DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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Employment and Change in Control Agreements
We currently have employment agreements with Messrs. Keating, Starr, Steiner and Smidler. Mr. Galla retired from the Company effective as of January 3, 2017, and Mr. Lisle currently does not have an employment agreement. We currently have change in control agreements with each of our Named Executive Officers, other than Mr. Galla, the terms of which are summarized below under the caption, "Post-Termination Payments and Benefits."
The employment agreements generally renew each year for additional one-year renewal periods unless, at least ninety days before the end of the then-current term, the Company or the executive notifies the other that the agreement in question shall terminate upon its scheduled expiration date. The elements of compensation and benefits that are reflected in the Summary Compensation Table were provided according to the terms of the employment agreements and the compensation and benefit plans in place during 2016; however, the Company reserves the right to change the terms and conditions of its compensation and benefit plans. These agreements further provide for participation in our employee benefit programs generally applicable to our senior executives, except that Messrs. Keating and Steiner are entitled to continued premium payments for their lifetime under our Senior Executive Life Insurance Program under certain circumstances. The estimated post-termination compensation payable to our named executive officers under these agreements is described in detail below under the caption, "Post-Termination Payments and Benefits."
Grants of Plan-Based Awards in 2016 Fiscal Year
The following grants were made during the 2016 fiscal year to our Named Executive Officers pursuant to the Company’s 2013 Management Incentive Plan.
GRANTS OF PLAN-BASED AWARDS TABLE
 
 
 
 
  
  
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards
 
All Other Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise or
Base Price
of Option
Awards
($/Sh)
 
Grant
Date
Fair Value
of Stock
and
Option Awards
($)
Name
 
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Neal J. Keating
 
2/23/2016(1)
 

 
$1,033,200
 
$2,066,400
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$2,880,000
 
$5,760,000
 

 

 

 

 

 

 

Robert D. Starr
 
2/23/2016(1)
 

 
$294,580
 
$589,160
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$660,000
 
$1,320,000
 

 

 

 

 

 

 

Gregory L. Steiner
 
2/23/2016(1)
 

 
$303,144
 
$606,288
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$682,500
 
$1,365,000
 

 

 

 

 

 

 

 
 
2/23/2016(3)
 

 

 

 

 
1,060

 
2,120

 

 

 

 
$51,512
Steven J. Smidler
 
2/23/2016(1)
 

 
$243,698
 
$487,396
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$546,000
 
$1,092,000
 

 

 

 

 

 

 

Ronald M. Galla
 
2/23/2016(1)
 

 
$207,763
 
$415,526
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$339,975
 
$679,950
 

 

 

 

 

 

 

Shawn G. Lisle
 
2/23/2016(1)
 

 
$198,275
 
$396,550
 

 

 

 

 

 

 

 
 
2/23/2016(2)
 

 
$367,500
 
$735,000
 

 

 

 

 

 

 

_______________
(1)
Represents an annual cash incentive award granted under the 2013 Management Incentive Plan in respect of 2016 performance. Satisfaction or achievement of the underlying performance criteria, and the resulting award payouts, were determined in February 2017. The maximum value of any annual cash incentive award granted under the 2013 Management Incentive Plan may not exceed $3,000,000.
(2)
Represents a cash-based long-term incentive award granted under the 2013 Management Incentive Plan for the 2016-2018 performance cycle. The maximum value of any long-term cash incentive award granted under the 2013 Management Incentive Plan may not exceed $8,000,000.
(3)
Represents a special share-based long-term incentive award granted under the 2013 Management Incentive Plan for the 2016-2018 performance cycle, which, if earned would be paid in shares of Company stock, rather than in cash. Even if the performance criteria are achieved, Mr. Steiner, the only recipient, must remain in the employ of the Company until he reaches 62 years of age in order to actually receive the shares. Unvested share-based LTIP awards are not counted toward compliance with the Company's stock ownership guidelines.

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