Kaman

AR 13

Proxy

Proxy/Post Termination Payments and Benefits/Assumptions Relating to Post-Termination Benefit Table

The Post-Termination Benefit Table sets forth, 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, 2013, under the circumstances indicated.

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 are deemed to have terminated their employment with the Company effective as of December 31, 2013, under the circumstances indicated.
  • 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, 2013, (ii) the value of all stock options and restricted stock awards that were fully vested as of December 31, 2013, (iii) and 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, 2013. 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 31, 2013, which was $39.73.
  • All unvested stock options and restricted stock awards are assumed to have vested in full as of December 31, 2013, with respect to a change in control, termination of employment without cause by us or by the named executive officer for good reason, 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 31, 2013, 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 31, 2013, which was $39.73.

Coordination with Other Tables

The Post-Termination Benefit Table does not duplicate amounts disclosed elsewhere in this proxy statement, with respect to which the named executive officers were vested on or before December 31, 2013, 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, 2013, which are summarized in the Outstanding Equity Awards at 2013 Fiscal Year-End table set forth on page 39 of this Proxy Statement;
  • Pension and SERP benefits, which are summarized in the Pension Benefits table set forth on page 41 of this Proxy Statement; and
  • Vested amounts payable under the Deferred Compensation Plan, which are summarized in the Non-Qualified Deferred Compensation Plan table set forth on page 42 of this Proxy Statement; and
  • Unreimbursed business expenses.