Exhibit 10.2
INDEMNIFICATION AGREEMENT
AGREEMENT dated
as of the ____ day of _____, 2005 between KAMAN
CORPORATION, a Connecticut corporation (the
"Company"), and ___________ of
___________ (the "Indemnitee").
W I T N E S S E T H:
WHEREAS, at the request of the Company, the Indemnitee serves as
a
trustee of a voting trust (the "Voting
Trust") established under a Voting Trust
Agreement dated August 14, 2000 in which
has been deposited 199,802 shares of
the Company's Class B Common Stock; and
WHEREAS, the Indemnitee further serves as an attorney-in-fact under
a
Durable Power of Attorney, dated May 7,
1996, given by Charles H. Kaman (the
"Durable Power of Attorney"); and
WHEREAS, the Company and the Indemnitee recognize to need for
substantial protection against individual
liability arising out of the
Indemnitee's service in such capacities;
and
WHEREAS, the Company wishes to provide in this Agreement for
the
indemnification of, and the advancing of
expenses to the Indemnitee as
hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual
benefits to be derived from this Agreement,
and intending to be legally bound
hereby, the parties hereto agree as
follows:
1.
Indemnification.
(a) The Company hereby agrees to indemnify the Indemnitee in
the
event the Indemnitee is or becomes a party
to or witness or other participant
in, or is threatened to be made a party to
or witness or other participant in,
any action, suit or proceedings (including
any appeal), whether civil,
criminal, administrative, investigative or
other, relating to any occurrence or
event before or after the date hereof, by
reason of the fact that the
Indemnitee is or was serving at the request
of the Company as a trustee of the
Voting Trust and/or an attorney-in-fact
under the Durable Power of Attorney,
and with respect to any action taken or not
taken in good faith by the
Indemnitee in either such capacity,
including but not limited to any such
action, suit or proceeding (including any
appeal), whether civil, criminal,
administrative, investigative or other by
any third party or by or in the right
of the Company, the Voting Trust or Charles
H. Kaman (hereinafter called a
"Claim"), for and against expenses,
including attorneys' fees, and all other
costs, charges and expenses paid, incurred
by or assessable against the
Indemnitee in connection with
investigating, defending, being a witness in or
participating in, or preparing to defend,
be a witness in or participate in,
any Claim (collectively, "Expenses") and
judgments, fines, penalties, taxes
(including excise taxes), and amounts paid
or to be paid in settlement
(including all interest, assessments and
other charges paid or payable in
respect of the foregoing) incurred by the
Indemnitee in connection with any
Claim (collectively, "Damages").
(b) If requested by the Indemnitee, the Company shall, upon
presentation of bills, statements of
account or invoices for Expenses relating
to a Claim, advance to or pay on behalf of
the Indemnitee, within 30 days of
such request, any and all Expenses shown on
such bills, statements or invoices
relating to such Claim (an "Expenses
Advance"), upon (i) receipt of a written
affirmation of the Indemnitee's good faith
belief that the conduct of the
Indemnitee was (A) not opposed to the
Company's best interests; (B) in the case
of any criminal proceeding, the Indemnitee
had no reasonable cause to believe
the Indemnitee's conduct was unlawful; or
(C) that the proceeding involves
conduct for which liability has been
limited under a provision of the Company's
Amended and Restated Certificate of
Incorporation authorized by the Connecticut
Business Corporation Act (the "CBCA"); (ii)
receipt of a written undertaking by
or on behalf of the Indemnitee to repay
such Expense Advance in the event of a
final determination, adjudication or
judgment (as to which all rights of appeal
have been exhausted or have lapsed) that
the Indemnitee is not entitled to
indemnification pursuant to this Agreement;
and (iii) if required under
applicable law, a determination is made
that the facts then known to those
making the determination would not preclude
indemnification under the CBCA.
(c) In the event that the Indemnitee demands indemnification
hereunder as a result of any Claim, the
Indemnitee shall provide the Company
with notice of such Claim and shall make
available to the Company all
information in the Indemnitee's possession
that reasonably relates to such
Claim. The Company shall have the right,
but not the obligation, to control the
defense of the Indemnitee from such Claim
at the Company's sole cost and
expense and by counsel mutually acceptable
to the Company and the Indemnitee.
In the event that the Company shall elect
to exercise such right to control
such defense, the Indemnitee shall have the
right to participate in such
defense at the Indemnitee's sole expense
and through counsel of its choice. No
Claim shall be settled or compromised
without the consent of the Company, which
shall not be unreasonably withheld, unless
the Company shall have failed, after
the lapse of a reasonable time, but in no
event more than 30 days after notice
to the Company of such proposed settlement
or compromise, to notify the
Indemnitee of the Company's reasonable
objection thereto. The Indemnitee's
failure to give timely notice or to provide
copies of documents or to furnish
information in connection with any Claim
shall not constitute a defense to any
claim for indemnification by the Indemnitee
hereunder except, and only to the
extent, that the Company is materially
prejudiced thereby.
(d) If there has not been a Change in Control (as defined in
Section 2(b) hereof), any determination
required by the CBCA that
indemnification of the Indemnitee is
permissible in the circumstances shall be
made by the Company's Board of Directors
(the "Board"), a committee of the
Board, special legal counsel, or the
Company's shareholders (the "Reviewing
Party") in accordance with the CBCA, with
the method of determination to be
chosen by the Board. If there has been a
Change in Control, the Reviewing Party
shall be the special legal counsel selected
by the Company in accordance with
the CBCA and approved by the Indemnitee
(which approval shall not be
unreasonably withheld) unless (i) the
Change in Control has been approved by a
majority of the Board who were directors
immediately prior to such Change in
Control and (ii) the individuals who were
directors prior to the Change in
Control constitute at least two-thirds of
the members of the Board as of the
date of the determination. If there has
been no determination by the Reviewing
Party or if the Reviewing Party determines
that the Indemnitee would not be
permitted to be indemnified in whole or in
part under applicable law, the
Indemnitee shall have the right to commence
litigation in any court in the
State of Connecticut having subject matter
jurisdiction thereof and in which
venue is proper seeking an initial
determination by the court or challenging
any such determination by the Reviewing
Party or any aspect thereof, or the
legal or factual bases therefor, and the
Company hereby consents to service of
process and to appear in any such
proceeding. Any determination by the
Reviewing Party otherwise shall be
conclusive and binding on the Company and
the Indemnitee.
2. Change in
Control.
(a) If there has been a Change in Control, except as otherwise
provided in Section 1(d) of this Agreement,
special legal counsel shall be
selected by the Company in accordance with
the CBCA and approved by the
Indemnitee (which approval shall not be
unreasonable withheld) and such special
legal counsel shall determine whether the
officer or director is entitled to
indemnity payments and Expense Advances
under this Agreement or any other
agreement or Certificate of Incorporation
or By-laws of the Company now or
hereafter in effect relating to Claims for
Indemnifiable Events. Such special
legal counsel, among other things, shall
render its written opinion to the
Company and the Indemnitee as to whether
and to what extent the Indemnitee will
be permitted to be indemnified. The Company
agrees to pay the reasonable fees
of the special legal counsel and to
indemnify fully such special legal counsel
against any and all expenses (including
attorneys' fees), claims, liabilities
and damages arising out of or relating to
this Agreement or the engagement of
special legal counsel pursuant hereto.
(b) For purposes of this Agreement, a "Change in Control" shall
mean any of the following events:
(i) any Person (as defined below) is or becomes the
Beneficial Owner, as defined in Rule 13d-3
under the Securities Exchange Act of
1934, as amended (the "Exchange Act"),
directly or indirectly, of securities of
the Company representing 35% or more of the
then outstanding securities of the
Company generally entitled to vote in the
election of directors of the Company,
excluding any Person who becomes such a
Beneficial Owner in connection with a
transaction described in clause (A) of
paragraph (iii) below; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of
directors then serving: individuals who,
on November 1, 2003, constituted 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 Company and whose
appointment or election was not approved by
at least two-thirds (2/3) of the
directors of the Company in office
immediately prior to any such contest) whose
appointment or election by the Board or
nomination for election by the
Company's stockholders was approved or
recommended by a vote of at least
two-thirds (2/3) of the directors then in
office; or
(iii) there is consummated a Merger, as defined below, of the
Company with any other business entity,
other than (A) a Merger which
