ex10-1.htm


    
      

    

    Exhibit
10.1

    
 

    EXECUTIVE
EMPLOYMENT AGREEMENT

     

    This
EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of November 17,
2008 (the “Effective Date”) between Kaman Corporation, a Connecticut corporation
(the “Company”), and William C. Denninger (the “Executive”)”). 

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company desires to employ Executive in the role of Senior Vice
President-Finance from the Effective Date until the retirement of the Company's
current Chief Financial Officer and thereafter in the role of Senior Vice
President and Chief Financial Officer of the Company;

     

    WHEREAS,
the Executive desires to accept such employment on the terms described
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.

     

    a)           The
Executive’s term of employment under this Agreement shall be for an initial term
commencing on the Effective Date and shall end on the second anniversary of the
Effective Date. The term of this Agreement shall be automatically extended
thereafter for successive one (1) year periods unless, at least ninety (90) days
prior to the end of the initial term of this Agreement or the then current
succeeding one-year extended term of this Agreement, the Company or Executive
has notified the other that the term hereunder shall terminate upon its
expiration date. The initial term of this Agreement, as it may be extended from
year to year thereafter, is herein referred to as the "Employment Term". In all
events hereunder, Executive's employment is subject to earlier termination
pursuant to Section 7 hereof, and upon such earlier termination the Employment
Term shall be deemed to have ended.

     

    b)           Executive
represents that there are no agreements, understandings or legal requirements
applicable to him that prohibit the execution of this Agreement or prohibit or
otherwise limit the performance of his obligations hereunder or his duties as an
employee of the Company nor will the execution of this Agreement and the
performance of such obligations or duties result in a conflict of interest
between him and any other party.

     

    2.    POSITION
& DUTIES.

     

    (a)    The
Executive shall serve as the Company’s Senior Vice President-Finance under this
Agreement, beginning on the Effective Date. Executive shall be appointed Senior
Vice President and Chief Financial Officer upon retirement of the Company's
current Chief Financial Officer and Executive shall thereafter serve as Senior
Vice President and Chief Financial Officer during the Employment Term. As Senior
Vice President-Finance or Senior Vice President and Chief Financial Officer, as
the case may be, the Executive shall have such duties, authorities and
responsibilities commensurate with the duties, authorities and responsibilities
of persons in similar capacities in similarly sized companies and such other
duties and responsibilities as the Company’s Board of Directors (the “Board”)
shall designate that are consistent with the Executive’s positions as Senior
Vice President-Finance or Senior Vice President and Chief Financial Officer, as
the case may be.

     

    
      
         

      

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

     

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

     

    3.    BASE
SALARY. The Company agrees to pay the Executive a base salary (the “Base
Salary”) during the Employment Period at an annual rate of Four Hundred Forty
Thousand Dollars ($440,000) (subject to possible increase if the Board, in its
sole discretion, so determines), payable in accordance with the regular payroll
practices of the Company, but not less frequently than
monthly.

     

    4.    BONUSES.
The Executive shall be eligible to participate in the Company’s bonus and other
short- and long-term incentive compensation plans and programs for the Company’s
senior executives at a level commensurate with the Executive’s position during
the Employment Term. The Executive shall have the opportunity to earn an annual
target bonus measured against performance criteria to be determined by the Board
(or a committee thereof) of at least 50% of Base Salary as an initial target
bonus opportunity as described in the terms of the Company’s annual bonus plan
as then in effect. Except as provided under Section 8 of the Agreement, the
Executive shall receive payments with respect to the plans and programs
described in this Section 4 in accordance with the terms of such plans and
programs.

     

    
      
         

      

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

     

    6.    EMPLOYEE
BENEFITS.

     

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

     

    (b)   VACATION.
The Executive shall be entitled to at least 3 weeks paid vacation per year.
Vacation may be taken at such times as the Executive elects with due regard to
the needs of the Company. Unused vacation at the end of a calendar year shall be
forfeited according to the Company's vacation policy.

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
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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 each case which is
in the course of the Executive’s employment and materially injurious to the
Company, or (C) willfully violated a material requirement of the Company’s code
of conduct or the Executive’s fiduciary duty to the Company. No act or failure
to act on the part of the Executive shall be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith and without
reasonable belief that the Executive’s action or omission was in, or not opposed
to, the best interests of the Company. Notwithstanding the foregoing, Cause
shall not include any act or omission of which the Audit Committee of the Board
(or the full Board) has had actual knowledge of all material facts related
thereto for at least 90 days without asserting that the act or omission
constitutes Cause.

     

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

     

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

     

    (1) the
Company removing the Executive from the positions of Senior Vice
President-Finance or Senior Vice President and Chief Financial Officer, as the
case may be (other than for Cause);

     

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

     

    
      
         

      

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

     

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

     

    (5) the
assignment of duties to the Executive that are materially inconsistent with the
Executive’s positions as Senior Vice President-Finance or Senior Vice President
and Chief Financial Officer, as the case may be; or

     

    (6) the
Executive no longer being a direct report to the CEO of the
Company.

     

    Notwithstanding
the foregoing, (i) a suspension of the Executive’s title and authority while on
administrative leave due to a reasonable belief that the Executive has engaged
in misconduct, whether or not the suspected misconduct constitutes Cause for
employment termination, shall not be considered “Good Reason”; provided that if
such leave is unpaid and either the Executive returns to full-time employment
under this Agreement or it is subsequently determined the Executive’s employment
is to be terminated without Cause, then the compensation and benefits that would
have been payable during such leave will be paid as soon as reasonably
practicable with interest at the prime rate beginning as of the date such leave
commenced plus 100 basis points, (ii) a condition shall not be considered Good
Reason if the Executive does not provide written notification to the Company of
the existence of a condition described above in clauses (1) through (6) above
within 90 days following the initial existence of such condition, and (iii)
prospective changes to employee benefits (as defined in Section 6) for future
employment made on an across-the-board basis to all similarly situated
executives of the Company and its subsidiaries shall not be considered Good
Reason.

     

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

     

    (g)    RETIREMENT.
Upon remaining employed with the Company until at least the attainment of age 65
(the “Retirement Eligibility Date”). Nothing herein shall be construed as
limiting the Executive’s right, if any, to terminate employment prior to the
Retirement Eligibility Date and receive compensation and benefits, as
applicable, provided under the respective terms of the Company’s benefit
plans.

     

    8.    CONSEQUENCES
OF TERMINATION. Any termination payments made and benefits provided under this
Agreement to the Executive shall be in lieu of any termination or severance
payments or benefits for which the Executive may be eligible under any of the
plans, policies or programs of the Company or its affiliates as may be in effect
from time to time including but not limited to the Change in Control Agreement.
For purposes of determining the date on which to make payments under this
Section 8, a termination of employment shall only occur upon the Executive's
"separation from service" within the meaning of Section 409A of the Code and as
determined after applying the presumptions set forth in Treas. Reg. Section
1.409A-1(h)(1). 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 or
other short-term and long-term incentive compensation as described in Section 4
above earned with respect to any completed fiscal year; (iii) reimbursement for
any unreimbursed expenses incurred through the date of termination; (iv) all
other payments and benefits to which the Executive may be entitled under the
terms of any applicable compensation arrangement or benefit, equity or
perquisite plan or program or grant or this Agreement, including but not limited
to any applicable pension, retirement and insurance benefits (collectively,
“Accrued Amounts”). Executive will also be paid a pro-rata portion of the
Executive’s annual bonus for the performance year in which the Executive’s
termination occurs, payable at the time that annual bonuses are paid to other
senior executives (determined by multiplying the amount the Executive would have
received had employment continued through the end of the performance year by a
fraction, the numerator of which is the number of days during the performance
year of termination that the Executive is employed by the Company and the
denominator of which is 365).

     

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

     

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

     

    
      
         

      

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

     

    (1) Accrued
Amounts;

     

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

     

    (3) an amount
equal to the product of two times the sum of (i) the Executive’s then current
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), payable in a single lump sum within 30 days after employment
termination. Notwithstanding the foregoing, if the Executive terminates
employment within two years of his Retirement Eligibility Date, the lump sum
amount described in the immediately preceding sentence shall be reduced by
multiplying it by a fraction, the numerator of which is the number of days from
the Executive’s employment termination date until the Retirement Eligibility
Date, and the denominator of which is 730;

     

    (4) (x) each
cash-based long-term performance award for which the performance period has not
yet been completed as of the date of such termination that was granted with a
performance period beginning on or prior to January 1, 2009 (and, except as
provided in clause (y) below, with respect to any such award granted with a
performance periods beginning after January 1, 2009) shall be deemed fully
vested and fully earned and then shall be cancelled in exchange
for  an amount payable in cash 30 days after employment termination
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; and (y) to the
extent necessary for such compensation to qualify as “performance-based
compensation” under Section 162(m) of the Code, each cash-based long-term
performance award for which the performance period has not yet been completed as
of the date of such termination that was granted with a performance period
beginning after January 1, 2009 shall be payable in cash, at the time that
long-term performance awards are paid to other senior executives, such payment
to be made on a pro-rata basis (determined by multiplying the amount the
Executive would have received based upon actual financial performance had
employment continued through the end of the performance period by a fraction,
the numerator which is the number of days the Executive remained employed with
the Company during the award’s performance period and the denominator of which
is the total number of days during the award’s performance
period);

     

    
      
         

      

      
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    (5) immediate
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) subject
to the Executive’s continued co-payment of premiums, if required under Company
policy, continued participation for 24 months but in no event later than the
Retirement Eligibility Date in all medical, dental and vision plans which cover
the Executive (and eligible dependents) on a monthly basis 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”).    The parties intend that the first 18
months of continued medical, dental and vision coverage shall not constitute a
“deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that the
remaining portion of such coverage shall qualify as a “reimbursement or in-kind
benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv).

     

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

     

    (1) any
Accrued Amounts;

     

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

     

    (3) (x) each
cash-based long-term performance award for which the performance period has not
yet been completed as of the date of such termination that was granted with a
performance period beginning on or prior to January 1, 2009 (and, except as
provided in clause (y) below, with respect to any such award granted with a
performance periods beginning after January 1, 2009) shall be deemed fully
vested and fully earned and then shall be cancelled in exchange for an amount
payable in cash 30 days after employment termination  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; and (y) to the extent necessary for
such compensation to qualify as “performance-based compensation” under Section
162(m) of the Code, each cash-based long-term performance award for which the
performance period has not yet been completed as of the date of such termination
that was granted with a performance period beginning after January 1, 2009 shall
be payable in cash, at the time that long-term performance awards are paid to
other senior executives, such payment to be made on a pro-rata basis (determined
by multiplying the amount the Executive would have received based upon actual
financial performance had employment continued through the end of the
performance period by a fraction, the numerator which is the number of days the
Executive remained employed with the Company during the award’s performance
period and the denominator of which is the total number of days during the
award’s performance period);

     

    
      
         

      

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

     

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

     

    (f)    ACCELERATION
OF EQUITY AWARDS.

     

    If the
Executive's employment by the Company is terminated by the Company for
Disability (as defined in Section 7 (a)) or without Cause (as defined in Section
7(c)), or by the Executive for Good Reason (as defined in Section 7(e)),
Retirement (as defined in Section 7(g)) or due to death, all then outstanding
unvested equity awards granted to the Executive (for example, stock options,
stock appreciation rights and restricted stock), whether under this Agreement or
otherwise, will fully vest and become non-forfeitable and remain exercisable in
accordance with the terms of the applicable Company plans. Notwithstanding
the foregoing, to the extent that any unvested equity award is intended to
qualify as “performance-based compensation” within the meaning of Section 162(m)
of the Code based solely on a vesting condition requiring achievement of one or
more performance goals with respect to a performance period beginning after
January 1, 2009, and the Executive’s employment is terminated under Section 8(d)
(without Cause or for Good Reason) or under Section 8(e) (Retirement), then the
number of shares that will vest due to such event shall equal the number of
shares the Executive would have received based upon actual performance had
employment continued through the end of the performance period multiplied by a
fraction, the numerator which is the number of days the Executive remained
employed with the Company during such award’s performance period and the
denominator of which is the total number of days during such award’s performance
period.

     

    (g)    COORDINATION
WITH CHANGE IN CONTROL AGREEMENT.

     

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

     

    
      
         

      

      
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    (h)    TIMING
OF  BONUSES AND CERTAIN CASH--BASED LONG-TERM PERFORMANCE
AWARDS

     

    References
to paying a pro-rata bonus or a pro-rata cash-based long-term performance award
under Section 8 at the same time as such compensation   is paid
to other senior executives shall mean the payment date as determined under the
terms of the Company’s annual bonus plan or cash-based long-term performance
program then in effect.  Notwithstanding anything to the contrary in
this Section 8, the pro-rata annual bonus for the performance year of
termination (under Section 8(a) (in the event of Disability), Section 8(b) (in
the event of death), Section 8(d) (in the event of termination without Cause or
for Good Reason) or Section 8(e) (in the event of Retirement)) and the pro-rata
cash-based long-term performance award, if any, for any outstanding performance
period at the time of employment termination (under Section 8(d) (in the event
of termination without Cause or for Good Reason) or Section 8(e) (in the event
of Retirement)) shall not be paid earlier than the first business day after the
date that is six months following the date of the Executive’s “separation from
service” ( within the meaning of Section 409A of the Code and as determined
after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1))
in the event that annual bonuses paid to other senior executives for that year
are not paid by March 15th of the calendar year immediately following the
calendar year in respect of which such bonuses are earned.  To the
extent that payment of the pro-rata portion of the annual bonus, cash-based
long-term performance award, or both as provided for herein is so delayed, such
payment shall be credited with interest at the short-term applicable federal
rate under Section 1274 of the Code, determined as of March 15th of the year
following such termination, from such March 15th to the date that such payment
is made to the Executive hereunder.

     

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

     

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

     

    (b) delivery
to the Company of an executed Agreement and General Release (the “General
Release”), which shall be substantially in the form attached hereto as Appendix
A (with such changes therein or additions thereto as needed under then
applicable law to give effect to its intent and purpose) within 21 days (42 days
in the case of an employment termination due to Disability) of presentation
thereof by the Company to the Executive (which presentation by the Company shall
be made no later than two (2) business days following the date of termination),
which is not subsequently revoked; and

     

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

     

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

     

    
      
         

      

      
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    Notwithstanding
the due date of any post-employment payments, any amounts or benefits due
following the Executive’s employment 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.  If the Executive fails to return an
executed General Release to the Company within such 21 day period (42 day period
in the case of an employment termination due to Disability), or the Executive
subsequently revokes such timely release, the Company shall not have any
obligation to pay any amounts or benefits under Section 5 of this
Agreement.  The Executive shall provide the General Release in the
same manner as written notice is provided to the Company under Section 13
below.

     

    Nevertheless
(and regardless of whether the General Release has been executed by the
Executive), upon any termination of Executive’s employment, Executive shall be
entitled to receive any Accrued Amounts, payable within thirty (30) days after
the date of termination of employment or in accordance with the applicable plan,
program or policy. In the event that the Executive dies before all payments
pursuant to this Section 9 have been paid, all remaining payments shall be made
to the beneficiary specifically designated by the Executive in writing prior to
the Executive’s death, or, if no such beneficiary was designated (or the Company
is unable in good faith to determine the beneficiary designated), to the
Executive’s personal representative or estate.

     

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

     

    11.    POST-EMPLOYMENT
OBLIGATIONS.

     

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

     

    
      
         

      

      
        11

        
          
 

      

      
         

      

    

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        12

        
          
 

      

      
         

      

    

     

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

     

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

     

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

     

    (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.

     

    
      
         

      

      
        13

        
          
 

      

      
         

      

    

     

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

     

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

     

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

     

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

     

    If to the
Company:

     

    Kaman
Corporation

    1332 Blue
Hills Avenue, P.O. Box 1

    Bloomfield,
CT 06002

    Attention:
Candace A. Clark, Esq.

     

    Facsimile
No.: 860 243-7397

     

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

     

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

     

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

     

    
      
         

      

      
        14

        
          
 

      

      
         

      

    

     

    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.

     

    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 intend that the benefits and payments provided
under this Agreement shall be exempt from, or comply with, the requirements of
Section 409A of the Code.  Notwithstanding the foregoing, the Company
shall in no event be obligated to indemnify the Executive for any taxes or
interest that may be assessed by the IRS pursuant to Section 409A of the
Code.

     

    
      
         

      

      
        15

        
          
 

      

      
         

      

    

     

    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 5 and 8 through 25, inclusive of this Agreement, will
survive termination of Executive’s employment with the Company, and will remain
in full force and effect according to their terms.

     

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

     

     

     

    [SIGNATURE
PAGE FOLLOWS]

     

     

    
      
         

      

      
        16

        
          
 

      

      
         

      

    

     

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

     

    

 

    
      	 
      	 
      	
               

              KAMAN
      CORPORATION

            
	 	 	 
	 
      	 
      	 
      
	 
      	
              By:  

            	
              /s/ Neal
      J. Keating

            
	 
      	 
      	
               

              Neal
      J. Keating

            
	 
      	
              Its:

            	
              President
      and Chief Executive Officer

            
	 
      	 
      	 
      
	 
      	
              Date:

            	
              11/13/08

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              /s/
      William C. Denninger

            
	 
      	 
      	
              William
      C. Denninger

            
	 
      	 
      	 
      
	 
      	
              Date:

            	
              11/12/08

            
	 
      	 
      	 
      


    

     

     

     

    
      
         


      

      
        17

        
          
 

      

      
         


      

    


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

     

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

     

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

     

    
      
         

      

      
        18

        
          
 

      

      
         

      

    

     

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

     

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

     

    - The
Civil Rights Act of 1991;

     

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

     

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

     

    - The
Immigration Reform and Control Act, as amended;

     

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

     

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

     

    - The
Older Workers Benefit Protection Act of 1990;

     

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

     

    - The
Occupational Safety and Health Act, as amended;

     

    - The
Family and Medical Leave Act of 1993;

     

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

     

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

     

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

     

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

     

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

     

    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.

     

    
      
         

      

      
        19

        
          
 

      

      
         

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         

      

      
        20

        
          
 

      

      
         

      

    

     

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

     

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

     

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

     

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

     

    

      
        	 
      	 
        KAMAN
      CORPORATION
	 	 	 
	 
      	 
      	 
      
	 
      	
                By:  

              	
                 

              
	 	 	 
	 
      	Name	
                [NAME]

              
	 
      	
                Title:

              	
                 

              
	 
      	
                Date:

              	
                 

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                William
      C. Denninger

              
	 
      	 
      	 
      
	 
      	
                Date:

              	
                 

              
	 
      	 
      	 
      


      



    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      
        	
                Kaman
      Corporation

              
	
                1332
      Blue Hills Avenue

              
	
                Bloomfield,
      CT  06002

              
	
                (860)
      243-7410

              
	
                (860)
      243-7354 Fax

              
	
                Neal.Keating@Kaman.com

              
	 
      
	
                

              
	 
      
	 
      
	 
      
	
                Neal
      J. Keating

              
	
                Chairman
      of the Board

              
	
                President
      and Chief Executive
Officer

              


      




    November
11, 2008

     

    
       

      Via
Federal Express

    

     

    Mr.
William C. Denninger

    231
Roxbury Road

    Stamford,
CT 06902

     

    Dear
Bill:

     

    I am
pleased to confirm the Kaman Corporation offer of employment. Here are the key
components of the offer:

     

    
      	
              ·  

            	
              The
      position title will initially be Senior Vice President – Finance. Your
      title will change to Senior Vice President and CFO, effective with Bob
      Garneau’s retirement. You will report directly to
  me.

            


    

     

    
      	
              ·  

            	
              Your
      starting date will be November 17,
2008.

            


    

     

    
      	
              ·  

            	
              Your
      base salary at employment will be $36,666.67 per month, annualized to
      $440,000.00.

            


    

     

    
      	
              ·  

            	
              This
      position will qualify you as an “executive officer” of Kaman Corporation
      and in that regard, the Board of Directors has agreed to provide you with
      an employment agreement and change in control agreement in the form that
      has been provided to executive officers other than the
  CEO.

            


    

     

    
      	
              ·  

            	
              You
      will be part of the executive group eligible for cash bonuses in
      accordance with the Company’s policies and procedures. The Bonus Target
      for your position will be 50% of your base salary. The maximum bonus is
      200% of Target and you must be an active employee at the end of each
      fiscal year to be eligible for the bonus. We will provide you with a
      pro-rated 2008 bonus, based on your starting date, paid in February 2009.
      This bonus will be based on Kaman Corporation’s 2008 performance in
      accordance with the Kaman Cash Bonus Plan
  provisions.

            


    

     

    
      	
              ·  

            	
              You
      will participate in the Kaman Long-Term Incentive program that begins in
      January 2009 and has a three-year performance period. This is subject to
      Board of Director approval at the February 2009 meeting, when all the
      participants in this plan are
approved.

            


    

     

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

    Mr.
William C. Denninger

    Page
2

    November
11, 2008

     

     

     

    
      	
              ·  

            	
              The
      Personnel & Compensation Committee has authorized its Chairman to
      approve a Non-qualified Stock Option award for you of 10,000 shares. These
      shares would be granted at 100% of the fair market value at the date they
      are approved by the Chairman or your start date, whichever is later, and
      will vest at the rate of twenty percent (20%) per year, beginning one year
      after the date of the grant.

            


    

     

    
      	
              ·  

            	
              The
      Personnel & Compensation Committee Chairman has also been authorized
      to approve a Restricted Stock Award of 2,500 shares for you on the same
      effective date as the Non-qualified Stock Option award. The restrictions
      on these shares will lapse on the same 20% per year basis, beginning one
      year after the date of the grant.

            


    

     

    
      	
              ·  

            	
              You
      will be eligible for participation in the Kaman Thrift and Retirement Plan
      (401k) after thirty days on the job. The company matches $0.50 for every
      $1.00 of your contribution, up to a maximum employee contribution of 5%,
      subject to regulatory limits.

            


    

     

    
      	
              ·  

            	
              You
      will also be a participant in the Kaman pension plan. Details of this
      important benefit are enclosed. In addition, the Board of Directors has
      approved your participation in the Kaman Supplemental Employees'
      Retirement Plan (SERP). The SERP supplements the pension plan to offset
      the impact of regulatory compensation
limits.

            


    

     

    
      	
              ·  

            	
              As
      a company executive, you will be eligible to participate in the Kaman
      Deferred Compensation Plan. This plan provides an additional opportunity
      to save for retirement on a tax-deferred
basis.

            


    

     

    
      	
              ·  

            	
              The
      Board of Directors has also approved your participation in the Kaman
      perquisite program for senior executives, which will entitle you to
      financial counseling and tax preparation services, in accordance with the
      company's policy.

            


    

     

    
      	
              ·  

            	
              We
      will provide you with an automobile that may have a stipulated cost of up
      to $69,900. We can discuss the details of this once you have started your
      new assignment.

            


    

     

    
      	
              ·  

            	
              You
      will be eligible to participate in the Kaman Medical Expense Reimbursement
      Plan (MERP). This plan will reimburse medical and dental expenses that are
      not fully covered by the Cigna Open Access Plus plan, up to a maximum of
      $5,000. We can discuss the details of this plan once you have
      started.

            


    

     

    
      	
              ·  

            	
              We
      will provide you with a life insurance policy that, once you have
      completed the enrollment process, provides $1,000,000 coverage, subject to
      standard limitations.

            


    

     

    
      	
              ·  

            	
              We
      will make an exception to our vacation policy for you so that you will
      receive three (3) week’s vacation per
year.

            


    

     

     

    
      
         

      

      
         

        
          
 

      

      
         

      

    

     

    Mr.
William C. Denninger

    Page
3

    November
11, 2008

     

     

     

    This
offer is subject to all the standard terms and conditions of employment required
by Kaman of its employees, including management’s periodic evaluation of your
job performance, and is further contingent upon the following:

     

    
      	
              ·  

            	
              Your
      agreement to and execution of the Employment and Change in Control
      Agreements, execution copies of which will be provided to you
      electronically tomorrow;

            


    

     

    
      	
              ·  

            	
              Your
      satisfactory completion of a physical by a Kaman appointed physician or
      medical provider, including your satisfactory completion of a
      pre-employment NIDA-5 drug test;

            


    

     

    
      	
              ·  

            	
              Your
      successful completion of a background investigation and reference checks;
      and

            


    

     

    
      	
              ·  

            	
              Other
      documentation as may be required by the various employment-related plans
      and policies.

            


    

     

    If this
is acceptable to you, Bill, please date and sign one copy of this letter and
return it to me at your earliest convenience.  Upon your acceptance of
this offer, we will be in contact with you to establish the date of your
pre-employment physical examination, including a comprehensive drug test, and
other documentation that may be required by employment policies.

     

    Bill, I
am excited by the prospect of your joining the Kaman team and for us to work
together.  There are many challenges ahead, but I am confident that
you will help us deliver on the full potential of our business.

     

    Sincerely,

     

    
      
        	 
      	 
      	 
      
	 
      	 
      	
                /s/ Neal
      J. Keating

              


      




     

     

    Enclosure

     

    /mao

     

     

    Accepted
and Agreed to this _____day of November, 2008

     

     

    ­________________________________

    William
C. Denninger