|KAMAN CORP filed this Form DEFA14A on 03/22/2013|
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As amended, the change in control agreement now provides that Mr. Denninger shall bear the expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the agreement, including, without limitation, any tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar tax. The change in control agreement also provides that any payment or benefit received or to be received by Mr. Denninger in connection with a change in control or termination of employment (whether payable under the terms of the change in control agreement or any other plan, arrangement or agreement with the Company or an affiliate) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax but only if, by reason of such reduction, the net after-tax benefit received by Mr. Denninger shall exceed the net after-tax benefit that he would receive if no such reduction was made.
The full text of the amendment is attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2013. Shareholders may obtain, free of charge, a copy of such Current Report on Form 8-K and the full text of the amendment at the SEC’s website: www.sec.gov.
THE P&C COMMITTEE STRONGLY BELIEVES THAT THE COMPANY’S COMPENSATION PROGRAMS ARE APPROPRIATELY LINKED TO PERFORMANCE AND THAT THE COMPANY’S COMPENSATION PROGRAMS AND PRACTICES ARE ALIGNED WITH BEST PRACTICES. THE BOARD OF DIRECTORS, THEREFORE, CONTINUES TO URGE ALL SHAREHOLDERS TO VOTE “FOR” PROPOSAL 2 – THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.