form8-k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 24, 2008 (September 23, 2008)


Kaman Corporation
(Exact Name of Registrant as Specified in Its Charter)


Connecticut
(State or Other Jurisdiction of Incorporation)

0-1093
  
06-0613548
(Commission File Number)
  
(IRS Employer Identification No.)
     
1332 Blue Hills Avenue, Bloomfield, Connecticut
  
06002
(Address of Principal Executive Offices)
  
(Zip Code)

(860) 243-7100
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Stock Incentive Award for Neal J. Keating

At its meeting on September 23, 2008 the Personnel & Compensation Committee of the Company’s Board of Directors approved a restricted stock award of 30,000 shares of Common Stock to Mr. Neal J. Keating, Chairman, Chief Executive Officer and President of the Company.  This award was made under the Company's 2003 Stock Incentive Plan (the "Plan") and recognizes Mr. Keating’s accomplishments during his first year of service and the fact that he will not be entitled to any benefit under the Long-Term Performance Award feature of the Plan until at least 2011.  Mr. Keating also received a restricted stock award for 20,000 shares of Common Stock in September 2007 upon employment commencement.

This restricted stock award is provided under the terms of the Plan.  Generally, restrictions will lapse at the rate of twenty percent per year, beginning one year after the grant date.  Lapsing of restrictions may be accelerated upon death, disability, retirement or upon termination of employment following a change in control event or in other termination of employment circumstances in accordance with Mr. Keating’s Employment Agreement and Change in Control Agreement.



 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
KAMAN CORPORATION
     
     
     
     
 
By:
/s/ Candace A. Clark
   
Candace A. Clark
   
Senior Vice President,
   
Chief Legal Officer and Secretary

Date: September 24, 2008




 
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