Exhibit 10h(iii) Stock Appreciation Right Agreement









Exhibit
10h (iii)

 

STOCK
APPRECIATION RIGHT AGREEMENT

(Under
the Kaman Corporation 2003 Stock Incentive Plan)







STOCK
APPRECIATION RIGHT

[Name]

Expires
on _____________

Exercisable
for Cash




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




W I T N E
S S E T H:




WHEREAS,
the
Participant is 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 Participant an opportunity to receive stock
appreciation rights pursuant to the Plan in consideration of and on the terms
and conditions stated in this Agreement;




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




1. DEFINITIONS.
Capitalized terms not otherwise defined in this Agreement shall have the
meanings ascribed to them in the Plan.




2. GRANT
OF STOCK APPRECIATION RIGHTS. Subject
to the terms and conditions set forth in this Agreement, the Corporation grants
to the Participant, effective the day and year indicated above (the "Date of
Grant"), stock appreciation rights with respect to ________ shares of Class A
common stock of the Corporation (the "Stock" or "shares"), exercisable during
the period commencing on the Date of Grant and ending ten (10) years after the
Date of Grant. Such right, which is referred to as a "Stock Appreciation Right"
shall entitle the Participant to receive an amount in cash having a value equal
to the excess of the closing price of the Stock on the NASDAQ National Market
System on the most recent trading day preceding the date of exercise on which
sales of the Stock occurred over the Base Price multiplied by the number of
shares with respect to which the Stock Appreciation Right shall have been
exercised; provided that the exercise of the Stock Appreciation Right is
restricted as set forth in Section 3 of this Agreement. 



    3. TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHT. The
following terms and conditions shall apply to the Stock Appreciation Right:






(a) Base
Price. For
purposes of this Stock Appreciation Right, the Fair Market Value of a share of
Stock on the Date of Grant, determined in accordance with the Plan was
$ ________
(the "Base Price").




(b) Period
of Stock Appreciation Right. The
Stock Appreciation Right granted hereunder shall have a term of ten (10) years
and one (1) day from the Date of Grant; provided that this Stock Appreciation
Right or the unexercised portion thereof (to the extent exercisable on the date
of termination of employment) shall terminate, except as provided in subsection
(e), at the close of business on the day three (3) months following the date on
which the Participant ceases to be employed by the Corporation or a subsidiary,
unless this Stock Appreciation Right shall have already expired by its
terms.




(c) Exercise
of Stock Appreciation Right. This
Stock Appreciation Right shall be exercisable with respect to _______ percent
(___%) of such shares with respect to which it is granted 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
these succeeding _______ (___) years, on a cumulative basis, so that such right,
or any unexercised portion thereof, shall be fully exercisable after a period of
______ (___) years following the Date of Grant, provided that any portion of the
Stock Appreciation Right that 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 (e) of this section, the
Participant may not exercise this Stock Appreciation Right or any part thereof
unless at the time of such exercise the Participant shall be employed by the
Corporation or a subsidiary, and shall have been so employed continuously since
the Date of Grant, except in leaves of absence approved by the Committee, as
defined in the Plan; provided, however, that the Participant may exercise this
Stock Appreciation Right to the extent exercisable on the date of termination of
such continuous employment during the three (3) months following such
termination unless this Stock Appreciation Right shall have already expired by
its terms. This Stock Appreciation Right shall be exercised in the manner set
forth in Section 4 of this
Agreement by serving written notice of exercise on the Corporation. Any
obligation of the Corporation to pay the cash award as to which this Stock
Appreciation Right is being exercised shall be conditioned upon the
Corporation's ability at nominal expense to make such award in compliance with
all applicable statutes, rules or regulations of any governmental authority. The
Corporation may secure from the Participant any assurances or agreements which
the Committee, in its sole discretion, shall deem necessary or advisable in
order to comply with any such statutes, rules or regulations.




(d) Nontransferability. This
Stock Appreciation Right shall not be transferable by the Participant otherwise
than by will or the laws of descent and distribution, and this Stock
Appreciation Right shall be exercisable, during the Participant's lifetime, only
by the Participant.




(e) Death,
Disability or Retirement of Participant. In the
event of the death, disability or Retirement of the Participant while in the
employ of the Corporation or a subsidiary, this Stock Appreciation Right may be
exercised within the period of five (5) years succeeding the Participant's
death, disability or Retirement to the extent otherwise exercisable at the time
of exercise, unless this Stock Appreciation Right shall have already expired by
its terms. In the event of the death of the Participant, this Stock Appreciation
Right may be so exercised by the person or persons designated in the
Participant's will for that purpose. If no such person or persons are so
designated or if the Participant dies intestate, then this Stock Appreciation
Right may be exercised within said period by the legal representative or
representatives of the Participant's estate. In the event the Participant is
disabled, the term "disabled" meaning permanent or 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, this Stock Appreciation Right may
be exercised within such period either by the Participant or by the
Participant's legal representative, as the case may be. As used in this
Agreement, the term “Retirement” means retirement in accordance with the terms
of the Corporation’s tax-qualified Employees’ Pension Plan.




(f) Stockholder
Rights. This
Stock Appreciation Right shall not entitle the Participant to any rights as a
stockholder of the Corporation with respect to any of the shares to which it
relates.




4. MANNER
OF EXERCISE. This
Stock Appreciation Right shall be exercised by delivering to the Chief Financial
Officer of the Corporation from time to time a signed statement of exercise
setting forth the number of shares with respect to which the Participant wishes
to exercise. The Corporation may at its discretion satisfy federal income tax
withholding requirements by withholding a portion of the award otherwise to be
received as a result of the exercise of this Stock Appreciation
Right.




Within
thirty (30) days of any such exercise of this Stock Appreciation Right in whole
or in part, the Corporation shall deliver to the Participant at the principal
office of the Corporation a check made payable to the Participant in the amount
of the excess of the closing price of the Stock on the NASDAQ National Market
System on the most recent trading day preceding the date this Stock Appreciation
Right is exercised on which sales of the Stock occurred over the Base Price
multiplied by the number of shares with respect to which this Stock Appreciation
Right is being exercised. Each exercise of this Stock Appreciation Right shall
be a separate and divisible transaction and a completed contract in and of
itself.




5. TERMINATION. If the
Participant shall no longer be a full-time salaried employee of the Corporation
or a subsidiary, the Participant's employment being terminated for any reason
whatsoever other than death, disability or Retirement, any unexercised portion
of this Stock Appreciation Right shall terminate at the close of business on the
day three (3) months following the date on which the Participant ceases to be
employed by the Corporation or a subsidiary, unless the Stock Appreciation Right
shall have already expired by its terms. This Stock Appreciation Right 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 Stock
Appreciation Right, a transfer of the Participant's employment 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
OF CHANGES IN CAPITAL STRUCTURE. The
existence of this Stock Appreciation Right 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 the payment by the Corporation of the full award payable
under this Stock Appreciation Right the Corporation shall have effected one or
more stock splits, stock dividends, mergers, reorgani-zations, consolidations,
combinations or exchanges of shares, recapitalizations or similar capital
adjustments, the Board of Directors of the Corporation shall equitably adjust
the Base Price and the number of shares remaining subject to the Stock
Appreciation Right in order to avoid dilution or enlargement
thereof.




8. COMPLIANCE
WITH LAWS.
Notwithstanding any of the provisions hereof, the Participant agrees for
himself/herself and his/her legal representatives, legatees and distributees
that this Stock Appreciation Right shall not be exercisable and that the
Corporation shall not be obligated to make any awards hereunder, if the exercise
of this Stock Appreciation Right or the payment of such award would constitute a
violation by the Participant or the Corporation of any provision of any law or
regulation of any governmental authority.




9. NOTICES. Every
notice or other communication relating to this Agreement shall be in writing,
and shall be mailed or delivered to the party for whom it is intended at such
address as may from time to time be designated by such party in a notice mailed
or delivered to the other party as provided in this Agreement; 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 Participant may be given to the Participant personally or
by mail, facsimile or electronic mail to the Participant at the Participant's
place of employment with the Corporation or a subsidiary or at the last
designated address for the Participant on the employment records of the
Corporation.




10. ADMINISTRATION
AND INTERPRETATION. The
administration of this Stock Appreciation Right 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 this Stock Appreciation Right by the Committee
shall be final and conclusive upon all concerned, unless otherwise determined by
the Board of Directors of the Corporation. This Stock Appreciation Right 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 this Stock Appreciation Right 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

	
       
	 
	
       
	 _________________________________
	 	
                                                                          
      , Participant