Exhibit 10g(xvii) Amended and Restated Change in Control Agreement between
      Russell H. Jones and Kaman Corporation


    
      

    

    Exhibit 10g(xvii)

     

    

      


       

      KAMAN
        CORPORATION 

      AMENDED
        AND RESTATED

      CHANGE
        IN CONTROL AGREEMENT

       

      


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

      


      WHEREAS,
        the Company and the Executive are parties to the Kaman Corporation Change
        in
        Control Agreement dated as of November 11, 2003 (the "Prior Agreement");
        and


       

      WHEREAS,
        the Company and the Executive have agreed to replace and supersede the Prior
        Agreement as set forth below.

      


      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants herein
        contained, the Company and the Executive hereby agree as follows: 

      


      1.  Defined
        Terms.
        Definitions of capitalized terms used in this Agreement are provided in the
        last
        Section of this Agreement. 

       

      2.  Term.
        This
        Agreement shall terminate on the fifth anniversary of the Effective Date.
        The
        term of this Agreement shall be automatically extended thereafter for successive
        one (1) year periods unless, at least ninety (90) days prior to the end of
        the
        fourth anniversary of the Effective Date or the then current succeeding one-year
        extended term of this Agreement, the Company or Executive has notified the
        other
        that the term hereunder shall expire at the end of the then-current term.
        Notwithstanding any such notice, the term of this Agreement shall not expire
        before the second anniversary of a Change in Control that occurs within the
        term
        of this Agreement. The initial term of this Agreement, as it may be extended
        under this Section 2, is herein referred to as the "Term."

       

      3.  Company’s
        Covenants Summarized.
        In
        order to induce the Executive to remain in the employ of the Company and
        in
        consideration of the Executive’s continued employment, the Company agrees, under
        the conditions described herein, to pay the Executive the Severance Payments
        and
        the other payments and benefits described in this Agreement. Except as provided
        in Sections 5.1 and 8.1 of this Agreement, no Severance Payments (as defined
        in
        Section 5) shall be payable under this Agreement unless there shall have
        been a
        termination of the Executive’s employment with the Company following a Change in
        Control. This Agreement shall not be construed as creating an express or
        implied
        contract of employment and, except as otherwise agreed in writing between
        the
        Executive and the Company, the Executive shall not have any right to be retained
        in the employ of the Company.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      4.  Compensation
        Other Than Severance Payments.

       

      4.1 If
        the
        Executive’s employment shall be terminated for any reason following a Change in
        Control, the Company shall pay the Executive’s full salary to the Executive
        through the Date of Termination at the rate in effect immediately prior to
        the
        Date of Termination or, if Section 18(n)(II) is applicable as an event or
        circumstance constituting Good Reason, the rate in effect immediately prior
        to
        such event or circumstance, together with all compensation and benefits payable
        to the Executive through the Date of Termination under the terms of the
        Company’s compensation and benefit plans, programs or arrangements as in effect
        immediately prior to the Date of Termination (or, if more favorable to the
        Executive, as in effect immediately prior to the first occurrence of an event
        or
        circumstance constituting Good Reason). In addition, if the Executive’s
        employment is terminated for any reason following a Change in Control other
        than
        (a) by the Company for Cause and (b) by the Executive without Good Reason,
        then
        the Company shall pay a pro-rata portion of the Executive’s annual bonus for the
        performance year in which such termination occurs to the Executive at the
        time
        that annual bonuses are paid to other senior executives. This pro-rata bonus
        shall be determined by multiplying the amount the Executive would have received
        based upon actual financial performance through such termination, as reasonably
        determined by the Company, by a fraction, the numerator of which is the number
        of days during such performance year that the Executive is employed by the
        Company and the denominator of which is 365.

       

      4.2 If
        the
        Executive’s employment shall be terminated for any reason following a Change in
        Control, the Company shall pay to the Executive the Executive’s normal
        post-termination compensation and benefits as such payments become due. Such
        post-termination compensation and benefits shall be determined under, and
        paid
        in accordance with, the Company’s retirement, insurance and other compensation
        or benefit plans, programs and arrangements as in effect immediately prior
        to
        the Date of Termination or, if more favorable to the Executive, as in effect
        immediately prior to the occurrence of the first event or circumstance
        constituting Good Reason.

      


      5.  Severance
        Payments.

       

      5.1 If
        the
        Executive’s employment is terminated during the twenty-four (24) month period
        immediately following a Change in Control, other than (A) by the Company
        for
        Cause, (B) by reason of death or Disability, or (C) by the Executive without
        Good Reason, then the Company shall pay the Executive the amounts, and provide
        the Executive the benefits described in this Section 5 (collectively, the
        “Severance Payments”) in addition to any payments and benefits to which the
        Executive is entitled under Section 4 of this Agreement. The Executive shall
        also be entitled to Severance Payments under this Agreement if the Executive’s
        employment is terminated without Cause by the Company or by the Executive
        for
        Good Reason at any time beginning on the first day of the 90 day period
        immediately prior to the execution of a definitive purchase and sale agreement
        that results in such Change in Control and the closing of such Change in
        Control.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      	(a)  	
              In
                lieu of any further salary payments to the Executive for periods
                subsequent to the Date of Termination and in lieu of any severance
                benefit
                payable to the Executive under the Executive’s Employment Agreement with
                the Company or otherwise, the Company shall pay to the Executive
                a lump
                sum severance payment, in cash, equal to the sum of (i) two (2) times
                the
                Executive’s base salary as in effect immediately prior to the Date of
                Termination or, if Section 18(n)(II) is applicable as an event or
                circumstance constituting Good Reason, the rate in effect immediately
                prior to such event or circumstance, and (ii) two (2) times the last
                annual bonus paid or awarded (to the extent not yet paid) to the
                Executive
                in the previous three years (if any) immediately preceding the Date
                of
                Termination, pursuant to any annual bonus or incentive plan maintained
                by
                the Company. 

            


      


      	(b)  	
              For
                the twenty-four (24) month period immediately following the Date
                of
                Termination, the Company shall arrange to provide the Executive and
                his
                dependents medical, dental, and accidental death and disability benefits
                substantially similar to those provided to the Executive and his
                dependents immediately prior to the Date of Termination or, if more
                favorable to the Executive, those provided to the Executive and his
                dependents immediately prior to the first occurrence of an event
                or
                circumstance constituting Good Reason, at no greater cost to the
                Executive
                than the cost to the Executive immediately prior to such date or
                occurrence. Benefits otherwise receivable by the Executive pursuant
                to
                this Section 5.1(b) shall be reduced to the extent benefits of the
                same
                type are received by or made available by a subsequent employer to
                the
                Executive during the twenty-four (24) month period following the
                Date of
                Termination (and any such benefits received by or made available
                to the
                Executive shall be reported to the Company by the Executive); provided,
                however, that the Company shall reimburse the Executive for the excess,
                if
                any, of the cost of such benefits to the Executive over such cost
                immediately prior to the Date of Termination or, if more favorable
                to the
                Executive, the first occurrence of an event or circumstance constituting
                Good Reason.

            


      


      	(c)  	
              Notwithstanding
                any provision to the contrary in any plan or agreement maintained
                by or
                through the Company pursuant to which the Executive has been granted
                restricted stock, stock options, stock appreciation rights or long-term
                performance awards, effective on the Date of Termination, (i) all
                service
                and performance based restrictions with respect to any restricted
                stock
                shall lapse, (ii) all stock appreciation rights and stock options
                shall be
                deemed fully vested and then canceled in exchange for a cash payment
                equal
                to the excess of the fair market value of the shares of Company stock
                subject to the stock appreciation right or stock option on the date
                of the
                Change in Control, over the exercise price(s) of such stock appreciation
                rights or stock options, and (iii) all long-term performance awards
                shall
                be deemed fully vested and fully earned and then shall be canceled
                in
                exchange for a cash payment equal to 100% of the target value of
                each such
                award. 

            


       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      	(d)  	
              In
                addition to the retirement benefits to which the Executive is entitled
                under any tax-qualified, supplemental or excess benefit pension plan
                maintained by the Company and any other plan or agreement entered
                into
                between the Executive and the Company which is designed to provide
                the
                Executive supplemental retirement benefits (the “Pension Plans”) or any
                successor plan thereto, effective upon the Date of Termination, the
                Executive shall be credited with an additional two years of “Credited
                Service” and “Continuous Service” (as defined in the Kaman Corporation
                Amended and Restated Employees’ Pension Plan) when calculating the
                Executive’s benefit under Kaman Corporation Supplemental Employees
                Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments
                payable under this Agreement shall be disregarded when determining
                the
                Executive's Final Average Salary (as defined under the Kaman Corporation
                Amended and Restated Employees' Pension Plan) for purposes of calculating
                the benefits payable under the SERP or this Section
                5.1(d).

            


      


      	(e)  	
              If
                the Executive would have become entitled to benefits under the Company’s
                post-retirement health care plans, as in effect immediately prior
                to the
                Date of Termination or, if more favorable to the Executive, as in
                effect
                immediately prior to the first occurrence of an event or circumstance
                constituting Good Reason, had the Executive’s employment terminated at any
                time during the period of twenty-four (24) months after the Date
                of
                Termination, the Company shall provide such post-retirement health
                care
                benefits to the Executive and the Executive’s dependents commencing on the
                later of (i) the date on which such coverage would have first become
                available and (ii) the date on which benefits described in Section
                5.1 (b)
                terminate.

            


      


      	(f)  	
              The
                Company (i) shall establish an irrevocable grantor trust holding
                an amount
                of assets sufficient to pay all remaining premiums (which trust shall
                be
                required to pay such premiums), under any insurance policy maintained
                by
                the Company insuring the life of the Executive, that is in effect
                and (ii)
                shall transfer to the Executive any and all rights and incidents
                of
                ownership in such arrangements at no cost to the
                Executive.

            


      


      	(g)  	
              The
                Company shall provide the Executive with reimbursement for up to
                Thirty
                Thousand Dollars ($30,000) in the aggregate for outplacement services,
                relocation costs, or both provided however that reimbursement shall
                only
                be provided until the earlier of the first anniversary of the Date
                of
                Termination or the Executive’s first day of employment with a new
                employer.

            


      


      	(h)  	
              The
                Company shall provide the Executive with his Company automobile.
                The book
                value then attributed to it by the leasing company will be considered
                “fringe benefit” income and that amount will be subject to tax during the
                calendar year in which the Date of Termination occurs.
                

            


       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

         

        5.2 Section
          4999 Excise Tax.

      

       

      	(a)  	
              If
                any
                payments,
                rights
                or
                benefits (whether
                pursuant to the terms of this Agreement or
                any other plan, arrangement or agreement of
                Executive with
                the Company
                or
                with any person
                affiliated with the Company and
                whether or not the Executive’s employment has then terminated (the
                “Payments”)) received or to be received by Executive will be subject to
                the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any
                similar tax that may hereafter be imposed), then, except as set forth
                in
                Section 5.2(b) below,
                the Company shall pay to Executive
                an amount in addition to the Payments (the “Gross-Up Payment”) as
                calculated below. The Gross-Up Payment shall be in an amount such
                that,
                after deduction of any Excise Tax on the Payments
                and any federal, state and local income and employment tax and Excise
                Tax
                on the Gross-Up Payment, but before deduction for any federal, state
                or
                local income and employment tax on the Payments,
                the net amount retained by the Executive
                shall be equal to the Payments.

            


       

      	(b)  	
              Notwithstanding
                anything in this Agreement to the contrary, if the amount of Payments
                that
                will be subject
                to
                the Excise Tax does not exceed the amount of Payments that Executive
                could
                receive without having any Payments become subject to the Excise
                Tax by at
                least $100,000, then
                Executive’s taxable cash-based benefits under this Agreement will first be
                reduced in the order selected by Executive, and then, if necessary,
                Executive’s equity-based compensation (based on the value of such
                equity-based compensation as a “parachute payment” as defined in Treasury
                Regulations promulgated under Section 280G of the Code and IRS revenue
                rulings, revenue procedures and other official guidance) shall be
                reduced
                in the order selected by Executive, and then any other Payments shall
                be
                reduced as reasonably determined by the Company, to the extent necessary
                to avoid imposition of the Excise Tax. If Executive does not select
                the
                amount to be reduced within the time prescribed by the Company, the
                reductions specified herein shall be made by the Company in its sole
                discretion from such compensation as it shall determine. Any amount
                so
                reduced shall be irrevocably forfeited and Executive shall have no
                further
                rights to receive it. 

            


       

      	(c)  	
              The
                process for calculating the Excise Tax, determining the amount of
                any
                Gross-Up Payment and other procedures relating to this Section 5.2
                are set
                forth in Appendix A attached hereto. For purposes of making the
                determinations and calculations required herein, the Consultant may
                rely
                on reasonable, good faith interpretations concerning the application
                of
                Section 280G and 4999 of the Code, provided that the Consultant shall
                make
                such determinations and calculations on the basis of “substantial
                authority” (within
                the meaning of Section 6662
                of the Code) and shall provide opinions to that effect to both the
                Company
                and Executive.

            


       

      5.3 The
        Company also shall reimburse the Executive for legal fees and expenses incurred
        by the Executive in disputing in good faith any issue hereunder relating
        to the
        termination of the Executive’s employment or in seeking in good faith to obtain
        or enforce any benefit or right provided by this Agreement. Such payments
        shall
        be made within ten (10) business days after delivery of the Executive’s written
        request for payment accompanied with such evidence of fees and expenses incurred
        as the Company reasonably may require.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
5.4 The
        payments provided in subsections (a) and (c) of Section 5.1 shall be made
        on the
        last day of the Executive’s employment. The payments provided in Section 5.2 of
        this Agreement, if any, as determined under Appendix A, shall be paid on
        the
        Executive’s behalf to the applicable taxing authorities within five (5) days of
        the receipt of the Consultant’s determination of the Gross-Up Payment. If
        payments are not made in the time frame required by this subsection, interest
        on
        the unpaid amounts will accrue at 120% of the rate provided in Section
        1274(b)(2)(B) of the Code until the date such payments are actually made.
        At the
        time that payments are made under this Agreement, the Company shall provide
        the
        Executive with a written statement setting forth the manner in which such
        payments were calculated and the basis for such calculations including, without
        limitation, any opinions or other advice the Company has received from the
        Consultant or other advisors (and any such opinions or advice which are in
        writing shall be attached to the statement).

       

      5.5 Coordination
        with Employment Agreement.

      


      Severance
        Payments made under this Section 5 shall be in lieu of any severance benefit
        payable to the Executive under the Executive’s Employment Agreement with the
        Company or otherwise.

       

      6.  Termination
        Procedures and Compensation During Dispute.

       

      6.1 Notice
        of Termination.
        After a
        Change in Control, any purported termination of the Executive’s employment
        (other than by reason of death) shall be communicated by written Notice of
        Termination from one party hereto to the other party hereto in accordance
        with
        Section 9 of this Agreement. For purposes of this Agreement, a “Notice of
        Termination” shall mean a notice which shall indicate the specific termination
        provision in this Agreement relied upon and shall set forth in reasonable
        detail
        the facts and circumstances claimed to provide a basis for termination of
        the
        Executive’s employment under the provision so indicated. Further, a Notice of
        Termination for Cause is required to include a copy of a resolution duly
        adopted
        by the affirmative vote of not less than three-quarters (3/4) of the entire
        membership of the Board at a meeting of the Board which was called and held
        for
        the purpose of considering such termination (after reasonable notice to the
        Executive and an opportunity for the Executive, together with the Executive’s
        counsel, to be heard before the Board) finding that, in the good faith opinion
        of the Board, the Executive was guilty of conduct set forth in clause (i)
        or
        (ii) of the definition of Cause herein, and specifying the particulars thereof
        in detail.

      


      6.2 Date
        of Termination.
“Date
        of Termination,” with respect to any purported termination of the Executive’s
        employment after a Change in Control, shall mean (i) if the Executive’s
        employment is terminated for Disability, thirty (30) days after Notice of
        Termination is given (provided that the Executive shall not have returned
        to the
        full-time performance of the Executive’s duties during such thirty (30) day
        period), and (ii) if the Executive’s employment is terminated for any other
        reason, the date specified in the Notice of Termination (which, in the case
        of a
        termination by the Company, shall not be less than thirty (30) days (except
        in
        the case of a termination for Cause) and, in the case of a termination by
        the
        Executive, shall not be less than fifteen (15) days nor more than sixty (60)
        days, respectively, from the date such Notice of Termination is
        given).

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      6.3 Dispute
        Concerning Termination.
        If
        within fifteen (15) days after any Notice of Termination is given, or, if
        later,
        prior to the Date of Termination (as determined without regard to this Section
        6.3), the party receiving such Notice of Termination notifies the other party
        that a dispute exists concerning the termination, the Date of Termination
        shall
        be extended until the date on which the dispute is finally resolved, either
        by
        mutual written agreement of the parties or by a final judgment, order or
        decree
        of an arbitrator or a court of competent jurisdiction (which is not appealable
        or with respect to which the time for appeal therefrom has expired and no
        appeal
        has been perfected); provided, however, that the Date of Termination shall
        be
        extended by a notice of dispute given by the Executive only if such notice
        is
        given in good faith and the Executive pursues the resolution of such dispute
        with reasonable diligence.

       

      6.4 Compensation
        During Dispute.
        If a
        purported termination occurs following a Change in Control and the Date of
        Termination is extended in accordance with Section 6.3 of this Agreement,
        the
        Company shall continue to pay the Executive the full compensation in effect
        when
        the notice giving rise to the dispute was given (including, but not limited
        to,
        salary) and continue the Executive as a participant in all compensation,
        benefit
        and insurance plans in which the Executive was participating when the notice
        giving rise to the dispute was given, until the Date of Termination, as
        determined in accordance with Section 6.3 of this Agreement. Amounts paid
        under
        this Section 6.4 are in addition to all other amounts due under this Agreement
        (other than those due under Section 4.1 of this Agreement) and shall not
        be
        offset against or reduce any other amounts due under this Agreement.
        Notwithstanding anything to the contrary in Section 6.3 and 6.4, if the Company,
        after delivery of a Notice of Termination, promptly (and in any event within
        30
        days) determines that grounds existed prior to the delivery of the Notice
        of
        Termination to terminate the Executive’s employment for Cause after complying
        with the procedural requirements of this Agreement, the Company shall have
        the
        right to recover any payments that have been made to the Executive or on
        the
        Executive’s behalf under this Agreement including but not limited to offset
        against or reduction of any amounts due under this Agreement or
        otherwise.

      


      7.  No
        Mitigation.
        The
        Company agrees that under this Agreement, if the Executive’s employment with the
        Company terminates, the Executive is not required to seek other employment
        or to
        attempt in any way to reduce any amounts payable to the Executive by the
        Company
        pursuant to Section 5 of this Agreement or Section 6.4 of this Agreement.
        Further, the amount of any payment or benefit provided for in this Agreement
        (other than as specifically provided in Section 5.1(b) of this Agreement)
        shall
        not be reduced by any compensation earned by the Executive as the result
        of
        employment by another employer, by retirement benefits, by offset against
        any
        amount claimed to be owed by the Executive to the Company, or otherwise.
        

       

      8.  Successors;
        Binding Agreement.

       

      8.1 In
        addition to any obligations imposed by law upon any successor to the Company,
        the Company will require any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the business
        and/or assets of the Company to expressly assume and agree to perform this
        Agreement in accordance with its terms. Failure of the Company to obtain
        such
        agreement prior to the effectiveness of any such succession shall be a breach
        of
        this Agreement and shall entitle the Executive to compensation from the Company
        in the same amount and on the same terms as the Executive would be entitled
        to
        hereunder if the Executive were to terminate the Executive’s employment for Good
        Reason after a Change in Control, except that, for purposes of implementing
        the
        foregoing, the date on which any such succession becomes effective shall
        be
        deemed the Date of Termination.

      


      8.2 This
        Agreement shall inure to the benefit of and be enforceable by the Executive’s
        personal or legal representatives, executors, administrators, successors,
        heirs,
        distributees, devisees and legatees. If the Executive shall die while any
        amount
        would still be payable to the Executive hereunder (other than amounts which,
        by
        their terms, terminate upon the death of the Executive) if the Executive
        had
        continued to live, all such amounts, unless otherwise provided herein, shall
        be
        paid in accordance with the terms of this Agreement to the executors, personal
        representatives or administrators of the Executive’s estate.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      9.  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:

       

      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.

      


      10.  Obligations
        after the Date of Termination.

       

      	(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, at any time following the Date of Termination,
                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.

            


       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      	(b)  	
              Non-Solicitation.
                In the event that the Executive receives Severance Payments under
                Section
                5 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
                10(b).

            


       

      	(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 Payments described in Section 5 of this
                Agreement, the Executive agrees that for a period of two (2) years
                following the Date of Termination, 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 10(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.

            


       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      	(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.

            


       

      	(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.

            


       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      	(i)  	
              Reformation.
                If it is determined by a court of competent jurisdiction in any state
                that
                any restriction in this Section 10 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 10 shall survive the termination
                or expiration of the Executive’s employment with the Company and shall be
                fully enforceable thereafter.

            


       

      11.  Conditions.
        Any
        payments or benefits made or provided pursuant to this Agreement are subject
        to
        the Executive’s:

       

      	(a)  	
              compliance
                with the provisions of Section 10 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 B (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.

            


       

      12.  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 the President of the Company or his designee. No waiver by
        either
        party hereto at any time of any breach by the other party hereto of, or of
        any
        lack of 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.
        The
        validity, interpretation, construction and performance of this Agreement
        shall
        be governed by the laws of Connecticut without regard to its conflicts of
        law
        principles. Any payments provided for hereunder shall be paid net of any
        applicable withholding required under federal, state or local law and any
        additional withholding to which the Executive has agreed. The obligations
        of the
        Company and the Executive under this Agreement which by their nature may
        require
        either partial or total performance after its expiration shall survive any
        such
        expiration.

       

      13.  Validity;
        Counterparts.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect. This Agreement may be executed
        in
        several counterparts, each of which shall be deemed to be an original but
        all of
        which together will constitute one and the same instrument.

       

      14.  Prior
        Agreements.
        This
        Agreement supersedes and replaces the Prior Agreement. This Agreement supersedes
        any other agreements or representations, oral or otherwise, express or implied,
        with respect to the subject matter hereof which have been made by either
        party.
        By signing this Agreement, the Executive releases and discharges the Company
        from any and all obligations and liabilities heretofore or now existing under
        or
        by virtue of the Prior Agreement.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      15.  Coordination
        with Employment Agreement.
        In the
        event that the Executive receives compensation or benefits under the Executive’s
        Employment Agreement and thereafter becomes entitled to similar compensation
        or
        benefits under this Agreement, the compensation and benefits paid or provided
        under the Employment Agreement shall be an offset against the similar
        compensation and benefits payable or to be provided under this
        Agreement.

       

      16.  Settlement
        of Disputes.
        All
        claims by the Executive for benefits under this Agreement shall be directed
        to
        and determined by the Board and shall be in writing. Any denial by the Board
        of
        a claim for benefits under this Agreement shall be delivered to the Executive
        in
        writing and shall set forth the specific reasons for the denial and the specific
        provisions of this Agreement relied upon. The Board shall afford a reasonable
        opportunity to the Executive for a review of the decision denying a claim
        and
        shall further allow the Executive to appeal to the Board a decision of the
        Board
        within sixty (60) days after notification by the Board that the Executive’s
        claim has been denied.

       

      17.  Arbitration.
        Any
        further dispute or controversy arising under or in connection with this
        Agreement shall be settled exclusively by arbitration in Hartford, Connecticut,
        in accordance with the rules of the American Arbitration Association then
        in
        effect; provided, however, that the evidentiary standards set forth in this
        Agreement shall apply. Judgment may be entered on the arbitrator’s award in any
        court having jurisdiction. Notwithstanding any provision of this Agreement
        to
        the contrary, the Executive shall be entitled to seek specific performance
        of
        the Executive’s right to be paid until the Date of Termination during the
        pendency of any dispute or controversy arising under or in connection with
        this
        Agreement.

       

      18.  Definitions.
        For
        purposes of this Agreement, the following terms shall have the meanings
        indicated below:

       

      	(a)  	
              “Affiliate”
                shall have the meaning set forth in Rule 12b-2 promulgated under
                Section
                12 of the Exchange Act.

            


      


      	(b)  	
              “Beneficial
                Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
                Act.

            


      


      	(c)  	
              “Board”
                shall mean the Board of Directors of the
                Company.

            


      


      	(d)  	
              “Cause”
                for termination by the Company of the Executive’s employment shall mean
                (i) the willful and continued failure by the Executive to substantially
                perform the Executive’s duties with the Company (other than any such
                failure resulting from the Executive’s incapacity due to physical or
                mental illness or any such actual or anticipated failure after the
                issuance of a Notice of Termination for Good Reason by the Executive
                pursuant to Section 6.1 of this Agreement) after a written demand
                for
                substantial performance is delivered to the Executive by the Board,
                which
                demand specifically identifies the manner in which the Board believes
                that
                the Executive has not substantially performed the Executive’s duties, or
                (ii) the willful engaging by the Executive in conduct which is
                demonstrably and materially injurious to the Company or its subsidiaries,
                monetarily or otherwise. For purposes of clauses (i) and (ii) of
                this
                definition, (x) no act, or failure to act, on the Executive’s part shall
                be deemed “willful” unless done, or omitted to be done, by the Executive
                not in good faith and without reasonable belief that the Executive’s act,
                or failure to act, was in the best interest of the Company and (y)
                in the
                event of a dispute concerning the application of this provision,
                no claim
                by the Company that Cause exists shall be given effect unless the
                Company
                establishes to the Board by clear and convincing evidence that Cause
                exists. 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.

            


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      	(e)  	
              “Change
                in Control” for purposes of this Agreement shall mean any of the following
                events, provided that such an event is not also a Management
                Buyout:

            


      


      	(I)  	
              any
                Person is or becomes the Beneficial Owner directly or indirectly,
                of
                securities of the Company representing thirty-five (35%) or more
                of the
                combined voting power of the Company’s then outstanding
                voting securities generally entitled to vote in the election of directors
                of the Company;
                provided, however, that no Change in Control will be deemed to have
                occurred as a result of a change in ownership percentage resulting
                solely
                from an acquisition of securities by the Company or a transaction
                described in clause (A) of paragraph (III)
                below;

            


       

      	(II)  	
              during
                any period of two consecutive years, individuals who, as of the beginning
                of such period, constitute the Board (the “Incumbent Board”) cease to
                constitute at least a majority of the Board; provided, that any person
                becoming a director of the Company subsequent to the beginning of
                such
                period whose election, or nomination for election by the Company’s
                shareholders, was approved by a vote of at least a majority of the
                directors then comprising the Incumbent Board shall be considered
                as
                though such individual were a member of the Incumbent Board, but
                excluding, for this purpose, any such individual whose initial assumption
                of office occurs as a result of either an actual or threatened election
                contest, including but not limited to a consent solicitation, relating
                to
                the election of directors of the Company and whose appointment or
                election
                was not approved by at least a majority of the directors of the Company
                in
                office immediately before any such
                contest;

            


       

      	(III)  	
              there
                is consummated a Merger of the Company with any other business entity,
                other than (A) a Merger which would result in the securities of the
                Company generally entitled to vote in the election of directors of
                the
                Company outstanding immediately prior to such Merger continuing to
                represent (either by remaining outstanding or by being converted
                into such
                securities of the surviving entity or any parent thereof), in combination
                with the ownership of any trustee or other fiduciary holding such
                securities under an employee benefit plan of the Company or any
                Subsidiary, at least 50% of the combined voting power of the voting
                securities of the Company or such surviving entity or any parent
                thereof
                outstanding immediately after such Merger, generally entitled to
                vote in
                the election of directors of the Company or such surviving entity
                or any
                parent thereof and, in the case of such surviving entity or any parent
                thereof, of a class registered under Section 12 of the Exchange Act,
                or
                (B) a Merger effected to implement a recapitalization of the Company
                (or
                similar transaction) in which no Person is or becomes the Beneficial
                Owner, directly or indirectly, of securities of the Company representing
                35% or more of the combined voting power of the Company’s then outstanding
                voting securities generally entitled to vote in the election of directors
                of the Company; or

            


       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      	(IV)  	
              the
                stockholders of the Company approve a plan of complete liquidation
                or
                dissolution of the Company or there is consummated the sale or disposition
                by the Company of all or substantially all of the Company’s assets, other
                than a sale or disposition by the Company of all or substantially
                all of
                the Company’s assets to an entity where the outstanding securities
                generally entitled to vote in the election of directors of the Company
                immediately prior to the transaction continue to represent (either
                by
                remaining outstanding or by being converted into such securities
                of the
                surviving entity or any parent thereof) 50% or more of the combined
                voting
                power of the outstanding voting securities of such entity generally
                entitled to vote in such entity’s election of directors immediately after
                such sale and of a class registered under Section 12 of the Exchange
                Act.
                

            


       

      Within
        five (5) days after a Change in Control has occurred, the Company shall deliver
        to the Executive a written statement memorializing the date that the Change
        in
        Control occurred.

      


      	(f)  	
              “Code”
                shall mean the Internal Revenue Code of 1986, as amended from time
                to
                time, and any successor Code, and related rules, regulations and
                interpretations.

            


      


      	(g)  	
              “Company”
                shall mean Kaman Corporation and, except in determining under Section
                18(e) hereof whether or not any Change in Control of the Company
                has
                occurred, shall include any successor to its business and/or assets.
                

            


       

      	(h)  	
              “Consultant”
                shall have the meaning set forth in Appendix A of this
                Agreement.

            


      


      	(i)  	
              “Date
                of Termination” shall have the meaning set forth in Section 6.2 of this
                Agreement.

            


      


      	(j)  	
              “Disability”
                shall be deemed the reason for the termination by the Company of
                the
                Executive’s employment, if, as a result of the Executive’s incapacity due
                to physical or mental illness, the Executive shall have been absent
                from
                the full-time performance of the Executive’s duties with the Company for a
                period of six (6) consecutive months, the Company shall have given
                the
                Executive a Notice of Termination for Disability, and, within thirty
                (30)
                days after such Notice of Termination is given, the Executive shall
                not
                have returned to the full-time performance of the Executive’s
                duties.

            


       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      	(k)  	
              “Exchange
                Act” shall mean the Securities Exchange Act of 1934, as amended from time
                to time.

            


      


      	(l)  	
              “Excise
                Tax” shall mean any excise tax imposed under Section 4999 of the
                Code.

            


      


      	(m)  	
              “Executive”
                shall mean the individual named in the preamble to this
                Agreement

            


      


      	(n)  	
              “Good
                Reason” for termination by the Executive of the Executive’s
                employment
                shall mean the occurrence (without the Executive’s express written
                consent) after any Change in Control (if more than one Change in
                Control
                has occurred, any reference to a Change in Control in this subsection
                (n)
                shall refer to the most recent Change in Control), of any one of
                the
                following acts by the Company, or failures by the Company to act,
                unless,
                in the case of any act or failure to act described in paragraph (I),
                (V),
                (VI), or (VII) below, such act or failure to act is corrected prior
                to the
                Date of Termination specified in the Notice of Termination given
                in
                respect thereof:

            


      


      	(I)  	
              the
                assignment to the Executive of any duties inconsistent with the
                Executive’s status as Senior Vice President, Chief Investment Officer and
                Treasurer of the Company or a substantial diminution in the nature
                or
                status of the Executive’s responsibilities from those in effect
                immediately prior to the Change in
                Control;

            


       

      	(II)  	
              a
                reduction by the Company in the Executive’s annual Base Salary as in
                effect on the date of this Agreement or as the same may be increased
                from
                time to time;

            


       

      	(III)  	
              the
                relocation of the Executive’s principal place of employment to a location
                more than 50 miles from the Executive’s principal place of employment
                immediately prior to the Change in Control or the Company’s requiring the
                Executive to be based anywhere other than such principal place of
                employment (or permitted relocation thereof) except for required
                travel on
                the Company’s business to an extent substantially consistent with the
                Executive’s business travel obligations immediately prior to the Change in
                Control;

            


       

      	(IV)  	
              the
                failure by the Company to pay to the Executive any portion of the
                Executive’s current compensation, or to pay to the Executive any portion
                of an installment of deferred compensation under any deferred compensation
                program of the Company, within thirty (30) days of the date such
                compensation is due;

            


       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      	(V)  	
              the
                failure by the Company to continue in effect any compensation plan
                in
                which the Executive participates immediately prior to the Change
                in
                Control which is material to the Executive’s total compensation
                (including, but not limited to, the Kaman Corporation Compensation
                Administration Plan, Kaman Corporation Cash Bonus Plan, and Kaman
                Corporation 2003 Stock Incentive Plan), unless an equitable arrangement
                (embodied in an ongoing substitute or alternative plan) has been
                made with
                respect to such plan, or the failure by the Company to continue the
                Executive’s participation therein (or in such substitute or alternative
                plan) on a basis not materially less favorable, both in terms of
                the
                amount or timing of payment of benefits provided and the level of
                the
                Executive’s participation relative to other participants, as existed
                immediately prior to the Change in
                Control;

            


       

      	(VI)  	
              the
                failure by the Company to continue to provide the Executive with
                benefits
                substantially similar to those enjoyed by the Executive under any
                of the
                Company’s life insurance, health and accident, or disability plans in
                which the Executive was participating immediately prior to the Change
                in
                Control, the taking of any other action by the Company which would
                directly or indirectly materially reduce any of such benefits or
                deprive
                the Executive of any material fringe benefit enjoyed by the Executive
                at
                the time of the Change in Control, or the failure by the Company
                to
                provide the Executive with the number of paid vacation days to which
                the
                Executive is entitled on the basis of years of service with the Company
                in
                accordance with the Company’s normal vacation policy in effect at the time
                of the Change in Control, provided, however, that this paragraph
                shall not
                be construed to require the Company to provide the Executive with
                a
                defined benefit pension plan if no such plan is provided to similarly
                situated executive officers of the Company or its Affiliates;
                or

            


       

      	(VII)  	
              any
                purported termination of the Executive’s employment which is not effected
                pursuant to a Notice of Termination satisfying the requirements of
                Section
                6.1 of this Agreement; for purposes of this Agreement, no such purported
                termination shall be effective.

            


       

      The
        Executive’s right to terminate the Executive’s employment for Good Reason shall
        not be affected by the Executive’s incapacity due to physical or mental illness.
        The Executive’s continued employment shall not constitute consent to, or a
        waiver of rights with respect to, any act or failure to act constituting
        Good
        Reason hereunder. 

       

      Notwithstanding
        anything to the contrary above, the Executive shall not have “Good Reason” to
        terminate employment due solely to one or more of the following events: (1)
        there is a diminution of the business of the Company or any of its subsidiaries,
        including, without limitation, a sale or other transfer of property or other
        assets of the Company or its subsidiaries, or a reduction in the Executive’s
        business unit’s head count or budget, or (2) a suspension of the Executive’s
        position, job functions, authorities, duties and responsibilities while on
        paid
        administrative leave due to a reasonable belief by the Board that the Executive
        has engaged in conduct that would give adequate grounds to terminate the
        Executive’s employment for Cause.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      	(o)  	
              “Gross-Up
                Payment” shall have the meaning set forth in Section 5.2 of this
                Agreement.

            


       

      	(p)  	
              “Management
                Buyout” means any event or transaction which would otherwise constitute a
                Change in Control (a “Transaction”) if, in connection with the
                Transaction, the Executive, members of the Executive's immediate
                family,
                and/or the “Executive's Affiliates” (as defined below) participate,
                directly or beneficially, as an equity investor in, or have the option
                or
                right to acquire, whether or not vested, equity interests of, the
                acquiring entity or any of its Affiliates (the “Acquiror”) having a
                percentage interest therein greater than 1%. For purposes of the
                preceding
                sentence, a party shall not be deemed to have participated as an
                equity
                investor in the Acquiror by virtue of (i) obtaining beneficial ownership
                of any equity interest in the Acquiror as a result of the grant to
                the
                party of an incentive compensation award under one or more incentive
                plans
                of the Acquiror (including, but not limited to, the conversion in
                connection with the Transaction of incentive compensation awards
                of the
                Company into incentive compensation awards of the Acquiror), on terms
                and
                conditions substantially equivalent to those applicable to other
                employees
                of the Company at a comparable level as such party immediately prior
                to
                the Transaction, after taking into account normal differences attributable
                to job responsibilities, title and the like, or (ii) obtaining beneficial
                ownership of any equity interest in the Acquiror on terms and conditions
                substantially equivalent to those obtained in the Transaction by
                all other
                shareholders of the Company or (iii) the party’s interests in any
                tax-qualified defined benefit or defined contribution pension or
                retirement plan in which such party or any family member is a participant
                or beneficiary. The “Executive’s Affiliates” at any time consist of any
                entity in which the Executive and/or members of the Executive’s immediate
                family then own, directly or beneficially, or have the option or
                right to
                acquire, whether or not vested, greater than 10% of such entity’s equity
                interests, and all then current directors and executive officers
                of the
                Company who are members of any group, that also includes the Executive,
                a
                member of the Executive’s immediate family and/or any such entity, in
                which the members have agreed to act together for the purpose of
                participating in the Transaction. The Executive’s immediate family
                consists of the Executive’s spouse, parents, children and
                grandchildren.

            


      


      	(q)  	
              “Merger”
                means a merger, share exchange, consolidation or similar business
                combination under applicable law. 

            


      


      	(r)  	
              “Notice
                of Termination” shall have the meaning set forth in Section 6.1 of this
                Agreement.

            


      


      	(s)  	
              “Payments”
                shall have the meaning set forth in Section 5.1 of this
                Agreement.

            


       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      	(t)  	
              “Person”
                shall have the meaning given in Section 3(a)(9) of the Exchange Act,
                as
                modified and used in Sections 13(d) and 14(d) thereof, except that
                such
                term shall not include (i) the Company or any of its direct or indirect
                Subsidiaries, (ii) a trustee or other fiduciary holding securities
                under
                an employee benefit plan of the Company, (iii) an underwriter temporarily
                holding securities pursuant to an offering of such securities, or
                (iv) a
                corporation owned, directly or indirectly, by the stockholders of
                the
                Company in substantially the same proportions and with substantially
                the
                same voting rights as their ownership and voting rights with respect
                to
                the Company. 

            


      


      	(u)  	
              “Subsidiary”
                shall mean any corporation within the meaning of Section 424(f) of
                the
                Code.

            


      


      	(v)  	
              “Term”
                shall mean the period of time described in Section 2 of this
                Agreement.

            


      


      19. 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.

       


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


      


      IN
        WITNESS WHEREOF, the parties have executed this agreement.

       

      
        
          	
                   

                   

                	
                    

                  KAMAN
                    CORPORATION

                	 	 
	 	 	 	 	 
	 	 	
                  /s/ Paul
                    R. Kuhn

                	 	
                  2/20/07

                
	 	
                  By:  

                	
                  Paul
                    R. Kuhn

                	 	
                  Date

                
	 	
                  Its:

                	
                  President
                    and Chief Executive Officer

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                  Executive

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  By:

                	
                  /s/
                    Russell H. Jones

                	 	
                  2/19/07

                
	 	 	
                  Russell
                    H. Jones

                	 	
                  Date

                
	 	 	 	 	 


        



       

      



      
        
           

        

        
          19

          
            

          

        

        
           

        

      


      


      APPENDIX
        A

      


      TAX
        GROSS-UP PAYMENT RULES AND PROCEDURES

       

      1. Subject
        to Paragraph 3 below, all determinations required to be made under Section
        5.2
        of this Agreement, including whether a Gross-Up Payment is required and the
        amount of such Gross-Up Payment, shall be made by an accounting firm (the
        “Consultant”) selected in accordance with Paragraph 2 below. The Consultant
        shall provide detailed supporting calculations both to the Company and Executive
        within 15 business days of the event that results in the potential for an
        excise
        tax liability for the Executive, which could include but is not limited to
        a
        Change in Control and the subsequent vesting of any cash payments or awards,
        or
        the Executive’s termination of employment, or such earlier time as is required
        by the Company. The initial Gross-Up Payment, if any, as determined pursuant
        to
        this Paragraph 1, shall be paid on the Executive’s behalf to the applicable
        taxing authorities within five (5) days of the receipt of the Consultant’s
        determination. If the Consultant determines that the Executive is not subject
        to
        Excise Tax, it shall furnish the Executive with a written report indicating
        that
        he has substantial authority not to report any Excise Tax on his federal
        income
        tax return. Any determination by the Consultant shall be binding upon the
        Company and Executive. As a result of the uncertainty in the application
        of
        Section 4999 of the Code at the time of the initial determination by the
        Consultant hereunder, it is possible that Gross-Up Payments which will not
        have
        been made by the Company should have been made (“Underpayment”), consistent with
        the calculations required to be made hereunder. In the event that the Company
        exhausts its remedies pursuant to Paragraph 3 below and Executive thereafter
        is
        required to make a payment or additional payment of any Excise Tax, the
        Consultant shall determine the amount of the Underpayment that has occurred
        and
        any such Underpayment, increased by all applicable interest and penalties
        associated with the Underpayment, shall be promptly paid by the Company to
        or
        for the benefit of Executive. For purposes of determining the amount of the
        Gross-Up Payment, Executive shall be deemed to pay federal income tax at
        the
        highest marginal rate of federal income taxation in the calendar year in
        which
        the Gross-Up Payment is to be made and state and local income taxes on earned
        income at the highest marginal rate of taxation in the state and locality
        of
        Executive’s residence on the Date of Termination, (or the date of the Change in
        Control if the Executive is subject to Excise Tax prior to the issuance of
        a
        Notice of Termination) net of the maximum reduction in federal income taxes
        which could be obtained from deduction of such state and local
        taxes.

       

      2. The
        Consultant shall be a nationally recognized public accounting firm, benefits
        consultant or law firm proposed by the Company and agreed upon by the Executive.
        If Executive and the Company cannot agree on the firm to serve as the Consultant
        within ten (10) days after the date on which the Company proposed to Executive
        an entity to serve as the Consultant, then Executive and the Company shall
        each
        select one and those two firms shall jointly select the entity to serve as
        the
        Consultant within ten (10) days after being requested by the Company and
        Executive to make such selection. The Company shall pay the Consultant’s
        fee.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      3. Executive
        shall notify the Company in writing of any claim by the Internal Revenue
        Service
        that, if successful, would require the payment by the Company of the Gross-Up
        Payment. Such notification shall be given as soon as practicable, but no
        later
        than fifteen (15) business days after Executive knows of such claim and
        Executive shall apprise the Company of the nature of such claim and the date
        on
        which such claim is requested to be paid. Executive shall not pay such claim
        prior to the expiration of the period ending on the date that any payment
        of
        taxes with respect to such claim is due or the thirty day period following
        the
        date on which Executive gives such notice to the Company, whichever period
        is
        shorter. If the Company notifies Executive in writing prior to the expiration
        of
        such period that it desires to contest such claim, Executive shall (i) give
        the
        Company any information reasonably requested by the Company relating to such
        claim, (ii) take such action in connection with contesting such claim as
        the
        Company shall reasonably request in writing from time to time, including,
        without limitation, accepting legal representation with respect to such claim
        by
        an attorney reasonably selected by the Company, (iii) cooperate with the
        Company
        in good faith in order effectively to contest such claim, and (iv) permit
        the
        Company to participate in any proceedings relating to such claim; provided,
        however, that the Company shall bear and pay directly all costs and expenses
        (including attorneys fees and any additional interest and penalties) incurred
        in
        connection with such contest and shall indemnify and hold Executive harmless,
        on
        an after-tax basis, for any Excise Tax or income tax, including interest
        and
        penalties with respect thereto, imposed as a result of such representation
        and
        payment of costs and expenses. Without limitation of the foregoing provisions
        of
        this Paragraph 3, the Company shall control all proceedings taken in connection
        with such contest and, at its sole option, may pursue or forego any and all
        administrative appeals, proceedings, hearings and conferences with the taxing
        authority in respect to such claim and may, at its sole option, either direct
        Executive to pay the tax claimed and sue for a refund or contest the claim
        in
        any permissible manner, and Executive agrees to prosecute such contest to
        a
        determination before any administrative tribunal, in a court of initial
        jurisdiction and in one or more appellate courts, as the Company shall
        determine; provided, however, that if the Company directs Executive to pay
        such
        claim and sue for a refund, the Company shall advance the amount of such
        payment
        to Executive, on an interest-free basis and shall indemnify and hold Executive
        harmless, on an after-tax basis, from any Excise Tax and income tax, including
        interest or penalties with respect thereto, imposed with respect to such
        advance
        or with respect to any imputed income with respect to such advance; and further
        provided that any extension of the statute of limitations relating to payment
        of
        taxes for the taxable year of Executive with respect to which such contested
        amount is claimed to be due is limited solely to such contested amount.
        Furthermore, the Company’s control of the contest shall be limited to issues
        with respect to which a Gross-Up Payment would be payable hereunder and
        Executive shall be entitled to settle or contest, as the case may be, any
        other
        issue raised by the Internal Revenue Service or any other
        authority.

       

      4. If,
        after
        the receipt by Executive of an amount advanced by the Company pursuant to
        Paragraph 3 above, Executive becomes entitled to receive any refund with
        respect
        to such claim, Executive shall (subject to the Company’s complying with the
        requirements of Paragraph 3), promptly pay to the Company the amount of such
        refund (together with any interest paid or credited thereon after taxes
        applicable thereto).

       

      


       


      
        
           

        

        
          21

          
            

          

        

        
           

        

      


      APPENDIX
        B

       

      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 Employment Agreement,
        other than as specifically provided under the Change in Control Agreement
        between Employer and Executive effective as of January 1, 2007 (the “Change in
        Control 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 11 of the Change in Control
        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 Change in Control 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:

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      - 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; (ii) Employee’s rights under the provisions of the Change in
        Control Agreement which are intended to survive termination of employment;
        or
        (iii) Employee’s rights as a stockholder.

       

      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 under the Change
        in
        Control Agreement. Employee also affirms Executive has no known workplace
        injuries.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      7. Cooperation;
        Return of Property. In accordance with Section 10(f) of the Change in Control
        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. The Employee represents the Executive has complied with Section
        10(e)
        of the Change in Control Agreement regarding the return of Employer property
        and
        records.

       

      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 Change
        in
        Control Agreement which are intended to survive termination of the Change
        in
        Control Agreement, including but not limited to those contained in Section
        10
        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.

       


      
        
           

        

        
          24

          
            

          

        

        
           

        

      


       

      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 CHANGE
        IN CONTROL 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:

                	
                   

                
	
                   

                	
                   

                	
                   

                


        

      

    

     

     

    
      
         

      

      
        25