Exhibit 10h(ii) Non-Statutory Stock Option Agreement









Exhibit
10h (ii)

 

NON-STATUTORY
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 (called the "Corporation"), and _______________ (called 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 (the "date of
grant"), the right and option (the "option"), exercisable during the period
commencing on the date of grant and ending ten (10) years and one (1) day 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 a non-statutory stock option which shall not be deemed to meet the
requirements of an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended.

(c)
Period
of Option. The
option shall have a term of ten (10) years and one (1) day from the date on
which it is granted; provided however that unless the option shall have already
expired by its terms, 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 a
longer period is provided under subsection (f) of this Section in the case of
death, Disability or Retirement.

(d)
Exercise
of Option. The
option 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 period described in subsections (c)
and (f) of this Section following such continuous employment unless the 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) (i) In
the event of the death, Disability or Retirement of the Optionee while in the
employ of the Corporation or a Subsidiary, the option may be exercised within
the period of five (5) years succeeding such Optionee’s death, Disability or
Retirement, but in no event later than ten (10) years and one (1) day from the
date the option was granted, by the person or persons designated in the
Optionee’s will for that purpose or in the absence of any such designation, by
the legal representative of the Optionee’s estate, or by the Optionee or the
Optionee’s legal representative, as the case may be. 

     (ii) During
any period following termination of employment by reason of death, Disability or
Retirement, during which the option may be exercisable as provided in subsection
(f) (i) above, such option shall continue to vest in accordance with its terms
and be and become exercisable as if employment had not ceased.

      (iii) As used
in this Agreement, the term “Retirement” means retirement in accordance with the
terms of the Corporation's tax-qualified Employees' Pension Plan, the term
"Disability" or "Disabled" means permanent and total disability as defined by
Code Section 22(e)(3), and the term "Code" means the Internal Revenue Code of
1986, as amended from time to time, and any successor Code, and related rules,
regulations and interpretations.

 

    (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. 

  (a) 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 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 National Market System on the most recent trading day
preceding the date of exercise on which sales of the Stock occurred.


 

  (b) 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. The Corporation and its Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Optionee. The Committee in its
discretion, but only upon the written request of the Optionee, may permit the
Optionee to satisfy federal income tax withholding requirements occasioned by
the exercise thereof by the surrender of shares otherwise to be received on the
exercise of such option. For purposes of this subsection (b), such surrendered
shares shall be valued at the closing price of the Stock in the NASDAQ National
Market System on the most recent trading day preceding the date of exercise on
which sales of the Stock occurred. 

 


  (c) 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, Disability or Retirement, 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 at 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