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): February 25, 2010 (February 23,
2010)
Kaman
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Connecticut
(State or
Other Jurisdiction of Incorporation)
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0-1093
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06-0613548
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1332
Blue Hills Avenue, Bloomfield, Connecticut
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06002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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
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Departure
Of Directors Or Certain Officers; Election Of Directors; Appointment Of
Certain Officers; Compensatory Arrangements Of Certain
Officers.
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Amendments to Executive
Employment Agreements and Change in Control Agreements for Neal J. Keating and
William C. Denninger
At its
February 23, 2010 meeting, the Kaman Corporation (the “Company”) Board of
Directors approved changes to the existing employment agreements and change in
control agreements for Neal J. Keating, its Chairman, President and Chief
Executive Officer and William C. Denninger, its Senior Vice President and Chief
Financial Officer. The changes provide the Company, with respect to each
officer, a right to recapture compensation (the “Recapture Amount” described
below) paid or received, or to be paid or received, by the officer relating to
Incentive Compensation (as described below) awards made on or after January 1,
2010 with respect to fiscal periods beginning with 2010 when there is a
Mandatory Restatement (as described below) of the Company’s financial statements
for fiscal 2010 or any year thereafter that arises directly from the fraudulent
or knowing, intentional misconduct of the officer.
Copies of
Amendment No. 1 to Executive Employment Agreement and Amendment No. 1 to Amended
and Restated Change in Control Agreement for Mr. Keating are attached hereto as
Exhibits 10.1 and 10.2, respectively. Copies of Amendment No. 1 to Executive
Employment Agreement and Amendment No. 1 to Change in Control Agreement for Mr.
Denninger are attached hereto as Exhibits 10.3 and 10.4, respectively. Each of
these agreements is incorporated herein by reference. The amendments are
identical for each of Mr. Keating and Mr. Denninger, except that Mr. Denninger’s
employment agreement amendment also corrects a scrivener’s error.
The
following summary of these amendments does not purport to be complete and is
subject to and qualified in its entirety by reference to the attached
agreements.
Amendment
No. 1 to Executive Employment Agreements
The
amendment provides that in the event there is a Mandatory Restatement of the
Company’s financial statements (for any fiscal period beginning with 2010) that
results directly from the officer’s fraudulent or knowing, intentional
misconduct, the officer will pay the Company the Recapture Amount, which is an
amount related to Incentive Compensation awards that are contingent upon
achievement of specified performance targets (rather than, for example, the
passage of time). A “Mandatory Restatement” is a restatement of the Company’s
financial statements which is required, in the good faith opinion of the
Company’s independent registered public accounting firm (the “Auditors”),
pursuant to generally accepted accounting principles, but excludes restatements
that are a consequence of a change in generally accepted accounting rules
effective after the publication of the first issuance of such financial
statements. A Mandatory Restatement does not include a restatement that occurs
more than 3 years after the officer’s termination of employment or one that, in
the good faith judgment of the Board’s Audit Committee, is due to a change in
the manner in which the Company’s Auditors or government authorities interpret
the application of generally accepted accounting principles or is otherwise due
to events, facts, or changes in law or practice that are considered by the Audit
Committee to be immaterial. The “Recapture Amount” that the officer is required
to pay the Company essentially consists of the difference between (1) Incentive
Compensation paid or received (or to be paid or received) pursuant to awards
made within the twelve-month period following first issuance of financial
statements that subsequently become subject to a Mandatory Restatement; and (2)
the amount that would be paid or received based on the financial results
reported in the Mandatory Restatement, as determined by the Board’s Personnel
& Compensation Committee that exists at the time of determination.
“Incentive Compensation” means amounts paid or received (or to be paid or
received) under awards made on or after January 1, 2010 with respect to fiscal
periods beginning with 2010, pursuant to annual cash incentive awards under the
Company’s Cash Bonus Plan, long-term performance awards or other equity-based
awards under the Company’s Stock Incentive Plan if vesting or lapse of
restrictions is dependent upon achievement of financial performance objectives,
and like compensation under other or successor plans where entitlement to
payment is dependent upon achievement of financial performance
objectives.
The
Board’s Personnel & Compensation Committee is generally responsible for
administration of the compensation recapture provisions of the amendment and
that Committee’s decisions are final and binding on the parties, except for the
Audit Committee responsibilities previously described and the officer’s right to
appeal to the Board for a review of any determination that the officer believes
is incorrect, excessive or otherwise inequitable.
The
amendment does not supersede the Company’s right to enforce any provision of the
Executive Employment Agreement nor does it affect the officer’s entitlement to
any other benefits provided under the Executive Employment
Agreement.
The
amendment for Mr. Denninger also corrects an administrative oversight in his
original Executive Employment Agreement with a clarification that in the event
of termination of employment by the Company other than for cause (other than a
termination due to disability or death) or by the officer for good reason,
the Company shall continue to pay all premiums on the life insurance coverage
issued to Mr. Denninger for a period of 24 months, but in no event later than
his retirement eligibility date (age 65). This provision is included in the
executive employment agreements for other Company executives that have
previously been filed with the SEC.
Amendment
to Change in Control Agreements
The
amendment provides generally that the Company’s rights with respect to
compensation recapture under the Executive Employment Agreement are not affected
by the provisions of the Change in Control agreement. The amendments
for Mr. Keating and Mr. Denninger are the same.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit
10.1
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Amendment
No. 1 to Executive Employment Agreement between Neal J. Keating and Kaman
Corporation
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Exhibit
10.2
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Amendment
No. 1 to Amended and Restated Change in Control Agreement between Neal J.
Keating and Kaman Corporation
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Exhibit
10.3
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Amendment
No. 1 to Executive Employment Agreement between William C. Denninger and
Kaman Corporation
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Exhibit
10.4
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Amendment
No. 1 to Change in Control Agreement between William C. Denninger and
Kaman Corporation
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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.
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KAMAN
CORPORATION
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By:
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/s/
Candace A. Clark
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Candace
A. Clark
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Senior
Vice President, Chief Legal Officer and Secretary
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Date:
February 25, 2010
KAMAN
CORPORATION AND SUBSIDIARIES
Index to
Exhibits
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Exhibit
10.1
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Amendment
No. 1 to Executive Employment Agreement between Neal J. Keating and Kaman
Corporation
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Exhibit
10.2
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Amendment
No. 1 to Amended and Restated Change in Control Agreement between Neal J.
Keating and Kaman Corporation
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Exhibit
10.3
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Amendment
No. 1 to Executive Employment Agreement between William C. Denninger and
Kaman Corporation
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Exhibit
10.4
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Amendment
No. 1 to Change in Control Agreement between William C. Denninger and
Kaman Corporation
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