Kaman

AR 13

Proxy

Proxy/Summary Compensation Table/Grants of Plan-Based Awards in 2013 Fiscal Year

Except for Mr. Keating, the following grants were made during the 2013 fiscal year to our named executive officers pursuant to the Company's Cash Bonus Plan and 2003 Stock Incentive Plan. Mr. Keating's grants were made under the 2013 Management Incentive Plan. There are no estimated future payouts under equity incentive plans.

GRANTS OF PLAN-BASED AWARDS TABLE

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
All Other Stock
Awards
Number
of Shares
of Stock
or Units
(#)
All Other
Option
Awards
Number of
Securities
Underlying
Options
(#)
Exercise or
Base Price
of Option
Awards
($/Sh)
Grant
Date
Fair Value
of Stock
and
Option Awards
($/Sh)
Name Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Neal J. Keating 1/1/2013 (1) $918,750 $1,837,500
1/1/2013 (2) $2,337,500 $4,675,000
Robert D. Starr 1/1/2013 (1) $176,000 $352,000
2/18/2013 (3) 1,760 $36.29
2/18/2013 (4) 5,135 $36.29
William C. Denninger(7) 1/1/2013 (1) $164,125 $328,250
1/1/2013 (2) $378,750 $757,500
Gregory L. Steiner 1/1/2013 (1) $270,498 $540,995
1/1/2013 (2) $615,000 $1,230,000
Steven J. Smidler 1/1/2013 (1) $227,614 $455,228
1/1/2013 (2) $517,500 $1,035,000
Ronald M. Galla 1/1/2013 (1) $195,324 $390,647
1/1/2013 (2) $313,738 $627,476
Shawn G. Lisle 1/1/2013 (1) $165,000 $330,000
1/1/2013 (2) $256,500 $513,000
2/18/2013 (3) 1,415 $36.29
2/18/2013 (4) 4,120 $36.29
1/1/2013 (4) $256,500 $513,000
1/1/2013 (6) $256,500 $513,000
_______________
  1. Represents annual Cash Bonus Plan participation for the 2013 fiscal year. Actual determination of the award amount, and its payment, was made in February 2014. Please see the Annual Cash Incentives section of the Compensation Discussion and Analysis at page 21.
  2. Represents a long-term incentive award grant under the LTIP feature of the 2003 Stock Incentive Plan for Messrs. Denninger, Steiner, Smidler, Galla and Lisle and the 2013 Management Incentive Plan for Mr. Keating for the three-year performance period 1/1/13 – 12/31/15. Please see the Long-Term Incentives section of the Compensation Discussion and Analysis at page 22.
  3. Represents a restricted stock award under the 2003 Stock Incentive Plan, for which restrictions lapse at a rate of 20% per year, beginning March 1 of the year following the grant date. Dividends are paid on the stock at the same rate that is paid to other shareholders. The stock is counted toward the named executive officers' compliance with stock ownership guidelines.
  4. Represents a stock option award under the 2003 Stock Incentive Plan, for which restrictions lapse at a rate of 20% per year, beginning March 1 of the year following the grant date. Stock option grants are made at 100% of the stock's fair market value as defined in the 2003 Stock Incentive Plan on the grant date.
  5. Represents a long-term incentive award grant under the LTIP feature of the 2003 Stock Incentive Plan for the one-year performance period 1/1/13 – 12/31/13. Payments, if any, will not be made until June 2014. Please see the Long-Term Incentives section of the Compensation Discussion and Analysis at page 22.
  6. Represents a long-term incentive award grant under the LTIP feature of the 2003 Stock Incentive Plan for the two-year performance period 1/1/13 – 12/31/14. Payments, if any, will not be made until June 2015. Please see the Long-Term Incentives section of the Compensation Discussion and Analysis at page 22.
  7. Mr. Denninger's performance awards will be pro-rated through June 30, 2013, the date which Mr. Denninger retired from the Company.