Exhibit 10h(i) Incentive Stock Option Agreement









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
Class A 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; 




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 the shares subject to the option 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.

(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.

(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 a stock certificate representing such shares.




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
con-stitutes 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). 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 deliver to the Optionee, at the principal office of the
Corporation, certificates for the number of shares with respect to which the
option shall be so exercised, issued in the Optionee's name, provided that, if
the stock transfer books of the Corporation are closed for the whole or any part
of said twenty (20) day period, then such period shall be extended accordingly.
Each purchase of Stock hereunder shall be a separate and divisible transaction
and a completed contract in and of itself.




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




5.
TERMINATION OF OPTION. If the
Optionee shall no longer be a full-time salaried employee of the Corporation or
a subsidiary, Optionee’s employment being terminated for any reason whatsoever
other than death 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 delivery 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.




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