ex10h-ii.htm


    
      

    

    Exhibit
      10h(ii)

     

    NON-STATUTORY
      STOCK OPTION AGREEMENT

    (Under
      the Kaman Corporation

    2003
      Stock Incentive Plan)

    


    


    THIS
      AGREEMENT, made and entered into as of the ___ day of _______, 20___,
      by and between KAMAN CORPORATION, a Connecticut corporation, with its principal
      office in Bloomfield, Connecticut (the "Corporation"), and _______________
      (the
      "Optionee");

    


    W
      I T N E S S E T H :

     

    WHEREAS,
      the Optionee is now a full-time salaried employee of the Corporation or a
      subsidiary thereof, the term "Subsidiary" being used herein as defined in the
      Corporation's 2003 Stock Incentive Plan (the "Plan"); and

    


    WHEREAS,
      the Corporation desires to give the Optionee an opportunity to acquire shares
      of
      the Common Stock of the Corporation (the "Stock" or "shares") pursuant to the
      Plan in consideration of and on the terms and conditions stated in this
      Agreement; and

    


    WHEREAS,
      capitalized terms not otherwise defined herein shall have the meanings ascribed
      to them in the Plan;

    


    NOW,
      THEREFORE, in consideration of the premises, and of the mutual
      covenants and agreements contained in this Agreement, the parties agree as
      follows:

    


    1. GRANT
      OF OPTION. Subject to the terms and conditions set forth in this
      Agreement, the Corporation grants to the Optionee, effective the day and year
      first above written (the "date of grant"), the right and option (the "option"),
      exercisable during the period commencing on the date of grant and ending ten
      (10) years and one (1) day after the date of grant, to purchase from the
      Corporation from time to time, up to but not exceeding in the aggregate ________
      shares of the Stock to be issued upon the exercise hereof, fully paid and
      non-assessable; provided that the exercise of the option is restricted as set
      forth in Section 2 of this Agreement.

    


    2. TERMS
      AND CONDITIONS OF OPTION. The following terms and conditions shall
      apply to the option:

    


    (a)
Option
      Price. The purchase
      price of each share subject to the option shall be $______ being 100% of the
      fair market value of such share on the date of grant.

    


    (b)
Type
      of Option. The option
      is a non-statutory stock option which shall not be deemed to meet the
      requirements of an incentive stock option as defined in Section 422 of the
      Internal Revenue Code of 1986, as amended.

    


    
      
        
        

      

      
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    (c)
Period
      of Option. The option
      shall have a term of ten (10) years and one (1) day from the date on which
      it is
      granted; provided however that unless the option shall have already expired
      by
      its terms, the option or the unexercised portion thereof (to the extent
      exercisable on the date of termination of employment) shall terminate at the
      close of business on the day three (3) months following the date on which the
      Optionee ceases to be employed by the Corporation or a Subsidiary, unless a
      longer period is provided under subsection (f) of this Section in the case
      of
      death, Disability or Retirement.

    


    (d)
Exercise
      of Option. The
      option shall be exercisable with respect to not more than ______ percent (___%)
      of the shares subject thereto after the expiration of one (1) year following
      the
      date of grant, and shall be exercisable as to an additional ______ percent
      (____%) of such shares after the expiration of each of the succeeding _______
      (__) years, on a cumulative basis, so that the option, or any unexercised
      portion thereof, shall be fully exercisable after a period of _______ (___)
      years from the date of grant, provided that any portion of the option which
      remains unexercisable shall become exercisable in the event of a Change in
      Control as defined and subject to the conditions set forth in the Plan. The
      Optionee may not exercise the option or any part thereof unless at the time
      of
      such exercise the Optionee shall be employed by the Corporation or a Subsidiary
      and shall have been so employed continuously since the date of grant, excepting
      leaves of absence approved by the Committee, as defined in the Plan; provided,
      however, that an Optionee may exercise the option during the periods described
      in subsections (c) and (f) of this Section following such continuous employment
      unless the option shall have already expired by its terms. The option shall
      be
      exercised in the manner set forth in Section 3 of this Agreement by serving
      written notice of exercise on the Corporation accompanied by full payment of
      the
      purchase price in cash. Any obligation of the Corporation to accept such payment
      and issue the shares as to which such option is being exercised shall be
      conditioned upon the Corporation's ability at nominal expense to issue such
      shares in compliance with all applicable statutes, rules or regulations of
      any
      governmental authority. The Corporation may secure from the Optionee any
      assurances or agreements that the Committee, in its sole discretion, shall
      deem
      necessary or advisable in order that the issuance of such shares shall comply
      with any such statutes, rules or regulations.

    


    (e)
Nontransferability.
      The
      option shall not be transferable by the Optionee otherwise than by will or
      by
      the laws of descent and distribution, and the option shall be exercisable,
      during the Optionee's lifetime, only by the Optionee.

    


    
      	
                  (f)      (i)      In
                the event of the death, Disability or Retirement of the Optionee
                while in
                the employ of the Corporation or a Subsidiary, the option may be
                exercised
                within the period of five (5) years succeeding such Optionee’s death,
                Disability or Retirement, but in no event later than ten (10) years
                and
                one (1) day from the date the option was granted, by the person or
                persons
                designated in the Optionee’s will for that purpose or in the absence of
                any such designation, by the legal representative of the Optionee’s
                estate, or by the Optionee or the Optionee’s legal representative, as the
                case may be.

               

            


    

     

    
      
        
        

      

      
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    (ii) 
      During any period following termination of employment by reason of death,
      Disability or Retirement, during which the option may be exercisable as provided
      in subsection (f) (i) above, such option shall continue to vest in accordance
      with its terms and be and become exercisable as if employment had not
      ceased.

     

    (iii)
      As
      used
      in this Agreement, the term “Retirement” means retirement in accordance with the
      terms of the Corporation's tax-qualified Employees' Pension Plan, the term
      "Disability" or "Disabled" means permanent and total disability as defined
      by
      Code Section 22(e)(3), and the term "Code" means the Internal Revenue Code
      of
      1986, as amended from time to time, and any successor Code, and related rules,
      regulations and interpretations.

    
      	
               

            


    

    (g) Stockholder
      Rights. The
      Optionee shall not be entitled to any rights as a stockholder with respect
      to
      any shares subject to the option prior to the date of issuance to the Optionee
      of such shares.

    


      3.
      MANNER OF EXERCISE OF OPTION. 

      (a)
      The option shall be exercised by delivering to the Chief Financial Officer
      of
      the Corporation from time to time a signed statement of exercise specifying
      the
      number of shares to be purchased, together with cash or a check to the order
      of
      the Corporation for an amount equal to the purchase price of such shares. In
      the
      discretion of the Committee, payment in full or in part may also be made by
      delivery of (i) irrevocable instructions to a broker to deliver promptly to
      the
      Corporation the amount of sale or loan proceeds to pay the exercise price,
      or
      (ii) previously owned shares of Stock not then subject to restrictions under
      any
      Corporation plan (but which may include shares the disposition of which
      constitutes a disqualifying disposition for purposes of obtaining incentive
      stock option treatment for federal tax purposes), or (iii) shares of Stock
      otherwise receivable upon the exercise of such option provided, however, that
      in
      the event the Committee shall determine in any given instance that the exercise
      of such option by withholding shares otherwise receivable would be unlawful,
      unduly burdensome or otherwise inappropriate, the Committee may require that
      such exercise be accomplished in another acceptable manner. For purposes of
      this
      Section 3, such surrendered shares shall be valued at the closing price of
      the
      Stock in the NASDAQ Global Market on the most recent trading day preceding
      the
      date of exercise on which sales of the Stock occurred.

     

      (b)
      The issuance of optioned shares shall be conditioned on the Optionee having
      either (i) paid, or (ii) made provisions satisfactory to the Committee for
      the
      payment of, all applicable tax withholding obligations. The Corporation and
      its
      Subsidiaries shall, to the extent permitted by law, have the right to deduct
      any
      such taxes from any payment of any kind otherwise due to the Optionee. The
      Committee in its discretion, but only upon the written request of the Optionee,
      may permit the Optionee to satisfy federal income tax withholding requirements
      occasioned by the exercise thereof by the surrender of shares otherwise to
      be
      received on the exercise of such option. For purposes of this subsection (b),
      such surrendered shares shall be valued at the closing price of the Stock in
      the
      NASDAQ Global Market on the most recent trading day preceding the date of
      exercise on which sales of the Stock occurred.

     

    
      
        
        

      

      
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     (c)
      Within twenty (20) days after such exercise of the option in whole or in part,
      the Corporation shall cause the shares with respect to which the option shall
      be
      so exercised to be issued in uncertificated form in the Optionee's name,
      provided that, if the stock transfer books of the Corporation are closed for
      the
      whole or any part of said twenty (20) day period, then such period shall be
      extended accordingly. Each purchase of Stock hereunder shall be a separate
      and
      divisible transaction and a completed contract in and of itself.

    


    4.
      STOCK RESERVATIONS. The Corporation shall at all times during the term
      of this Agreement reserve and keep available such number of shares of its Stock
      as will be sufficient to satisfy the requirements of this Agreement, and shall
      pay all original issue taxes, if any, on the exercise of the option, and all
      other fees and expenses necessarily incurred by the Corporation in connection
      therewith.

    


    5.
      TERMINATION OF OPTION. If the Optionee shall no longer be a full-time
      salaried employee of the Corporation or a Subsidiary, Optionee's employment
      being terminated for any reason whatsoever other than death, Disability or
      Retirement, any unexercised portion of the option shall terminate at the close
      of business on the day three (3) months following the date of the termination
      of
      Optionee's employment, unless such option shall have already expired by its
      terms. This option shall be exercisable, if at all, during such three (3) month
      period only to the extent exercisable on the date of termination of employment.
      For purposes of this option, a transfer of the employment of Optionee from
      the
      Corporation to a Subsidiary, or vice versa, or from one Subsidiary to another
      Subsidiary, shall not be deemed a termination of employment.

    


    6.
      EFFECT ON CHANGES IN CAPITAL STRUCTURE. The existence of the option
      shall not affect in any way the right or power of the Corporation or its
      stockholders to make or authorize any or all adjustments, recapitalizations,
      reorganizations or other changes in the Corporation's capital structure or
      its
      business, or any merger or consolidation of the Corporation, or any issue of
      bonds, debentures, preferred or prior preference stocks ahead of or affecting
      the Stock or the rights thereof, or the dissolution or liquidation of the
      Corporation, or any sale or transfer of all or any part of its assets or
      business, or any other corporate act or proceedings, whether of a similar
      character or otherwise.

    


    7.
      DILUTION OR OTHER ADJUSTMENTS. In the event that prior to issuance by
      the Corporation of all the shares of Stock subject to the option, the
      Corporation shall have effected one or more stock splits, stock dividends,
      mergers, reorganizations, consolidations, combinations or exchanges of shares,
      recapitalizations or similar capital adjustments, the Board of Directors of
      the
      Corporation shall equitably adjust the number, kind and option price of the
      shares remaining subject to the option in order to avoid dilution or enlargement
      of option rights.

    


    
      
        
        

      

      
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    8.
      COMPLIANCE WITH LAWS. Notwithstanding any of the provisions hereof, the
      Optionee agrees for himself/herself and his/her legal representatives, legatees
      and distributees that the option shall not be exercisable, and that the
      Corporation shall not be obligated to issue any shares hereunder, if the
      exercise of said option or the issuance of such shares shall constitute a
      violation by the option holder or the Corporation of any provision of any law
      or
      regulation of any governmental authority.

     

    9.
      NOTICES. Every notice or other communication relating to this Agreement
      shall be in writing, and shall be mailed or delivered to the party for whom
      it
      is intended at such address as may from time to time be designated by such
      party
      in a notice mailed or delivered to the other party as herein provided; provided
      that, unless and until some other address be so designated, all notices or
      communications to the Corporation shall be mailed to or delivered to the Chief
      Financial Officer at the principal office of the Corporation, and all notices
      by
      the Corporation to the Optionee may be given to the Optionee personally or
      by
      mail, facsimile or electronic mail to the Optionee at the Optionee’s place of
      employment with the Corporation or a Subsidiary or at the last designated
      address for the Optionee on the employment records of the
      Corporation.

    


    10.
      ADMINISTRATION AND INTERPRETATION. The administration of the option
      shall be subject to such rules and regulations as the Committee deems necessary
      or advisable for the administration of the Plan. The determination or the
      interpretation and construction of any provision of the option by the Committee
      shall be final and conclusive upon all concerned, unless otherwise determined
      by
      the Board of Directors of the Corporation. The option shall at all times be
      interpreted and applied in a manner consistent with the provisions of the Plan,
      and in the event of any inconsistency between the terms of the option and the
      terms of the Plan, the terms of the Plan shall control, the terms of the Plan
      being incorporated herein by reference.

    


        IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed
      as of the date first written above.

     

    


    
      	
               

               

            	
               

               

            	
               

               KAMAN
                CORPORATION

            
	
               

            	
              By:  

            	
               _______________________________

            
	
               

            	
              Its

            
	
               

            	
               

            
	
               

            	
               ________________________________

            
	
               

            	
                                                                                 
                , Optionee

            


    

    


    
      
        
        

      

      
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