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•	the director’s qualifications in light of the overall composition of the Board;

•	the director’s past and anticipated future contributions to the Board;

•	the stated reasons, if any, for the “withheld” votes and the underlying cause for the "withheld" votes if it otherwise can be discerned; and

•	the potential adverse consequences of accepting the resignation, including the failure to comply with any applicable rule or regulation (including applicable stock exchange rules or federal securities laws) or triggering of defaults or other adverse consequences under material contracts or the acceleration of change in control provisions and other rights in employment agreements, if applicable.

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•	membership on the Corporate Governance Committee;

•	chair of the Board’s executive sessions and of Board meetings at which the Chairman is not in attendance;

•	review and approval of all Board and committee meeting agendas;

•	liaison between the Chairman and the independent directors, which includes facilitating communications and assisting in the resolution of conflicts, if any, between the independent directors and the Company’s management;

•	providing counsel to the Chairman and CEO, including provision of appropriate feedback regarding effectiveness of Board meetings, and otherwise as needed or requested; and

•	such other responsibilities as the Board delegates.

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(1)	Lead Independent Director.

(2)	Not an independent director.

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(1)

Please refer to Footnote 18, Share-Based Arrangements, to the Company’s audited consolidated financial statements for the year ended December 31, 2015, set forth in the Company's Annual Report on Form 10-K for the year then ended. Each stock award generally consisted of 2,357 vested shares of Common Stock issued under our 2013 Management Incentive Plan on April 15, 2015, except that the stock award granted to Ms. Pollino was granted on June 2, 2015, and was pro-rated to reflect her appointment subsequent to April 15, 2015. The closing prices of our Common Stock on the New York Stock Exchange on April 14 and June 1, 2015, the days prior to such grants, were $42.43 and $42.57, respectively.

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*	Less than one percent.

(1)	Includes 14,000 shares held in a trust, of which Mr. Keating and his spouse are trustees.

(2)	Includes 4,472 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

(3)	Includes 2,485 shares held by a revocable trust for the benefit of Mr. Rabaut's spouse and children, for which Mr. Rabaut serves as Trustee with the power to exercise investment control.

(4)	Includes 15,820 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

(5)	Includes 25,015 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

(6)	Includes 50,505 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

(7)	Includes 127,827 shares issuable upon the exercise of stock options exercisable or which will become exercisable within 60 days.

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(1)

As reported in Amendment No. 19 to Schedule 13D, dated September 24, 2014 (“Amendment 19”), filed by Mario J. Gabelli and various entities which he directly or indirectly controls or for which he acts as chief investment officer (collectively, the “Reporting Persons”), GAMCO Asset Management, Inc. (“GAMCO”) is the beneficial owner of 3,574,036 shares, Gabelli Funds, LLC (“Gabelli Funds”) is the beneficial owner of 1,133,477 shares, MJG Associates, Inc. (“MJG Associates”) is the beneficial owner of 10,000 shares, Teton Advisors, Inc. (“Teton Advisors”) is the beneficial owner of 197,201 shares, and Gabelli Securities, Inc. (“GSI”) is the beneficial owner of 8,000 shares. Mr. Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of the foregoing entities. Each of the Reporting Persons, together with their executive officers and directors, has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 187,200 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares held by a number of investment funds for which Gabelli Funds serves as an investment adviser (the “Funds”) so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such Fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli is indirect with respect to the shares beneficially owned directly by other Reporting Persons.

(2)

As reported in Amendment No. 7 to Schedule 13G, dated January 22, 2016, BlackRock, Inc. is the beneficial owner of 2,529,295 shares held by specified subsidiaries as of December 31, 2015. According to the filing, BlackRock, Inc. has the sole power to vote or direct the vote of 2,472,297 shares, the shared power to vote or direct the vote of no shares, the sole power to dispose or to direct the disposition of 2,529,295 shares, and the shared power to dispose or to direct the disposition of no shares.

(3)

As reported in Amendment No. 3 to Schedule 13G, dated February 10, 2016, The Vanguard Group is the beneficial owner of 1,986,208 shares held by various investment advisory clients as of December 31, 2015. According to the filing, The Vanguard Group has the sole power to vote or direct the vote of 35,663 shares, the shared power to vote or direct the vote of 2,900 shares, the sole power to dispose or to direct the disposition of 1,949,345 shares, and the shared power to dispose or to direct the disposition of 36,863 shares.

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We exercised "negative discretion" to reduce the payouts to NEOs under our annual incentive compensation program. For purposes of determining the level of achievement or satisfaction of the performance measures under the Company's 2015 annual incentive compensation program, the Committee approved specified modifications to the calculation of each performance measure that were applicable to all participants. The Committee also retained the ability to eliminate or reduce the amount of any award that would otherwise be payable as a result of these adjustments or to further adjust any award due to special circumstances, as permitted by the plan under which the annual incentive awards were granted. After considering all factors deemed relevant, the Committee, upon the recommendation of the Chief Executive Officer, elected to exercise "negative discretion" to reduce the final performance award factors relating to our Corporate group and our Aerospace segment, which reduced the amount of the annual incentive compensation payouts in respect of these performance factors. The Committee did not exercise any "negative discretion" with respect to the final performance award factor relating to our Distribution segment because it was already zero. The Committee determined that the exercise of negative discretion was appropriate in respect of the performance award factors relating

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•	We continued to emphasize total shareholder return ("TSR") in the financial metrics relating to the long-term incentive program ("LTIP") awards granted to our executive officers, including our NEOs. The performance factors included in the LTIP awards granted to our executive officers during 2015 continued to assign a 34% weighting to TSR, up from 20% in LTIP awards granted prior to 2014.

•

We continued to incorporate additional caps on the LTIP awards granted to our NEOs. The LTIP awards granted to our executive officers during 2015 continued to include an additional sub-limit of 150% on the payouts in respect of any particular performance measure if the Company's adjusted performance for such measure is less than zero. For example, if the Company's three-year average total return to shareholders is negative but outperforms the three-year average total return to shareholders for the Russell 2000 Index companies, the payout in respect of that performance measure cannot exceed 150%.

•

We continued the practice of deferring annual base salary adjustments for our senior executives. Continuing a practice that commenced in 2013, the Committee, at the request of our Chief Executive Officer, deferred the 2015 salary adjustments for our Named Executive Officers, including our Chief Executive Officer and the other senior executive officers who report directly to him, from January 1 to July 1, 2015. The 2015 salary adjustments for all other officers were deferred from January 1 to April 1, 2015. Similar deferrals are planned for 2016.

•

We assessed the potential impact of new revenue recognition rules that are scheduled to become effective for annual reporting periods beginning on or after December 15, 2017. Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which is currently scheduled to become effective for annual reporting periods on or after December 15, 2017, eliminates the transaction- and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. During 2015, the Committee assessed the potential impact the new guidance may have on our incentive compensation program. The new guidance has the potential to significantly affect the way in which the Company recognizes revenue on long-term contracts with customers, but the Committee at this early stage was unable to quantify the full extent of the likely impact. Moreover, the Committee was unable to fully assess the likely impact the new guidance may have on the companies comprising the Russell 2000 Index, against which the Company's own financial performance is measured. The Committee, therefore, determined not to make any change to our incentive compensation program pending a more detailed assessment of the likely impact as the Company prepares for the implementation of the new guidance.

•

We ceased further accruals under our non-contributory qualified defined benefit pension plan (our "Qualified Pension Plan") and our supplemental employees' retirement plan ("SERP") for service after December 31, 2015. During 2010, the Company's Board of Directors approved amendments to the Qualified Pension Plan and the SERP closing them to all new hires and changing the benefit calculation for then-current employees. Among other things, the amendments provided that changes in pay would be taken into account for benefit calculation purposes until December 31, 2010, but years of service credits would continue to accrue through December 31, 2015. Therefore, effective as of January 1, 2016, benefit calculations under our Qualified Pension Plan and our SERP will not include any additional accrual for additional service to the Company.

•	Independent Compensation Consultant – The Committee retains its own compensation consultant who reports directly to the Committee, performs no other work for the Company (other than the biennial director compensation review performed for the Corporate Governance Committee) and attends all Committee meetings.

•	"Double Trigger" Vesting – The change in control agreements with our Named Executive Officers include "double trigger" vesting provisions that require both a change in control of the Company and a qualifying termination of employment, either by the Company without "Cause" or by the executive for "Good Reason," in order to receive change in control severance benefits.

•	No Excise Tax Gross-Ups – None of our employment or change in control agreements include tax gross-up provisions pursuant to which any of our NEOs would be entitled to reimbursement for any excise taxes resulting from a change in control.

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•	No Re-Pricing of Underwater Stock Options – Our equity incentive plans expressly prohibit the re-pricing of underwater stock options.

•	No Time-Vested Restricted Stock Awards – Except for two special retention awards that were granted to our CEO and the President of our Aerospace Segment during the spring of 2014, our NEOs generally do not receive time-vested restricted stock awards. Instead, they receive performance-based long-term incentive awards.

•	Total Shareholder Return Performance Metric – TSR is a significant component of the performance-based long-term incentive awards that are granted to our executive officers, including our Named Executive Officers. Three-year total return to shareholders accounts for 34% of the performance factors incorporated in LTIP awards granted in 2015.

•	Minimal Perquisites – The Company provides minimal perquisites to its executive officers, including its Named Executive Officers.

•

Claw-Back Provisions – Both our CEO and our CFO are subject to contractual compensation claw-back provisions in the event that there is a mandatory restatement of the Company’s financial statements. These provisions also provide that our CEO and our CFO shall be bound by any rules or regulations promulgated by the SEC implementing the requirements of Section 954 of the Dodd-Frank Act or any compensation claw-back policy subsequently adopted by the Committee. In addition, the 2013 Management Incentive Plan expressly provides that all awards under the Plan shall be subject to any compensation recovery policy that may be adopted by the Company.

•	No Hedging or Pledging of Company Stock – Our directors, executive officers and other designated employees are prohibited from engaging in hedging or pledging transactions or short sales of Company stock.

•	Stock Ownership Guidelines – Our directors and senior executives are subject to meaningful stock ownership guidelines. Adherence to these guidelines is monitored by the Committee.

•	Balanced Compensation Program – Our executive compensation program is balanced between annual and long-term financial goals (including total shareholder return), with an emphasis on longer-term strategic objectives.

•	Caps on Incentive Awards – All annual and long-term incentive awards include caps on the maximum payouts that can be achieved under the awards.

(*)	Represents the percentage of votes cast "FOR" and "AGAINST" the proposals, excluding broker non-votes and abstentions. If abstentions were to be counted as votes "AGAINST," the percentage of votes cast "FOR" the proposals would have been 78.0%, 80.3%, 83.8%, 80.6% and 93.7% for 2011, 2012, 2013, 2014 and 2015, respectively.

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Increase shareholder value by motivating talented individuals to achieve the Company’s annual and longer-term financial and strategic operational goals with compensation related to objective benchmarks and Company performance. To accomplish this objective, we use an appropriate mix of pay elements, including salary, annual and long-term incentive opportunities and benefits. Overall, salary and benefits are determined based upon a comparison to the competitive market as reflected by various market surveys of companies that approximate our revenue, while the annual and long-term incentive opportunities are directly related to the Company’s financial performance compared to the Russell 2000 index companies.

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Tie a significant percentage of our senior executives’ incentive compensation to the successful execution of strategic operational goals. To accomplish this, we establish objective and measurable goals on an annual and longer-term basis (generally 3 years) and compare the Company's actual performance to objective, measurable benchmarks. As a result, executives, especially our Named Executive Officers, earn above average compensation when the Company achieves above average financial performance as compared to the Russell 2000 index of companies.

•

Require our Named Executive Officers to maintain a significant equity stake in the Company to further align their interests with those of our shareholders. We maintain meaningful stock ownership guidelines, described in more detail below, that are designed to align the financial interests of our officers, including our Named Executive Officers, with those of our shareholders. To facilitate the accumulation of equity and the satisfaction of these guidelines, the Committee may elect to pay up to one-third (1/3) of a cash-based long-term incentive award payout in shares of Company stock. At the discretion of the Committee, up to the entire amount of such payout may be paid in shares of Company stock to the extent requested by a plan participant.

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Protect against inappropriate risk taking. We use caps on potential awards for both annual and long-term incentives. The Committee also introduced a claw-back policy that is reflected in the employment agreements of our Chief Executive Officer and our Chief Financial Officer. The Committee intends to establish a broader claw-back policy covering all executive officers once the SEC issues final rules and the New York Stock Exchange issues listing conditions for the recovery of incentive compensation as required under Section 954 of the Dodd-Frank Act. In addition, the Company’s Insider Trading Policy expressly prohibits directors, executive officers and other designated employees from engaging in short-term or speculative transactions in Company securities, including, among others, (i) short sales of Company securities; (ii) publicly traded options, puts, calls or other similar derivative securities; (iii) hedging or similar monetization transactions, such as zero-cost collars and forward sale contracts; and (iv) holding Company securities in a margin account or pledging Company securities as collateral for a loan.

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(1)

All information presented was derived from the independent compensation consultant's most recent biennial compensation report, which was presented to the Committee in June of 2015. The Kaman compensation information set forth in the table reflects the midpoint of the Kaman salary grade for each position and the corresponding value of annual and long-term incentive compensation awards at target. Mr. Keating's total compensation figure reflects a long-term incentive opportunity equal to 275% of base salary. The table does not purport to show the actual compensation earned by, or paid to, the executives named in the table.

(1)	Percentages are based on target performance for the annual cash incentive and the long-term incentive elements of compensation.

(2)	Long-term incentive compensation consists of LTIP awards granted under the 2013 Management Incentive Plan.

•	Base Salaries;

•	Annual Cash Incentive Awards;

•	Long-Term Incentive Awards; and

•	Retirement and Other Benefits.

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•	an award opportunity (expressed as a percentage of base salary);

•	performance measures (such as growth in earnings per share);

•	a weighting for each performance measure toward the executive’s total award; and

•	a performance goal for each performance measure (such as a particular earnings per share target).

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(1)	The return on investment for the 25th percentile was (2.3)% and the average return on investment for the 75th percentile was 8.5%.

(2)	The average annual compound EPS growth rate for the 25th percentile was (1.6)% and the average annual compound growth rate for the 75th percentile was 22.5%.

(3)

In accordance with the original authorization of the 2015 annual incentive awards, the modified results shown in the table reflect the following adjustments to our reported financial results: Net earnings and diluted EPS were favorably adjusted by $12.2 million and $0.48, respectively, resulting from adjustments for the dilutive effect from the convertible debt, ERP depreciation and project expense, acquisition costs, costs associated with restructuring of the workforce of the Distribution segment, the performance and investments from the 2015 acquisitions, and a settlement loss associated with a customer contract dispute. Total capitalization was favorably impacted by $6.4 million and $202.7 million related to the ERP capital investments and acquisitions, respectively, made during 2015.

(4)	Except for last three rows, this column represents the product of the Percentage of Factor Earned figures multiplied by the Weighting Factor.

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(1)	2015 actual average ROI was calculated based on operating income and average investment, modified to exclude acquisitions and certain ERP-related long-term investments made in 2015. Actual unadjusted ROI for 2015 was 22.1%.

(2)	Segment operating income increased from $108.7 million in 2014 to an adjusted $115.3 million in 2015, an increase of 6.1%. Segment operating income was adjusted by $5.0 million relating to ERP depreciation, acquisition performance, foreign exchange differences against the plan and a settlement loss associated with a customer contract dispute. Actual unadjusted operating income was $110.3 million.

(3)	Segment sales decreased from $633.0 million in 2014 to an adjusted $600.8 million in 2015, a decrease of 5.1%. Segment sales were adjusted by $3.2 million relating to foreign exchange differences against plan.

(4)	Segment adjusted free cash flow is expressed in millions and represents the net cash provided by (used in) operating activities less expenditures for property, plant & equipment. Free cash flow was adjusted by $3.6 million relating to costs and foreign exchange losses in connection with the two acquisitions. Actual free cash flow was $71.2 million.

(5)	Determined utilizing Annual Incentive Award "Points" Conversion Chart.

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(1)	2015 actual average ROI was calculated based on operating income and average investment, modified to exclude certain long-term investments made in 2015. Actual unadjusted ROI for 2015 was 11.1%.

(2)	Segment operating income decreased from $56.8 million in 2014 to an adjusted $54.6 million in 2015, a decrease of 3.9%. Segment operating income was adjusted by $5.1 million primarily relating to ERP depreciation and related project expense, restructuring costs and acquisition performance. Actual operating income was $49.4 million.

(3)	Segment sales decreased from $1.162 billion in 2014 to an adjusted $1.159 billion in 2015, a decrease of 0.3%. Segment sales were adjusted down by $18.8 million relating to acquisition performance. Actual sales were $1.178 billion

(4)	Segment adjusted free cash flow is expressed in millions and represents the net cash provided by (used in) operating activities less expenditures for property, plant & equipment.

(5)	Determined utilizing Annual Incentive Award "Points" Conversion Chart.

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(1)	Reflects base salary as of the date of grant.

(2)	Reflects estimated value of LTIP awards at 100% of target.

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(1)	Reflects estimated value of LTIP awards at 100% of target.

(2)

Mr. Starr did not receive an LTIP award for the 2013-2015 performance cycle. He began receiving LTIP awards in 2014, when he received a one-year LTIP award for the 2014 performance cycle, a two-year LTIP award for the 2014-2015 performance cycle and a three-year LTIP award for the 2014-2016 performance cycle. Mr. Starr's two-year LTIP award for the 2014-2015 performance cycle is scheduled to be settled in 2016 together with the other LTIP awards with performance cycles ending December 31, 2015. Mr. Starr's 2014 base salary as of the date of grant of this award was $375,000, the target award opportunity as a percentage of such base salary was 140% for the 2014 performance cycle, and the value of the award at target was $525,000.

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*	Kaman 2014-2015 earnings per share growth and return on investment were calculated using the same adjustments approved for the calculation of the 2015 Annual Cash Incentive Awards for Corporate NEOs.

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(1)

Amounts shown in the Stock Awards column reflect the aggregate grant date fair value of restricted stock granted to our Named Executive Officers with respect to the 2014 and 2013 fiscal years in accordance with Accounting Standards Codification (ASC) 718. For a discussion of valuation assumptions, see Note 18 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

(2)

Amounts shown in the Option Awards column reflect the aggregate grant date fair value of stock options granted to our Named Executive Officers with respect to the 2014 and 2013 fiscal years in accordance with ASC 718. For a discussion of valuation assumptions, see Note 18 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

(3)

Amounts for 2015 represent annual cash incentive awards earned by the Named Executive Officers under our annual cash incentive plans, which are discussed in the Compensation Discussion and Analysis, but do not reflect amounts that cannot yet be determined but which may become due under outstanding LTIP awards for the 2013–2015 Performance Cycle for Messrs. Keating, Steiner, Smidler, Galla and Lisle, and the 2014-2015 Performance Cycle for Mr. Starr. The Company will prepare and file a Current Report on Form 8-K disclosing the actual payouts in respect of these awards promptly after they are determined and approved by the Committee in June 2016. Amounts shown for 2014 have been adjusted to reflect the LTIP payouts approved in June 2015 in respect of LTIP awards for performance cycles ended December 31, 2014. Similarly, amounts shown for 2013 have been adjusted to reflect the LTIP payouts approved in June 2014 in respect of LTIP awards for performance cycles ended December 31, 2013. Our LTIP award program is discussed in more detail in the Compensation Discussion and Analysis.

(4)

Represents the total change in the present value of accrued benefits under our defined benefit pension plan and SERP, if applicable, from year to year. Messrs. Smidler and Lisle joined the Company after these plans were closed to new participants. No amounts are shown for Mr. Galla in respect of 2015 and 2013 because the change in the present value of his accrued benefits for such years was negative. Pension plan and SERP benefits are discussed in the Compensation Discussion and Analysis.

(5)

The amounts included in this column consist of the following: Participation in our life insurance program for senior executives, employer matching contributions under our 401(k) Plan, supplemental employer contributions earned under our Deferred Compensation Plan, and perquisites consisting of payments for annual physical examinations, a vehicle allowance and personal use of corporate aircraft. The 2015 figures include supplemental deferred compensation earned for Messrs. Keating, Starr, Steiner, Smidler, Galla and Lisle of $200,702, $46,205, $42,528, $21,730, $38,171, and $33,108, respectively. The 2015 figures also include a vehicle allowance of $33,420 for Mr. Keating, $26,460 for Messrs. Starr, Steiner and Smidler, and $20,448 for Messrs. Galla and Lisle; and $13,250 to each Named Executive Officer for the Company 401(k) match. Infrequently, spouses and guests of Named Executive Officers ride along on Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use involves little or no incremental cost to the Company. Where required by law, income was imputed to the Named Executive Officer for income tax purposes for the items described in this footnote and all such amounts are included in the table.

(6)	Appointed Senior Vice President and Chief Financial Officer effective July 1, 2013, and promoted to Executive Vice President and Chief Financial Officer effective July 1, 2015.

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(1)	Represents an annual cash incentive award granted under the 2013 Management Incentive Plan in respect of 2015 performance. Satisfaction or achievement of the underlying performance criteria, and the resulting award payouts, were determined in February 2016. The maximum value of any annual cash incentive award granted under the 2013 Management Incentive Plan may not exceed $3,000,000.

(2)	Represents a cash-based long-term incentive award granted under the 2013 Management Incentive Plan for the three-year performance period 1/1/15–12/31/17.

(3)

Represents a share-based long-term incentive award granted under the 2013 Management Incentive Plan for the three-year performance period 1/1/15–12/31/17, which, if earned would be paid in shares of Company stock, rather than in cash. Even if the performance criteria are achieved, Mr. Steiner, the only recipient, must remain in the employ of the Company until he reaches 62 years of age in order to actually receive the shares. Unvested share-based LTIP awards are not counted toward compliance with the Company's stock ownership guidelines.

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(1)

Unless otherwise stated, options vest at the rate of 20% per year, beginning March 1 of the year following the grant date and have a term of 10 years. Vesting of these awards may be accelerated upon death, disability, retirement or upon termination of employment following a change in control event, or in other termination of employment circumstances in accordance with the employment agreements and change in control agreements for each Named Executive Officer and otherwise as provided in the 2003 Stock Incentive Plan. Please see the Post-Termination Payments and Benefits section.

(2)	Market value is calculated based on the closing price of the Company’s Common Stock on December 31, 2015 (the last business day of the year), which was $40.81.

(3)

Unless otherwise stated, restrictions lapse with respect to restricted stock awards at the rate of 20% per year, beginning March 1 of the year following the grant date. Lapsing of restrictions may be accelerated upon death, disability, retirement or upon termination of employment following a change in control event, or in other termination of employment circumstances in accordance with the employment agreements and change in control agreements for each Named Executive Officer and otherwise as provided in the equity plans under which the awards were granted. Please see the Post-Termination Payments and Benefits section.

(4)	Represents a special retention award granted to Mr. Steiner that is intended to create an additional financial incentive to remain in the employ of the Company until he reaches age 62, at which time the award vests.

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(1)

These amounts differ from those shown in the Summary Compensation Table. The amounts shown in the Summary Compensation Table for stock options represent the aggregate grant date fair value of awards made during 2015 in accordance with FASB ASC Topic 718. The amounts identified above represent the value actually received for all options (including previously vested but unexercised options) exercised in 2015 measured as the difference between the fair market value of a share of our Common Stock on the day the option was exercised and the exercise price of the option.

(2)

These amounts differ from those shown in the Summary Compensation Table. The value of restricted stock awards included in the Summary Compensation Table represents the aggregate grant date fair value of awards made during 2015 valued in accordance with FASB ASC Topic 718. The amount shown above for restricted stock awards represents the actual value of the restricted stock awards on the date restrictions lapsed, determined based on the fair market value of a share of our Common Stock on that date.

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(1)

Represents the present value of accrued benefits under our pension plan and SERP based upon the following assumptions: (a) for the pension plan, that each executive is employed until retirement, that his or her benefits commence at the earlier of normal retirement age (generally, age 65), and that the earliest age at which an unreduced pension could be received (e.g., age 63 with 30 years of service) and (b) for the SERP, the change to interest rate methodology required under the Pension Protection Act of 2006 and elimination of pre-retirement mortality assumptions because SERP benefits are payable as a lump sum. Please see Note 14 in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, for a description of material assumptions.

(2)	Mr. Starr is not a participant in the SERP because the pension plan was frozen prior to Mr. Starr being appointed an executive officer.

(3)	Messrs. Smidler and Lisle are not participants in the pension plan or the SERP because the pension plans were closed to new hires before Messrs. Smidler and Lisle joined the Company.

(1)	Interest is credited at 120% of Applicable Federal Long-Term Rate.

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•	a pro-rata portion of the executive’s annual bonus for the performance year in which the termination occurs, based upon actual financial performance and payable at the time that annual bonuses are paid to other senior executives of the Company;

•	an immediate lump-sum payment equal to two times (three times in the case of Mr. Keating) the sum of the executive’s then-current base salary and most recent annual bonus paid to, or earned by, the executive, subject to a reduction as set forth in the employment agreements if termination of employment occurs within two years of the executive’s retirement eligibility date;

•	a pro-rata payment in cash for each outstanding LTIP award for which the performance period has not been completed, based upon actual financial performance and payable as and when paid to other participants;

•	continued participation in all medical, dental and vision plans which cover the executive and the executive’s eligible dependents for up to 24 months with the executive continuing to make his share of premium payments, subject to offset due to future employment;

•	full vesting of all outstanding equity awards; and

•	for Messrs. Starr, Smidler and Galla, continued payment of life insurance premiums until the earlier of 24 months following employment termination or attainment of age 65 (but in no event later than the executive’s retirement eligibility date) and for Messrs. Keating and Steiner, continued payment of life insurance premiums for the remainder of their lives.

•	a pro-rata portion of the executive’s annual bonus for the performance year in which the executive’s retirement occurs, based upon actual financial performance and payable at the time that annual bonuses are paid to other senior executives of the Company;

•	a pro-rata payment in cash of each outstanding LTIP award for which the performance period has not been completed, based upon actual financial performance and payable as and when paid to other participants;

•	full vesting of all outstanding equity awards; and

•	for Messrs. Keating and Steiner, continued payment of life insurance premiums for the remainder of their lives provided that they retire at or after age 62.

•	a pro-rata portion of the executive’s annual bonus for the performance year in which the termination occurs based upon target performance, payable at the time that annual bonuses are paid to other senior executives;

•	a pro-rata portion of payment in cash of each outstanding LTIP award for which the performance period has not been completed, based upon actual financial performance and payable as and when paid to other participants;

•	full vesting of all outstanding equity awards; and

•	benefits under the Company’s disability plan or payments under the Company’s life insurance plan, as appropriate.

•	an immediate lump-sum cash payment equal to three times the executive’s base salary, in the case of Mr. Keating, and two times, in the case of the other named executive officers, plus three times, in the case of Mr. Keating, and

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a pro-rata portion of the named executive officer’s annual bonus for the performance year in which the termination occurs (based on actual Company performance through the date of termination) payable on the later of the date that annual bonuses are generally paid to other senior executives and the date that is six months and a day after the executive’s termination of employment (if such bonus payment is not paid until the date that is six months and a day after the executive’s employment termination, the amount shall be credited with interest from March 15th until the date that it is paid);

•	continued participation at the Company’s expense for 24 months in all medical, dental and accidental death and disability plans which cover the executive and the executive’s eligible dependents, subject to offset due to future employment;

•	full vesting of outstanding equity awards (subject to actual performance in the case of performance awards);

•	a pro-rata payment in cash of each outstanding LTIP award for which the performance period has not been completed, based upon actual financial performance and payable as and when paid to other participants;

•

benefits under any post-retirement health care plans if the executive would have otherwise become eligible for those benefits by remaining employed through the second anniversary of the employment termination date, commencing on the later of the date that such coverage would have become first available and the date on which the executive’s post-employment participation in our benefit plans, as described above, terminates;

•

prepayment of premiums under any life insurance policy insuring the life of the executive in the case of Messrs. Keating and Steiner, which shall be payable, with interest, on the date that is six months and one business day after the executive’s termination of employment and, in the case of the other named executive officers, continued payment of remaining life insurance premium payments for which the Company shall establish an irrevocable grantor trust holding assets sufficient to pay such premiums; and

•	reimbursement for up to $30,000 (in the aggregate) for outplacement services until the earlier of the first anniversary of the date of termination or the first day of the executive’s employment with a new employer.

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•	All named executive officers are deemed to have terminated their employment with the Company effective as of December 31, 2015, under the circumstances indicated.

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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, 2015, (ii) the value of all stock options and restricted stock awards that were fully vested as of December 31, 2015, 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, 2015. 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, 2015, which was $40.81.

•

All unvested stock options and restricted stock awards are assumed to have vested in full as of December 31, 2015, 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 31, 2015, 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, 2015.

•	Stock options and restricted stock awards that vested on or before December 31, 2015, which are summarized in the Outstanding Equity Awards at 2015 Fiscal Year-End table;

•	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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(1)	Reflects amounts due to each executive under his employment agreement, assuming the executive's employment is terminated by the Company without "Cause" or by the executive for "Good Reason," as such terms are defined in the employment agreements. All Named Executive Officers have employment agreements, except for Mr. Lisle.

(2)

Reflects amounts due to each executive under his change in control agreement, assuming the executive's employment is terminated during the "change in control" protection period other than (i) by the Company for "Cause," (ii) by reason of death or disability, or (iii) by the executive without "Good Reason," as such terms are defined in the change in control agreements. All Named Executive Officers have change in control agreements.

(3)

Reflects two times (or, for Mr. Keating, three times in the event of a change in control) 2015 base salary and last bonus paid. There are no severance payments due upon retirement, death or disability. However, the Company will pay a pro-rata amount of any annual cash incentive award in the event of retirement, death or disability, to be paid when such awards are normally paid to other executives.

(4)	Reflects the value of unvested stock options that become fully vested upon a qualifying termination, calculated as the difference between the exercise price and $40.81, the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31, 2015. Amounts shown for Mr. Lisle vest immediately only upon a change in control.

(5)	Reflects the value of unvested restricted stock awards that become fully vested upon a qualifying termination, calculated as $40.81 per share, the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31, 2015.

(6)

Reflects a pro-rata payment in respect of outstanding LTIP awards with performance periods ending after December 31, 2015. The actual amount of the payment generally will be determined by multiplying the amount the participant would have received based upon actual performance for the entire performance period by a fraction, the numerator of which is the number of days the participant remained employed with the corporation during such performance period and the denominator of which is the total number of days during the performance period. However, because it is not possible to estimate the actual performance of the Company or the Russell 2000 index, the amounts included in the table have been pro-rated assuming a payment equal to 100% of the targeted amount. Pro rata payments in respect of the LTIP awards held by Mr. Lisle vest immediately at target in the event of death or disability and payment is due within 90 days following the date of termination.

(7)	Reflects the value of the Company’s share of premium payments to be made for medical and dental for 24 months, based on 2016 premiums for active employees with one dependent.

(8)

Reflects the value of regular annual premiums based on the 2015 rate, which will be paid for 24 months, except in the cases of Messrs. Keating and Steiner who are entitled to have their premiums paid for their lifetimes. The premium payment obligation accelerates upon a change in control; the estimated pre-payment for life insurance premium payments as of December 31, 2015, is illustrated in this chart assuming the generational lump sum mortality based on blended RP2000 (as required by the Pension Protection Act of 2006), and interest at 3.47%.

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†	Companies shown in blue are included in the Company Peer Group.

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