AGREEMENT
Agreement
made this 16th day of December, 2006, by and between KAMAN
CORPORATION, a Connecticut corporation having its principal
office in Bloomfield, Connecticut (the
“Corporation”), and Robert Alvine, a director of
the Corporation (the “Director”).
WHEREAS,
the Director is and will be rendering valuable services to the
Corporation as a member of its Board of Directors;
and
WHEREAS,
the Corporation and the Director wish to enter into an
arrangement for the deferred payment of compensation (as
defined below) that the Director may earn in his capacity as a
Director.
NOW
THEREFORE, the Corporation and the Director hereby agree as
follows:
1.
Deferred Account .
The Corporation will establish an account (the “Deferred
Account”) on its books, on behalf of the Director, to be
credited with compensation as shall be deferred after the date
hereof together with interest earned thereon, in accordance with
the terms of this Agreement. For purposes of this Agreement,
“compensation” shall mean the Director’s retainer
fees and meeting fees.
2.
Elections .
The Director may elect to defer current receipt of all, or a
specified portion of, his compensation for services as a member of
the Board as follows:
(a)
An
election to defer compensation (the “Election”)
shall be void with respect to compensation unless submitted
before the beginning of the calendar year during which the
amount to be deferred will be earned. Notwithstanding the
foregoing, in the year in which the Director first becomes a
member of the Board, the Election may be filed within thirty
(30) days of the date on which such individual first becomes a
Board member with respect to compensation earned during the
remainder of the calendar year after the filing and acceptance
of such Election.
(b)
The
Director shall only make the Election by executing a written
notice in form and substance satisfactory to the Corporation
and timely delivering it to the Corporation’s Chief
Financial Officer. The Election will remain in effect until
the Director separates from service as a member of the Board,
or amends or terminates the Election. Any amendment or
termination of the Election shall also be made by such written
form and shall only be effective as of the next following
calendar year.
(c)
As
of each December 31st while this Agreement is in effect, the
Election shall be irrevocable with respect to compensation
payable with respect to services performed in the immediately
following calendar year.
3.
Interest .
Interest shall be credited monthly and compounded monthly on all
amounts credited to a Director's Deferred Account at the same rate
and in the same manner as under the Kaman Corporation Amended and
Restated Deferred Compensation Plan.
4.
Time and Form of Payment .
By completing and delivering an Election, the Director shall
irrevocably select the time and form of payment pursuant to which
amounts credited to his Deferred Account shall be distributed to
him. Except as provided in Section 4A below, any amended Election
will apply only to amounts credited to the Deferred Account for
periods beginning with the first calendar year immediately
following the amended Election. The Director may choose to have
such amounts paid in a lump sum or in approximately equal quarterly
installments over a period not to exceed ten (10) years. Lump sum
payments shall be made on the first business day of the month
selected by the Director pursuant to the Election. Installment
payments shall commence on the first business day of the month
selected by the Director pursuant to the Election. Notwithstanding
the Director's selection of the method of distribution, amounts
payable under this Agreement shall be distributed in a lump sum to
the beneficiary designated in his Election, or in the event no
living beneficiary shall be so designated, to his estate, within
thirty (30) days following his death.
4A.
Transition
Rules for Changing Payment Elections
During
2006 or 2007, a Director may change a payment election made
for deferrals credited under this Agreement (including the
Rollover Amount) with respect to 2005, 2006 or 2007, or for
all of those years, as follows:
(a)
An
election to change a payment election filed before January 1,
2007, may specify a new time of the payment (on any date after
2006), a new form of payment (from the available methods
described in Section 4 above) or both. A changed payment
election described in the immediately preceding sentence
cannot change payment elections for payments the Director
would otherwise receive in 2006, nor can it cause payments to
be made in 2006.
(b)
A
transition election under this Section 4A filed during 2007
may specify a new time of payment (on any date after 2007), a
new form of payment (from the available methods described in
Section 4) or both. A changed payment election described in
the immediately preceding sentence cannot change an election
for payments the Director would otherwise receive in 2007, nor
can it cause payments to be made in 2007.
5.
Title to Deferred Account .
At its option, the Corporation may elect to fund amounts credited
to the Deferred Account but title to the Deferred Account, and any
assets contained therein, shall at all times remain in the
Corporation, and the Director or the Director’s beneficiaries
shall not have any property interest whatsoever in any specific
assets which may be contained in the Deferred Account.
