RESTRICTED STOCK AGREEMENT (Under the Kaman Corporation
Exhibit
10h (iv)
(Under
the Kaman Corporation
2003
Stock Incentive Plan)
THIS
AGREEMENT, made and entered into as of the ___ day of _______, 20___, by
and
between KAMAN CORPORATION, a Connecticut corporation, with its principal
office
in Bloomfield, Connecticut (the "Corporation"), and _________________, (the
"Participant");
W
I T N E
S S E T H :
WHEREAS,
it has been determined that the Participant, who currently serves as _________
of the Corporation, is an Eligible Person under the Corporation's 2003 Stock
Incentive Plan (the "Plan"); and
WHEREAS,
effective _________, 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, _________________ (_____)
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, each Participant must
execute and deliver a copy of this Agreement to the Executive Vice President
and
Chief Financial Officer of the Corporation 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 Executive Vice President and Chief Financial Officer of
the
Corporation (the “Custodian”) until the end of the applicable Installment
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.
[This
Section 2 shall only apply if the Restricted Shares are subject to forfeiture
and otherwise shall be deleted but marked “Intentionally Omitted.”]
(a) All
restrictions set forth in Section 3 below will lapse in their entirety with
respect to twenty percent (20%) of the Restricted Shares on each of the
following dates:
___________,
20__
___________,
20__
___________,
20__
___________,
20__
___________,
20__
Each
such
period is called an "Installment Restriction Period." Installment Restriction
Periods are collectively referred to as the "Restriction Period." Subject
to the
following provisions, Restricted Shares subject to an Installment Restriction
Period shall, as of the end of that Installment Restriction Period, be free
of
further restrictions (“vested”).
(b) As
soon
as reasonably practicable after the end of an Installment Restriction Period,
the Custodian will deliver to the Participant the certificate or certificates
for the vested shares subject to that Installment 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 because of death or
Disability, effective on the date of that 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.
[This
Section 3 shall only apply if the Restricted Shares are subject to forfeiture
and otherwise shall be deleted but marked “Intentionally Omitted.”] 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.
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(a) Except
as
provided in Sections 2(c) and 3(b), if the Participant's employment with
or
other service to the Corporation or a Subsidiary terminates during the
Restriction Period, then effective upon the date of termination, all Restricted
Shares which are not vested shall automatic-ally be forfeited to the
Corporation. Employment or other service will not be deemed to have terminated
for this purpose by reason of a leave of absence approved by the
Committee.
(b) If
the
Participant retires from active service with the Corporation or a Subsidiary
under the terms of the Kaman Corporation Employees' Pension Plan during the
Restriction Period, effective upon retirement the Restricted Shares which
are
not vested will automatically be forfeited to the Corporation; except that,
the
Committee may, in its sole discretion, allow all restrictions set forth in
this
Section 3 to lapse in their entirety with respect to the Restricted Shares
which
thereupon shall be vested. If the restrictions are allowed to lapse,
certificates for the vested shares will be delivered in accordance with section
2(b).
(c) None
of
the Restricted Shares, nor the Participant's interest in any of the Restricted
Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise
disposed of at any time during the Restriction Period. In the event of any
such
action, all then Restricted Shares shall automatically be forfeited to the
Corporation effective upon the date of such event. The Participant will repay
to
the Corporation all dividends, if any, paid on or after the date of the event
with respect to the forfeited shares.
(d) If
the
Participant at any time forfeits Restricted Shares pursuant to this Agreement,
the certificate or certificates for such Restricted Shares will be delivered
by
the Custodian to the Corporation. All of the Participant's rights to and
interest in the Restricted Shares shall terminate upon forfeiture without
payment of consideration.
(e) The
Participant shall sign and deliver to the Corporation the stock powers attached
hereto relating to the Restricted Shares. If Restricted Shares are forfeited
under this Agreement, the Corporation shall direct the Transfer Agent and
Registrar of the Corporation's Common Stock to make appropriate entries upon
their records showing the cancellation of the certificate or certificates
for
the Restricted Shares and to return the shares represented thereby to the
Corporation. The stock power gives the Custodian the authority to take any
action necessary to affect the transfer of shares to the Corporation. The
stock
power or powers will be returned to the Participant upon expiration of the
applicable Installment Restriction Period.
(f) The
Committee shall make all determinations in connection with this Agreement,
including determinations as to whether an event has occurred resulting in
the
forfeiture of or lapse of restrictions on Restricted Shares and all such
determinations of the Committee shall be final and conclusive.
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4. Appointment
Of Agent.
By
executing this Agreement, the Participant, if the Restricted Shares are subject
to forfeiture, irrevocably nominates, constitutes and appoints the Custodian
as
his agent and attorney-in-fact for purposes of surrendering or transferring
the
Restricted Shares to the Corporation upon any forfeiture required or authorized
by this Agreement. This power is intended as a power coupled with an interest
and shall survive the Participant's death. In addition, it is intended as
a
durable power and shall survive the Participant's Disability.
5. No
Employment Rights.
No
provision of this Agreement shall:
(a) confer
or
be deemed to confer upon the Participant any right to continue in the employ
of
the Corporation or any Subsidiary or in any way affect the right of the
Corporation or any Subsidiary to dismiss or otherwise terminate the
Participant's employment at any time for any reason with or without cause,
or
(b) be
construed to impose upon the Corporation or any Subsidiary any liability
for any
forfeiture of Restricted Shares which may result under this Agreement if
the
Participant's employment is so terminated, or
(c) affect
the Corporation's right to terminate or modify any contractual relationship
with
a Participant, who is not an employee of the Corporation or a
Subsidiary.
6. No
Liability For Business Acts Or Omissions.
(a) The
Participant recognizes and agrees that the Board or the officers, agents
or
employees of the Corporation, including the Custodian, in their conduct of
the
business and affairs of the Corporation, may cause the Corporation to act,
or to
omit to act, in a manner that may, directly or indirectly, prevent the
Restricted Shares from vesting under this Agreement. No provision of this
Agreement shall be interpreted or construed to impose any liability upon
the
Corporation, the Board or any officer, agent or employee of the Corporation,
including the Custodian, for any forfeiture of Restricted Shares that may
result, directly or indirectly, from any such action or omission.
(b) In
the
event of recapitalization, stock split, stock dividend, divisive reorganization
or other change in capitalization affecting the Corporation's shares of Common
Stock, an appropriate adjustment will be made in respect of the Restricted
Shares. Any new or additional or different shares or securities issued as
the
result of such an adjustment with respect to vested shares will be delivered
to
the Participant. Any new or additional or different shares or securities
issued
as the result of such an adjustment with respect to Restricted Shares that
are
not vested will be delivered to and held by the Custodian and will be deemed
included within the term "Restricted Shares."
7. Capitalized
Terms.
All
capitalized terms not defined herein shall have the meaning ascribed to them
in
the Plan.
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8. Interpretation.
This
Agreement shall at all times be interpreted, administered and applied in
a
manner consistent with the provisions of the Plan. In the event of any
inconsistency between the terms of this Agreement and the terms of the Plan,
the
terms of the Plan shall control and the Plan is incorporated herein by
reference.
9. Amendment;
Modification; Waiver.
No
provision of this Agreement may be amended, modified or waived unless such
amendment, modification or waiver shall be authorized by the Committee and
shall
be agreed to in writing by the Participant.
10. Complete
Agreement.
This
Agreement contains the entire Agreement of the parties relating to the subject
matter of this Agreement and supersedes any prior agreements or understandings
with respect thereto.
11. Agreement
Binding.
This
Agreement shall be binding upon and inure to the benefit of the Corporation,
its
successors and assigns and the Participant, his or her heirs, devisees and
legal
representatives.
12. Legal
Representative.
In the
event of the Participant's death or a judicial determination of his or her
incompetence, reference in this Agreement to the Participant shall be deemed
to
refer to his or her legal representative, heirs or devisees, as the case
may
be.
13. Business
Day.
If any
event provided for in this Agreement is scheduled to take place on a day
on
which the Corporation's corporate offices are not open for business, such
event
shall take place on the next succeeding day on which the Corporation's corporate
offices are open for business.
14. Titles.
The
titles to sections or paragraphs of this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any section or paragraph.
15. Notices.
(a) Any
notice to the Corporation pursuant to any provision of this Agreement will
be
deemed to have been delivered when delivered in person to the Corporation
or
when deposited in the United States mail, addressed to the Secretary of the
Corporation at the Corporation's corporate offices, or such other address
as the
Corporation may from time to time designate in writing.
(b)
Any
notice to the Participant pursuant to any provision of this Agreement will
be
deemed to have been delivered when delivered to the Participant in person
or
when deposited in the United States mail, addressed to
the
Participant at
the
address on the shareholder records of the Corporation or such other address
as
he or she may from time to time designate in writing.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the
date first written above.
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Participant
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KAMAN
CORPORATION
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By
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Dated:
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Its
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