any additional withholding to
which I have agreed.
In Witness Whereof, the parties have executed, or caused this
Agreement to be executed, on his or its behalf.
/s/ Paul R. Kuhn
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Signature of Employee
12/2/03
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Paul R. Kuhn
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Employee's Typed Name
Acknowledged and Agreed this 2nd day of
December, 2003.
Kaman Corporation
/s/ Robert M. Garneau
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By Robert M. Garneau
Its Executive Vice President and CFO
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