Exhibit 10h(vi)


    
      

    

    Exhibit10h(vi)

     

    
 

    AGREEMENT

    


    Agreement
      made this 26th
      day of
      June, 1984 by and between KAMAN CORPORATION, a Connecticut corporation having
      its principal office in Bloomfield, Connecticut (the “Corporation”), and John A.
      DiBiaggio, a director of the Corporation (the “Director”)

    


    WHEREAS,
      the Director is and will be rendering valuable services to the Corporation
      as a
      member of its Board of Directors;

    


    WHEREAS,
      the Corporation and the Director wish to enter into an arrangement for the
      deferred payment of compensation which the Director may earn in his capacity
      as
      a Director.

    


    NOW
      THEREFORE, the Corporation and the Director do hereby agree as
      follows:

     

    1. The
      Corporation agrees to establish a Deferred Compensation Account (the “Deferred
      Account”) on its books, on behalf of the Director, to be credited with such
      compensation as shall be deferred along with interest thereon, as provided
      below.

     

    2. On
      or
      before December 31 of any year the Director may elect to defer current receipt
      of all, or a specified portion of, his compensation for services as a director
      for succeeding periods. Such election (the “election”) will remain in effect
      until the Director ceases to be a Director, until the Director amends the
      election, or until the Director terminates the election.

     

    3. The
      election and any amendment or termination of the election, shall be made by
      the
      Director completing and executing a form titled “Notice of Election to Defer
      Director’s Compensation” (the “Notice”), a copy of which form is attached hereto
      as Exhibit “A”.

     

    4. The
      Corporation agrees annually to credit the Director’s Deferred Account with
      additional compensation, as if interest was earned thereon, at the rate
      determined each December by
      the
      Compensation Committee of the Board of’ Directors, compounded annually on the
      balance in the Deferred Account as of December 31 each year.

     

    5. By
      completing and delivering the Notice, the Director shall irrevocably select
      the
      method pursuant to which amounts credited to his Deferred Account shall be
      distributed to him. Any amended Notice will apply only to amounts credited
      to
      the Deferred Account for succeeding periods following the election. He may
      choose to have such amounts paid in a lump sum or in approximately equal
      quarterly installments over a period of not to exceed ten (10)
      years.

     

    Any
      lump
      sum payment hereunder shall be made on the first business day of the month
      selected by the Director pursuant to the election, and installment payments
      hereunder shall commence on the first business day of the month selected by
      the
      Director pursuant to the election. Notwithstanding the Director’s selection of
      the method of distribution, amounts payable under the plan shall be distributed
      in a lump sum to his beneficiary designated in his Notice, or in the event
      no
      living beneficiary shall he so designated to his estate within thirty (30)
      days
      following his death.

     

    6. At
      its
      option, the Corporation may elect to fund amounts credited to the Deferred
      Account on behalf of the Director but title to such Account; and any assets
      contained therein, shall at all times remain in the Corporation, and the
      Director or his beneficiaries shall not have any property interest whatsoever
      in
      any specific assets which may be contained in his Account.

     

    7. Notwithstanding
      any other provisions of this Agreement to the contrary, for serious financial
      reasons, the Director or Director’s legal representative, if the Director is not
      competent to manage his affairs, may apply to the Corporation for acceleration
      of the payment of funds credited to the Director’s Deferred Account under this
      Agreement. If such application is approved by the Corporation, the acceleration
      of payment will be effective at the later of the dates specified in the
      Director’s application or the date of approval by the Corporation. Whenever an
      application for acceleration of payment is honored, the Corporation shall pay
      the Director a portion, including all, of the amount equal to the then current
      value of his Deferred Account. Any payment no made shall be in partial or
      complete discharge, as the case may be, of the liabilities of the Corporation
      under this Agreement. Serious financial reasons shall include bankruptcy or
      impending bankruptcy, unexpected and unreimbursed major expense resulting from
      illness to person or accident to person or property and other types of
      unexpected and unreimbursed expenses of a major or emergency nature where
      acceleration of payment of funds allocated to the Director’s account would be
      necessary to prevent great hardship to the Director.

     

    8. Nothing
      contained in this Agreement and no action taken pursuant to the provisions
      of
      this Agreement shall create or be construed to create a trust of any kind,
      or a
      fiduciary relationship between the Corporation and the Director, his designated
      beneficiary, or any other person. Any funds which may be invested under the
      provisions of this Agreement shall continue for all purposes to be apart or
      the
      general funds of the Corporation and no person other than the Corporation shall
      by virtue of the provisions of this Agreement have any interest in such funds.
      To the extent that any person acquires a right to receive payments from the
      Corporation under this Agreement, such right shall be no greater than the right
      of any unsecured general creditor of the Corporation.

     

    9. The
      right
      of the Director or any other person to the payment of deferred compensation
      or
      other benefits under this Agreement shall not be assigned, transferred, pledged
      or encumbered except by will or by the laws of descent and
      distribution.

     

    10. If
      the
      Corporation shall find that the Director is unable to care for his affairs
      because of illness or accident, any payment due (unless a prior claim thereof
      shall have been made by a duly appointed guardian, committee or other legal
      representative) may be paid to the spouse, any child of the Director or to
      any
      person deemed by the Corporation, acting jointly, to have incurred expense
      for
      the director in such manner and proportions as the Corporation may determine.
      Any such payment shall be in partial or complete discharge, as the case may
      be,
      of the liabilities of the Corporation under this Agreement.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    11. Nothing
      contained herein shall be construed as conferring upon the Director the right
      to
      continue in the service of the Corporation as a director or in any other
      capacity.

     

    12. The
      Corporation shall have full power and authority to interpret, construe and
      administer this Agreement and the Corporation’s interpretations and construction
      thereof, and actions thereunder, including any valuation of the Deferred
      Account, or the amount or recipient of the payment to be made therefrom, shall
      be binding and conclusive on all persons for all purpose. The Corporation shall
      not be liable to any person for any action taken or omitted in connection with
      the interpretation and administration of this Agreement unless attributable
      to
      its own willful misconduct.

     

    13. Nothing
      contained in this Agreement shall affect the right of the Director to
      participate in any pension, profit sharing or other retirement plan or in any
      supplemental compensation agreement which constitutes a part of the
      Corporation’s regular compensation structure for directors now or hereafter
      instituted, continued or maintained by the Corporation. Nothing contained herein
      shall limit the, right of the Board of Directors to determine from time to
      time
      the compensation, if any, of its directors; and credits to the Deferred Account
      hereunder shall be made only if and to the extent that compen-sation is
      established by the Board of Directors for such service.

     

    14. This
      Agreement shall be binding upon and inure to the benefit of the Corporation,
      its
      successors and assigns and the Director and his heirs, executors,
      administrators, and legal representatives.

     

    15. This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Connecticut.

     

    16. The
      Notice, and any other communications hereunder, shall be deemed effective when
      delivered in writing to:

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
      its
      Senior Vice President and the Director has hereunto set his hand and seal as
      of
      the date first above written.

    


    

      
        	 	 	 	
                KAMAN
                  CORPORATION

              	 
	 	 	 	 	 
	
                /s/
                  Ruth Carenzo

              	 	
                By:

              	
                /s/
                  Harvey S. Levenson

              	 
	 	 	 	
                Harvey
                  S. Levenson

              	 
	 	 	 	
                Its
                  Senior Vice President

              	 
	 	 	 	
                Duly
                  Authorized

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
                  Carol Flynn

              	 	 	
                /s/
                  John A. DiBiaggio (L.S.)

              	 
	 	 	 	
                John
                  A. DiBiaggio

              	 
	 	 	 	
                Director

              	 


      

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

     

    NOTICE
      OF
      ELECTION TO DEFER DIRECTOR’S COMPENSATION

    


    Date:
      _________________

     

    To:  Kaman
      Corporation

    P.O.
      Box
      1

    Bloomfield,
      Connecticut 06002

     

    Attention: Mr.
      Harvey S. Levenson

    Senior
      Vice President

     

    Pursuant
      to the Agreement between the undersigned, and Kaman Corporation, dated
      ____________, the undersigned hereby elects:

    


    1. To
      defer
      compensation for services as a director as follows:

    


    a) Amount
      of
      compensation to be deferred:

    


    All
      _____
      or the following portion:

    


    b) Commencement
      date for deferrals:

    


    2. To
      have
      sums credited to his Deferred Compensation Account paid as follows: (Refer
      to
      Paragraph 5 of the Agreement for permissible methods of payment:

    


    
      
        3. 
          In the event of his death, the undersigned designates the following
          beneficiary (list name, address. and relationship):

      

    

    


    4. This
      is a
      new ____ amended ____ election.

     

    
      
        	 	 	 	 	 
	 	 	 	 	 
	
                Witness

              	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
                (L.S.)

              
	 	 	 	
                Director

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      FIRST
        AMENDMENT

      TO

      AGREEMENT

       

      WHEREAS,
        Kaman Corporation, a Connecticut corporation having its principal office
        in
        Bloomfield, Connecticut (the “Corporation”) and John A. DiBiaggio, a director of
        the Corporation (the “Director”), entered into an Agreement dated June 26, 1984
        (the “Agreement”); and

      


      WHEREAS,
        the Director and the Corporation desire to amend the Agreement in certain
        respects:

      


      NOW
        THEREFORE, the Corporation and the Director hereby agree as
        follows:

      


      


      1.
        Section 5 of the Agreement is deleted in its entirety and is replaced with
        the
        following:

      


      “5.
        By
        completing and delivering the Notice, the Director shall irrevocably select
        the
        method pursuant to which amounts credited to his Deferred Account shall be
        distributed to him. Any amended Notice will apply only to amounts credited
        to
        the Deferred Account for succeeding periods following the election. He may
        choose to have such amounts paid in a lump sun or in approximately equal
        quarterly installments over a period of not to exceed ten (10)
        years.

      


      Any
        lump
        sun payment hereunder shall be made on the first business day of the month
        selected by the Director pursuant to the election, and installment payments
        hereunder shall commence on the first business day of the month selected
        by the
        Director pursuant to the election, provided that, if the Director continues
        his
        service as a Director subsequent to January 1, 1993, no distribution shall
        be
        payable to him until he ceases to be a director. Notwithstanding the Director’s
        selection of the method of distribution, amounts payable under the plan shall
        be
        distributed in a lump sum to his beneficiary designated in his Notice, or
        in the
        event no living beneficiary shall be so designated to his estate, within
        thirty
        (30) days following his death.”

      


      2.
        As
        modified herein, the Agreement ruins in full force and effect.

      

        IN
          WITNESS WHEREOF, the Corporation has caused this Amendment to be executed
          by its
          President and the Director has hereunto set his hand and seal this 3rd
          day of
          July, 1991.

      

      

        
          	 	 	 	
                  KAMAN
                    CORPORATION

                	 
	 	 	 	 	 
	
                  

                    /s/
                      Candace A. Clark

                  

                	 	
                  By:

                	
                  /s/
                    Harvey S. Levenson

                	 
	 	 	 	
                  Harvey
                    S. Levenson

                	 
	 	 	 	
                  Its
                    Senior Vice President

                	 
	 	 	 	
                  Duly
                    Authorized

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  /s/
                    Carol Flynn

                	 	 	
                  /s/
                    John A. DiBiaggio (L.S.)

                	 
	 	 	 	
                  John
                    A. DiBiaggio

                	 
	 	 	 	
                  Director