Exhibit 10h(i) Incentive Stock Option Agreement


    
      

    
Exhibit 10h(i)

     

    INCENTIVE
      STOCK OPTION AGREEMENT

    (Under
      the Kaman Corporation

    2003
      Stock Incentive Plan)

    


    


    


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

    


    W
      I T N E S S E T H :

     

    WHEREAS,
      the
      Optionee is now a full-time salaried employee of the Corporation or a subsidiary
      thereof, the term "subsidiary" being used herein as defined in the Corporation's
      2003 Stock Incentive Plan (the "Plan"); and

    


    WHEREAS,
      the
      Corporation desires to give the Optionee an opportunity to acquire shares of
      the
      Class A Common Stock of the Corporation (the "Stock" or "shares") pursuant
      to
      the Plan in consideration of and on the terms and conditions stated in this
      Agreement; 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, and of the mutual covenants and agreements
      contained in this Agreement, the parties agree as follows:

    


    1.
      GRANT OF OPTION.
      Subject
      to the terms and conditions set forth in this Agreement, the Corporation grants
      to the Optionee, effective the day and year first above written (hereinafter
      called the "date of grant"), the right and option (hereinafter called the
      "option"), exercisable during the period commencing on the date of grant and
      ending ten (10) years after the date of grant, to purchase from the Corporation
      from time to time, up to but not exceeding in the aggregate _______ shares
      of
      the Stock to be issued upon the exercise hereof, fully paid and non-assessable;
      provided that the exercise of the option is restricted as set forth in Section
      2
      of this Agreement. 

     

    
      
        
        

      

      
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    2.
        TERMS
      AND CONDITIONS OF OPTION.
      The
      following terms and

    conditions
      shall apply to the option:

     (a)
      Option
      Price.
      The
      purchase price of each share subject to the option shall be $_____ being 100%
      of
      the fair market value of the shares subject to the option on the date of
      grant.

    (b)
      Type
      of Option.
      The
      option is an incentive stock option meeting the requirements of such options
      as
      defined in Section 422 of the Internal Revenue Code of 1986, as
      amended.

    (c)
      Period
      of Option.
      The
      option granted under the Plan shall have a term of ten (10) years from the
      date
      on which it is granted; provided that the option or the unexercised portion
      thereof (to the extent exercisable on the date of termination of employment)
      shall terminate at the close of business on the day three (3) months following
      the date on which the Optionee ceases to be employed by the Corporation or
      a
      subsidiary, unless the option shall have already expired by its terms, except
      as
      provided under subsection (f) of this section in the event of the death or
      disability of the Optionee.

    (d)
      Exercise
      of Option.
      The
      option granted under the Plan shall be exercisable with respect to not more
      than
      ______ percent (___%) of the shares subject thereto after the expiration of
      one
      (1) year following the date of grant, and shall be exercisable as to an
      additional _______ percent (___%) of such shares after the expiration of each
      of
      the succeeding ________ (___) years, on a cumulative basis, so that the option,
      or any unexercised portion thereof, shall be fully exercisable after a period
      of
      ________ (___) years from the date of grant, provided that any portion of the
      option which remains unexercisable shall become exercisable in the event of
      a
      Change in Control, as defined and subject to the conditions set forth in the
      Plan. Except as provided in subsection (f) of this section, the Optionee may
      not
      exercise the option or any part thereof unless at the time of such exercise
      the
      Optionee shall be employed by the Corporation or a subsidiary and shall have
      been so employed continuously since the date of grant, excepting leaves of
      absence approved by the Committee, as defined in the Plan; provided, however,
      that an Optionee may exercise the option during the three (3) month period
      following such continuous employment unless such option shall have already
      expired by its terms. The option shall be exercised in the manner set forth
      in
      Section 3 of this Agreement by serving written notice of exercise on the
      Corporation accompanied by full payment of the purchase price in cash. Any
      obligation of the Corporation to accept such payment and issue the shares as
      to
      which such option is being exercised shall be conditioned upon the Corporation's
      ability at nominal expense to issue such shares in compliance with all
      applicable statutes, rules or regulations of any governmental authority. The
      Corporation may secure from the Optionee any assurances or agreements that
      the
      Committee, in its sole discretion, shall deem necessary or advisable in order
      that the issuance of such shares shall comply with any such statutes, rules
      or
      regulations. 

     

    
      
        
        

      

      
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    (e)
      Nontransferability.
      The
      option shall not be transferable by the Optionee otherwise than by will or
      by
      the laws of descent and distribution, and the option shall be exercisable,
      during the Optionee’s lifetime, only by the Optionee.

    (f)
      Death
      or Disability of Optionee.
      In the
      event of the death or disability of the Optionee while in the employ of the
      Corporation or a subsidiary, the option may be exercised within the period
      of
      one (1) year succeeding death or disability to the extent otherwise exercisable
      at the time of exercise, but in no event later than ten (10) years from the
      date
      the option was granted. In the event of the death of the Optionee, the option
      may be so exercised by the person or persons designated in the Optionee's will
      for that purpose. If no such person or persons are so designated or if the
      Optionee dies intestate, then the option may be exercised within said period
      by
      the legal representative or representatives of the Optionee's estate. In the
      event that the Optionee is disabled, the term "disabled", meaning permanent
      and
      total disability as defined in Section 22(e)(3) of the Internal Revenue Code
      of
      1986, as amended, while in the employ of the Corporation or a subsidiary, the
      option may be exercised within said period either by the Optionee or by his
      representative, as the case may be.

    (g)
      Stockholder
      Rights.
      The
      Optionee shall not be entitled to any rights as a stockholder with respect
      to
      any shares subject to the option prior to the date of issuance to the Optionee
      of a stock certificate representing such shares.

    h)
      Disqualifying
      Dispositions.
      Optionee shall promptly notify the Corporation in the event of a disqualifying
      disposition (within the meaning of the Internal Revenue Code of 1986, as
      amended) of any shares acquired pursuant to this Agreement and provide the
      Corporation with all relevant information related thereto.

    


    
      
        
        

      

      
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    3.
      MANNER OF EXERCISE OF OPTION.
      The
      option shall be exercised by delivering to the Chief Financial Officer of the
      Corporation from time to time a signed statement of exercise specifying the
      number of shares to be purchased, together with cash or a check to the order
      of
      the Corporation for an amount equal to the purchase price of such shares. In
      the
      discretion of the Committee, payment in full or in part may also be made by
      delivery of (i) irrevocable instructions to a broker to deliver promptly to
      the
      Corporation the amount of sale or loan proceeds to pay the exercise price,
      or
      (ii) previously owned shares of Stock not then subject to restrictions under
      any
      Corporation plan (but which may include shares the disposition of which
      con-stitutes a disqualifying disposition for purposes of obtaining incentive
      stock option treatment for federal tax purposes), or (iii) shares of Stock
      otherwise receivable upon the exercise of such option (which will constitute
      a
      disqualifying disposition of such shares for federal tax purposes). The issuance
      of optioned shares shall be conditioned on the Optionee having either (i) paid,
      or (ii) made provisions satisfactory to the Committee for the payment of, all
      applicable tax withholding obligations, if any.

    


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

    


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

    


    5.
      TERMINATION OF OPTION.
      If the
      Optionee shall no longer be a full-time salaried employee of the Corporation
      or
      a subsidiary, Optionee’s employment being terminated for any reason whatsoever
      other than death or disability, any unexercised portion of the option shall
      terminate at the close of business on the day three (3) months following the
      date of the termination of Optionee’s employment, unless such option shall have
      already expired by its terms. This option shall be exercisable, if at all,
      during such three (3) month period only to the extent exercisable on the date
      of
      termination of employment. For purposes of this option, a transfer of the
      employment of Optionee from the Corporation to a subsidiary, or vice versa,
      or
      from one subsidiary to another subsidiary, shall not be deemed a termination
      of
      employment. 

    


    
      
        
        

      

      
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    6.
      EFFECT ON CHANGES IN CAPITAL STRUCTURE.
      The
      existence of the option shall not affect in any way the right or power of the
      Corporation or its stockholders to make or authorize any or all adjustments,
      recapitalizations, reorganizations or other changes in the Corporation's capital
      structure or its business, or any merger or consolidation of the Corporation,
      or
      any issue of bonds, debentures, preferred or prior preference stocks ahead
      of or
      affecting the Stock or the rights thereof, or the dissolution or liquidation
      of
      the Corporation, or any sale or transfer of all or any part of its assets or
      business, or any other corporate act or proceedings, whether of a similar
      character or otherwise.

     

    7.
      DILUTION OR OTHER ADJUSTMENTS.
      In the
      event that prior to delivery by the Corporation of all the shares of Stock
      subject to the option, the Corporation shall have effected one or more stock
      splits, stock dividends, mergers, reorganizations, consolidations, combinations
      or exchanges of shares, recapitalizations or similar capital adjustments, the
      Board of Directors of the Corporation shall equitably adjust the number, kind
      and option price of the shares remaining subject to the option in order to
      avoid
      dilution or enlargement of option rights.

    


    8.
      COMPLIANCE WITH LAWS.
      Notwithstanding any of the provisions hereof, the Optionee agrees for
      himself/herself and his/her legal representatives, legatees and distributees
      that the option shall not be exercisable, and that the Corporation shall not
      be
      obligated to issue any shares hereunder, if the exercise of said option or
      the
      issuance of such shares shall constitute a violation by the option holder or
      the
      Corporation of any provision of any law or regulation of any governmental
      authority.

    


    
      
        
        

      

      
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    9.
      NOTICES.
      Every
      notice or other communication relating to this Agreement shall be in writing,
      and shall be mailed or delivered to the party for whom it is intended at such
      address as may from time to time be designated by such party in a notice mailed
      or delivered to the other party as herein provided; provided that, unless and
      until some other address be so designated, all notices or communications to
      the
      Corporation shall be mailed to or delivered to the Chief Financial Officer
      at
      the principal office of the Corporation, and all notices by the Corporation
      to
      the Optionee may be given to the Optionee personally or by mail, facsimile
      or
      electronic mail to the Optionee at the Optionee’s place of employment with the
      Corporation or a subsidiary or the last designated address for the Optionee
      on
      the employment records of the Corporation.

    


    10.
      ADMINISTRATION AND INTERPRETATION.
      The
      administration of the option shall be subject to such rules and regulations
      as
      the Committee deems necessary or advisable for the administration of the Plan.
      The determination or the interpretation and construction of any provision of
      the
      option by the Committee shall be final and conclusive upon all concerned, unless
      otherwise determined by the Board of Directors of the Corporation. The option
      shall at all times be interpreted and applied in a manner consistent with the
      provisions of the Plan, and in the event of any inconsistency between the terms
      of the option and the terms of the Plan, the terms of the Plan shall control,
      the terms of the Plan being incorporated herein by reference.

    


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

    


    
      
        	
                 

                 

              	
                 

                 

              	
                 

                KAMAN
                  CORPORATION

              
	 	 	 
	 	
                By

              	 
	 	 	
                Its

              
	 	 	 
	 	 	 
	 	 	
                ,Optionee

              


      

    

    
 

    
      
        
        

      

      
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