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Exhibit 10.12
RESTRICTED STOCK
AGREEMENT
(Under the Kaman
Corporation
2003 Stock Incentive Plan)
THIS AGREEMENT, made and entered into as of the
20 th day of February, by and between KAMAN CORPORATION,
a Connecticut corporation, with its principal office in Bloomfield,
Connecticut (the "Corporation"), and Robert M. Garneau (the
"Participant");
W I T N E S S E T H :
WHEREAS, it has been determined that the
Participant, who currently serves as Executive Vice President and
Chief Financial Officer of the Corporation, is an Eligible Person
under the Corporation's 2003 Stock Incentive Plan (the "Plan");
and
WHEREAS, effective as of the date hereof, the
Corporation has granted a Restricted Stock Award to the Participant
pursuant to the Plan and subject to the terms and conditions set
forth in this Agreement;
NOW THEREFORE, in consideration of the foregoing
and of the mutual covenants and agreements herein contained, the
parties agree as follows:
1. Restricted
Stock Award .
(a) Subject to the
terms and conditions of this Agreement, fifteen thousand (15,000)
shares of the Common Stock of the Corporation (the "Restricted
Shares") shall be transferred to the Participant as additional
compensation for services rendered to the Corporation or one of its
Subsidiaries. The Restricted Shares may be subject to forfeiture
during a specified time period, as more particularly described in
Sections 2 and 3 of this Agreement.
(b) In order for the
transfer of Restricted Shares to occur, the Participant must
execute and deliver a copy of this Agreement to the Vice President
of Human Resources at the Corporation's offices in Bloomfield,
Connecticut within sixty (60) days of the date of this Agreement.
If the Restricted Shares are subject to forfeiture, such executed
copy of this Agreement must be accompanied by the attached stock
powers (in accordance with Section 3 (e) hereof). Promptly
thereafter, certificates representing the Restricted Shares subject
to forfeiture shall be issued and held for the Participant by the
Vice President of Human Resources of the Corporation (the
"Custodian") until the end of the Restriction Period described in
Section 2. Restricted Shares not subject to forfeiture shall be
promptly issued and delivered to the Participant.
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(c) Effective upon
the date of delivery to the Participant, or to the Custodian, as
indicated in subsection (b) above, of certificates for the
Restricted Shares registered in the Participant's name, the
Participant will be a holder of record of the Restricted Shares and
will have, subject to the terms and conditions of this Agreement,
all rights of a shareholder with respect to such shares including
the right to vote such shares at any meeting of shareholders of the
Corporation at which such shares are entitled to vote and the right
to receive all distributions of any kind paid with respect to such
shares. With respect to an Employee, if distributions are paid in
the form of Common Stock, any such shares will be delivered to and
held by the Custodian, if subject to forfeiture, or the Participant
if not subject to forfeiture, and will be considered "Restricted
Shares."
2. Lapse of
Restrictions .
(a) All restrictions
set forth in Section 3 below will lapse in their entirety with
respect to one hundred percent (100%) of the Restricted Shares on
the first anniversary of the appointment of a permanent successor
to Paul R. Kuhn as the Company’s President, but in no event
later than February 28, 2009 ("the "Restriction Period"). Subject
to the following provisions, Restricted Shares shall, as of the end
of the Restriction Period, be free of further restrictions
("vested").
(b) As soon as
reasonably practicable after the end of the Restriction Period, the
Custodian will deliver to the Participant the certificate or
certificates for the vested shares subject to the Restriction
Period; provided, however, that the Custodian shall not issue such
shares to the Participant until the Participant has either (i)
paid, or (ii) made provisions satisfactory to the Committee for the
payment of, all applicable tax withholding obligations.
(c) If the
Participant's employment with or other service to the Corporation
or a Subsidiary terminates during the Restriction Period (i)
because of the Participant’s death or Disability, or (ii) in
a manner that entitles the Participant to severance payments under
either his Employment Agreement or his Change in Control Agreement
with the Company as a result of the termination of his employment
by the Company without Cause or by the Executive for Good Reason
(as such terms are defined in those agreements), effective on the
date of any such event all restrictions set forth in Section 3 will
lapse in their entirety with respect to all of the then Restricted
Shares and certificates for the Restricted Shares will be delivered
in accordance with Section 2(b).
3. Restrictions . To the extent that the Restricted Shares
remain subject to restrictions set forth in this Section 3, such
restrictions shall lapse in the event of a Change in Control, as
defined and subject to the conditions set forth in the
Plan.
(a) Except as
provided in Section 2(c), if the Participant's employment with or
other service to the Corporatio
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