ex10-1.htm


    
      

    

    Exhibit
      10.1

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    


     

    This
      EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as
      of   August 7, 2007 between KAMAN CORPORATION, a Connecticut
      corporation (the “Company”), and NEAL J. KEATING (the “Executive”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company has offered employment to the Executive on the terms set forth
      below; and

     

    WHEREAS,
      the Executive is prepared to accept such employment, subject to such
      terms;

     

    NOW
      THEREFORE, in consideration of the foregoing, of the mutual promises contained
      herein and of other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto hereby agree as
      follows:

     

    
      	
               

            	
              1.

            	
              EMPLOYMENT
                TERM; NO CONFLICTING CONTRACTUAL
                OBLIGATIONS.

            


    

     

    a)           The
      Executive’s term of employment under this Agreement shall be for an initial term
      commencing on September 17, 2007 (the "Effective Date") and shall end on the
      third anniversary of the Effective Date.  The term of this Agreement
      shall be automatically extended thereafter for successive one (1) year periods
      unless, at least ninety (90) days prior to the end of the initial term of this
      Agreement or the then current succeeding one-year extended term of this
      Agreement, the Company or Executive has notified the other that the term
      hereunder shall terminate upon its expiration date.  The initial term
      of this Agreement, as it may be extended from year to year thereafter, is herein
      referred to as the "Employment Term."  In all events hereunder,
      Executive's employment is subject to earlier termination pursuant to Section
      7
      hereof, and upon such earlier termination the Employment Term shall be deemed
      to
      have ended.

     

    b)         Executive
      represents that there are no agreements, understandings or legal requirements
      applicable to him that prohibit the execution of this Agreement or prohibit
      or
      otherwise limit the performance of his obligations hereunder or his duties
      as an
      employee of the Company nor will the execution of this Agreement and the
      performance of such obligations or duties result in a conflict of interest
      between him and any other party.

    


     

    2.           POSITION
      & DUTIES.

     

    (a)           The
      Executive shall serve as the Company’s President and Chief Operating Officer
      under this Agreement, beginning on the Effective Date.  Executive
      shall be appointed President and Chief Executive Officer effective no later
      than
      January 1, 2008 and shall thereafter serve as President and Chief Executive
      Officer during the Employment Term.  As President and Chief Operating
      Officer or President and Chief Executive Officer, as the case may be, the
      Executive shall have such duties, authorities and responsibilities commensurate
      with the duties, authorities and responsibilities of persons in similar
      capacities in similarly sized companies and such other duties and
      responsibilities as the Company’s Board of Directors (the “Board”) shall
      designate that are consistent with the Executive’s position as President and
      Chief Operating Officer or President and Chief Executive Officer, as the case
      may be.

     

    
      
        
        

      

      
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    (b)           During
      the Employment Term, the Executive shall use the Executive’s best reasonable
      efforts to perform faithfully and efficiently the duties and responsibilities
      assigned to the Executive hereunder (including applicable obligations under
      state law) and devote substantially all of the Executive’s business time
      (excluding periods of vacation and other approved leaves of absence) to the
      performance of the Executive’s duties with the Company, provided the foregoing
      shall not prevent the Executive from (i) participating in charitable, civic,
      educational, professional, community or industry affairs or, with prior written
      approval of the Board, serving on the board of directors or advisory boards
      of
      other companies; and (ii) managing the Executive’s and the Executive’s family’s
      personal investments so long as such activities do not materially interfere
      with
      the performance of the Executive’s duties hereunder or create a potential
      business conflict or the appearance thereof.  If at any time service
      on any board of directors or advisory board would, in the good faith judgment
      of
      the Board, conflict with the Executive’s fiduciary duty to the Company or create
      any appearance thereof, the Executive shall promptly resign from such other
      board of directors or advisory board after written notice of the conflict is
      received from the Board.

     

    (c)           The
      Executive further agrees to serve without additional compensation as an officer
      and director of any of the Company’s subsidiaries and agrees that any amounts
      received from any such corporation may be offset against the amounts due
      hereunder.

     

    3.           BASE
      SALARY.  The Company agrees to pay the Executive a base salary (the
“Base Salary”) during the Employment Term at an annual rate of $640,000 (subject
      to an increase to $675,000 effective January 1, 2008 and thereafter, possible
      increases if the Board, in its sole discretion, so determines), payable in
      accordance with the regular payroll practices of the Company, but not less
      frequently than monthly.  The Base Salary represents
      compensation for both officer roles described in Section 2(a) as well as any
      other  positions served by Executive.

     

    4.           BONUSES.  The
      Executive shall be eligible to participate in the Company’s bonus and other
      short- and long-term incentive compensation plans and programs for the Company’s
      senior executives at a level commensurate with the Executive’s position during
      the Employment Term.  The Executive shall have the opportunity to earn
      an annual target bonus measured against performance criteria to be determined
      by
      the Board (or a committee thereof) of at least 80% of Base Salary as an initial
      target bonus opportunity as described in the terms of the Company’s annual bonus
      plan as then in effect.  Except as provided under Section 8 of the
      Agreement, the Executive shall receive payments with respect to the plans and
      programs described in this Section 4 in accordance with the terms of such plans
      and programs.

     

    5.           EQUITY
      AWARDS.  The Executive shall be eligible to receive grants of stock
      options, stock appreciation rights, restricted stock and other equity awards
      at
      the sole discretion of the Board or the Personnel and Compensation Committee
      (the “Compensation Committee”).  The Executive shall be subject to,
      and shall comply with, the Company’s stock ownership guidelines (unless waived
      by the Compensation Committee) and the Company’s reasonable policies regarding
      forfeitures of cash and equity incentive awards due to material financial
      restatements due to executive misconduct, as may be in effect from time to
      time,
      it being agreed that any such policies shall only be effective with respect
      to
      awards made on or after the Effective Date.  If there is a Change in
      Control (as defined in the Kaman Corporation 2003 Stock Incentive Plan in effect
      on the date hereof), all then outstanding unvested equity awards granted to
      the
      Executive (for example, stock options, stock appreciation rights and restricted
      stock), whether under this Agreement or otherwise, will fully vest and become
      non-forfeitable and remain exercisable in accordance with the terms of the
      applicable Company plans.

     

    
      
        
        

      

      
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    6.           EMPLOYEE
      BENEFITS.

     

    (a)           BENEFIT
      PLANS.  The Executive shall be entitled to participate in all employee
      benefit plans of the Company including, but not limited to, pension, thrift,
      profit sharing, medical coverage, education, other retirement or welfare
      benefits and perquisites (as approved by the Compensation Committee) that the
      Company has adopted or may adopt, maintain or contribute to for the benefit
      of
      its senior executives at a level commensurate with the Executive’s positions
      subject to satisfying the applicable eligibility requirements.

     

    (b)           VACATION.  The
      Executive shall be entitled to at least 4 weeks paid vacation per year. Vacation
      may be taken at such times as the Executive elects with due regard to the needs
      of the Company.  Unused vacation at the end of a calendar year shall
      be forfeited according to the Company’s vacation policy.

     

    (c)           AUTOMOBILE.  The
      Company shall provide the Executive with a leased automobile as approved by
      the
      Compensation Committee as per the Company’s perquisites policy from time to
      time.

     

    (d)           BUSINESS
      AND ENTERTAINMENT EXPENSES.  Upon presentation of appropriate
      documentation, the Executive shall be reimbursed in accordance with the
      Company’s expense reimbursement policy for all reasonable and necessary business
      and entertainment expenses incurred in connection with the performance of the
      Executive’s duties hereunder.

     

    (e)           CERTAIN
      AMENDMENTS.  Nothing herein shall be construed to prevent the Company
      from amending, altering, eliminating or reducing any plans, benefits or programs
      so long as the Executive continues to receive compensation and benefits
      consistent with Sections 3 through 6.

     

    7.           TERMINATION.  The
      Executive’s employment and the Employment Term shall terminate on the first of
      the following to occur:

     

    (a)           DISABILITY.  Upon
      written notice by the Company to the Executive of termination due to Disability,
      while the Executive remains Disabled.  For purposes of this Agreement,
“Disability” shall be deemed the reason for the termination by the Company of
      the Executive’s employment, if, as a result of the Executive incapacity due to
      physical or mental illness, the Executive shall have been absent from fully
      performing the Executive’s duties with the Company for a period of 6 consecutive
      months, the Company shall have provided a notice of termination under this
      Section 7(a), and, within thirty days after such notice being given, the
      Executive shall not have returned to the fully performing the Executive’s duties
      hereunder.

     

    
      
        
        

      

      
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    (b)           DEATH.  Automatically
      on the date of death of the Executive.

     

    (c)           CAUSE.  Immediately
      upon written notice by the Company to the Executive of a termination for
      Cause.  “Cause” shall mean (i) Executive’s conviction of (or a plea of
      guilty or nolo contendere to) a felony or any crime involving moral turpitude,
      dishonesty, fraud, theft or financial impropriety; or (ii) a determination
      by a
      majority of the Board in good faith that Executive has (A) willfully and
      continuously failed to perform substantially the Executive’s duties (other than
      any such failure resulting from the Executive’s Disability or incapacity due to
      bodily injury or physical or mental illness), after a written demand for
      substantial performance is delivered to the Executive by the Board that
      specifically identifies the manner in which the Board believes that the
      Executive has not substantially performed the Executive’s duties, (B) engaged in
      illegal conduct, an act of dishonesty or gross misconduct, in each case which
      is
      in the course of the Executive’s employment and materially injurious to the
      Company, (C) willfully violated a material requirement of the Company’s code of
      conduct or the Executive’s fiduciary duty to the Company, or D) violated section
      1 (b) of this Agreement.  No act or failure to act on the part of the
      Executive shall be considered “willful” unless it is done, or omitted to be
      done, by the Executive in bad faith and without reasonable belief that the
      Executive’s action or omission was in, or not opposed to, the best interests of
      the Company.  Notwithstanding the foregoing, Cause shall not include
      any act or omission of which the Audit Committee of the Board (or the full
      Board) has had actual knowledge of all material facts related thereto for at
      least 90 days without asserting that the act or omission constitutes
      Cause.

     

    (d)           WITHOUT
      CAUSE.  Upon written notice by the Company to the Executive of an
      involuntary termination without Cause and other than due to death or
      Disability.

     

    (e)           GOOD
      REASON.  Upon written notice by the Executive to the Company of a
      termination for Good Reason, unless such events are corrected in all material
      respects by the Company within 30 days following written notification by the
      Executive to the Company, that the Executive intends to terminate the
      Executive’s employment hereunder for one of the reasons set forth
      below.  “Good Reason” shall mean, without the Executive’s express
      written consent, the occurrence of any of the following events:

     

        (1)           the
      Company removing the Executive from the position of President and Chief
      Operating Officer or President and Chief Executive Officer, as the case may
      be
      (other than for Cause);

     

    (2)           a
      reduction of the Executive’s Base Salary, annual initial target bonus
      opportunity or modified bonus opportunity to the extent the modification to
      the
      initial target bonus opportunity is adverse to the Executive relative to the
      modification made to the initial target bonus opportunity of other senior
      officers of the Executive’s business unit;

     

    (3)           a
      failure to pay the Executive’s compensation or benefits provided or referred to
      under this Agreement;

     

    (4)           the
      Executive being required to relocate to a principal place of employment more
      than 50 miles from the Executive’s principal place of employment with the
      Company as of the Effective Date; or

     

    
      
        
        

      

      
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    (5)           the
      assignment of duties to the Executive that are materially inconsistent with
      the
      Executive’s positions as President and Chief Operating Officer or President and
      Chief Executive Officer, as the case may be.

     

    Notwithstanding
      the foregoing, (i) a suspension of the Executive’s title and authority while on
      administrative leave due to a reasonable belief that the Executive has engaged
      in misconduct, whether or not the suspected misconduct constitutes Cause for
      employment termination, shall not be considered “Good Reason”; provided that if
      such leave is unpaid and either the Executive returns to full-time employment
      under this Agreement or it is subsequently determined the Executive’s employment
      is to be terminated without Cause, then the compensation and benefits that
      would
      have been payable during such leave will be paid as soon as reasonably
      practicable with interest at the prime rate beginning as of the date such leave
      commenced plus 100 basis points; (ii) an event shall not be considered Good
      Reason if the Executive fails to deliver notice of termination for Good Reason
      within 90 days of the Executive’s actual knowledge of the event, and (iii)
      prospective changes to employee benefits (as defined in Section 6) for future
      employment made on an across-the-board basis to all similarly situated
      executives of the Company and its subsidiaries shall not be considered Good
      Reason.

     

    (f)           WITHOUT
      GOOD REASON.  Upon 60 days’ prior written notice by the Executive to
      the Company of the Executive’s termination of employment without Good Reason
      (which the Company may, in its sole discretion, make effective earlier than
      any
      notice date).

     

    (g)           RETIREMENT.  Upon
      remaining employed with the Company until at least the attainment of age 65
      (the
“Retirement Eligibility Date”).  Nothing herein shall be construed as
      limiting the Executive’s right, if any, to terminate employment prior to the
      Retirement Eligibility Date and receive compensation and benefits, as
      applicable, provided under the respective terms of the Company’s benefit
      plans.

     

    8.           CONSEQUENCES
      OF TERMINATION.  Any termination payments made and benefits provided
      under this Agreement to the Executive shall be in lieu of any termination or
      severance payments or benefits for which the Executive may be eligible under
      any
      of the plans, policies or programs of the Company or its affiliates as may
      be in
      effect from time to time including but not limited to the Change in Control
      Agreement.  Except to the extent otherwise provided in this Agreement,
      all benefits, including, without limitation, stock options, stock appreciation
      rights, restricted stock units and other awards under the Company’s long-term
      incentive programs, shall be subject to the terms and conditions of the plan
      or
      arrangement under which such benefits accrue, are granted or are
      awarded.  Subject to Section 9, the following amounts and benefits
      shall be due to the Executive.

     

    (a)           DISABILITY.  Upon
      employment termination due to Disability, the Company shall pay or provide
      the
      Executive (i) any unpaid Base Salary through the date of termination and any
      accrued vacation in accordance with Company policy; (ii) any unpaid bonus or
      other short-term and long-term incentive compensation as described in Section
      4
      above earned with respect to any completed fiscal year; (iii) reimbursement
      for
      any unreimbursed expenses incurred through the date of termination; (iv) all
      other payments and benefits to which the Executive may be entitled under the
      terms of any applicable compensation arrangement or benefit, equity or
      perquisite plan or program or grant or this Agreement, including but not limited
      to any applicable pension, retirement and insurance benefits (collectively,
      “Accrued Amounts”).  Executive will also be paid a pro-rata portion of
      the Executive’s annual bonus for the performance year in which the Executive’s
      termination occurs, payable at the time that annual bonuses are paid to other
      senior executives (determined by multiplying the amount the Executive would
      have
      received had employment continued through the end of the performance year by
      a
      fraction, the numerator of which is the number of days during the performance
      year of termination that the Executive is employed by the Company and the
      denominator of which is 365).

     

    
      
        
        

      

      
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    (b)           DEATH.  In
      the event the Employment Term ends on account of the Executive’s death, the
      Executive’s estate (or to the extent a beneficiary has been designated in
      accordance with a program, the beneficiary under such program) shall be entitled
      to any Accrued Amounts, including but not limited to proceeds from any Company
      sponsored life insurance programs.  Executive’s estate (or
      beneficiary) will also be paid a pro-rata portion of the Executive’s annual
      bonus for the performance year in which the Executive’s death occurs, payable at
      the time that annual bonuses are paid to other senior executives (determined
      by
      multiplying the amount the Executive would have received based upon target
      performance had employment continued through the end of the performance year
      by
      a fraction, the numerator of which is the number of days during the performance
      year of termination that the Executive is employed by the Company and the
      denominator of which is 365).

     

    (c)           TERMINATION
      FOR CAUSE OR WITHOUT GOOD REASON.  If the Executive’s employment
      should be terminated (i) by the Company for Cause, or (ii) by the Executive
      without Good Reason, the Company shall pay to the Executive any Accrued
      Amounts.

     

    (d)           TERMINATION
      WITHOUT CAUSE OR FOR GOOD REASON.  If the Executive’s employment by
      the Company is terminated by the Company other than for Cause (other than a
      termination due to Disability or death) or by the Executive for Good Reason,
      then the Company shall pay or provide the Executive with:

     

    (1)           Accrued
      Amounts;

     

    (2)           a
      pro-rata portion of the Executive’s annual bonus for the performance year in
      which the Executive’s termination occurs, payable at the time that annual
      bonuses are paid to other senior executives (determined by multiplying the
      amount the Executive would have received based upon actual financial performance
      had employment continued through the end of the performance year by a fraction,
      the numerator of which is the number of days during the performance year of
      termination that the Executive is employed by the Company and the denominator
      of
      which is 365);

     

    (3)           an
      amount equal to the product of two times the sum of (i) the Executive’s then
      Base Salary and (ii) the most recent annual bonus paid to the Executive (or
      awarded by the Board or the Compensation Committee for the preceding calendar
      year if not then paid), payable in a single lump sum commencing on the earliest
      payroll date that does not result in adverse tax consequences to Executive
      under
      Section 409A of the Code.  Notwithstanding the foregoing, if the
      Executive terminates employment within two years of his Retirement Eligibility
      Date, the lump sum amount described in the immediately preceding sentence shall
      be reduced by multiplying it by a fraction, the numerator of which is the number
      of days from the Executive’s employment termination date until the Retirement
      Eligibility Date, and the denominator of which is 730;

     

    
      
        
        

      

      
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    (4)           each
      cash-based long-term performance award for which the performance period has
      not
      yet been completed as of the date of such termination shall be deemed fully
      vested and fully earned and then shall be cancelled in exchange for a cash
      payment equal to 100% of the target value of such award multiplied by a
      fraction, the numerator which is the number of days the Executive remained
      employed with the Company during the award’s performance period and the
      denominator of which is the total number of days during the award’s performance
      period;

     

    (5)           title
      to the Company automobile to the Executive on an “as is” basis, with the
      automobile’s fair market value being taxable to the Executive;

     

    (6)           subject
      to the Executive’s continued co-payment of premiums, if required under Company
      policy, continued participation for 24 months but in no event later than the
      Retirement Eligibility Date in all medical, dental and vision plans which cover
      the Executive (and eligible dependents) upon the same terms and conditions
      (except for the requirements of the Executive’s continued employment) in effect
      for active employees of the Company.  In the event the Executive
      obtains other employment that offers substantially similar or improved benefits,
      as to any particular medical, dental or vision plan, such continuation of
      coverage by the Company for such similar or improved benefit under such plan
      under this subsection shall immediately cease.  The continuation of
      health benefits under this subsection shall reduce and count against the
      Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of
      1985, as amended (“COBRA”); and

     

    (7)           the
      Company shall continue to pay all premiums on the life insurance coverage issued
      to the Executive for 24 months but in no event later than the Retirement
      Eligibility Date.

     

    (e)           RETIREMENT.  If
      the Executive terminates employment on or following the Executive’s Retirement
      Eligibility Date, the Company shall pay to the Executive:

     

    (1)           any
      Accrued Amounts;

     

    (2)           a
      pro-rata portion of the Executive’s annual bonus for the performance year in
      which the Executive’s retirement occurs, payable at the time that annual bonuses
      are paid to other senior executives (determined by multiplying the amount the
      Executive would have received based upon actual financial performance had
      employment continued through the end of the performance year by a fraction,
      the
      numerator of which is the number of days during the performance year of
      termination that the Executive is employed by the Company and the denominator
      of
      which is 365);

     

    (3)           each
      cash-based long-term performance award for which the performance period has
      not
      yet been completed as of the date of such termination shall be deemed fully
      vested and fully earned and then shall be cancelled in exchange for a cash
      payment within 10 business days after the date of the Executive’s retirement
      with payment equal to 100% of the target value of such award multiplied by
      a
      fraction, the numerator which is the number of days the Executive remained
      employed with the Company during the award’s performance period and the
      denominator of which is the total number of days during the award’s performance
      period;

     

    
      
        
        

      

      
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    (4)           title
      to the Company automobile to the Executive on an “as is” basis, with the
      automobile’s fair market value being taxable to the Executive; and

     

    (5)           the
      Executive shall be considered to have “retired” on the Executive’s date of
      termination of employment with the Company on or following the Executive’s
      Retirement Eligibility Date for purposes of any plans, programs, agreements
      or
      arrangements with the Company or its affiliates.

     

    (f)           ACCELERATION
      OF EQUITY AWARDS

     

    If
      the
      Executive’s employment by the Company is terminated by the Company for
      Disability (as defined in Section 7(a)) or without Cause (as defined in Section
      7(c)), or by the Executive for Good Reason (as defined in Section 7(e)),
      Retirement (as defined in Section 7(g)) or due to death, all then outstanding
      unvested equity awards granted to the Executive (for example, stock options,
      stock appreciation rights and restricted stock), whether under this Agreement
      or
      otherwise, will fully vest and become non-forfeitable and remain exercisable
      in
      accordance with the terms of the applicable Company plans.

     

    (g)           COORDINATION
      WITH CHANGE IN CONTROL AGREEMENT.

     

    Notwithstanding
      anything to the contrary set forth in this Agreement,
      if the Executive’s employment with the Company is terminated under circumstances
      that result in the payment of “Severance Payments” under the Executive’s Change
      in Control Agreement, the Severance Payments under the Executive’s Change in
      Control Agreement shall be in lieu of any severance benefits otherwise payable
      to the Executive under this Section 8.

     

    9.           CONDITIONS.  Any
      payments or benefits made or provided pursuant to Section 8 (other than Accrued
      Amounts) are subject to the Executive’s:

     

    (a)           compliance
      with the provisions of Section 11 hereof;

     

    (b)           delivery
      to the Company of an executed Agreement and General Release (the “General
      Release”), which shall be substantially in the form attached hereto as Appendix
      A (with such changes therein or additions thereto as needed under then
      applicable law to give effect to its intent and purpose) within 21 days of
      presentation thereof by the Company to the Executive; and

     

    (c)           delivery
      to the Company of a resignation from all offices, directorships and fiduciary
      positions with the Company, its affiliates and employee benefit
      plans.

     

    For
      purposes of any payments or benefits provided under Section 8 (other than
      Accrued Amounts) to an Executive’s beneficiary or estate, the beneficiary or
      estate shall comply with the provisions of Section 9(b) and Section
      11(e).

     

    
      
        
        

      

      
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    Notwithstanding
      the due date of any post-employment payments, any amounts due following a
      termination under this Agreement (other than Accrued Amounts) shall not be
      due
      until after the expiration of any revocation period applicable to the General
      Release without the Executive having revoked such General Release, and any
      such
      amounts shall be paid to the Executive within ten (10) days of the expiration
      of
      such revocation period without the occurrence of a revocation by the Executive
      (or such later date as may be required under Section 409A of the Code in
      accordance with Section 20 hereof).  Nevertheless (and regardless of
      whether the General Release has been executed by the Executive), upon any
      termination of Executive’s employment, Executive shall be entitled to receive
      any Accrued Amounts, payable within thirty (30) days after the date of
      termination of employment or in accordance with the applicable plan, program
      or
      policy.  In the event that the Executive dies before all payments
      pursuant to this Section 9 have been paid, all remaining payments shall be
      made
      to the beneficiary specifically designated by the Executive in writing prior
      to
      the Executive’s death, or, if no such beneficiary was designated (or the Company
      is unable in good faith to determine the beneficiary designated), to the
      Executive’s personal representative or estate.

     

    10.           SECTION
      4999 EXCISE TAX.  The Company shall provide the Executive with a
“Gross-Up Payment”, as defined in the Change in Control Agreement between the
      Company and the Executive effective as of August 7, 2007 in the event that
      any
      payment made under this Agreement is subject to excise tax under Section 4999
      of
      the Code and the Change in Control Agreement does not apply to such
      payment.

     

    11.           POST-EMPLOYMENT
      OBLIGATIONS

     

    (a)           CONFIDENTIALITY.  The
      Executive agrees that the Executive shall not, directly or indirectly, use,
      make
      available, sell, disclose or otherwise communicate to any person, other than
      in
      the course of the Executive’s employment and for the benefit of the Company,
      either during the period of the Executive’s employment or at any time
      thereafter, any nonpublic, proprietary or confidential information, knowledge
      or
      data relating to the Company, any of its subsidiaries, affiliated companies
      or
      businesses, which shall have been obtained by the Executive during the
      Executive’s employment by the Company.  The foregoing shall not apply
      to information that (i) was known to the public prior to its disclosure to
      the
      Executive; (ii) becomes known to the public subsequent to disclosure to the
      Executive through no wrongful act of the Executive or any representative of
      the
      Executive; or (iii) the Executive is required to disclose by applicable law,
      regulation or legal process (provided that the Executive provides the Company
      with prior notice of the contemplated disclosure and reasonably cooperates
      with
      the Company at its expense in seeking a protective order or other appropriate
      protection of such information).  Notwithstanding clauses (i) and (ii)
      of the preceding sentence, the Executive’s obligation to maintain such disclosed
      information in confidence shall not terminate where only portions of the
      information are in the public domain.

     

    (b)           NON-SOLICITATION.  In
      the event that the Executive receives severance benefits under Section 8(d)
      of
      this Agreement, the Executive agrees that for the two (2) year period following
      the date of termination the Executive will not, directly or indirectly,
      individually or on behalf of any other person, firm, corporation or other
      entity, knowingly solicit, aid or induce any managerial level employee of the
      Company or any of its subsidiaries or affiliates to leave such employment in
      order to accept employment with or render services to or with any other person,
      firm, corporation or other entity unaffiliated with the Company or knowingly
      take any action to materially assist or aid any other person, firm, corporation
      or other entity in identifying or hiring any such employee (provided, that
      the
      foregoing shall not be violated by general advertising not targeted at Company
      employees nor by serving as a reference for an employee with regard to an entity
      with which the Executive is not affiliated).  For the avoidance of
      doubt, if a managerial level employee on his or her own initiative contacts
      the
      Executive for the primary purpose of securing alternative employment, any action
      taken by the Executive thereafter shall not be deemed a breach of this Section
      11(b).

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (c)           NON-COMPETITION.  The
      Executive acknowledges that the Executive performs services of a unique nature
      for the Company that are irreplaceable, and that the Executive’s performance of
      such services to a competing business will result in irreparable harm to the
      Company.  Accordingly, in the event that the Executive receives
      severance benefits under Section 8(d) of this Agreement, the Executive agrees
      that for a period of two (2) years following the date of termination, but not
      later than the Executive’s Retirement Eligibility Date, the Executive will not,
      directly or indirectly, become connected with, promote the interest of, or
      engage in any other business or activity competing with the business of the
      Company within the geographical area in which the business of the Company is
      conducted.

     

    (d)           NON-DISPARAGEMENT.  Each
      of the Executive and the Company (for purposes hereof, “the Company” shall mean
      only (i) the Company by press release or otherwise and (ii) the executive
      officers and directors thereof and not any other employees) agrees not to make
      any public statements that disparage the other party, or in the case of the
      Company, its respective affiliates, officers, directors, products or
      services.  Notwithstanding the foregoing, statements made in the
      course of sworn testimony in administrative, judicial or arbitral proceedings
      (including, without limitation, depositions in connection with such proceedings)
      or otherwise as required by law shall not be subject to this Section
      11(d).

     

    (e)           RETURN
      OF COMPANY PROPERTY AND RECORDS.  The Executive agrees that upon
      termination of the Executive’s employment, for any cause whatsoever, the
      Executive will surrender to the Company in good condition (reasonable wear
      and
      tear excepted) all property and equipment belonging to the Company and all
      records kept by the Executive containing the names, addresses or any other
      information with regard to customers or customer contacts of the Company, or
      concerning any proprietary or confidential information of the Company or any
      operational, financial or other documents given to the Executive during the
      Executive’s employment with the Company.

     

    (f)           COOPERATION.  The
      Executive agrees that, following termination of the Executive’s employment for
      any reason, the Executive shall upon reasonable advance notice, and to the
      extent it does not interfere with previously scheduled travel plans and does
      not
      unreasonably interfere with other business activities or employment obligations,
      assist and cooperate with the Company with regard to any matter or project
      in
      which the Executive was involved during the Executive’s employment, including
      any litigation.  The Company shall compensate the Executive for any
      lost wages (or, if the Executive is not then employed, provide reasonable
      compensation as determined by the Compensation Committee) and expenses
      associated with such cooperation and assistance.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (g)           ASSIGNMENT
      OF INVENTIONS.  The Executive will promptly communicate and disclose
      in writing to the Company all inventions and developments including software,
      whether patentable or not, as well as patents and patent applications
      (hereinafter collectively called “Inventions”), made, conceived, developed, or
      purchased by the Executive, or under which the Executive acquires the right
      to
      grant licenses or to become licensed, alone or jointly with others, which have
      arisen or jointly with others, which have arisen or which arise out of the
      Executive’s employment with the Company, or relate to any matters directly
      pertaining to, the business of the Company or any of its
      subsidiaries.  Included herein as if developed during the employment
      period is any specialized equipment and software developed for use in the
      business of the Company.  All of the Executive’s right, title and
      interest in, to, and under all such Inventions, licenses, and right to grant
      licenses shall be the sole property of the Company.  As to all such
      Inventions, the Executive will, upon request of the Company execute all
      documents which the Company deems necessary or proper to enable it to establish
      title to such Inventions or other rights, and to enable it to file and prosecute
      applications for letters patent of the United States and any foreign country;
      and do all things (including the giving of evidence in suits and other
      proceedings) which the Company deems necessary or proper to obtain, maintain,
      or
      assert patents for any and all such Inventions or to assert its rights in any
      Inventions not patented.

     

    (h)           EQUITABLE
      RELIEF AND OTHER REMEDIES.  The parties acknowledge and agree that the
      other party’s remedies at law for a breach or threatened breach of any of the
      provisions of this Section would be inadequate and, in recognition of this
      fact,
      the parties agree that, in the event of such a breach or threatened breach,
      in
      addition to any remedies at law, the other party, without posting any bond,
      shall be entitled to obtain equitable relief in the form of specific
      performance, temporary restraining order, a temporary or permanent injunction
      or
      any other equitable remedy which may then be available.

     

    (i)           REFORMATION.  If
      it is determined by a court of competent jurisdiction in any state that any
      restriction in this Section 11 is excessive in duration or scope or is
      unreasonable or unenforceable under the laws of that state, it is the intention
      of the parties that such restriction may be modified or amended by the court
      to
      render it enforceable to the maximum extent permitted by the law of that
      state.

     

    (j)           SURVIVAL
      OF PROVISIONS.  The obligations contained in this Section 11 shall
      survive the termination or expiration of the Executive’s employment with the
      Company and shall be fully enforceable thereafter.

     

    12.           NO
      ASSIGNMENT.

     

    (a)           This
      Agreement is personal to each of the parties hereto.  Except as
      provided in Section 12(b) below, no party may assign or delegate any rights
      or
      obligations hereunder without first obtaining the written consent of the other
      party hereto.

     

    (b)           The
      Company may assign this Agreement to any successor to all or substantially
      all
      of the business and/or assets of the Company provided the Company shall require
      such successor to expressly assume and agree in writing to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place and shall deliver
      a
      copy of such assignment to the Executive.

     

    13.           NOTICE.  For
      the purpose of this Agreement, notices and all other communications provided
      for
      in this Agreement shall be in writing and shall be deemed to have been duly
      given (a) on the date of delivery if delivered by hand, (b) on the date of
      transmission, if delivered by confirmed facsimile, (c) on the first business
      day
      following the date of deposit if delivered by guaranteed overnight delivery
      service, or (d) on the fourth business day following the date delivered or
      mailed by United States registered or certified mail, return receipt requested,
      postage prepaid, addressed as follows:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    If
      to the
      Executive: at the address (or to the facsimile number) shown on the records
      of
      the Company

     

    If
      to the
      Company:

     

    Kaman
      Corporation

    1332
      Blue
      Hills Avenue, P.O. Box 1

    Bloomfield,
      CT 06002

    Attention:
      Chief Financial Officer

     

    Facsimile
      No.: 860 243-7397

     

    or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

     

    14.           SECTION
      HEADINGS; INCONSISTENCY.  The section headings used in this Agreement
      are included solely for convenience and shall not affect, or be used in
      connection with, the interpretation of this Agreement.  Except as
      provided in the last sentence of Section 15 hereof, if there is any
      inconsistency between this Agreement and any other agreement (including but
      not
      limited to any option, stock, long-term incentive or other equity award
      agreement), plan, program, policy or practice (collectively, “Other Provision”)
      of the Company the terms of this Agreement shall control over such Other
      Provision.

     

    15.           PRIOR
      AGREEMENTS.  This Agreement supersedes any previous agreements or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof which may exist between the parties, except that it is
      specifically acknowledged by the Company that this Agreement does not supersede
      the Employment Offer Letter dated August 7, 2007 between the parties and which
      is incorporated by reference in this Agreement, nor does it supersede the Change
      in Control Agreement, or any existing employee benefits as described in Section
      6 above or otherwise provided by the Company or its affiliates.

     

    16.           SEVERABILITY.  The
      provisions of this Agreement shall be deemed severable and the invalidity of
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.

     

    17.           COUNTERPARTS.  This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original but all of which together will constitute one and the same
      instruments.  One or more counterparts of this Agreement may be
      delivered by facsimile, with the intention that delivery by such means shall
      have the same effect as delivery of an original counterpart
      thereof.

     

    18.           ARBITRATION.  Any
      dispute or controversy arising under or in connection with this Agreement,
      other
      than injunctive relief under Section 11(h) hereof or damages for breach of
      Section 11, shall be settled exclusively by arbitration, conducted before a
      single arbitrator in Hartford, Connecticut administered by the American
      Arbitration Association (“AAA”) in accordance with its Commercial Arbitration
      Rules then in effect.  The single arbitrator shall be selected by the
      mutual agreement of the Company and the Executive, unless the parties are unable
      to agree to an arbitrator, in which case, the arbitrator will be selected under
      the procedures of the AAA.  The arbitrator will have the authority to
      permit discovery and to follow the procedures that he/she determines to be
      appropriate.  The arbitrator will have no power to award consequential
      (including lost profits), punitive or exemplary damages.  The decision
      of the arbitrator will be final and binding upon the parties
      hereto.  Judgment may be entered on the arbitrator’s award in any
      court having jurisdiction.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    19.           MISCELLANEOUS.  No
      provision of this Agreement may be modified, waived or discharged unless such
      waiver, modification or discharge is agreed to in writing and signed by the
      Executive and such officer or director as may be designated by the
      Board.  No waiver by either party hereto at any time of any breach by
      the other party hereto of, or compliance with, any condition or provision of
      this Agreement to be performed by such other party shall be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time.  This Agreement together with all exhibits hereto
      sets forth the entire agreement of the parties hereto in respect of the subject
      matter contained herein.  No agreements or representations, oral or
      otherwise, express or implied, with respect to the subject matter hereof have
      been made by either party which are not expressly set forth in this
      Agreement.  The validity, interpretation, construction and performance
      of this Agreement shall be governed by the laws of the State of Connecticut
      without regard to its conflicts of law principles.

     

    20.           PAYMENT
      OF COMPENSATION.  The parties shall revisit this Agreement when the
      IRS issues final regulations under Section 409A of the Code for the sole purpose
      of determining whether any amendments are required in order to comply with
      such
      regulations.  The parties shall promptly agree in good faith on
      appropriate provisions to avoid any material risk of noncompliance without
      materially changing the economic value (to the Executive) or the cost (to the
      Company) of this Agreement including, if necessary, the deferral of any amount
      payable hereunder upon separation from service to the first date such amount
      may
      be paid without incurring tax under Section 409A of the Code, in which case
      such
      payment shall bear interest at the applicable federal rate under Section 1274
      of
      the Code.  Notwithstanding the foregoing, the Company shall in no
      event be obligated to indemnify the Executive for any taxes or interest that
      may
      be assessed by the IRS pursuant to Section 409A of the Code.

     

    21.           MITIGATION
      OF DAMAGES.  In no event shall the Executive be obliged to seek other
      employment or take any other action by way of mitigation of the amounts payable
      to the Executive under any of the provisions of this Agreement, nor shall the
      amount of any payment hereunder be reduced by any compensation earned by the
      Executive as a result of employment by another employer, except as set forth
      in
      this Agreement.

     

    22.           WITHHOLDING.  The
      Company may withhold from any and all amounts payable under this Agreement
      such
      federal, state and local taxes as may be required to be withheld pursuant to
      any
      applicable law or regulation.

     

    23.           SURVIVAL.  The
      respective obligations of, and benefits afforded to, the Company and Executive
      which by their express terms or clear intent survive termination of Executive’s
      employment with the Company, including, without limitation, the provisions
      of
      Sections 5 and 8 through 25, inclusive of this Agreement, will survive
      termination of Executive’s employment with the Company, and will remain in full
      force and effect according to their terms.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    24.           AGREEMENT
      OF THE PARTIES.  The language used in this Agreement will be deemed to
      be the language chosen by the parties hereto to express their mutual intent,
      and
      no rule of strict construction will be applied against any party
      hereto.  Neither Executive nor the Company shall be entitled to any
      presumption in connection with any determination made hereunder in connection
      with any arbitration, judicial or administrative proceeding relating to or
      arising under this Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement.

     

     

    
      
        	
                 

              	
                 

                 

              	
                KAMAN
                  CORPORATION

                 

                 

              
	 	
                By:  

              	
                /s/ Paul
                  R.
                  Kuhn

              
	
                 

              	
                PAUL
                  R. KUHN

              
	
                 

              	
                 

                Its: 
                  CHAIRMAN

              
	
                 

              	
                 

              
	 	Date:  8/7/07


      

    

    


     

     

    
      
        	
                 

              	
                 

                 

              	
                 

                 

                 

              
	 	
                By:  

              	
                /s/ Neal
                  J.
                  Keating

              
	
                 

              	
                NEAL
                  J. KEATING

              
	
                 

              	 
	
                 

              	
                Date:  08/07/07

              


      

    

     

     

    


     

     

     

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    


     

    APPENDIX
      A

     

    FORM
      OF RELEASE

     

    AGREEMENT
      AND GENERAL RELEASE

     

    Kaman
      Corporation, its affiliates, subsidiaries, divisions, successors and assigns
      in
      such capacity, and the current, future and former employees, officers,
      directors, trustees and agents thereof (collectively referred to throughout
      this
      Agreement as “Employer”), and Neal J. Keating ("Executive”), the Executive’s
      heirs, executors, administrators, successors and assigns (collectively referred
      to throughout this Agreement as  “Employee”) agree:

     

    1.           Last
      Day of Employment.  Executive’s last day of employment with
      Employer is ______________.  In addition, effective as of DATE,
      Executive resigns from the Executive’s positions as ________________ of Employer
      and will not be eligible for any benefits or compensation after ________,
      including payments under the Executive’s Change in Control Agreement, other than
      as specifically provided in Sections 6 and 8 of the Executive Employment
      Agreement between Employer and Executive effective as of January 1, 2007 (the
      “Employment Agreement”).  Executive further
      acknowledges and agrees that, after DATE, the Executive will not represent
      the
      Executive as being a director, employee, officer, trustee, agent or
      representative of Employer for any purpose.  In addition, effective as
      of DATE, Executive resigns from all offices, directorships, trusteeships,
      committee memberships and fiduciary capacities held with, or on behalf of,
      Employer or any benefit plans of Employer.  These resignations will
      become irrevocable as set forth in Section 3 below.

     

    2.           Consideration.  The
      parties acknowledge that this Agreement and General Release is being executed
      in
      accordance with Section 9 of the Employment Agreement.

     

    3.           Revocation.  Executive
      may revoke this Agreement and General Release for a period of seven (7) calendar
      days following the day Executive executes this Agreement and General
      Release.  Any revocation within this period must be submitted, in
      writing, to Employer and state, “I hereby revoke my acceptance of our Agreement
      and General Release.”  The revocation must be personally delivered to
      Employer’s Chief Financial Officer, or his/her designee, or mailed to Kaman
      Corporation, 1332 Blue Hills Avenue, P.O. Box 1, Bloomfield, CT 06002, Attention
      Chief Financial Officer, and postmarked within seven (7) calendar days of
      execution of this Agreement and General Release.  This Agreement and
      General Release shall not become effective or enforceable until the revocation
      period has expired.  If the last day of the revocation period is a
      Saturday, Sunday, or legal holiday in Hartford, Connecticut, then the revocation
      period shall not expire until the next following day which is not a Saturday,
      Sunday, or legal holiday.

     

    4.           General
      Release of Claim.  Subject to the full satisfaction by the Employer of
      its obligations under the Employment Agreement, Employee knowingly and
      voluntarily releases and forever discharges Employer from any and all claims,
      causes of action, demands, fees and liabilities of any kind whatsoever, whether
      known and unknown, against Employer, Employee has, has ever had or may have
      as
      of the date of execution of this Agreement and General Release, including,
      but
      not limited to, any alleged violation of:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    -           Title
      VII of the Civil Rights Act of 1964, as amended;

     

    -           The
      Civil Rights Act of 1991;

     

    -           Sections
      1981 through 1988 of Title 42 of the United States Code, as
      amended;

     

    -           The
      Employee Retirement Income Security Act of 1974, as amended;

     

    -           The
      Immigration Reform and Control Act, as amended;

     

    -           The
      Americans with Disabilities Act of 1990, as amended;

     

    -           The
      Age Discrimination in Employment Act of 1967, as amended;

     

    -           The
      Older Workers Benefit Protection Act of 1990;

     

    -           The
      Worker Adjustment and Retraining Notification Act, as amended;

     

    -           The
      Occupational Safety and Health Act, as amended;

     

    -           The
      Family and Medical Leave Act of 1993;

     

    
      	
               

            	
              -

            	
              Any
                wage payment and collection, equal pay and other similar laws, acts
                and
                statutes of the State of
                Connecticut;

            


    

     

    
      	
               

            	
              -

            	
              Any
                other federal, state or local civil or human rights law or any other
                local, state or federal law, regulation or
                ordinance;

            


    

     

    
      	
               

            	
              -

            	
              Any
                public policy, contract, tort, or common law;
                or

            


    

     

    
      	
               

            	
              -

            	
              Any
                allegation for costs, fees, or other expenses including attorneys
                fees
                incurred in these matters.

            


    

     

    Notwithstanding
      anything herein to the contrary, the sole matters to which the Agreement and
      General Release do not apply are: (i) Employee’s express rights under any
      pension (including but not limited to any rights under the Kaman Corporation
      Supplemental Retirement Plan) or claims for accrued vested benefits under any
      other employee benefit plan, policy or arrangement maintained by Employer or
      under COBRA and other Accrued Amounts (as such term is defined in the Employment
      Agreement); (ii) Employee’s rights under the provisions of the Employment
      Agreement which are intended to survive termination of employment; or (iii)
      Employee’s rights as a stockholder.

     

    5.           No
      Claims Permitted.  Employee waives Executive’s right to file any
      charge or complaint against Employer arising out of Executive’s employment with
      or separation from Employer before any federal, state or local court or any
      state or local administrative agency, except where such waivers are prohibited
      by law.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    6.           Affirmations.  Employee
      affirms Executive has not filed, has not caused to be filed, and is not
      presently a party to, any claim, complaint, or action against Employer in any
      forum.  Employee further affirms that the Executive has been paid
      and/or has received all compensation, wages, bonuses, commissions, and/or
      benefits to which Executive may be entitled and no other compensation, wages,
      bonuses, commissions and/or benefits are due to Executive, except as provided
      in
      Sections 6 and 8 of the Employment Agreement.  Employee also affirms
      Executive has no known workplace injuries.

     

    7.           Cooperation;
      Return of Property.  In accordance with Section 11(f) of the
      Employment Agreement, Employee agrees to reasonably cooperate with Employer
      and
      its counsel in connection with any investigation, administrative proceeding
      or
      litigation relating to any matter that occurred during Executive’s employment in
      which Executive was involved or of which Executive has knowledge and Employer
      will reimburse the Employee for any reasonable out-of-pocket travel, delivery
      or
      similar expenses incurred and lost wages (or will provide reasonable
      compensation if Executive is not then employed) in providing such service to
      Employer.  Employee represents that Executive has complied with
      Section 11(e) of the Employee Agreement regarding the return of
      property.

     

    8.           Governing
      Law and Interpretation.  This Agreement and General Release shall be
      governed and conformed in accordance with the laws of the State of Connecticut
      without regard to its conflict of laws provisions.  In the event
      Employee or Employer breaches any provision of this Agreement and General
      Release, Employee and Employer affirm either may institute an action to
      specifically enforce any term or terms of this Agreement and General
      Release.  Should any provision of this Agreement and General Release
      be declared illegal or unenforceable by any court of competent jurisdiction
      and
      should the provision be incapable of being modified to be enforceable, such
      provision shall immediately become null and void, leaving the remainder of
      this
      Agreement and General Release in full force and effect.  Nothing
      herein, however, shall operate to void or nullify any general release language
      contained in the Agreement and General Release.

     

    9.           No
      Admission of Wrongdoing.  Employee agrees neither this Agreement and
      General Release nor the furnishing of the consideration for this Release shall
      be deemed or construed at any time for any purpose as an admission by Employer
      of any liability or unlawful conduct of any kind.

     

    10.           Amendment.  This
      Agreement and General Release may not be modified, altered or changed except
      upon express written consent of both parties wherein specific reference is
      made
      to this Agreement and General Release.

     

    11.           Entire
      Agreement.  This Agreement and General Release sets forth the entire
      agreement between the parties hereto and fully supersedes any prior agreements
      or understandings between the parties; provided, however, that notwithstanding
      anything in this Agreement and General Release, the provisions in the Employment
      Agreement which are intended to survive termination of the Employment Agreement,
      including but not limited to those contained in Section 11 thereof, shall
      survive and continue in full force and effect.  Employee acknowledges
      Executive has not relied on any representations, promises, or agreements of
      any
      kind made to Executive in connection with Executive’s decision to accept this
      Agreement and General Release.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    EMPLOYEE
      HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
      REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO
      CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
      RELEASE.

     

    EMPLOYEE
      AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
      GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
      (21) CALENDAR DAY CONSIDERATION PERIOD.

     

    HAVING
      ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
      SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE
      EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE
      CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
      WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST
      EMPLOYER.

     

    IN
      WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
      Agreement and General Release as of the date set forth below:

     

    


     

    
      
        	
                 

              	
                 

                 

              	
                KAMAN
                  CORPORATION

                 

                 

              
	 	
                By:  

              	
                 

              
	 	 	 
	 	 Name:	 [NAME]
	 	 Title:	 
	 	 Date:	 


      

    

    


    
      
        	
                 

              	
                 

                 

              	
                 

                 

                 

              
	 	
              	
                 

              
	 	 	 
	 	 	 Neal
                J. Keating
	 	 	 
	 	 Date:	 


      

    

     

    
       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
 

    

    
      August
        7,
        2007

      


      


      


      Mr.
        Neal
        J. Keating

      5057
        Isleworth Country Club Drive

      Windermere,
        FL 34786

      


      Dear
        Neal:

      


      I
        am
        looking forward to you joining Kaman Corporation. I am confident you will
        be
        successful and that the company will prosper under your leadership. This
        letter
        confirms our offer of employment, as well as your acceptance of that offer.
        The
        following are the key elements of the Company’s employment offer to
        you:

      


      Title–Your
        initial title will be President and Chief Operating Officer. Following a
        brief
        transition period, you will be named President and Chief Executive Officer
        no
        later than January 1, 2008.

      


      


      Commencement
        Date– Your hire date for all purposes will be September 17,
        2007.

      


      


      Board
        of Directors– The Corporate Governance Committee will recommend to the
        Board at its August 7 meeting that you be appointed to the Board of Directors
        as
        of your hire date and we expect this recommendation to be approved.

      


      


      Salary–
        Your starting base salary will be $640,000 per year. On January 1, 2008,
        your
        base salary will increase to $675,000. This base salary reflects your
        compensation in both officer roles described above as well as any other
        positions that you serve for the Company.

      


      


      Annual
        Bonus– You will be eligible for annual cash bonuses in accordance with
        the Kaman Cash Bonus Plan. Your Target bonus will be at 80% of your base
        salary,
        with a maximum bonus of 200% of Target. You must be an active employee at
        the
        end of each fiscal year to be eligible for the bonus. Company and individual
        performance will determine the actual amount of your bonus. Your bonus for
        2007
        will be prorated to reflect the number of days from your hire date until
        December 31, 2007, divided by 365.

      


      


      Stock
        Incentive Award– You will be provided with a Restricted Stock grant of
        20,000 shares, effective upon your hire date. We will obtain the necessary
        approval from the Personnel & Compensation Committee of the Board for this
        award. The restrictions on these shares will lapse at the rate of 20% each
        year,
        beginning one year from your date of hire. Any additional equity-based
        compensation awards would be made at the Personnel & Compensation
        Committee's discretion from time to time.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Mr.
                    Neal J. Keating

                	 
	
                  August
                    7, 2007

                	 
	
                  Page
                    2

                	 


        

      

       

      Long-Term
        Incentive Program– You will be eligible to participate in the Long-Term
        Incentive Program feature of our Stock Incentive Plan, beginning with the
        performance period that will start on January 1, 2008. The details of this
        program are included in the plan document we have attached.

      


      


      Deferred
        Compensation– You will be eligible to participate in the Kaman
        Corporation Deferred Compensation Plan.

      


      


      Automobile–
        We will provide you with an automobile in accordance with the Kaman Corporation
        Perquisites Policy, a copy of which is attached. We will arrange to lease
        a
        four-door sedan of your choice, with a stipulated cost of up to
        $80,000.

      


      


      Vacation–
        You will be eligible for four (4) weeks vacation per year, and otherwise
        in
        accordance with the Company’s vacation policy.

      


      


      Country
        Club Initiation Fee– We will reimburse the cost of the initiation fee
        for a country club of your choice, up to a maximum of $20,000.

      


      


      
        	
                Moving
                  Expenses - We will cover your reasonable moving expenses to
                  relocate your family to the Bloomfield area. The costs covered
                  for your
                  relocation will include:

              


      

      


      
        	
                 

              	
                

              	
                The
                  cost of packing, insuring, moving, and unpacking your household
                  belongings

              


      

      
        	
                 

              	
                

              	
                Temporary
                  storage, if needed

              


      

      
        	
                 

              	
                

              	
                Meals
                  and incidental expenses incurred by you and your family during
                  the
                  move

              


      

      
        	
                 

              	
                

              	
                Expenses
                  for the transport of two
                  automobiles

              


      

      
        	
                 

              	
                

              	
                Reasonable
                  costs related to the sale of your current home, including real
                  estate
                  commission up to 6%

              


      

      
        	
                 

              	
                

              	
                Reasonable
                  closing costs associated with the purchase of a home in the Bloomfield
                  area, including points and origination fees of up to a maximum
                  of two (2)
                  points

              


      

      
        	
                 

              	
                

              	
                We
                  will provide a tax gross-up for those reasonable expenses that
                  are not
                  tax-deductible

              


      

      


      


      Financial
        Planning– You will be eligible for reimbursement of financial and tax
        advice, in accordance with the Kaman Corporation Perquisites
        Policy.

      


      


      Pension/SERP
        - You will be eligible to participate in the Kaman Corporation Employees'
        Pension Plan (a tax-qualified defined benefit plan) as well as the Supplemental
        Employees Retirement Plan (SERP), the Company's excess benefits retirement
        plan.  We will obtain the necessary approval from the Personnel &
Compensation Committee for your SERP participation, effective upon your hire
        date. The Company’s SERP provides additional pension benefits that are not
        limited by federal regulations, as are those in the tax-qualified pension
        plan.

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Mr.
                    Neal J. Keating

                	 
	
                  August
                    7, 2007

                	 
	
                  Page
                    3

                	 


        

      

       

      Life
        Insurance– You will be eligible for our Senior Executive Life Insurance
        coverage that will provide you with $1.2 million in protection.  We
        will also recommend to the Board that you be approved for the lifetime
        continuation of Company payment of premiums for your then existing Senior
        Executive Life coverage should you retire from active service at or after
        age 62
        under the Kaman Corporation Employees' Pension Plan, per Company policy.
        We
        expect that this recommendation will be approved.

      


      


      Employment
        Agreements– an Employment Agreement and a Change-in-Control Agreement,
        drafts of which are attached, will accompany your employment.  As I
        mentioned to you, these agreement forms were extensively negotiated for senior
        management within the past year and your agreements have been modified only
        slightly to reflect the specific circumstances of your employment. We anticipate
        that additional revisions will be made to the Employment Agreement, SERP,
        and
        Deferred Compensation Plan before year-end 2007 in order to comply with IRC
        Section 409A final regulations.

      


      


      Contingencies
        – This offer is subject to approval by the Board of Directors of Kaman
        Corporation and we expect the matter to be considered and acted upon at the
        August 7, 2007 meeting. All compensation and benefits associated with this
        offer
        of employment are subject to the terms of the plans and the policies maintained
        by the Company.  The Kaman Benefits for which you become eligible are
        not intended to create additional employment agreement conditions other than
        those explained in the attached Employment Agreement draft. As with all new
        employees, this offer is further contingent on your satisfactory completion
        of a
        physical by a Kaman appointed physician or medical provider, including your
        satisfactory completion of a pre-employment NIDA-5 drug test.

      


      I
        have
        arranged for you to meet Candace Clark, our Senior Vice President and Secretary
        on August 7 so that we can execute the documents relating to your
        acceptance.

      


      
        
          	
                   

                   

                	
                   

                   

                	
                   Sincerely,

                   

                   

                
	 	 	
                  /s/ Paul
                    R. Kuhn

                
	
                   

                	
                  Paul
                    R. Kuhn

                
	 	Chairman,
                  CEO and President
	
                   

                	 


        

         

        
          
            	
                    Accepted
                      and Agreed to this 7th
                      day of
                      August, 2007

                  	
                     

                     

                  	
                      

                     

                  
	
                    /s/
                      Neal J. Keating

                  	 	 
	
                    Neal
                      J. Keating