ex10h-iv.htm


    
      

    

    Exhibit 10h(iv)


    RESTRICTED
      STOCK 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
      "Participant");

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      it has been determined that the Participant, who currently serves as _________
      of the Corporation, is an Eligible Person under the Corporation's 2003 Stock
      Incentive Plan (the "Plan"); and

    


    WHEREAS,
      effective _________, the Corporation has granted a Restricted Stock Award to
      the
      Participant pursuant to the Plan and subject to the terms and conditions set
      forth 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
      foregoing and of the mutual covenants and agreements herein contained, the
      parties agree as follows:

    


    1.            Restricted
      Stock Award.

    


    (a)            Subject
      to the terms and conditions of this Agreement, _________________ (_____) shares
      of the Common Stock of the Corporation (the "Restricted Shares") shall be
      transferred to the Participant as additional compensation for services rendered
      to the Corporation or one of its Subsidiaries.  The Restricted Shares
      may be subject to forfeiture during a specified time period, as more
      particularly described in Sections 2 and 3 of this Agreement.

    


    (b)   In
      order for the transfer of Restricted Shares to occur, each Participant must
      execute and deliver a copy of this Agreement to the Executive Vice President
      and
      Chief Financial Officer of the Corporation (the “Custodian”) at the
      Corporation's offices in Bloomfield, Connecticut within sixty (60) days of
      the
      date of this Agreement.  Promptly thereafter, the Restricted Shares
      shall be issued in uncertificated form and recorded on the shareholder records
      maintained by the Transfer Agent and Registrar of the Corporation’s Common Stock
      (the “Transfer Agent”).  If the Restricted Shares are subject to
      forfeiture, the Custodian will cause a notation to be placed on such records
      restricting any transfer of the Restricted Shares until the end of the
      applicable Installment Restriction Period described in Section 2 of this
      Agreement.  Restricted Shares not subject to forfeiture at the date of
      grant shall also be promptly issued in uncertificated form to the Participant
      but without such restrictive notation.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (c)            Effective
      upon the date of issuance to the Participant of the Restricted Shares registered
      in the Participant's name, the Participant will be a holder of record of the
      Restricted Shares and will have, subject to the terms and conditions of this
      Agreement, all rights of a shareholder with respect to such shares including
      the
      right to vote such shares at any meeting of shareholders of the Corporation
      at
      which such shares are entitled to vote and the right to receive all
      distributions of any kind paid with respect to such shares.  If
      distributions are paid in the form of shares of Common Stock, any such shares
      will be deemed additional “Restricted Shares” hereunder, will be subject to
      forfeiture if and to the same extent as the shares with respect to which such
      shares are paid as a dividend and will be issued in the same manner as provided
      in subsection (b) above.

    


    2.            Lapse
      of Restrictions. [This Section 2 shall only apply if the Restricted Shares
      are subject to forfeiture and otherwise shall be deleted but marked
“Intentionally Omitted.”]

    


    (a)           All
      restrictions set forth in Section 3 below will lapse in their entirety with
      respect to twenty percent (20%) of the Restricted Shares on each of the
      following dates:

    


    ___________,
      20__

    ___________,
      20__

    ___________,
      20__

    ___________,
      20__

    ___________,
      20__

    


    Each
      such
      period is called an "Installment Restriction Period."  Installment
      Restriction Periods are collectively referred to as the "Restriction
      Period."  Subject to the following provisions, Restricted Shares
      subject to an Installment Restriction Period shall, as of the end of that
      Installment Restriction Period, be no longer subject to forfeiture
      (“vested”).

    


    (b)           As
      soon as reasonably practicable after the end of an Installment Restriction
      Period, the Custodian will instruct the Transfer Agent to remove the transfer
      restriction notation referred to in Section 1(b) of this Agreement; provided,
      however, that the Custodian shall not issue such instruction until the
      Participant has either (i) paid, or (ii) made provisions satisfactory to the
      Committee for the payment of, all applicable tax withholding
      obligations.

    


    (c)           If
      the Participant's employment with or other service to the Corporation or a
      Subsidiary terminates during the Restriction Period because of death or
      Disability, effective on the date of that event all restrictions set forth
      in
      Section 3 of this Agreement will lapse in their entirety with respect to all
      of
      the Restricted Shares and all such shares shall be vested.

    


    3.           Restrictions.  [This
      Section 3 shall only apply if the Restricted Shares are subject to forfeiture
      and otherwise shall be deleted but marked “Intentionally
      Omitted.”]  The Restricted Shares are restricted and subject to
      forfeiture in accordance with and subject to the following
      provisions:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (a)           To
      the extent that the Restricted Shares remain subject to restrictions set forth
      in this Section 3, such restrictions shall lapse in the event of a Change in
      Control, subject to the conditions set forth in the Plan, and, effective upon
      such Change in Control, all such shares shall be vested.

    


    (b)           Except
      as provided in Sections 2(c) and 3(c), if the Participant's employment with
      or
      other service to the Corporation or a Subsidiary terminates during the
      Restriction Period, then effective upon the date of termination, all Restricted
      Shares which are not vested shall automatic­ally be forfeited to the
      Corporation.  Employment or other service will not be deemed to have
      terminated for this purpose by reason of a leave of absence approved by the
      Committee.

    


    (c)           If
      the Participant retires from active service with the Corporation or a Subsidiary
      under the terms of the Kaman Corporation Employees' Pension Plan during the
      Restriction Period, effective upon retirement the Restricted Shares which are
      not vested will automatically be forfeited to the Corporation; except that,
      the
      Committee may, in its sole discretion, allow all restrictions set forth in
      this
      Section 3 to lapse in their entirety with respect to the Restricted Shares
      which
      thereupon shall be vested.

    


    (d)           None
      of the Restricted Shares, nor the Participant's interest in any of the
      Restricted Shares, may be encumbered, sold, assigned, transferred, pledged
      or
      otherwise disposed of at any time during the Restriction Period.  In
      the event of any such action, all then Restricted Shares shall automatically
      be
      forfeited to the Corporation effective upon the date of such
      event.  The Participant will repay to the Corporation all dividends,
      if any, paid on or after the date of the event with respect to the forfeited
      shares.

    


    (e)           If
      the Participant at any time forfeits Restricted Shares pursuant to this
      Agreement, the Custodian is authorized to cause such forfeited shares to be
      cancelled and transferred to the Corporation.  All of the
      Participant's rights to and interest in the Restricted Shares shall terminate
      upon forfeiture without payment of consideration.

    


    (f)           If
      Restricted Shares are forfeited under this Agreement, the Custodian shall direct
      the Transfer Agent to make appropriate entries upon its records showing the
      cancellation of the Restricted Shares and to return the shares to the
      Corporation.

    


    (g)           The
      Committee shall make all determinations in connection with this Agreement,
      including determinations as to whether an event has occurred resulting in the
      forfeiture of or lapse of restrictions on Restricted Shares and all such
      determinations of the Committee shall be final and conclusive.

    


    4.           Appointment
      Of Agent.  By executing this Agreement, the Participant, if the
      Restricted Shares are subject to forfeiture, irrevocably nominates, constitutes
      and appoints the Custodian as his or her agent and attorney-in-fact for purposes
      of surrendering or transferring the Restricted Shares to the Corporation upon
      any forfeiture required or authorized by this Agreement.  This power
      is intended as a power coupled with an interest and shall survive the
      Participant's death.  In addition, it is intended as a durable power
      and shall survive the Participant's Disability.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    5.    No
      Employment Rights.  No provision of this Agreement
      shall:

    


    (a)
      confer or be deemed to confer upon the Participant any right to continue in
      the
      employ of the Corporation or any Subsidiary or in any way affect the right
      of
      the Corporation or any Subsidiary to dismiss or otherwise terminate the
      Participant's employment at any time for any reason with or without cause,
      or

    


    (b)
      be
      construed to impose upon the Corporation or any Subsidiary any liability for
      any
      forfeiture of Restricted Shares which may result under this Agreement if the
      Participant's employment is so terminated, or

    


    (c)
      affect the Corporation's right to terminate or modify any contractual
      relationship with a Participant, who is not an employee of the Corporation
      or a
      Subsidiary.

    


    6.    No
      Liability For Business Acts Or Omissions.

    


    (a)
      The
      Participant recognizes and agrees that the Board or the officers, agents or
      employees of the Corporation, including the Custodian, in their conduct of
      the
      business and affairs of the Corporation, may cause the Corporation to act,
      or to
      omit to act, in a manner that may, directly or indirectly, prevent the
      Restricted Shares from vesting under this Agreement.  No provision of
      this Agreement shall be interpreted or construed to impose any liability upon
      the Corporation, the Board or any officer, agent or employee of the Corporation,
      including the Custodian, for any forfeiture of Restricted Shares that may
      result, directly or indirectly, from any such action or omission.

    


    (b)
      In
      the event of recapitalization, stock split, stock dividend, divisive
      reorganization or other change in capitalization affecting the Corporation's
      shares of Common Stock, an appropriate adjustment will be made in respect of
      the
      Restricted Shares.  Any new or additional or different shares or
      securities issued as the result of such an adjustment will be deemed included
      within the term “Restricted Shares” hereunder, will be subject to forfeiture if
      and to the same extent as the shares with respect to which such adjustment
      is
      made and will be issued in the same manner as provided in Section 1(b) of this
      Agreement.

    


    7.            Interpretation.  This
      Agreement shall at all times be interpreted, administered and applied in a
      manner consistent with the provisions of the Plan. In the event of any
      inconsistency between the terms of this Agreement and the terms of the Plan,
      the
      terms of the Plan shall control and the Plan is incorporated herein by
      reference.

    


    8.            Amendment;
      Modification; Waiver. No provision of this Agreement may be amended,
      modified or waived unless such amendment, modification or waiver shall be
      authorized by the Committee and shall be agreed to in writing by the
      Participant.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    9.            Complete
      Agreement. This Agreement contains the entire Agreement of the parties
      relating to the subject matter of this Agreement and supersedes any prior
      agreements or understandings with respect thereto.

    


    10.            Agreement
      Binding. This Agreement shall be binding upon and inure to the benefit of
      the Corporation, its successors and assigns and the Participant, his or her
      heirs, devisees and legal representatives.

    


    11.            Legal
      Representative. In the event of the Participant's death or a judicial
      determination of his or her incompetence, reference in this Agreement to the
      Participant shall be deemed to refer to his or her legal representative, heirs
      or devisees, as the case may be.

    


    12.            Business
      Day. If any event provided for in this Agreement is scheduled to take place
      on a day on which the Corporation's corporate offices are not open for business,
      such event shall take place on the next succeeding day on which the
      Corporation's corporate offices are open for business.

    


    13.            Titles.  The
      titles to sections or paragraphs of this Agreement are intended solely for
      convenience and no provision of this Agreement is to be construed by reference
      to the title of any section or paragraph.

    


    14.            Notices.

    


    (a)            Any
      notice to the Corporation pursuant to any provision of this Agreement will
      be
      deemed to have been delivered when delivered in person to the Corporation or
      when deposited in the United States mail, addressed to the Secretary of the
      Corporation at the Corporation's corporate offices, or such other address as
      the
      Corporation may from time to time designate in writing.

    


    (b)  Any
      notice to the Participant pursuant to any provision of this Agreement will
      be
      deemed to have been delivered when delivered to the Participant in person or
      when deposited in the United States mail, addressed to the
      Participant at the address on the shareholder records of the
      Corporation or such other address as he or she may from time to time designate
      in writing.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

    


    
      
        	
                Participant

              	 	 	
                KAMAN
                  CORPORATION

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By

              	 	 
	 	 	 	
                Its

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      
                                                       


    
      
        
        

      

      
        6