DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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(1)
Represents, as applicable, the elective contribution of a portion the NEO's base salary (which amount is also included in the "Salary" column of the Summary Compensation Table) and the elective contribution of a portion of the NEO's annual cash incentive award for 2016 (which amount is also included in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table).
(2)
Represents the Company contribution to each NEO's Deferred Compensation Plan account (which amount is also included in the "All Other Compensation" column of the Summary Compensation Table for the year the contribution is made).
(3)
Represents the aggregate earnings on each NEO's Deferred Compensation Plan account balance, which, until July 11, 2016, was fixed at the Interest Crediting Rate (as defined below). Commencing as of July 11, 2016, participants have been afforded the opportunity to tie the investment performance of a portion of their accounts to the investment performance of various market-based investment vehicles approved by the P&C Committee. To the extent that the aggregate earnings of any particular NEO during 2016 exceeded the investment performance that would have been attained had his entire account been credited with interest at the Interest Crediting Rate for 2016, the excess has been reported in the "All Other Compensation" column of the Summary Compensation Table. During 2016, no NEO's investment performance exceeded this amount, so no portion of the amounts shown in this column have been reported in the Summary Compensation Table.
(4)
Represents the aggregate withdrawals or distributions from the Deferred Compensation Plan to each NEO during 2016.
(5)
Represents the aggregate year-end balances of each NEO under the Deferred Compensation Plan as of the end of 2016. Except for the aggregate earnings on account balances (which were not previously reported in the Summary Compensation Table because they did not exceed the Interest Crediting Rate), the amounts shown in this column were previously reported in the Summary Compensation Table as "Salary," "Non-Equity Incentive Plan Compensation" and "All other Compensation," as described above. The aggregate earnings on the deferred compensation account balance of each person listed in the table is as follows: Mr. Keating - $80,204; Mr. Starr - $66,112; Mr. Steiner - $16,332; Mr. Smidler - $60,089; Mr. Galla - $348,738; and Mr. Lisle - $8,211.
The Deferred Compensation Plan is a non-qualified, unfunded plan that provides certain designated executives, including the Company’s Named Executive Officers, the opportunity to defer up to 50% of their base salaries and 100% of their annual cash incentive awards for each calendar year. The plan also provides for the Company to make a supplemental deferred compensation contribution to each participant’s account in an amount equal to 10% of the participant’s eligible earnings that exceed the compensation limit established annually by the Internal Revenue Service.
Until July 11, 2016, the deferred compensation account balances of all participants were credited with interest based on an annual interest rate equal to 120% of the Applicable Federal Long-Term Rate in effect for the month of October immediately preceding the beginning of each applicable plan year (the "Interest Crediting Rate"). For the 2016 plan year, the Interest Crediting Rate was 3.05%. Effective as of July 1, 2016, the plan was amended to make available to participants various market-based investment crediting options, including five pre-constructed "model" portfolios, for the deemed investment of up to 50% of their then-existing account balances as of July 11, 2016 and 100% of their own deferral contributions after July 11, 2016. All supplemental deferred compensation contributions made by the Company will continue to be credited with interest based on the annual Interest Crediting Rate in effect from time-to-time.
POST-TERMINATION PAYMENTS AND BENEFITS
The Company has committed to provide additional compensation to certain of our Named Executive Officers in the event of a termination of employment under specified circumstances, including in connection with a change in control of the Company. These commitments and an estimate of the additional compensation that each of our Named Executive Officers would have received if a qualifying termination of employment had occurred on December 31, 2016, are set forth below.
Employment Agreements
We currently have employment agreements with Messrs. Keating, Starr, Steiner and Smidler. Other than as noted below, the terms and conditions triggering payments under the employment agreements are substantially similar and entitle the executives to receive the compensation and benefits described below under the circumstances indicated. Mr. Galla had an employment agreement that was substantially similar to the others, but he retired from the Company effective as of January 3, 2017. Mr. Lisle currently does not have an employment agreement.
Payment of Accrued Amounts. Regardless of the manner in which the employment of any Named Executive Officer (including a Named Executive Officer not party to an employment agreement) terminates, he is entitled to receive amounts previously earned during the term of his employment (which amounts are referred to in this discussion as "Accrued Amounts"). Such Accrued Amounts include, but are not limited to, (i) unpaid base salary through the date of termination and any accrued vacation in accordance with Company policy; (ii) any unpaid bonus or other short-term and long-term incentive compensation (cash or equity) earned with respect to any completed fiscal year; (iii) reimbursement for any unreimbursed expenses incurred through the date of termination; and (iv) all other payments and benefits to which the executive may be entitled under the terms of any applicable compensation arrangement or benefit program of the Company, including any applicable pension, retirement and insurance benefits. For more information about the retirement and other benefits to which the Named Executive Officers are entitled, please refer to the discussion set forth under the captions, "Outstanding Equity Awards at 2016 Fiscal Year-End" and "Retirement Benefits" within the Summary Compensation Table section of this Proxy Statement. See also, "Pension Benefits" and "Non-Qualified Deferred Compensation Plan" within the Compensation Discussion and Analysis section.

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