Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

       

      This
        EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 24,
        2006, between Kaman Corporation, a Connecticut corporation (the “Company”), and
        Paul R. Kuhn (the “Executive”).

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        the Executive is currently employed as the President and Chief Executive
        Officer
        of the Company and serves as Chairman of the Board of Directors of the
        Company;

       

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

       

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

       

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

       

      1. EMPLOYMENT
        TERM. The Executive’s term of employment under this Agreement shall be for a
        term commencing on February 21, 2006 (the “Effective Date”) and, unless
        terminated earlier as provided in Section 7 hereof, ending on the second
        anniversary of the Effective Date (such term of employment is herein referred
        to
        as the “Employment Term”).

       

      2. POSITION
        & DUTIES.

       

      (a) Except
        as
        provided in Section 2(b) below, the Executive shall serve as the Company’s
        President and Chief Executive Officer during the Employment Term. As President
        and Chief Executive Officer, the Executive shall have such duties, authorities
        and responsibilities commensurate with the duties, authorities and
        responsibilities of persons in similar capacities in similarly sized companies
        and such other duties and responsibilities as the Company’s Board of Directors
        (the “Board”) shall designate that are consistent with the Executive’s position
        as President and Chief Executive Officer.

       

      (b) The
        Executive shall relinquish his respective titles as President, Chief Executive
        Officer or both effective as of a date or dates (if applicable) designated
        by
        the Board in connection with the appointment of a successor (or successors,
        if
        applicable) (the date on which a new President or Chief Executive Officer
        is
        appointed being the “Succession Date”). During the period commencing on the
        Succession Date and ending on the last day of the Employment Term (the
“Transition Period”), the Executive shall serve the Company as an executive
        employee with the title of Chairman, and shall have the title of President
        or
        Chief Executive Officer, as applicable, to the extent that such other title
        is
        not then given to the individual appointed by the Board as of the Succession
        Date to succeed the Executive in either of such positions and the Executive
        shall retain such title until the Board takes action to give such title to
        the
        individual appointed on the Succession Date or to any other individual the
        Board
        shall determine (it being understood that the subsequent appointment of an
        individual to serve as President or Chief Executive Officer following the
        Succession Date shall not constitute "Good Reason" hereunder). The Executive’s
        duties and responsibilities during the Transition Period shall consist of
        reasonably assisting the Company and its new President and Chief Executive
        Officer (the “New CEO”) as directed by the Board and the New CEO in the senior
        management transition. The Executive’s compensation and benefits during the
        Transition Period shall be the same as in effect during the Employment Term
        immediately prior to the Succession Date.

       

      
        
          
          

        

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

       

      (d) The
        Executive further agrees to serve without additional compensation as an officer
        and director of any of the Company’s subsidiaries and agrees that any amounts
        received from any such corporation may be offset against the amounts due
        hereunder. In addition, it is agreed that the Company may assign the Executive
        to one of its subsidiaries for payroll purposes, but such assignment shall
        not
        relieve the Company of its obligations hereunder.

       

      3. BASE
        SALARY. The Company agrees to pay the Executive a base salary (the “Base
        Salary”) during the Employment Period at an annual rate of $900,000 (subject to
        possible increase if the Board, in its sole discretion, so determines), payable
        in accordance with the regular payroll practices of the Company, but not
        less
        frequently than monthly. 

       

      4. BONUSES.
        The Executive shall be eligible to participate in the Company’s bonus and other
        incentive compensation plans and programs for the Company’s senior executives at
        a level commensurate with his position for the 2006 and 2007 calendar year.
        The
        Executive shall have the opportunity to earn an annual target bonus measured
        against performance criteria to be determined by the Board (or a committee
        thereof) of at least 80% of Base Salary in accordance with the terms of the
        Company’s bonus plan as then in effect.

       

      
        
          
          

        

        
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      5. EQUITY
        AWARDS. The
        Executive shall be eligible to receive additional grants of stock options,
        stock
        appreciation rights, restricted stock and other equity awards at the sole
        discretion of the Board or the Personnel and Compensation Committee (the
        “Committee”). The
        Executive shall be subject to, and shall comply with, the stock ownership
        guidelines of the Company as may be in effect from time to time. If
        there
        is a Change in Control (as defined in the Kaman Corporation 2003 Stock Incentive
        Plan in effect on the date hereof) or the Executive’s employment by the Company
        is terminated by the Company for Disability (as defined in Section 7(a))
        or
        without Cause (as defined in Section 7(c), or by the Executive for Good Reason
        (as defined in Section 7(e)), Retirement (as defined in Section 7(g) or due
        to
        death, all then outstanding unvested equity awards granted to the Executive,
        whether under this Agreement or otherwise, shall be fully vested.

       

      6. EMPLOYEE
        BENEFITS.

       

      (a) BENEFIT
        PLANS. The Executive shall be entitled to participate in all employee benefit
        plans of the Company including, but not limited to, pension, thrift, profit
        sharing, medical coverage, education, other retirement or welfare benefits
        and
        perquisites (as approved by the Committee) that the Company has adopted or
        may
        adopt, maintain or contribute to for the benefit of its senior executives
        at a
        level commensurate with the Executive’s positions subject to satisfying the
        applicable eligibility requirements. The Executive agrees and acknowledges
        that
        he shall only be entitled to defined pension benefits under the Kaman
        Corporation Supplemental Employees’ Retirement Plan, as amended by the Sixth
        Amendment (as so amended, the “SERP”), and the Kaman Corporation Employees’
Pension Plan. No amendment or termination of the SERP subsequent to the date
        of
        this Agreement shall adversely affect the Executive’s rights thereunder without
        his prior written consent.

       

      (b) VACATION.
        The Executive shall be entitled to up to 4 weeks paid vacation per year.
        Vacation may be taken at such times as the Executive elects with due regard
        to
        the needs of the Company. Unused vacation at the end of a calendar year shall
        be
        forfeited.

       

      (c) AUTOMOBILE.
        The Company shall continue to provide the Executive with a leased automobile
        as
        approved by the Committee.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

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

      shall
        not
        include any act or omission of which the Audit Committee of the Board (or
        the
        full Board) has had actual knowledge of all material facts related thereto
        for
        at least 90 days without asserting that the act or omission constitutes
        Cause.

       

      (d) WITHOUT
        CAUSE. Upon written notice by the Company to the Executive of an involuntary
        termination without Cause and other than due to death or Disability. In
        addition, the termination of the Executive’s employment after the Succession
        Date with the Board’s consent shall be treated as employment termination without
        Cause. Notwithstanding anything to the contrary contained in this Agreement,
        or
        any other plan of the Company or its affiliates in which the Executive
        participates or agreement between the Executive and the Company or any of
        its
        affiliates, the Executive’s cessation of service as the President and Chief
        Executive Officer and the appointment the New CEO shall not (i) serve as
        the
        basis for a claim of breach or constructive termination without Cause under
        this
        Agreement or otherwise, or (ii) be grounds for the Executive to terminate
        employment for “Good Reason” (as defined under Section 7(e) below).

       

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

       

      (1) the
        Company removing the Executive from the position of Chairman without his
        prior
        written consent (other
        than for Cause) prior to February 21, 2008;

       

      (2) except
        as
        contemplated under Section 2(b) (regarding appointment of a successor),
the
        Company removing the Executive from the position of President, Chief Executive
        Officer or both without his prior written consent (other
        than for Cause);

       

      
        
          
          

        

        
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      (3) a
        reduction of Base Salary or other compensation to which the Executive is
        entitled to under any Company plan , policy, program or arrangement (subject
        to
        Section 6(e) hereof) or failure to pay compensation or benefits provided
        or
        referred to under this Agreement after a reasonable opportunity to
        cure;

       

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

       

      (5) the
        assignment of duties to the Executive that are materially inconsistent with
        the
        Executive’s position as Chairman, President and Chief Executive Officer prior to
        the Transition Period; 

       

      (6) the
        assignment of duties to the Executive during the Transition Period that are
        materially inconsistent
        with the Executive’s duties as set forth in Section 2(b) above; or

       

      (7) the
        failure of the Company to obtain an agreement from any successor to all or
        substantially all of the assets or business of the Company to assume and
        agree
        to perform this Agreement within fifteen (15) days after a merger,
        consolidation, sale or similar transaction.

       

      Notwithstanding
        the foregoing, (i) a suspension of the Executive’s title and authority while on
        administrative leave due to a reasonable belief that the Executive has engaged
        in misconduct, whether or not the suspected misconduct constitutes Cause
        for
        employment termination, shall not be considered “Good Reason”, (ii) an event
        shall not be considered Good Reason if the Executive fails to deliver notice
        of
        termination for Good Reason within 90 days of his actual knowledge of the
        event,
        and (iii) changes to compensation and benefit plans not specifically targeted
        to
        the Executive shall not be considered Good Reason.

       

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

       

      (g) RETIREMENT.
        Upon remaining employed with the Company until February 21, 2008 (the
“Retirement Date”).

       

      8. CONSEQUENCES
        OF TERMINATION. Any termination payments made and benefits provided under
        this
        Agreement to the Executive shall be in lieu of any termination or severance
        payments or benefits for which the Executive may be eligible under any of
        the
        plans, policies or programs of the Company or its affiliates as may be in
        effect
        from time to time. Except to the extent otherwise provided in this Agreement,
        all benefits, including, without limitation, stock options, stock appreciation
        rights, restricted stock units and other awards under the Company’s long-term
        incentive programs, shall be subject to the terms and conditions of the plan
        or
        arrangement under which such benefits accrue, are granted or are awarded.
        Subject to Section 9, the following amounts and benefits shall be due to
        the
        Executive.

       

      
        
          
          

        

        
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      (a) DISABILITY.
        Upon employment termination due to Disability, the Company shall pay or provide
        the Executive (i) any unpaid Base Salary through the date of termination
        and any
        accrued vacation in accordance with Company policy; (ii) any unpaid bonus
        earned
        with respect to any fiscal year ending on or preceding the date of termination;
        (iii) reimbursement for any unreimbursed expenses incurred through the date
        of
        termination; (iv) all other payments and benefits to which the Executive
        may be
        entitled under the terms of any applicable compensation arrangement or benefit,
        equity or perquisite plan or program or grant or this Agreement, including
        but
        not limited to any applicable insurance benefits (collectively, “Accrued
        Amounts”). Executive will also be paid a pro-rata portion of the Executive’s
        annual bonus for the performance year in which the Executive’s termination
        occurs, payable at the time that annual bonuses are paid to other senior
        executives (determined by multiplying the amount the Executive would have
        received based upon target performance had employment continued through the
        end
        of the performance year by a fraction, the numerator of which is the number
        of
        days during the performance year of termination that the Executive is employed
        by the Company and the denominator of which is 365). Upon such termination,
        all
        stock options, stock appreciation rights and restricted stock awards will
        fully
        vest and become non-forfeitable and, to the extent applicable, remain
        exercisable in accordance with the terms of the applicable Company
        plans.

       

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

       

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

       

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

       

      (1) Accrued
        Amounts;

       

      
        
          
          

        

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

       

      (3) an
        amount
        equal to the product of (A) the sum of (i) the then Base Salary and (ii)
        the
        most recent annual bonus paid to the Executive (or awarded by the Board or
        the
        Committee for the preceding calendar year if not then paid) multiplied by
        (B) a
        fraction, the numerator of which is the number of days from Mr. Kuhn’s
        employment termination date until February 21, 2008, and the denominator
        of
        which is 730, payable in a single lump sum commencing on the earliest payroll
        date that does not result in adverse tax consequences to Executive under
        Section
        409A of the Code;

       

      (4) each
        long-term performance award shall be deemed fully vested and fully earned
        and
        then shall be cancelled in exchange for a cash payment equal to 100% of the
        target value of such award multiplied by a fraction, the numerator which
        is the
        number of days the Executive remained employed with the Company during the
        award’s performance period and the denominator of which is the total number of
        days during the award’s performance period;

       

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

       

      (6) the
        Company shall continue to pay all premiums on the $1.2 million life insurance
        policy issued by Mass Mutual to the Executive for the remainder of his life;
        and

       

      (7) subject
        to the Executive’s continued co-payment of premiums, continued participation for
        18 months in all medical, dental and vision plans which cover the Executive
        (and
        eligible dependents) upon the same terms and conditions (except for the
        requirements of the Executive’s continued employment) in effect for active
        employees of the Company. In the event the Executive obtains other employment
        that offers substantially similar or improved benefits, as to any particular
        medical, dental or vision plan, such continuation of coverage by the Company
        for
        such similar or improved benefit under such plan under this subsection shall
        immediately cease. The continuation of health benefits under this subsection
        shall reduce and count against the Executive’s rights under the Consolidated
        Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Upon such
        termination, all stock options, stock appreciation rights and restricted
        stock
        awards will fully vest and become non-forfeitable.

       

      (e) RETIREMENT.
        If the Executive terminates employment on his Retirement Date, the Company
        shall
        pay to the Executive:

       

      (1) any
        Accrued Amounts;

       

      
        
          
          

        

        
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      (2) a
        pro-rata portion of the Executive’s annual bonus for the performance year in
        which the Executive’s retirement occurs, payable at the time that annual bonuses
        are paid to other senior executives (determined by multiplying the amount
        the
        Executive would have received based upon actual performance had employment
        continued through the end of the performance year (but in no event higher
        than
        the target award) by a fraction, the numerator of which is the number of
        days
        during the performance year of termination that the Executive is employed
        by the
        Company and the denominator of which is 365);

       

      (3) each
        long-term performance award shall be deemed fully vested and fully earned
        and
        then shall be cancelled in exchange for a cash payment equal to 100% of the
        target value of such award multiplied by a fraction, the numerator which
        is the
        number of days the Executive remained employed with the Company during the
        award’s performance period and the denominator of which is the total number of
        days during the award’s performance period;

       

      (4) the
        Company shall continue to pay all premiums on the $1.2 million life insurance
        policy issued by Mass Mutual to the Executive for the remainder of his
        life;

       

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

       

      (6) the
        Executive shall be considered to have “retired” on his Retirement Date for
        purposes of any plans, programs, agreements or arrangements with the Company
        or
        its affiliates.

       

      9. CONDITIONS.
        Any payments or benefits made or provided pursuant to Section 8 (other than
        Accrued Amounts) are subject to the Executive’s (or, in the event of the
        Executive’s death, the beneficiary’s or estate’s):

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
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      10. 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
        any
        person affiliated with the Company) (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 10(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 10 are set forth in
        Appendix B attached hereto. For purposes of making the determinations and
        calculations required herein, the Accounting Firm (as defined in Appendix
        B) may
        rely on reasonable, good faith interpretations concerning the application
        of
        Section 280G and 4999 of the Code, provided that the Accounting Firm 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.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      11. POST-EMPLOYMENT
        OBLIGATIONS

       

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

       

      (b) NON-SOLICITATION.
        During the Executive’s employment with the Company and for the 2 year period
        thereafter, whether at the end of the Employment Term or thereafter, the
        Executive agrees that 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 (i) 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) or (ii) any customer of the Company
        or any of its subsidiaries or affiliates to purchase goods or services then
        sold
        by the Company or any of its subsidiaries or affiliates from another person,
        firm, corporation or other entity or assist or aid any other persons or entity
        in identifying or soliciting any such customer (provided, that the foregoing
        shall not apply to any product or service which is not covered by the
        non-competition provision set forth in Section 11(c), below).

       

      (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 (other than respecting
        a
        product or service of the Company involving less than one percent (1%) of
        the
        Company’s revenues in the prior fiscal year (“De Minimis”)) will result in
        irreparable harm to the Company. Accordingly, during the Executive’s employment
        hereunder and for the 2 year period thereafter, (whether
        at the end of the Employment Term or thereafter), the Executive shall not,
        without the Board’s prior written consent, directly or indirectly engage in the
        development, production, marketing, or sale of products that compete (or,
        upon
        commercialization, could compete) with products of the Company or its affiliates
        being developed, marketed or sold as of the date of such termination (such
        business or activity, a “Competing Business”) whether such engagement shall be
        as an officer, director, owner, employee, partner, consultant, advisor or
        any
        other capacity.
        This
        Section 11(c) shall not prevent the Executive from owning not more than one
        percent (1%) of the total shares of all classes of stock outstanding of any
        publicly held entity engaged in such business, nor will it restrict the
        Executive from rendering services to charitable organizations, as such term
        is
        defined in Section 501(c) of the Code.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (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 other formally released
        announcement 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,
        employees, 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) shall not be subject to this Section
        11(d).

       

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

       

      (f) COOPERATION.
        The Executive agrees that, following termination of the Executive’s employment
        for any reason, the Executive shall upon reasonable advance notice, and to
        the
        extent it does not interfere with previously scheduled travel plans and does
        not
        unreasonably interfere with other business activities or employment obligations,
        assist and cooperate with the Company with regard to any matter or project
        in
        which the Executive was involved during the Executive’s employment, including
        any litigation. The Company shall compensate the Executive for any lost wages
        or
        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 may arise out of the Executive’s
        employment, or relate to any matters pertaining to, or useful in connection
        therewith, the business or affairs 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.
        Any such Inventions disclosed to anyone by the Executive within one (1) year
        after the termination of employment for any cause whatsoever shall be deemed
        to
        have been made or conceived by the Executive during the Term. 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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

      12. NO
        ASSIGNMENT.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      If
        to the
        Company:

       

      Kaman
        Corporation

      1332
        Blue
        Hills Avenue, P.O. Box 1

      Bloomfield,
        CT 06002

      Attention:
        Candace A. Clark, Esq.

       

      Facsimile
        No.: 860 243-7397

       

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

       

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

       

      15. PRIOR
        AGREEMENTS. This Agreement supersedes and replaces any and all prior employment
        agreements and change in control agreements (collectively, the “Prior
        Agreements”) between the Company and the Executive. By signing this Agreement,
        the Executive acknowledges that the Prior Agreements are terminated and
        cancelled, and releases and discharges the Company from any and all obligations
        and liabilities heretofore or now existing under or by virtue of such Prior
        Agreements, it being the intention of the parties hereto that this Agreement
        effective immediately shall supersede and be in lieu of the Prior
        Agreements.

       

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

       

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

       

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

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

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

       

      20. PAYMENT
        OF COMPENSATION. The parties shall revisit this Agreement when the IRS issues
        final regulations under Section 409A of the Code for the sole purpose of
        determining whether any amendments are required in order to comply with such
        regulations. The parties shall promptly agree in good faith on appropriate
        provisions to avoid any material risk of noncompliance without materially
        changing the economic value (to the Executive) or the cost (to the Company)
        of
        this Agreement. Notwithstanding the foregoing, the Company shall in no event
        be
        obligated to indemnify the Executive for any taxes or interest that may be
        assessed by the IRS pursuant to Section 409A of the Code.

       

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

       

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

       

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

       

      24. SURVIVAL.
        The respective obligations of, and benefits afforded to, the Company and
        Executive which by their express terms or clear intent survive termination
        of
        Executive’s employment with the Company, including, without limitation, the
        provisions of Sections 4(a), 5(a), and 8 through 25, inclusive of this
        Agreement, will survive termination of Executive’s employment with the Company,
        and will remain in full force and effect according to their terms.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

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

       

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

       

      
         

        

          
            	
                     

                     

                  	
                     

                     

                     KAMAN
                      CORPORATION

                     

                    
                      /s/ Brian
                        E. Barents

                    

                  	 
	 	 By: 	 Brian
                    E. Barents	 
	 	 	
                    Its:
                      Chairman, Personnel and Compensation Committee

                  	 


          

        

        
 

        

          
            	
                     

                     

                  	
                     

                    PAUL
                      R. KUHN

                     

                  	 
	 	 

                    /s/ Paul
                      R. Kuhn

                  	 


          


           

        

      


      
        
           

          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

       

      FORM
        OF RELEASE

       

      AGREEMENT
        AND GENERAL RELEASE

       

      Kaman
        Corporation, its affiliates, subsidiaries, divisions, successors and assigns
        in
        such capacity, and the current, future and former employees, officers,
        directors, trustees and agents thereof (collectively referred to throughout
        this
        Agreement as “Employer”), and Paul R. Kuhn (“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 position as
        President and Chief Executive Officer of Employer and will not be eligible
        for
        any benefits or compensation after ________, other than as specifically provided
        in Sections 6 and 8 of the Executive Employment Agreement between Employer
        and
        Executive dated as of February __, 2006 (the “Employment Agreement”).
        Executive further acknowledges and agrees that, after DATE, the Executive
        will
        not represent the Executive as being a director, employee, officer, trustee,
        agent or representative of Employer for any purpose. In addition, effective
        as
        of DATE, Executive resigns from all offices, directorships, trusteeships,
        committee memberships and fiduciary capacities held with, or on behalf of,
        Employer or any benefit plans of Employer. These resignations will become
        irrevocable as set forth in Section 3 below.

       

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

       

      3. Revocation.
        Executive may revoke this Agreement and General Release for a period of fifteen
        (15) 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
        _______________, 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 fifteen (15) 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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      4. General
        Release of Claim. 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:

       

       

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

       

      - The
        Civil
        Rights Act of 1991;

       

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

       

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

       

      - The
        Immigration Reform and Control Act, as amended;

       

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

       

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

       

      - The
        Older
        Workers Benefit Protection Act of 1990;

       

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

       

      - The
        Occupational Safety and Health Act, as amended;

       

      - The
        Family and Medical Leave Act of 1993;

       

      
        	 	
                -

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

              


      

       

      
        	 	
                -

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

              


      

       

      
        	 	
                -

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

              


      

       

      
        	 	
                -

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

              


      

       

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

       

      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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

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

       

      7. Cooperation;
        Return of Property. 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. Employer
        will
        reimburse the Employee for any reasonable out-of-pocket travel, delivery
        or
        similar expenses incurred in providing such service to Employer. Employee
        represents that Executive has returned to Employer all property belonging
        to
        Employer, including but not limited to any leased vehicle, laptop, cell phone,
        keys, access cards, phone cards and credit cards, provided that Executive
        may
        retain, and Employer shall cooperate in transferring, Executive’s cell phone
        number and any home communication and security equipment as well as Executive’s
        rolodex and other address books.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

      
        	
                 

                 

              	
                 

                 

              	
                 

                 

              
	
                 

              	
                By:  

              	
                 

              
	
                 

              	
                 

                Name: 
                  Paul R. Kuhn

              
	
                 

              	
                Title: 
                  __________________________________

              
	
                 

              	
                Date:
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      APPENDIX
        B

      


      TAX
        GROSS-UP PAYMENT RULES AND PROCEDURES

      


      1. Subject
        to Paragraph 3 below, all determinations required to be made under Section
        10 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 “Accounting
        Firm”) selected in accordance with Paragraph 2 below. The Accounting Firm 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 Auditor’s
        determination. If the Accounting Firm determines that no Excise Tax is payable
        to the Executive, 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 Accounting Firm 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 Accounting Firm 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 Accounting Firm 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 Effective Date 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
        Accounting Firm shall be a public accounting 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 Accounting Firm within ten (10) days after the date
        on
        which the Company proposed to Executive a public accounting firm to serve
        as
        Auditor, then Executive and the Company shall each select one accounting
        firm
        and those two firms shall jointly select the accounting firm to serve as
        the
        Accounting Firm within ten (10) days after being requested by the Company
        and
        Executive to make such selection. The Company shall pay the Auditor’s
        fee.

      


      
        
          
          

        

        
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      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 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).

       

       

      
        
          
          

        

        
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