ex10h-i.htm


    
      

    

    Exhibit
      10h(i)

    INCENTIVE
      STOCK OPTION AGREEMENT

    (Under
      the Kaman Corporation

    2003
      Stock Incentive Plan)

    


    


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

    


    W
      I T N E S S E T H :

     

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

    


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

    


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

    


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

    


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

     

    2.
        TERMS AND CONDITIONS OF OPTION. The
      following terms and

    conditions
      shall apply to the option:

    


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

    


    (b)
      Type of Option. The option is an incentive stock option meeting the
      requirements of such options as defined in Section 422 of the Internal Revenue
      Code of 1986, as amended.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (c)
      Period of Option. The option granted under the Plan shall have a term of
      ten (10) years from the date on which it is granted; provided that the option
      or
      the unexercised portion thereof (to the extent exercisable on the date of
      termination of employment) shall terminate at the close of business on the
      day
      three (3) months following the date on which the Optionee ceases to be employed
      by the Corporation or a subsidiary, unless the option shall have already expired
      by its terms, except as provided under subsection (f) of this section in the
      event of the death or disability of the Optionee.

    


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

    


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

    


    (f)
      Death or Disability of Optionee. In the event of the death or disability
      of the Optionee while in the employ of the Corporation or a subsidiary, the
      option may be exercised within the period of one (1) year succeeding death
      or
      disability to the extent otherwise exercisable at the time of exercise, but
      in
      no event later than ten (10) years from the date the option was granted. In
      the
      event of the death of the Optionee, the option may be so exercised by the person
      or persons designated in the Optionee's will for that purpose. If no such person
      or persons are so designated or if the Optionee dies intestate, then the option
      may be exercised within said period by the legal representative or
      representatives of the Optionee's estate. In the event that the Optionee is
      disabled, the term "disabled", meaning permanent and total disability as defined
      in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, while
      in
      the employ of the Corporation or a subsidiary, the option may be exercised
      within said period either by the Optionee or by his representative, as the
      case
      may be.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

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

    


    (h)
      Disqualifying Dispositions.  Optionee shall promptly notify the
      Corporation in the event of a disqualifying disposition (within the meaning
      of
      the Internal Revenue Code of 1986, as amended) of any shares acquired pursuant
      to this Agreement and provide the Corporation with all relevant information
      related thereto.

    


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

    


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

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

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

    


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

    


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

     

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

    


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

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

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

    


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

    


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

    


    


    
      	
               

               

            	
               

               

            	
               

               KAMAN
                CORPORATION

            
	
               

            	
              By:  

            	
               __________________________________

            
	
               

            	
              Its

            
	
               

            	
               

            
	
               

            	
               __________________________________

            
	
               

            	
                                                                                       
                Optionee

            


    

     

    


    
      
         

      

      
        5