Exhibit 10h(iv) Restricted Stock Agreement









 

Exhibit
10h (iv)

 


RESTRICTED
STOCK AGREEMENT

(Under
the Kaman Corporation

2003
Stock Incentive Plan)










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




W I T N E
S S E T H :




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




WHEREAS,
effective _________, the Corporation has granted a Restricted Stock Award to the
Participant pursuant to the Plan and subject to the terms and conditions set
forth in this Agreement;




NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the parties agree as follows:




1. Restricted
Stock Award.




(a) Subject
to the terms and conditions of this Agreement, _________________ (_____) shares
of the Class A Common Stock of the Corporation (the "Restricted Shares") shall
be transferred to the Participant as additional compensation for services as a
____________ of the Corporation.




(b) In
order for the transfer of Restricted Shares to occur, the Participant must
execute and deliver a copy of this Agreement to the President of the Corporation
at the Corporation's offices in Bloomfield, Connecticut within sixty (60) days
of the date of this Agreement. Promptly thereafter, certificates representing
the Restricted Shares shall be issued and delivered over to the Participant by
the Corporation.




(c) Effective
upon the date of delivery to the Participant of certificates for the Restricted
Shares registered in the Participant's name, the Participant will be a holder of
record of the Restricted Shares and will have, subject to the terms and
conditions of this Agreement, all rights of a shareholder with respect to such
shares including the right to vote such shares at any meeting of shareholders of
the Corporation at which such shares are entitled to vote and the right to
receive all distributions of any kind paid with respect to such
shares.




2. Restrictions. [As
defined by the Committee pursuant to the Plan.] To the extent that the
Restricted Shares remain subject to restrictions set forth in this Section 2,
such restrictions shall lapse in the event of a Change in Control, as defined
and subject to the conditions set forth in the Plan.




3. No
Other Contractual Rights. No
provision of this Agreement shall affect the Corporation's right to terminate or
modify any contractual relationship with a Participant.




4. Changes
in Capitalization. This
Agreement and the issuance of the Restricted Shares shall not affect in any way
the right or power of the Corporation or its shareholders 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 Class A Common Stock or the
rights therefor, 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.




5. Capitalized
Terms. All
capitalized terms not defined herein shall have the meaning ascribed to them in
the Plan.




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




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




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




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




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




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




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




13. Notices.




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




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




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






	
       

      Participant
	
       

       
	
       

       KAMAN
      CORPORATION

	
       
	
      By:  
	 
	
      __________________________________

      Its
	
      ________________________________

      Its

	
       
	 
	
      Dated:
      _________________________________