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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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(1)	Not an independent Director.

(2)	Lead Independent Director.

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(1)

Please refer to Footnote 18, Share-Based Arrangements, contained in the Company’s audited consolidated financial statements for the year ended December 31, 2014, in its Annual Report on Form 10-K. Each stock award consisted of 1,989 shares of Common Stock issued under our 2013 Management Incentive Plan on April 16, 2014. The closing price of our Common Stock on the New York Stock Exchange on the day prior to such date was $40.24.

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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.

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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. 6 to Schedule 13G, dated January 12, 2015, BlackRock, Inc. is the beneficial owner of 2,329,037 shares held by specified subsidiaries as of December 31, 2014. According to the filing, BlackRock, Inc. has the sole power to vote or direct the vote of 2,269,560 shares and the sole power to dispose or to direct the disposition of 2,329,037 shares.

(3)

As reported in Amendment No. 2 to Schedule 13G, dated February 9, 2015, The Vanguard Group is the beneficial owner of 1,752,211 shares held by various investment advisory clients as of December 31, 2014. According to the filing, The Vanguard Group has the sole power to vote or direct the vote of 35,192 shares, the sole power to dispose or to direct the disposition of 1,719,619 shares, and the shared power to dispose or to direct the disposition of 32,592 shares.

(4)

As reported in Amendment No. 4 to Schedule 13G, dated February 17, 2015 as filed with the SEC on February 13, 2015, T. Rowe Price Associates, Inc. ("Price Associates") is the beneficial owner of 1,751,542 shares held by various individual and institutional investors as of December 31, 2014, which Price Associates serves as an investment adviser with power to direct investments and/or power to vote the securities. According to the filing, Price Associates has the sole power to vote or direct the vote of 542,365 shares and the sole power to dispose or to direct the disposition of 1,751,542 shares. For purposes of the reporting requirements of the Securities Exchange Act of 1934, as amended, Price Associates is deemed to be the beneficial owner of such shares; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares.

(5)

As reported in Amendment No. 5 to Schedule 13G, dated February 13, 2015, The London Company is the beneficial owner of 1,381,705 shares held by various investment advisory clients as of December 31, 2014. According to the filing, The London Company has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of 1,275,452 shares and the shared power to dispose or to direct the disposition of 106,253 shares.

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We approved an Executive Employment Agreement for our Chief Financial Officer that includes a compensation clawback provision. In the event that there is a mandatory restatement of the Company’s financial statements for fiscal year 2014 or any year thereafter that results directly from the fraudulent or knowing intentional misconduct of our CFO, the Agreement provides that he shall pay the Company an amount, denominated as the "Recapture Amount," equal to the difference between the incentive compensation paid or received pursuant to awards made within the twelve-month period following first issuance of financial statements that subsequently become subject to the mandatory restatement, and the amount that would have been paid or received based on the financial results reported in the mandatory restatement, as determined by the Committee. The Agreement also provides that 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 clawback policy subsequently adopted by the Committee.

•	We approved an amendment to the Executive Employment Agreement with our Chief Executive Officer conforming the compensation clawback provisions of his agreement to those set forth in our CFO's agreement. Our CEO's

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•	We rebalanced the financial metrics for our long-term incentive program ("LTIP") awards to more closely align our long-term incentives with increases in shareholder value. Three-year total return to shareholders now accounts for 34% of the performance factors incorporated in LTIP awards granted in 2014, up from 20% in prior periods.

•

We added a retention feature to the 2014 LTIP awards granted to our Chief Executive Officer and the President of our Aerospace Segment. The Committee increased the 2014 LTIP award targets for these senior executives which, if achieved, will result in awards to be paid in shares of Company stock that vest only if the executives remain in the employ of the Company until attaining age 62. The Committee also approved an additional grant of restricted shares to these executives that also vests upon attaining age 62.

•	We added additional caps to the LTIP awards granted to our NEOs. The overall payouts in respect of LTIP awards granted to our NEOs were already capped at 200% of target but, during 2014, we amended our LTIP agreements 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.

•	We amended our stock ownership guidelines to require executives to retain a higher percentage of the net shares acquired upon exercise of stock options and restricted stock awards. Executives must now retain at least one-half of the shares acquired, net of shares surrendered to pay taxes and/or exercise price, until they achieve their applicable stock ownership guideline.

•	We amended the 2013 Management Incentive Plan to require a minimum vesting period for stock options. With certain limited exceptions, the plan now establishes a minimum 3-year vesting period for all stock options granted under the Plan.

•

We deferred the 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, again deferred the 2014 salary adjustments for all of 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, 2014. The 2014 salary adjustments for all other officers were deferred until April 1, 2014. Similar deferrals are planned for 2015.

•	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 termination of employment in order to receive 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 NEO’s would be entitled to reimbursement for any excise taxes resulting from a change in control.

•	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 NEO’s generally do not receive time-vested restricted stock awards. Instead, they receive performance-based long-term incentive awards.

•	Total Shareholder Return Performance Metric – Total shareholder return is a significant component of the performance-based long-term incentive awards that are granted to our Named Executive Officers. Three-year total return to shareholders

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•	Minimal Perquisites – The Company provides minimal perquisites to its Named Executive Officers.

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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 clawback 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, the percentage of votes cast "FOR" the proposals would have been 78.0%, 80.3%, 83.8% and 80.6% for 2011, 2012, 2013 and 2014, 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 for our executives and a group of the Russell 2000 index companies that approximate our revenue size, 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.

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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. In 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.

•	Provide compensation and benefits to our Named Executive Officers consistent with practices of similar companies and also aligned with shareholder interests. To accomplish this objective, we have made the following changes in recent years:

◦	Due to uncertain business conditions, potential adjustments in the base salaries of our CEO and his direct reports have been deferred for a period of six months, from January 1 to July 1. Potential adjustments in the annualized base salaries of other officers have been deferred from January 1 to April 1.

◦

The Company closed its supplemental retirement plan to new executive officers in early 2010. Grandfathered participants may continue to earn credited service under this plan until December 31, 2015, but only compensation earned through calendar year 2010 counts toward the final average compensation that is used to calculate supplemental retirement benefits. This treatment is the same as that which applies to participants under our tax-qualified defined benefit pension plan.

◦	Certain perquisites that were available to named executive officers and other executive officers were eliminated in early 2010, including medical expense reimbursement and tax and estate planning reimbursement. Further, leased Company vehicles were replaced with vehicle allowances.

◦	We no longer provide excise tax gross-ups or "single trigger" change-in-control severance benefits. During 2013, the last of our change in control agreements containing pre-existing excise tax gross-up provisions were amended to eliminate these provisions. Our employment and change in control agreements include only “double

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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 2013. The base salary information set forth in the table reflects the base salaries then in effect and does not purport to be current.

(2)	The market median figures for Messrs. Keating and Starr are based upon the market surveys and the sample of Russell 2000 companies referenced above.

(3)	The market median figures for Messrs. Steiner, Smidler, Galla and Lisle are based solely upon the market surveys because compensation information for comparable positions generally is not presented in the proxy statements of the sample Russell 2000 companies.

(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 and, in the cases of Messrs. Keating and Steiner, additional restricted stock awards that are designed to create a financial incentive for such officers to remain in the employ of the Company until they reach normal retirement age.

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•	Base Salaries;

•	Annual Cash Incentive Awards;

•	Long-Term Incentive Awards; and

•	Retirement and Other Benefits.

•	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 (3.1)% and the average return on investment for the 75th percentile was 8.3%.

(2)	The average annual compound EPS growth rate for the 25th percentile was (3.5)% and the average annual compound growth rate for the 75th percentile was 20.1%.

(3)

In accordance with the original authorization of the 2014 annual incentive awards, the modified results shown in the table reflect the following adjustments to our reported financial results: Net earnings and diluted EPS was favorably adjusted by $10.0 million and $0.43, respectively, resulting from adjustment for the dilutive effect from the convertible debt, ERP depreciation and project expense, acquisition costs, the settlement of the Wichita Subpoena Matter, the loss on the divestiture of the Mexico operations and costs associated with the divestiture of the Moosup facility. Total capitalization was favorably impacted by $9.1 million related to the ERP capital investments made during 2014.

(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)	2014 actual average ROI was calculated based on operating income and average investment, modified to exclude certain long-term investments made in 2014. Actual unadjusted ROI for 2014 was 21.3%.

(2)	Segment operating income increased from $102.6 million in 2013 to an adjusted $109.8 million in 2014, an increase of 7.0%. Segment operating income was adjusted by $1.1 million relating to ERP depreciation and the settlement of the Wichita Subpoena Matter. Actual unadjusted operating income was $108.7 million.

(3)	Segment sales increased from $614.0 million in 2013 to $633.1 million in 2014, an increase of 3.1%.

(4)	Segment free cash flow expressed in millions. 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)	2014 actual average ROI was calculated based on operating income and average investment, modified to exclude certain long-term investments made in 2014. Actual unadjusted ROI for 2014 was 12.5%.

(2)	Segment operating income increased from $43.3 million in 2013 to an adjusted $54.4 million in 2014, an increase of 25.8%. Segment's operating income was adjusted by $1.5 million primarily relating to ERP depreciation and related project expense. Actual operating income was $52.9 million.

(3)	Segment sales increased from $1.068 billion in 2013 to $1.185 billion in 2014, an increase of 11.0%.

(4)	Segment free cash flow 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.

(3)	Reflects the target award opportunities for each of Mr. Starr's one-year LTIP award for the 2014 performance cycle, two-year LTIP award for the 2014-2015 performance cycle and three-year (2014 - 2016) performance cycle, all valued at 140% of his base salary.

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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 2012-2014 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 one-year LTIP award for the 2014 performance cycle is scheduled to be settled during 2015 together with the other LTIP awards with performance cycles ending December 31, 2014. 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%, and the value of the award at target was $525,000 .

(3)

Mr. Lisle did not receive an LTIP award for the 2012-2014 performance cycle. He began receiving LTIP awards in 2013, when he received a one-year LTIP award for the 2013 performance cycle, a two-year LTIP award for the 2013-2014 performance cycle and a three-year LTIP award for the 2013-2015 performance cycle. Mr. Lisle's two-year LTIP award for the 2013-2014 performance cycle is scheduled to be settled during 2015 together with the other LTIP awards with performance cycles ending December 31, 2014. Mr. Lisle's 2013 base salary as of the date of grant of this award was $285,000, the target award opportunity as a percentage of such base salary was 90%, and the value of the award at target was $256,500.

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

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*	Kaman 2013 earnings per share growth and return on investment exclude acquisition costs and 2014 earnings per share growth and return on investment were calculated using the same adjustments approved for the calculation of the 2014 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, 2013 and 2012 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, 2014.

(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, 2013 and 2012 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, 2014.

(3)

Amounts for 2014 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 2012–2014 Performance Cycle for Messrs. Keating, Steiner, Smidler and Galla, the 2013-2014 Performance Cycle for Mr. Lisle, and the 2014 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 2015. 2013 amounts have been adjusted to reflect the LTIP payouts approved in June 2014 in respect of LTIP awards for performance cycles ended as of December 31, 2013. Similarly, 2012 amounts have been adjusted to reflect the LTIP payouts approved in June 2013 in respect of LTIP awards for performance cycles ended December 31, 2012. 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 pension plan and SERP, if applicable, from year to year. Pension plan and SERP benefits are discussed in more detail 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 the corporate aircraft. The 2014 figures include supplemental deferred compensation earned for Messrs. Keating, Starr, Steiner, Smidler, Galla and Lisle of $183,726, $24,902, $37,902, $16,564, $35,359, and $28,619, respectively. The 2014 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 $13,000 to each Named Executive Officer for the Company 401(k) match. Infrequently, spouses and guests of Named Executive Officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use involves minimal 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. Compensation information for 2012 has been omitted pursuant to applicable SEC rules and regulations.

(7)	Appointed Senior Vice President and General Counsel effective December 1, 2012. Compensation information for 2012 has been omitted pursuant to applicable SEC rules and regulations.

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(1)	Represents an annual cash incentive award granted under the 2013 Management Incentive Plan in respect of 2014 performance. Satisfaction or achievement of the underlying performance criteria, and the resulting award payouts, were determined in February 2015.

(2)	Represents a cash-based long-term incentive award granted under the 2013 Management Incentive Plan for the three-year performance period 1/1/14–12/31/16.

(3)

Represents a share-based long-term incentive award granted under the 2013 Management Incentive Plan for the three-year performance period 1/1/14–12/31/16, which, if earned would be paid in shares of Company stock, rather than in cash. Even if the performance criteria are achieved, each 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.

(4)	Represents restricted stock units granted under the 2013 Management Incentive Plan that vest only if the recipient remains in the employ of the Company until he reaches 62 years of age.

(5)	Represents a cash-based long-term incentive award granted under the 2013 Management Incentive Plan for the one-year performance period 1/1/14–12/31/14.

(6)	Represents a cash-based long-term incentive award granted under the 2013 Management Incentive Plan for the two-year performance period 1/1/14–12/31/15.

(7)	Represents a restricted stock award under the 2013 Management Incentive Plan. 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. Vested and unvested shares of restricted stock are counted toward compliance with the Company's stock ownership guidelines.

(8)

Represents a stock option award under the 2013 Management Incentive Plan. Options vest 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 2013 Management Incentive Plan on the grant date. Unvested stock options are not counted toward compliance with the Company's stock ownership guidelines.

(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, 2014 (the last business day of the year), which was $40.09.

(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 special retention awards granted to Messrs. Keating and Steiner that are intended to create an additional financial incentive for these officers to remain in the employ of the Company until they reach normal retirement age. Awards vest in full upon attaining age 62.

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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 2014 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 2014 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 2014 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, 2014, 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 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 the sum of the executive’s then-current base salary (three times in the case of Mr. Keating) 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.

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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 two times, in the case of the other named executive officers, the last annual bonus paid or awarded to the executive in the three years preceding the date of termination, which shall be payable, with interest, on the date that is six months and one business day after the executive’s termination of employment;

•

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;

•	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;

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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, 2014, 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, 2014, (ii) the value of all stock options and restricted stock awards that were fully vested as of December 31, 2014, 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, 2014. 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, 2014, which was $40.09.

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All unvested stock options and restricted stock awards are assumed to have vested in full as of December 31, 2014, 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, 2014, 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, 2014.

•	Stock options and restricted stock awards that vested on or before December 31, 2014, which are summarized in the Outstanding Equity Awards at 2014 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) 2014 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 $40.09, the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31, 2014. 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 $40.09 per share, the closing price of the Company’s Common Stock on the New York Stock Exchange on December 31, 2014.

(6)

Reflects a pro-rata payment in respect of outstanding LTIP awards with performance periods ending after December 31, 2014. 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 2014 premiums for active employees with one dependent.

(8)

Reflects the value of regular annual premiums based on the 2014 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, 2014, is illustrated in this chart assuming mortality based on blended RP2000 (as required by the Pension Protection Act of 2006), and interest at 3.15%.

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