Exhibit 10g(xvi) Executive Employment Agreement between Russell H. Jones and
      Kaman Corporation


    
      

    

    Exhibit 10g (xvi)

     

    
       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

       

      This
        EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 1,
        2007 (the “Effective Date”) between Kaman Corporation, a Connecticut corporation
        (the “Company”), and Russell H. Jones (the “Executive”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Executive is currently employed as the Senior Vice President, Chief
        Investment Officer and Treasurer of the Company;

       

      WHEREAS,
        the Company has offered to continue employing the Executive on the terms
        set
        forth below; and

       

      WHEREAS,
        the Executive has agreed to continued employment with the Company on the
        terms
        as set forth below;

       

      NOW
        THEREFORE, in consideration of the foregoing, of the mutual promises contained
        herein and of other good and valuable consideration, the receipt and sufficiency
        of which are hereby acknowledged, the parties hereto hereby agree as
        follows:

       

      1. EMPLOYMENT
        TERM. 

       

      The
        Executive’s term of employment under this Agreement shall be for a term
        commencing on the Effective Date and, unless terminated earlier as provided
        in
        Section 7 hereof, ending on March 31, 2008 (such term of employment is herein
        referred to as the “Employment Term”).

       

      2. POSITION
        & DUTIES.

       

      (a) The
        Executive shall serve as the Company’s Senior Vice President, Chief Investment
        Officer and Treasurer and as the Company’s principal investor relations officer
        and principal public relations officer (collectively, the “Other Duties”) under
        this Agreement during the Employment Term. As Senior Vice President, Chief
        Investment Officer and Treasurer and in connection with such Other Duties,
        the
        Executive shall have such duties, authorities and responsibilities commensurate
        with the duties, authorities and responsibilities of persons in similar
        capacities in similarly sized companies and such other duties and
        responsibilities as the Company’s Board of Directors (the “Board”) shall
        designate that are consistent with the Executive’s positions as Senior Vice
        President, Chief Investment Officer and Treasurer and in connection with
        such
        Other Duties.

       

      
        
          
          

        

        
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      (b) During
        the Employment Term, the Executive shall use the Executive’s best reasonable
        efforts to perform faithfully and efficiently the duties and responsibilities
        assigned to the Executive hereunder (including applicable obligations under
        state law) and devote substantially all of the Executive’s business time
        (excluding periods of vacation and other approved leaves of absence) to the
        performance of the Executive’s duties with the Company, provided the foregoing
        shall not prevent the Executive from (i) participating in charitable, civic,
        educational, professional, community or industry affairs or, with prior written
        approval of the Board, serving on the board of directors or advisory boards
        of
        other companies; and (ii) managing the Executive’s and the Executive’s family’s
        personal investments so long as such activities do not materially interfere
        with
        the performance of the Executive’s duties hereunder or create a potential
        business conflict or the appearance thereof. If at any time service on any
        board
        of directors or advisory board would, in the good faith judgment of the Board,
        conflict with the Executive’s fiduciary duty to the Company or create any
        appearance thereof, the Executive shall promptly resign from such other board
        of
        directors or advisory board after written notice of the conflict is received
        from the Board.

       

      (c) The
        Executive further agrees to serve without additional compensation as an officer
        and director of any of the Company’s subsidiaries and agrees that any amounts
        received from any such corporation may be offset against the amounts due
        hereunder.

       

      3. BASE
        SALARY. The Company agrees to pay the Executive a base salary (the “Base
        Salary”) during the Employment Period at an annual rate of $255,000 (subject to
        possible increase if the Board, in its sole discretion, so determines), payable
        in accordance with the regular payroll practices of the Company, but not
        less
        frequently than monthly. 

       

      4. BONUSES.
        The Executive shall be eligible to participate in the Company’s bonus and other
        short- and long-term incentive compensation plans and programs for the Company’s
        senior executives at a level commensurate with the Executive’s position during
        the Employment Term. The Executive shall have the opportunity to earn an
        annual
        target bonus measured against performance criteria to be determined by the
        Board
        (or a committee thereof) of at least 45% of Base Salary as an initial target
        bonus opportunity as described in the terms of the Company’s annual bonus plan
        as then in effect. Except as provided under Section 8 of the Agreement, the
        Executive shall receive payments with respect to the plans and programs
        described in this Section 4 in accordance with the terms of such plans and
        programs.

       

      5. EQUITY
        AWARDS. The
        Executive shall be eligible to receive additional grants of stock options,
        stock
        appreciation rights, restricted stock and other equity awards at the sole
        discretion of the Board or the Personnel and Compensation Committee (the
        “Committee”). The
        Executive shall be subject to, and shall comply with, the Company’s reasonable
        policies regarding forfeitures of cash and equity incentive awards due to
        material financial restatements due to executive misconduct, as may be in
        effect
        from time to time, it
        being
        agreed that any such policies shall only be effective with respect to awards
        made on or after the Effective Date.
        If
        there
        is a Change in Control (as defined in the Kaman Corporation 2003 Stock Incentive
        Plan in effect on the date hereof), all then outstanding unvested equity
        awards
        granted to the Executive (for example, stock options, stock appreciation
        rights
        and restricted stock), whether under this Agreement or otherwise, will fully
        vest
        and
        become
        non-forfeitable and remain exercisable in accordance with the terms of the
        applicable Company plans.

       


      
         

        
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      6. EMPLOYEE
        BENEFITS.

       

      (a) BENEFIT
        PLANS. The Executive shall be entitled to participate in all employee benefit
        plans of the Company including, but not limited to, pension, thrift, profit
        sharing, medical coverage, education, other retirement or welfare benefits
        and
        perquisites (as approved by the Committee) that the Company has adopted or
        may
        adopt, maintain or contribute to for the benefit of its senior executives
        at a
        level commensurate with the Executive’s positions subject to satisfying the
        applicable eligibility requirements.

       

      (b) VACATION.
        The Executive shall be entitled to at least 5 weeks paid vacation per year.
        Vacation may be taken at such times as the Executive elects with due regard
        to
        the needs of the Company. Unused vacation at the end of a calendar year shall
        be
        forfeited according to the Company's vacation policy.

       

      (c) AUTOMOBILE.
        The Company shall provide the Executive with a leased automobile as approved
        by
        the Committee as per the Company’s perquisites policy from time to
        time.

       

      (d) BUSINESS
        AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation,
        the
        Executive shall be reimbursed in accordance with the Company’s expense
        reimbursement policy for all reasonable and necessary business and entertainment
        expenses incurred in connection with the performance of the Executive’s duties
        hereunder.

       

      (e) CERTAIN
        AMENDMENTS. Nothing herein shall be construed to prevent the Company from
        amending, altering, eliminating or reducing any plans, benefits or programs
        so
        long as the Executive continues to receive compensation and benefits consistent
        with Sections 3 through 6.

       

      7. TERMINATION.
        The Executive’s employment and the Employment Term shall terminate on the first
        of the following to occur:

       

      (a) DISABILITY.
        Upon written notice by the Company to the Executive of termination due to
        Disability, while the Executive remains Disabled. For purposes of this
        Agreement, “Disability” shall be deemed the reason for the termination by the
        Company of the Executive’s employment, if, as a result of the Executive
        incapacity due to physical or mental illness, the Executive shall have been
        absent from fully performing the Executive’s duties with the Company for a
        period of 6 consecutive months, the Company shall have provided a notice
        of
        termination under this Section 7(a), and, within thirty days after such notice
        being given, the Executive shall not have returned to the fully performing
        the
        Executive’s duties hereunder.

       

      (b) DEATH.
        Automatically on the date of death of the Executive.

       

      
        
          
          

        

        
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      (c) CAUSE.
        Immediately upon written notice by the Company to the Executive of a termination
        for Cause. “Cause” shall mean (i) Executive’s conviction of (or a plea of guilty
        or nolo contendere to) a felony or any crime involving moral turpitude,
        dishonesty, fraud, theft or financial impropriety; or (ii) a determination
        by a
        majority of the Board in good faith that Executive has (A) willfully and
        continuously failed to perform substantially the Executive’s duties (other than
        any such failure resulting from the Executive’s Disability or incapacity due to
        bodily injury or physical or mental illness), after a written demand for
        substantial performance is delivered to the Executive by the Board that
        specifically identifies the manner in which the Board believes that the
        Executive has not substantially performed the Executive’s duties, (B) engaged in
        illegal conduct, an act of dishonesty or gross misconduct, in each case which
        is
        in the course of the Executive’s employment and materially injurious to the
        Company, or (C) willfully violated a material requirement of the Company’s code
        of conduct or the Executive’s fiduciary duty to the Company. No act or failure
        to act on the part of the Executive shall be considered “willful” unless it is
        done, or omitted to be done, by the Executive in bad faith and without
        reasonable belief that the Executive’s action or omission was in, or not opposed
        to, the best interests of the Company. Notwithstanding
        the foregoing, Cause shall not include any act or omission of which the Audit
        Committee of the Board (or the full Board) has had actual knowledge of all
        material facts related thereto for at least 90 days without asserting that
        the
        act or omission constitutes Cause.

      


      (d) WITHOUT
        CAUSE. Upon written notice by the Company to the Executive of an involuntary
        termination without Cause and other than due to death or
        Disability.

       

      (e) GOOD
        REASON. Upon written notice by the Executive to the Company of a termination
        for
        Good Reason, unless such events are corrected in all material respects by
        the
        Company within 30 days following written notification by the Executive to
        the
        Company, that the Executive intends to terminate the Executive’s employment
        hereunder for one of the reasons set forth below. “Good Reason” shall mean,
        without the Executive’s express written consent, the occurrence of any of the
        following events:

       

      (1) the
        Company removing the Executive from the positions of Senior Vice President,
        Chief Investment Officer, and Treasurer (other
        than for Cause);

       

      (2) a
        reduction of the Executive’s Base Salary, annual initial target bonus
        opportunity or
        modified bonus opportunity to the extent the modification to the initial
        target
        bonus opportunity is adverse to the Executive relative to the modification
        made
        to the initial target bonus opportunity of other senior officers of the
        Executive’s business unit;

       

      (3) a
        failure
        to pay the Executive’s compensation or benefits provided or referred to under
        this Agreement;

       

      (4) the
        Executive being required to relocate to a principal place of employment more
        than 50 miles from the Executive’s principal place of employment with the
        Company as of the Effective Date; or

       

      (5) the
        assignment of duties to the Executive that are materially inconsistent with
        the
        Executive’s positions as Senior Vice President, Chief Investment Officer and
        Treasurer.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, (i) a suspension of the Executive’s title and authority while on
        administrative leave due to a reasonable belief that the Executive has engaged
        in misconduct, whether or not the suspected misconduct constitutes Cause
        for
        employment termination, shall not be considered “Good Reason”; provided that if
        such leave is unpaid and either the Executive returns to full-time employment
        under this Agreement or it is subsequently determined the Executive’s employment
        is to be terminated without Cause, then the compensation and benefits that
        would
        have been payable during such leave will be paid as soon as reasonably
        practicable with interest at the prime rate beginning as of the date such
        leave
        commenced plus 100 basis points; (ii) an event shall not be considered Good
        Reason if the Executive fails to deliver notice of termination for Good Reason
        within 90 days of the Executive’s actual knowledge of the event, and (iii)
        prospective changes to employee benefits (as defined in Section 6) for future
        employment made on an across-the-board basis to all similarly situated
        executives of the Company and its subsidiaries shall not be considered Good
        Reason.

       

      (f) WITHOUT
        GOOD REASON. Upon 60 days’ prior written notice by the Executive to the Company
        of the Executive’s termination of employment without Good Reason (which the
        Company may, in its sole discretion, make effective earlier than any notice
        date).

       

      (g) RETIREMENT.
        Upon remaining employed with the Company until at least May 10, 2007 (the
        “Retirement Eligibility
        Date”). Nothing herein shall be construed as limiting the Executive’s right, if
        any, to terminate employment prior to the Retirement Eligibility Date and
        receive compensation and benefits, as applicable, provided under the respective
        terms of the Company’s benefit plans.

       

      8. CONSEQUENCES
        OF TERMINATION. Any termination payments made and benefits provided under
        this
        Agreement to the Executive shall be in lieu of any termination or severance
        payments or benefits for which the Executive may be eligible under any of
        the
        plans, policies or programs of the Company or its affiliates as may be in
        effect
        from time to time including but not limited to the Change in Control Agreement.
        Except to the extent otherwise provided in this Agreement, all benefits,
        including, without limitation, stock options, stock appreciation rights,
        restricted stock units and other awards under the Company’s long-term incentive
        programs, shall be subject to the terms and conditions of the plan or
        arrangement under which such benefits accrue, are granted or are awarded.
        Subject to Section 9, the following amounts and benefits shall be due to
        the
        Executive.

       

      (a) DISABILITY.
        Upon employment termination due to Disability, the Company shall pay or provide
        the Executive (i) any unpaid Base Salary through the date of termination
        and any
        accrued vacation in accordance with Company policy; (ii) any unpaid bonus
        or
        other short-term and long-term incentive compensation as described in Section
        4
        above earned with respect to any completed fiscal year; (iii) reimbursement
        for
        any unreimbursed expenses incurred through the date of termination; (iv)
        all
        other payments and benefits to which the Executive may be entitled under
        the
        terms of any applicable compensation arrangement or benefit, equity or
        perquisite plan or program or grant or this Agreement, including but not
        limited
        to any applicable pension, retirement and insurance benefits (collectively,
        “Accrued Amounts”). Executive will also be paid a pro-rata portion of the
        Executive’s annual bonus for the performance year in which the Executive’s
        termination occurs, payable at the time that annual bonuses are paid to other
        senior executives (determined by multiplying the amount the Executive would
        have
        received had employment continued through the end of the performance year
        by a
        fraction, the numerator of which is the number of days during the performance
        year of termination that the Executive is employed by the Company and the
        denominator of which is 365). 

       

      
        
          
          

        

        
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      (b) DEATH.
        In
        the event the Employment Term ends on account of the Executive’s death, the
        Executive’s estate (or to the extent a beneficiary has been designated in
        accordance with a program, the beneficiary under such program) shall be entitled
        to any Accrued Amounts, including but not limited to proceeds from any Company
        sponsored life insurance programs. Executive’s estate (or beneficiary) will also
        be paid a pro-rata portion of the Executive’s annual bonus for the performance
        year in which the Executive’s death occurs, payable at the time that annual
        bonuses are paid to other senior executives (determined by multiplying the
        amount the Executive would have received based upon target performance had
        employment continued through the end of the performance year by a fraction,
        the
        numerator of which is the number of days during the performance year of
        termination that the Executive is employed by the Company and the denominator
        of
        which is 365). 

       

      (c) TERMINATION
        FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment should be
        terminated (i) by the Company for Cause, or (ii) by the Executive without
        Good
        Reason, the Company shall pay to the Executive any Accrued Amounts.

       

      (d) TERMINATION
        WITHOUT CAUSE OR FOR GOOD REASON.
        If the
        Executive’s employment by the Company is terminated by the Company other than
        for Cause (other than a termination due to Disability or death) or by the
        Executive for Good Reason, then the Company shall pay or provide the Executive
        with:

       

      (1) Accrued
        Amounts;

       

      (2) a
        pro-rata portion of the Executive’s annual bonus for the performance year in
        which the Executive’s termination occurs, payable at the time that annual
        bonuses are paid to other senior executives (determined by multiplying the
        amount the Executive would have received based upon actual financial performance
        had employment continued through the end of the performance year by a fraction,
        the numerator of which is the number of days during the performance year
        of
        termination that the Executive is employed by the Company and the denominator
        of
        which is 365);

       

      (3) an
        amount
        equal to the product of (a) 1.25 times (b) the sum of (i) the Executive’s then
        Base Salary and (ii) the most recent annual bonus paid to the Executive (or
        awarded by the Board or the Committee for the preceding calendar year if
        not
        then paid), times (c) a fraction, the numerator of which is the number of
        days
        from the Executive’s employment termination date until the end of the Employment
        Term, and the denominator of which is 456, payable in a single lump sum
        commencing on the earliest payroll date that does not result in adverse tax
        consequences to Executive under Section 409A of the Code;

       

      (4) each
        cash-based long-term performance award for
        which
        the performance period has not yet been completed as of the date of such
        termination
        shall be
        deemed fully vested and fully earned and then shall be cancelled in exchange
        for
        a cash payment equal to 100% of the target value of such award multiplied
        by a
        fraction, the numerator which is the number of days the Executive remained
        employed with the Company during the award’s performance period and the
        denominator of which is the total number of days during the award’s performance
        period;

       

      
        
          
          

        

        
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      (5) title
        to
        the Company automobile to the Executive on an “as is” basis, with the
        automobile’s fair market value being taxable to the Executive;

       

      (6) subject
        to the Executive’s continued co-payment of premiums, if required under Company
        policy, continued participation for 24 months but in no event later than
        the
        Retirement Eligibility Date in all medical, dental and vision plans which
        cover
        the Executive (and eligible dependents) upon the same terms and conditions
        (except for the requirements of the Executive’s continued employment) in effect
        for active employees of the Company. In the event the Executive obtains other
        employment that offers substantially similar or improved benefits, as to
        any
        particular medical, dental or vision plan, such continuation of coverage
        by the
        Company for such similar or improved benefit under such plan under this
        subsection shall immediately cease. The continuation of health benefits under
        this subsection shall reduce and count against the Executive’s rights under the
        Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
        and

       

      (7) the
        Company shall continue to pay all premiums on the life insurance coverage
        issued
        to the Executive for 24 months but in no event later than the Retirement
        Eligibility Date.

       

      (e) RETIREMENT.
        If the Executive terminates employment on or following the Executive’s
        Retirement Eligibility Date, the Company shall pay to the
        Executive:

       

      (1) any
        Accrued Amounts;

       

      (2) a
        pro-rata portion of the Executive’s annual bonus for the performance year in
        which the Executive’s retirement occurs, payable at the time that annual bonuses
        are paid to other senior executives (determined by multiplying the amount
        the
        Executive would have received based upon actual financial performance had
        employment continued through the end of the performance year by a fraction,
        the
        numerator of which is the number of days during the performance year of
        termination that the Executive is employed by the Company and the denominator
        of
        which is 365);

       

      (3) each
        cash-based long-term performance award for
        which
        the performance period has not yet been completed as of the date of such
        termination
        shall be
        deemed fully vested and fully earned and then shall be cancelled in exchange
        for
        a cash payment within 10 business days after the date of the Executive's
        retirement with payment equal to 100% of the target value of such award
        multiplied by a fraction, the numerator which is the number of days the
        Executive remained employed with the Company during the award’s performance
        period and the denominator of which is the total number of days during the
        award’s performance period;

       

      (4) title
        to
        the Company automobile to the Executive on an “as is” basis, with the
        automobile’s fair market value being taxable to the Executive; and

       

      (5) the
        Executive shall be considered to have “retired” on the Executive’s date
        of
        termination of employment with the Company on or following the
        Executive’s
        Retirement Eligibility Date for purposes of any plans, programs, agreements
        or
        arrangements with the Company or its affiliates.

       

      
        
          
          

        

        
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      (f) ACCELERATION
        OF EQUITY AWARDS

       

      If
        the
        Executive's employment by the Company is terminated by the Company for
        Disability (as defined in Section 7(a)) or without Cause (as defined in Section
        7(c)), or by the Executive for Good Reason (as defined in Section 7(e)),
        Retirement (as defined in Section 7(g)) or due to death, all then outstanding
        unvested equity awards granted to the Executive (for example, stock options,
        stock appreciation rights and restricted stock), whether under this Agreement
        or
        otherwise, will fully vest and become non-forfeitable and remain exercisable
        in
        accordance with the terms of the applicable Company plans.

       

      (g) COORDINATION
        WITH CHANGE IN CONTROL AGREEMENT.

       

      Notwithstanding
        anything to the contrary set forth in this Agreement, if the Executive’s
        employment with the Company is terminated under circumstances that result
        in the
        payment of “Severance Payments” under the Executive’s Change in Control
        Agreement,
        the
        Severance Payments under the Executive’s Change in Control Agreement shall be in
        lieu of any severance benefits otherwise payable to the Executive under this
        Section 8.

       

      9. CONDITIONS.
        Any payments or benefits made or provided pursuant to Section 8 (other than
        Accrued Amounts) are subject to the Executive’s:

       

      (a) compliance
        with the provisions of Section 11 hereof;

       

      (b) delivery
        to the Company of an executed Agreement and General Release (the “General
        Release”), which shall be substantially in the form attached hereto as Appendix
        A (with such changes therein or additions thereto as needed under then
        applicable law to give effect to its intent and purpose) within 21 days of
        presentation thereof by the Company to the Executive; and

       

      (c) delivery
        to the Company of a resignation from all offices, directorships and fiduciary
        positions with the Company, its affiliates and employee benefit
        plans.

       

      For
        purposes of any payments or benefits provided under Section 8 (other than
        Accrued Amounts) to an Executive’s beneficiary or estate, the beneficiary or
        estate shall comply with the provisions of Section 9(b) and Section
        11(e).

       

      Notwithstanding
        the due date of any post-employment payments, any amounts due following a
        termination under this Agreement (other than Accrued Amounts) shall not be
        due
        until after the expiration of any revocation period applicable to the General
        Release without the Executive having revoked such General Release, and any
        such
        amounts shall be paid to the Executive within ten (10) days of the expiration
        of
        such revocation period without the occurrence of a revocation by the Executive
        (or such later date as may be required under Section 409A of the Code in
        accordance with Section 20 hereof). Nevertheless (and regardless of whether
        the
        General Release has been executed by the Executive), upon any termination
        of
        Executive’s employment, Executive shall be entitled to receive any Accrued
        Amounts, payable within thirty (30) days after the date of termination of
        employment or in accordance with the applicable plan, program or policy.
        In the
        event that the Executive dies before all payments pursuant to this Section
        9
        have been paid, all remaining payments shall be made to the beneficiary
        specifically designated by the Executive in writing prior to the Executive’s
        death, or, if no such beneficiary was designated (or the Company is unable
        in
        good faith to determine the beneficiary designated), to the Executive’s personal
        representative or estate.

       

      
        
          
          

        

        
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      10. SECTION
        4999 EXCISE TAX. The Company shall provide the Executive with a “Gross-Up
        Payment”, as defined in the Change in Control Agreement between the Company and
        the Executive effective as of January 1, 2007, in the event that any payment
        made under this Agreement is subject to excise tax under Section 4999 of
        the
        Code and the Change in Control Agreement does not apply to such
        payment.

       

      11. POST-EMPLOYMENT
        OBLIGATIONS

       

      (a) CONFIDENTIALITY.
        The Executive agrees that the Executive shall not, directly or indirectly,
        use,
        make available, sell, disclose or otherwise communicate to any person, other
        than in the course of the Executive’s employment and for the benefit of the
        Company, either during the period of the Executive’s employment or at any time
        thereafter, any nonpublic, proprietary or confidential information, knowledge
        or
        data relating to the Company, any of its subsidiaries, affiliated companies
        or
        businesses, which shall have been obtained by the Executive during the
        Executive’s employment by the Company. The foregoing shall not apply to
        information that (i) was known to the public prior to its disclosure to the
        Executive; (ii) becomes known to the public subsequent to disclosure to the
        Executive through no wrongful act of the Executive or any representative
        of the
        Executive; or (iii) the Executive is required to disclose by applicable law,
        regulation or legal process (provided that the Executive provides the Company
        with prior notice of the contemplated disclosure and reasonably cooperates
        with
        the Company at its expense in seeking a protective order or other appropriate
        protection of such information). Notwithstanding clauses (i) and (ii) of
        the
        preceding sentence, the Executive’s obligation to maintain such disclosed
        information in confidence shall not terminate where only portions of the
        information are in the public domain.

       

      (b) NON-SOLICITATION.
        In
        the
        event that the Executive receives severance benefits under Section 8(d) of
        this
        Agreement,
        the
        Executive agrees that for
        the
        two (2) year period following the date of termination,
        the
        Executive will not, directly or indirectly, individually or on behalf of
        any
        other person, firm, corporation or other entity, knowingly solicit, aid or
        induce any managerial level employee of the Company or any of its subsidiaries
        or affiliates to leave such employment in order to accept employment with
        or
        render services to or with any other person, firm, corporation or other entity
        unaffiliated with the Company or knowingly take any action to materially
        assist
        or aid any other person, firm, corporation or other entity in identifying
        or
        hiring any such employee (provided, that the foregoing shall not be violated
        by
        general advertising not targeted at Company employees nor by serving as a
        reference for an employee with regard to an entity with which the Executive
        is
        not affiliated).
        For the
        avoidance of doubt, if a managerial level employee on his or her own initiative
        contacts the Executive for the primary purpose of securing alternative
        employment, any action taken by the Executive thereafter shall not be deemed
        a
        breach of this Section 11(b).

       

      
        
          
          

        

        
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      (c) NON-COMPETITION.
        The Executive acknowledges that the Executive performs services of a unique
        nature for the Company that are irreplaceable, and that the Executive’s
        performance of such services to a competing business will result in irreparable
        harm to the Company. Accordingly, in the event that the Executive receives
        severance benefits under Section 8(d) of this Agreement, the Executive agrees
        that for a period of two (2) years following the date of termination, but
        not
        later than the Executive's Retirement Eligibility Date, the Executive will
        not,
        directly or indirectly, become connected with, promote the interest of, or
        engage in any other business or activity competing with the business of the
        Company within the geographical area in which the business of the Company
        is
        conducted.

       

      (d) NON-DISPARAGEMENT.
        Each of the Executive and the Company (for purposes hereof, “the Company” shall
        mean only (i) the Company by press release or otherwise and (ii) the executive
        officers and directors thereof and not any other employees) agrees not to
        make
        any public statements that disparage the other party, or in the case of the
        Company, its respective affiliates, officers, directors, products or services.
        Notwithstanding the foregoing, statements made in the course of sworn testimony
        in administrative, judicial or arbitral proceedings (including, without
        limitation, depositions in connection with such proceedings) or otherwise
        as
        required by law shall not be subject to this Section 11(d).

       

      (e) RETURN
        OF
        COMPANY PROPERTY AND RECORDS. The Executive agrees that upon termination
        of the
        Executive’s employment, for any cause whatsoever, the Executive will surrender
        to the Company in good condition (reasonable wear and tear excepted) all
        property and equipment belonging to the Company and all records kept by the
        Executive containing the names, addresses or any other information with regard
        to customers or customer contacts of the Company, or concerning any proprietary
        or confidential information of the Company or any operational, financial
        or
        other documents given to the Executive during the Executive’s employment with
        the Company.

       

      (f) COOPERATION.
        The Executive agrees that, following termination of the Executive’s employment
        for any reason, the Executive shall upon reasonable advance notice, and to
        the
        extent it does not interfere with previously scheduled travel plans and does
        not
        unreasonably interfere with other business activities or employment obligations,
        assist and cooperate with the Company with regard to any matter or project
        in
        which the Executive was involved during the Executive’s employment, including
        any litigation. The Company shall compensate the Executive for any lost wages
        (or,
        if
        the Executive is not then employed, provide reasonable compensation as
        determined by the Compensation Committee) and
        expenses
        associated with such cooperation and assistance.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (g) ASSIGNMENT
        OF INVENTIONS. The Executive will promptly communicate and disclose in writing
        to the Company all inventions and developments including software, whether
        patentable or not, as well as patents and patent applications (hereinafter
        collectively called “Inventions”), made, conceived, developed, or purchased by
        the Executive, or under which the Executive acquires the right to grant licenses
        or to become licensed, alone or jointly with others, which have arisen or
        jointly with others, which have arisen or which arise out of the Executive’s
        employment with the Company, or relate to any matters directly pertaining
        to,
        the business of the Company or any of its subsidiaries. Included herein as
        if
        developed during the employment period is any specialized equipment and software
        developed for use in the business of the Company. All of the Executive’s right,
        title and interest in, to, and under all such Inventions, licenses, and right
        to
        grant licenses shall be the sole property of the Company. As to all such
        Inventions, the Executive will, upon request of the Company execute all
        documents which the Company deems necessary or proper to enable it to establish
        title to such Inventions or other rights, and to enable it to file and prosecute
        applications for letters patent of the United States and any foreign country;
        and do all things (including the giving of evidence in suits and other
        proceedings) which the Company deems necessary or proper to obtain, maintain,
        or
        assert patents for any and all such Inventions or to assert its rights in
        any
        Inventions not patented.

       

      (h) EQUITABLE
        RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other
        party’s remedies at law for a breach or threatened breach of any of the
        provisions of this Section would be inadequate and, in recognition of this
        fact,
        the parties agree that, in the event of such a breach or threatened breach,
        in
        addition to any remedies at law, the other party, without posting any bond,
        shall be entitled to obtain equitable relief in the form of specific
        performance, temporary restraining order, a temporary or permanent injunction
        or
        any other equitable remedy which may then be available.

       

      (i) REFORMATION.
        If it is determined by a court of competent jurisdiction in any state that
        any
        restriction in this Section 11 is excessive in duration or scope or is
        unreasonable or unenforceable under the laws of that state, it is the intention
        of the parties that such restriction may be modified or amended by the court
        to
        render it enforceable to the maximum extent permitted by the law of that
        state.

       

      (j) SURVIVAL
        OF PROVISIONS. The obligations contained in this Section 11 shall survive
        the
        termination or expiration of the Executive’s employment with the Company and
        shall be fully enforceable thereafter.

       

      12. NO
        ASSIGNMENT.

       

      (a) This
        Agreement is personal to each of the parties hereto. Except as provided in
        Section 12(b) below, no party may assign or delegate any rights or obligations
        hereunder without first obtaining the written consent of the other party
        hereto.

       

      (b) The
        Company may assign this Agreement to any successor to all or substantially
        all
        of the business and/or assets of the Company provided the Company shall require
        such successor to expressly assume and agree in writing to perform this
        Agreement in the same manner and to the same extent that the Company would
        be
        required to perform it if no such succession had taken place and shall deliver
        a
        copy of such assignment to the Executive.

       

      13. NOTICE.
        For the purpose of this Agreement, notices and all other communications provided
        for in this Agreement shall be in writing and shall be deemed to have been
        duly
        given (a) on the date of delivery if delivered by hand, (b) on the date of
        transmission, if delivered by confirmed facsimile, (c) on the first business
        day
        following the date of deposit if delivered by guaranteed overnight delivery
        service, or (d) on the fourth business day following the date delivered or
        mailed by United States registered or certified mail, return receipt requested,
        postage prepaid, addressed as follows:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Executive: at the address (or to the facsimile number) shown on the records
        of
        the Company

       

      If
        to the
        Company:

       

      Kaman
        Corporation

      1332
        Blue
        Hills Avenue, P.O. Box 1

      Bloomfield,
        CT 06002

      Attention:
        Candace A. Clark, Esq.

       

      Facsimile
        No.: 860 243-7397

       

      or
        to
        such other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

       

      14. SECTION
        HEADINGS; INCONSISTENCY. The section headings used in this Agreement are
        included solely for convenience and shall not affect, or be used in connection
        with, the interpretation of this Agreement. Except
        as
        provided in the last sentence of Section 15 hereof, if
        there is
        any inconsistency between this Agreement and any other agreement (including
        but
        not limited to any option, stock, long-term incentive or other equity award
        agreement), plan, program, policy or practice (collectively, “Other Provision”)
        of the Company the terms of this Agreement shall control over such Other
        Provision.

       

      15. PRIOR
        AGREEMENTS. This Agreement supersedes and replaces any and all prior employment
        agreements (collectively, the “Prior Agreements”) between the Company and the
        Executive. By signing this Agreement, the Executive acknowledges that the
        Prior
        Agreements are terminated and cancelled, and releases and discharges the
        Company
        from any and all obligations and liabilities heretofore or now existing under
        or
        by virtue of such Prior Agreements, it being the intention of the parties
        hereto
        that this Agreement effective immediately shall supersede and be in lieu
        of the
        Prior Agreements. It is specifically acknowledged by the Company that this
        Agreement does not supersede the Change in Control Agreement or any existing
        employee benefits as described in Section 6 above or otherwise provided by
        the
        Company or its affiliates.

       

      16. SEVERABILITY.
        The provisions of this Agreement shall be deemed severable and the invalidity
        of
        unenforceability of any provision shall not affect the validity or
        enforceability of the other provisions hereof.

       

      17. COUNTERPARTS.
        This Agreement may be executed in counterparts, each of which shall be deemed
        to
        be an original but all of which together will constitute one and the same
        instruments. One or more counterparts of this Agreement may be delivered
        by
        facsimile, with the intention that delivery by such means shall have the
        same
        effect as delivery of an original counterpart thereof.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      18. ARBITRATION.
        Any dispute or controversy arising under or in connection with this Agreement,
        other than injunctive relief under Section 11(h) hereof or damages for breach
        of
        Section 11, shall be settled exclusively by arbitration, conducted before
        a
        single arbitrator in Hartford, Connecticut administered by the American
        Arbitration Association (“AAA”) in accordance with its Commercial Arbitration
        Rules then in effect. The single arbitrator shall be selected by the mutual
        agreement of the Company and the Executive, unless the parties are unable
        to
        agree to an arbitrator, in which case, the arbitrator will be selected under
        the
        procedures of the AAA. The arbitrator will have the authority to permit
        discovery and to follow the procedures that he/she determines to be appropriate.
        The arbitrator will have no power to award consequential (including lost
        profits), punitive or exemplary damages. The decision of the arbitrator will
        be
        final and binding upon the parties hereto. Judgment may be entered on the
        arbitrator’s award in any court having jurisdiction.

       

      19. MISCELLANEOUS.
        No provision of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing and signed by the
        Executive and such officer or director as may be designated by the Board.
        No
        waiver by either party hereto at any time of any breach by the other party
        hereto of, or compliance with, any condition or provision of this Agreement
        to
        be performed by such other party shall be deemed a waiver of similar or
        dissimilar provisions or conditions at the same or at any prior or subsequent
        time. This Agreement together with all exhibits hereto sets forth the entire
        agreement of the parties hereto in respect of the subject matter contained
        herein. No agreements or representations, oral or otherwise, express or implied,
        with respect to the subject matter hereof have been made by either party
        which
        are not expressly set forth in this Agreement. The validity, interpretation,
        construction and performance of this Agreement shall be governed by the laws
        of
        the State of Connecticut without regard to its conflicts of law
        principles.

       

      20. PAYMENT
        OF COMPENSATION. The parties shall revisit this Agreement when the IRS issues
        final regulations under Section 409A of the Code for the sole purpose of
        determining whether any amendments are required in order to comply with such
        regulations. The parties shall promptly agree in good faith on appropriate
        provisions to avoid any material risk of noncompliance without materially
        changing the economic value (to the Executive) or the cost (to the Company)
        of
        this Agreement including, if necessary, the deferral of any amount payable
        hereunder upon separation from service to the first date such amount may
        be paid
        without incurring tax under Section 409A of the Code, in which case such
        payment
        shall bear interest at the applicable federal rate under Section 1274 of
        the
        Code. Notwithstanding the foregoing, the Company shall in no event be obligated
        to indemnify the Executive for any taxes or interest that may be assessed
        by the
        IRS pursuant to Section 409A of the Code.

       

      21. MITIGATION
        OF DAMAGES. In no event shall the Executive be obliged to seek other employment
        or take any other action by way of mitigation of the amounts payable to the
        Executive under any of the provisions of this Agreement, nor shall the amount
        of
        any payment hereunder be reduced by any compensation earned by the Executive
        as
        a result of employment by another employer, except as set forth in this
        Agreement.

       

      22. REPRESENTATIONS.
        The Executive represents and warrants to the Company that the Executive has
        the
        legal right to enter into this Agreement and to perform all of the obligations
        on the Executive’s part to be performed hereunder in accordance with its terms
        and that the Executive is not a party to any agreement or understanding,
        written
        or oral, which could prevent the Executive from entering into this Agreement
        or
        performing all of the Executive’s obligations hereunder.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      23. WITHHOLDING.
        The Company may withhold from any and all amounts payable under this Agreement
        such federal, state and local taxes as may be required to be withheld pursuant
        to any applicable law or regulation.

       

      24. SURVIVAL.
        The respective obligations of, and benefits afforded to, the Company and
        Executive which by their express terms or clear intent survive termination
        of
        Executive’s employment with the Company, including, without limitation, the
        provisions of Sections 5 and 8 through 25, inclusive of this Agreement, will
        survive termination of Executive’s employment with the Company, and will remain
        in full force and effect according to their terms.

       

      25. AGREEMENT
        OF THE PARTIES. The language used in this Agreement will be deemed to be
        the
        language chosen by the parties hereto to express their mutual intent, and
        no
        rule of strict construction will be applied against any party hereto. Neither
        Executive nor the Company shall be entitled to any presumption in connection
        with any determination made hereunder in connection with any arbitration,
        judicial or administrative proceeding relating to or arising under this
        Agreement.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement.

       

      

        
          	
                   

                   

                	
                   

                   

                	
                   

                  KAMAN
                    CORPORATION

                
	 	 	 
	 	
                  By:  

                	
                  /s/ Paul
                    R. Kuhn

                
	 	 	
                  PAUL
                    R. KUHN

                
	 	
                  Its:

                	
                  PRESIDENT
                    AND CHIEF EXECUTIVE OFFICER

                
	 	 	 
	 	
                  Date:

                	
                  2/20/07

                
	 	 	 
	 	 	 
	 	 	 
	 	 	
                  RUSSELL
                    H. JONES

                
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/
                    Russell H. Jones

                
	 	 	 
	 	 	 
	 	
                  Date:

                	
                  2/19/07

                
	 	 	 


        

        


      

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

       

      FORM
        OF RELEASE

       

      AGREEMENT
        AND GENERAL RELEASE

       

      Kaman
        Corporation, its affiliates, subsidiaries, divisions, successors and assigns
        in
        such capacity, and the current, future and former employees, officers,
        directors, trustees and agents thereof (collectively referred to throughout
        this
        Agreement as “Employer”), and Russell H. Jones (“Executive”), the Executive’s
        heirs, executors, administrators, successors and assigns (collectively referred
        to throughout this Agreement as “Employee”) agree:

       

      1. Last
        Day of Employment.
        Executive’s last day of employment with Employer is ______________. In addition,
        effective as of DATE, Executive resigns from the Executive’s positions as Senior
        Vice President, Chief Investment Officer, and Treasurer of Employer and will
        not
        be eligible for any benefits or compensation after ________, including payments
        under the Executive’s Change in Control Agreement, other than as specifically
        provided in Sections 6 and 8 of the Executive Employment Agreement between
        Employer and Executive effective as of January 1, 2007 (the “Employment
        Agreement”).
        Executive further acknowledges and agrees that, after DATE, the Executive
        will
        not represent the Executive as being a director, employee, officer, trustee,
        agent or representative of Employer for any purpose. In addition, effective
        as
        of DATE, Executive resigns from all offices, directorships, trusteeships,
        committee memberships and fiduciary capacities held with, or on behalf of,
        Employer or any benefit plans of Employer. These resignations will become
        irrevocable as set forth in Section 3 below.

       

      2. Consideration.
        The parties acknowledge that this Agreement and General Release is being
        executed in accordance with Section 9 of the Employment Agreement.

       

      3. Revocation.
        Executive may revoke this Agreement and General Release for a period of seven
        (7) calendar days following the day Executive executes this Agreement and
        General Release. Any revocation within this period must be submitted, in
        writing, to Employer and state, “I hereby revoke my acceptance of our Agreement
        and General Release.” The revocation must be personally delivered to Employer’s
        Chief Legal Officer, or his/her designee, or mailed to Kaman Corporation,
        1332
        Blue Hills Avenue, P.O. Box 1, Bloomfield, CT 06002, Attention Candace Clark,
        and postmarked within seven (7) calendar days of execution of this Agreement
        and
        General Release. This Agreement and General Release shall not become effective
        or enforceable until the revocation period has expired. If the last day of
        the
        revocation period is a Saturday, Sunday, or legal holiday in Hartford,
        Connecticut, then the revocation period shall not expire until the next
        following day which is not a Saturday, Sunday, or legal holiday.

       

      4. General
        Release of Claim. Subject to the full satisfaction by the Employer of its
        obligations under the Employment Agreement, Employee knowingly and voluntarily
        releases and forever discharges Employer from any and all claims, causes
        of
        action, demands, fees and liabilities of any kind whatsoever, whether known
        and
        unknown, against Employer, Employee has, has ever had or may have as of the
        date
        of execution of this Agreement and General Release, including, but not limited
        to, any alleged violation of:

      
 

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      - Title
        VII
        of the Civil Rights Act of 1964, as amended;

       

      - The
        Civil
        Rights Act of 1991;

       

      - Sections
        1981 through 1988 of Title 42 of the United States Code, as
        amended;

       

      - The
        Employee Retirement Income Security Act of 1974, as amended;

       

      - The
        Immigration Reform and Control Act, as amended;

       

      - The
        Americans with Disabilities Act of 1990, as amended;

       

      - The
        Age
        Discrimination in Employment Act of 1967, as amended;

       

      - The
        Older
        Workers Benefit Protection Act of 1990;

       

      - The
        Worker Adjustment and Retraining Notification Act, as amended;

       

      - The
        Occupational Safety and Health Act, as amended;

       

      - The
        Family and Medical Leave Act of 1993;

       

      
        
          -
            Any
            wage
            payment and collection, equal pay and other similar laws, acts and statutes
            of
            the State of Connecticut;

        

      

       

      
        
          -
            Any
            other
            federal, state or local civil or human rights law or any other local,
            state or
            federal law, regulation or ordinance; 

        

      

       

      
        
          -
            Any
            public policy, contract, tort, or common law; or

        

      

       

      
        
          -
            Any
            allegation for costs, fees, or other expenses including attorneys fees
            incurred
            in these matters.

        

      

       

      Notwithstanding
        anything herein to the contrary, the sole matters to which the Agreement
        and
        General Release do not apply are: (i) Employee’s express rights under any
        pension (including but not limited to any rights under the Kaman Corporation
        Supplemental Retirement Plan) or claims for accrued vested benefits under
        any
        other employee benefit plan, policy or arrangement maintained by Employer
        or
        under COBRA and other Accrued Amounts (as such term is defined in the Employment
        Agreement); (ii) Employee’s rights under the provisions of the Employment
        Agreement which are intended to survive termination of employment; or (iii)
        Employee’s rights as a stockholder.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      5. No
        Claims
        Permitted. Employee waives Executive’s right to file any charge or complaint
        against Employer arising out of Executive’s employment with or separation from
        Employer before any federal, state or local court or any state or local
        administrative agency, except where such waivers are prohibited by
        law.

       

      6. Affirmations.
        Employee affirms Executive has not filed, has not caused to be filed, and
        is not
        presently a party to, any claim, complaint, or action against Employer in
        any
        forum. Employee further affirms that the Executive has been paid and/or has
        received all compensation, wages, bonuses, commissions, and/or benefits to
        which
        Executive may be entitled and no other compensation, wages, bonuses, commissions
        and/or benefits are due to Executive, except as provided in Sections 6 and
        8 of
        the Employment Agreement. Employee also affirms Executive has no known workplace
        injuries.

       

      7. Cooperation;
        Return of Property. In
        accordance with Section 11(f) of the Employment Agreement, Employee
        agrees to reasonably cooperate with Employer and its counsel in connection
        with
        any investigation, administrative proceeding or litigation relating to any
        matter that occurred during Executive’s employment in which Executive was
        involved or of which Executive has knowledge and Employer will reimburse
        the
        Employee for any reasonable out-of-pocket travel, delivery or similar expenses
        incurred and
        lost
        wages (or will provide reasonable compensation if Executive is not then
        employed) in
        providing such service to Employer. Employee represents that Executive has
        complied with Section 11(e) of the Employee Agreement regarding the return
        of
        property.

       

      8. Governing
        Law and Interpretation. This Agreement and General Release shall be governed
        and
        conformed in accordance with the laws of the State of Connecticut without
        regard
        to its conflict of laws provisions. In the event Employee or Employer breaches
        any provision of this Agreement and General Release, Employee and Employer
        affirm either may institute an action to specifically enforce any term or
        terms
        of this Agreement and General Release. Should any provision of this Agreement
        and General Release be declared illegal or unenforceable by any court of
        competent jurisdiction and should the provision be incapable of being modified
        to be enforceable, such provision shall immediately become null and void,
        leaving the remainder of this Agreement and General Release in full force
        and
        effect. Nothing herein, however, shall operate to void or nullify any general
        release language contained in the Agreement and General Release. 

       

      9. No
        Admission of Wrongdoing. Employee agrees neither this Agreement and General
        Release nor the furnishing of the consideration for this Release shall be
        deemed
        or construed at any time for any purpose as an admission by Employer of any
        liability or unlawful conduct of any kind.

       

      10. Amendment.
        This Agreement and General Release may not be modified, altered or changed
        except upon express written consent of both parties wherein specific reference
        is made to this Agreement and General Release.

       

      11. Entire
        Agreement. This Agreement and General Release sets forth the entire agreement
        between the parties hereto and fully supersedes any prior agreements or
        understandings between the parties; provided, however, that notwithstanding
        anything in this Agreement and General Release, the provisions in the Employment
        Agreement which are intended to survive termination of the Employment Agreement,
        including but not limited to those contained in Section 11 thereof, shall
        survive and continue in full force and effect. Employee acknowledges Executive
        has not relied on any representations, promises, or agreements of any kind
        made
        to Executive in connection with Executive’s decision to accept this Agreement
        and General Release.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      EMPLOYEE
        HAS BEEN ADVISED THAT EXECUTIVE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
        REVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING
        TO
        CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL
        RELEASE. 

       

      EMPLOYEE
        AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
        GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
        (21) CALENDAR DAY CONSIDERATION PERIOD. 

       

      HAVING
        ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES
        SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE
        EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE
        CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO
        WAIVE, SETTLE AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST
        EMPLOYER.

       

      IN
        WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
        Agreement and General Release as of the date set forth below:

       

      
        	
                 

                 

              	
                 

                 

              	
                 

                KAMAN
                  CORPORATION

              
	 	 	 
	 	
                By:  

              	 
	 	
                 

                Name:

              	
                 

                [NAME]

              
	 	
                Title:

              	 
	 	
                Date:

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	
                RUSSELL
                  H. JONES

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                Date:

              	 
	 	 	 


      

      
 

      
        
          
          

        

        
          19