DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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Coordination of Benefits
Executives shall not be entitled to receive duplicative severance benefits under the plans and agreements described above. If an executive’s employment with the Company is terminated under circumstances that would result in the payment of severance benefits under the executive’s change in control agreement, the severance benefits payable under the change in control agreement will be paid in lieu of any severance benefits that otherwise would be payable under the executive’s employment agreement. Moreover, the severance benefits specified in the employment and change in control agreements shall be paid in lieu of any similar benefits provided under the 2003 Plan, the 2013 Plan and the Cash Bonus Plan. Finally, an executive is entitled to severance benefits under his employment agreement or change in control agreement only after signing a general release, the form and content of which is specified in the change of control agreements.
Assumptions Relating to Post-Termination Benefit Table
The Post-Termination Benefit Table set forth below summarizes, in tabular format, the estimated compensation that each of our current Named Executive Officers would have received if a qualifying termination of employment were to have occurred on December 31, 2016, under the circumstances indicated. As discussed above, Mr. Galla retired from the Company effective as of January 3, 2017, so the amounts for Mr. Galla set forth in the table represent the estimated amounts that are actually payable to Mr. Galla in respect of his retirement.
The following assumptions, which are believed to be reasonable in the aggregate, were used to generate the estimates set forth below. There can be no assurance, however, that an actual termination of employment would produce the same or similar results.
All Named Executive Officers (other than Mr. Galla) are deemed to have terminated their employment with the Company effective as of December 31, 2016, under the circumstances indicated. Mr. Galla is deemed to have retired from the Company effective as of January 3, 2017.
All Accrued Amounts are omitted from the table because they were earned by the Named Executive Officers without regard to the specified triggering events. Accrued Amounts include, among others, (i) amounts earned in respect of annual cash incentive and LTIP awards for the period ended December 31, 2016, (ii) the value of all stock options and restricted stock awards that were fully vested as of December 31, 2016, and (iii) amounts payable in respect of pension and other retirement benefits, including the SERP and the Deferred Compensation Plan, which were vested as of December 31, 2016. See "Coordination with Other Tables," below.
All amounts calculated with reference to the value of our Common Stock were calculated using the closing price of our stock on the New York Stock Exchange on December 30, 2016 (the last trading day of the year), which was $48.93.
All unvested stock options and restricted stock awards are assumed to have vested in full as of December 31, 2016, with respect to a change in control, termination of employment without Cause by us or by the Named Executive Officer for Good Reason or due to retirement, death or disability. All unvested stock options that are assumed to have vested due to a change in control are valued based upon the difference between the closing price of our Common Stock on December 30, 2016 (the last trading day of the year), and the exercise price of the underlying stock option. All unvested restricted stock awards that are assumed to have vested due to a change in control are valued based upon the closing price of our Common Stock on December 30, 2016.
Coordination with Other Tables
The Post-Termination Benefit Table does not duplicate certain amounts disclosed elsewhere in this proxy statement or with respect to which the Named Executive Officers were vested on or before December 31, 2016, without regard to the triggering events specified in the table. These amounts include, among others, the following:
Stock options and restricted stock awards that vested on or before December 31, 2016;
Pension and SERP benefits, which are summarized in the Pension Benefits table;
Vested amounts payable under the Deferred Compensation Plan, which are summarized in the Non-Qualified Deferred Compensation Plan table; and
Unreimbursed business expenses.

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