ex10-3.htm


    
      

    

    


    
      	
              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 13, 2008

    


    


    Mr.
Robert M. Garneau

    Chief
Financial Officer

    Kaman
Corporation

    1332 Blue
Hills Avenue

    P.O. Box
1

    Bloomfield,
CT 06002

    


    Re:
Retirement and Consulting Letter Agreement

     

    Dear Mr.
Garneau:

     

    Please
accept this Letter Agreement as confirmation of our understanding regarding your
retirement as Executive Vice President and Chief Financial Officer of Kaman
Corporation (the "Company"), effective November 30, 2008 and service as a
consultant thereafter to the Company until March 31, 2009.

     

    Our
mutual agreement and understanding is as follows:

     

    
      	
              1.  

            	
              RETIREMENT.   You
      agree that your last day of employment with the Company shall be November
      30, 2008 (the
      “Retirement Date”), and concurrently therewith you shall resign from your
      positions as Executive Vice President and Chief Financial Officer of the
      Company and all other offices and directorships you hold with the Company
      or any affiliate without further action on either your part or by the
      relevant entity.

            


    

    


    
      	
              2.  

            	
              TERMINATION
      OF EMPLOYMENT AGREEMENT AND CHANGE IN CONTROL AGREEMENT.  You
      and the Company acknowledge and mutually agree to terminate (i) on the
      date hereof, the Executive Employment Agreement effective as of January 1,
      2007 (the “Employment Agreement”) and (ii) on November 30, 2008, the
      Amended and Restated Change in Control Agreement effective as of January
      1, 2007, and, except as specifically provided herein, neither you nor the
      Company will have any further rights or obligations thereunder following
      the respective termination dates
thereof.

            


    

    


    
      	
              3.  

            	
              TERMINATION
      PAYMENTS. In consideration of the covenants and releases contained in this
      Letter Agreement, your consulting services to the Company, and in lieu of
      any payments which may be due under the Employment Agreement, the Company
      agrees to provide you with the following termination
    payments:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Mr.
Robert M. Garneau

      November
13, 2008

      Page
2



    
      	
              a.  

            	
              EQUITY
      AWARDS.  All unvested equity awards granted to you which are
      outstanding as of the date hereof (a list of which is set forth on Exhibit A) will
      continue to vest, become non-forfeitable and remain exercisable in
      accordance with the terms of the applicable Company plans and your award
      agreements thereunder.

            
	 	 


    

    
      	
              b.  

            	
              ACCRUED
      AMOUNTS.  The Company shall pay to you all Accrued Amounts (as
      such term is defined in Section 8(b) of the Employment Agreement) at such
      time or times as required by applicable law or the terms of the applicable
      Company plan, program, policy or
arrangement.

            


    

    


    
      	
              c.  

            	
              PRO
      RATA ANNUAL BONUS.  The Company shall pay to you on March 15,
      2009 (or, if sooner, the date in calendar 2009 that annual bonuses are
      paid to other similarly situated executives) a pro-rata portion of your
      annual bonus for the 2008 performance year (determined by multiplying the
      amount you would have received based upon actual financial performance had
      your employment continued through the end of 2008 by
      91.1803%).

            


    

    


    
      	
              d.  

            	
              PRO
      RATA LTIP.  Your currently outstanding cash-based long-term
      performance awards under the Company's long-term incentive program shall
      be deemed fully vested and fully earned and then shall be cancelled in
      exchange for a cash payment on March 15, 2009 (or, if sooner, the date
      that the pro rata bonus is paid to you pursuant to Section 3(c) above),
      with payment equal to 100% of the target value of such award multiplied by
      a fraction, the numerator which is the number of days you remained
      employed with the Company during the applicable three-year performance
      period through your Retirement Date and the denominator of which is the
      total number of days during such three-year performance
      period.

            


    

    


    
      	
              e.  

            	
              RELEASE.  You
      and the Company agree that the obligation of the Company to provide you
      with the termination payments set forth in Sections 3(c) and 3(d) are
      conditioned on and subject to your execution of a release substantially in
      the form attached hereto as Exhibit B (the
      “Release”) on or prior to the Retirement Date and your not revoking the
      Release within the revocation period set forth in the
    Release.

            


    

    


    
      	
              4.  

            	
              LUMP
      SUM SERP CALCULATION AND PAYMENT. You will be eligible for and will
      receive as a lump sum payment on December 1, 2008 of approximately
      $4,045,596 under the Kaman
      Corporation Supplemental Employees’ Retirement Plan, provided that you
      commence payment under your qualified plans immediately upon your
      Retirement Date.  You will be eligible for and will receive as a
      lump sum payment six months and one day after November 30, 2008 of approximately
      $4,751,890 under the Kaman
      Corporation Post-2004 Supplemental Employees’ Retirement Plan, as
      amended  (the “Post-2004 SERP”), plus interest on such amount at
      1.62% (the November 2008 short-term applicable federal rate compounded,
      semi-annually).

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Mr.
Robert M. Garneau

      November
13, 2008

      Page
3



    
      	
              5.  

            	
              CONSULTING
      SERVICES.  From December 1, 2008 through March 31, 2009 (the
      "Consulting Term"), you agree to assist William C. Denninger with his
      transition to Chief Financial Officer of the Company and to assist and
      advise him regarding all matters in which you were involved or of which
      you had knowledge while employed by the Company. You agree to render up to
      30 hours of such services per calendar month during the Consulting Term,
      as may be requested by the Chief Executive Officer or Chief Financial
      Officer of the Company.  During the Consulting Term, the Company
      shall pay you a fee of $25,000 per calendar month, payable within five
      business days after the end of each month (the "Consulting Fee"). Further,
      you shall be entitled to reimbursement for all reasonable expenses
      incurred by you in the performance of consulting services hereunder, in
      accordance with the policies of the Company.  As additional
      consideration for the consulting services, the Company shall transfer,
      effective as of the date that consulting services commence hereunder,
      title to the Company automobile provided to you under Section 6(c) of the
      Employment Agreement on an “as is” basis, with the automobile’s fair
      market value being taxable to you.

            


    

    


    
      	
              6.  

            	
              INDEPENDENT
      CONTRACTOR STATUS.  Your status during the Consulting Term shall
      be that of an independent contractor and not, for any purpose, that of an
      employee or agent with authority to bind the Company in any
      respect.  You shall not have the right (express or implied) to
      act on behalf of the Company or its affiliates.  Subject to
      Section 15, the parties intend that the services provided by you during
      the Consulting Term will not adversely affect the treatment of your
      cessation of employment as of the Retirement Date as a "separation from
      service" for purposes of Section 409A of the Internal Revenue Code of
      1986, as amended (the "Code").   All payments and other
      consideration made or provided to you under this Letter Agreement shall be
      made or provided without withholding or deduction of any kind, and you
      shall assume sole responsibility for discharging all tax or other
      obligations associated therewith.  In your capacity as a
      consultant to the Company, you shall not be entitled to any benefits,
      coverages or privileges, including, without limitation, social security,
      unemployment, medical or pension payments, made available to active
      employees of the Company.

            


    

    


    
      	
              7.  

            	
              CONFIDENTIALITY;
      FULL FORCE AND EFFECT.  You agree that you shall not, directly
      or indirectly, use, make available, sell, disclose or otherwise
      communicate to any person, other than in the course of your consulting
      services and for the benefit of the Company, either during the Consulting
      Term 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 you during the Consulting Term. The foregoing shall not apply
      to information that (i) was known to the public prior to its disclosure to
      you; (ii) becomes known to the public subsequent to disclosure to you
      through no wrongful act of you or any of your representatives; or (iii)
      you are required to disclose by applicable law, regulation or legal
      process (provided that the you provide the Company with prior notice of
      the contemplated disclosure and reasonably cooperate 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, your obligation to maintain such disclosed information
      in confidence shall not terminate where only portions of the information
      are in the public domain.  You hereby acknowledge and agree that
      your confidentiality obligations set forth in Section 11(a) of the
      Employment Agreement shall survive termination of the Employment Agreement
      and shall remain in full force and
effect.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Mr.
Robert M. Garneau

      November
13, 2008

      Page
4



    
      	
              8.  

            	
              NON-SOLICITATION;
      FULL FORCE AND EFFECT. You hereby acknowledge and agree that your
      non-solicitation obligations set forth in Section 11(b) of the Employment
      Agreement survive termination of the Employment Agreement and remain in
      full force and effect and therefore you agree that, in consideration of
      the termination payments provided in Section 3 of this Letter Agreement,
      for the two (2) year period following the Retirement Date you 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 you are not affiliated). For the avoidance
      of doubt, if a managerial level employee on his or her own initiative
      contacts you for the primary purpose of securing alternative employment,
      any action taken by you thereafter shall not be deemed a breach of this
      Section. 

            


    

    


    
      	
              9.  

            	
              NON-COMPETITION;
      FULL FORCE AND EFFECT. You hereby acknowledge and agree that your
      non-solicitation obligations set forth in Section 11(c) of the Employment
      Agreement survive termination of the Employment Agreement and remain in
      full force and effect and therefore you agree that, in consideration of
      the termination payments provided in Section 3 of this Letter Agreement,
      for a period through March 16, 2009, you 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.

            


    

    


    
      	
              10.  

            	
              NON-DISPARAGEMENT;
      FULL FORCE AND EFFECT. Each of you 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.  You hereby
      acknowledge and agree that your non-disparagement obligations set forth in
      Section 11(d) of the Employment Agreement shall survive termination of the
      Employment Agreement and shall remain in full force and
      effect.

            


    

    


    
      	
              11.  

            	
              RETURN
      OF COMPANY PROPERTY AND RECORDS. You agree that at the end of the
      Consulting Term you 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 you 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 you
      during the Consulting Term.

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Mr.
Robert M. Garneau

      November
13, 2008

      Page
5



    
      	
              12.  

            	
              ASSIGNMENT
      OF INVENTIONS. You 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 you, or under which you acquire 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 your provision of consulting services to 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 Consulting Term is any specialized equipment and software developed
      for use in the business of the Company. All of your 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, you 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.

            


    

    


    
      	
              13.  

            	
              EQUITABLE
      RELIEF AND OTHER REMEDIES. You and the Company acknowledge and agree that
      the other party’s remedies at law for a breach or threatened breach of any
      of the provisions of Sections 7-12 of this Letter Agreement 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.

            


    

    


    
      	
              14.  

            	
              REFORMATION.
      If it is determined by a court of competent jurisdiction in any state that
      any restriction in Sections 7-12 of this Agreement is excessive in
      duration or scope or is unreasonable or unenforceable under the laws of
      that state, it is the intention of you and the Company 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.

            


    

    


    
      	
              15.  

            	
              SECTION
      409A.  It is intended that any amounts payable and benefits
      provided under this Letter Agreement shall either be exempt from or comply
      with Section 409A of the Code so as not to subject you to payment of
      any interest, penalties or additional tax imposed under Section 409A.
      If and to the extent that you or the Company reasonably determines that
      any amount payable or benefit provided under this Letter Agreement would
      fail to satisfy any applicable requirement of Section 409A and
      trigger the additional tax and/or penalties or interest imposed by
      Section 409A, the parties shall negotiate in good faith and use
      reasonable efforts to modify this Letter Agreement to bring it into
      compliance with Section 409A; provided, however, that nothing herein
      shall adversely affect your entitlement to any compensation or benefits
      hereunder.  Based upon current law, the Company does not intend
      to report any compensation payable to you hereunder as being in
      non-compliance with Section 409A of the Code.  Notwithstanding
      the foregoing, the Company makes no representation or warranty and shall
      have no liability to you or any other person if any provisions of this
      Letter Agreement are determined to constitute deferred compensation
      subject to Section 409A but do not satisfy an exemption from, or the
      conditions of, such section. 

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      Mr.
Robert M. Garneau

      November
13, 2008

      Page
6



    
      	
              16.  

            	
              NOTICE.
      For the purpose of this Letter Agreement, notices and all other
      communications provided for in this Letter 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 you: at the address (or to the
facsimile number) shown on the records of theCompany

     

    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.

     

    
      	
              17.  

            	
              SECTION
      HEADINGS; INCONSISTENCY. The section headings used in this Letter
      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 Letter 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 Letter
      Agreement shall control over such Other Provision; provided, however, that
      nothing in this Letter Agreement shall adversely affect your entitlement
      to the Accrued Amounts.

            


    

    


    
      	
              18.  

            	
              PRIOR
      AGREEMENTS.  Subject to Section 2 of this Letter Agreement, this
      Letter Agreement supersedes and replaces any and all
      prior  agreements, including the Employment Agreement and the
      Amended and Change in Control Agreement between you and the Company dated
      January 1, 2007 (collectively, the “Prior Agreements”) between the Company
      and you. By signing this Agreement, you acknowledge that the Prior
      Agreements are terminated and cancelled, and release and discharge 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 Letter Agreement effective
      immediately shall supersede and be in lieu of the Prior
      Agreements.

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Mr.
Robert M. Garneau

      November
13, 2008

      Page
7



    
      	
              19.  

            	
              NO
      ASSIGNMENT. This Letter Agreement is personal to each of the parties
      hereto.  No party may assign or delegate any rights or
      obligations hereunder without first obtaining the written consent of the
      other party hereto, except that the Company may assign this Letter
      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 Letter
      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
you.

            


    

    


    
      	
              20.  

            	
              SEVERABILITY.
      The provisions of this Letter 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.

            


    

    


    
      	
              21.  

            	
              COUNTERPARTS.
      This Letter 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.

            


    

    


    
      	
              22.  

            	
              ARBITRATION.
      Any dispute or controversy arising under or in connection with this Letter
      Agreement, other than injunctive relief under Section 13 hereof or damages
      for breach of Sections 7-12, 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 you, 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. 

            


    

    


    
      	
              23.  

            	
              MISCELLANEOUS.
      No provision of this Letter Agreement may be modified, waived or
      discharged unless such waiver, modification or discharge is agreed to in
      writing and signed by you 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 Letter 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 Letter 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 Letter 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.

            


    

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Mr.
Robert M. Garneau

      November
13, 2008

      Page
8



    
      	
              24.  

            	
              REPRESENTATIONS.
      You represent and warrant to the Company that you have the legal right to
      enter into this Letter Agreement and to perform all of the obligations on
      your part to be performed hereunder in accordance with its terms and that
      you are not a party to any agreement or understanding, written or oral,
      which could prevent you from entering into this Letter Agreement or
      performing all of your obligations
hereunder.

            


    

    


    Very
truly yours,

     

    


    /s/ Neal
J. Keating

    Acknowledged
and Agreed:

    


    /s/ Robert M.
Garneau            


    Robert M.
Garneau

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

    


    EQUITY
AWARDS

    


    
      	
              Options

              Not
      Vested

            	 
      	
              Option

              Price

            	 
      	
              Vesting

              Date

            
	 
      	 
      	 
      	 
      	 
      
	
              Non-Qualified
      Bonus:

            	 
      	 
      	 
      	 
      
	
              6,000

            	 
      	
              $11.495

            	 
      	
              2/22/2009

            
	
              6,000

            	 
      	
              $11.495

            	 
      	
              2/22/2010

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
B

    


    AGREEMENT
AND GENERAL RELEASE

     

    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 Robert M. Garneau (“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 November 30, 2008.  In addition, effective as of November 30, 2008,
Executive resigns from the Executive’s positions as Executive Vice President and
Chief Financial Officer of Employer and will not be eligible for any benefits or
compensation after such date, including payments under the Executive’s Change in
Control Agreement, other than as specifically provided in the Letter Agreement
between Employer and Executive effective as of November 13, 2008 (the “Letter
Agreement”).  Executive further
acknowledges and agrees that, after November 30, 2008, 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 November 30, 2008, 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 3.e. of the Letter Agreement.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.           General
Release of Claim.  Subject to the full satisfaction by the Employer of
its obligations under the Letter 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      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
the Letter 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 Letter
Agreement which are intended to survive termination of the Letter Agreement
(and, by cross-reference, to the Employment Agreement), including but not
limited to those contained in Section 11 of the Employment Agreement, 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.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                ROBERT
      M. GARNEAU

              
	 	 	 
	 
      	 
      	 
      
	 	 	 
	 
      	
                Date: