ex10-2.htm


    
      

    

    Exhibit
10.2

    
 

    KAMAN
CORPORATION

     

    CHANGE
IN CONTROL AGREEMENT

     

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

     

    WHEREAS,
the Company considers it essential to the best interests of its shareholders to
foster the continued employment of key management personnel; and

     

    WHEREAS,
in furtherance of this objective, the Company and Executive have executed an
Employment Agreement of even date herewith; and

     

    WHEREAS,
the Board recognizes that the possibility of a Change in Control exists and that
such possibility, which is not addressed by the Employment Agreement, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of key management personnel to the Company's detriment
and that of its shareholders;

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Company and the Executive hereby agree as follows:

     

    1.    Defined
Terms. Definitions of capitalized terms used in this Agreement are
provided in the last Section of this Agreement.

     

    2.   Term.
This Agreement shall terminate on the fourth 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 third anniversary of the Effective Date 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 expire at the end of the
then-current term. Notwithstanding any such notice, the term of this Agreement
shall not expire before the second anniversary of a Change in Control that
occurs within the term of this Agreement. The initial term of this Agreement, as
it may be extended under this Section 2, is herein referred to as the
“Term.”

     

    3.    Company’s
Covenants Summarized. In order to induce the Executive to remain in the
employ of the Company and in consideration of the Executive’s continued
employment, the Company agrees, under the conditions described herein, to pay
the Executive the Severance Payments and the other payments and benefits
described in this Agreement. Except as provided in Section 5.1 of this
Agreement, no Severance Payments (as defined in Section 5) shall be payable
under this Agreement unless there shall have been a termination of the
Executive’s employment with the Company following a Change in Control. This
Agreement shall not be construed as creating an express or implied contract of
employment and, except as otherwise agreed in writing between the Executive and
the Company, the Executive shall not have any right to be retained in the employ
of the Company.

     

    
      
         

      

      
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    4.    Compensation
Other Than Severance Payments.

     

    4.1        If
the Executive’s employment shall be terminated for any reason following a Change
in Control, the Company shall pay the Executive’s full salary to the Executive
through the Date of Termination at the rate in effect immediately prior to the
Date of Termination or, if Section 18(n)(ii) is applicable as an event or
circumstance constituting Good Reason, the rate in effect immediately prior to
such event or circumstance, together with all compensation and benefits payable
to the Executive through the Date of Termination under the terms of the
Company’s compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination (or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason).  In addition, if the
Executive’s employment is terminated for any reason following a Change in
Control other than (a) by the Company for Cause and (b) by the Executive without
Good Reason, then the Company shall pay a pro-rata portion of the Executive’s
annual bonus for the performance year in which such termination occurs to the
Executive on the later of (x) the date that annual bonuses are generally paid to
other senior executives and (y) the date that is the first business day after
the date that is six months after the Date of Termination.  This
pro-rata bonus shall be determined by multiplying the amount the Executive would
have received based upon actual financial performance through such termination,
as reasonably determined by the Company, by a fraction, the numerator of which
is the number of days during such performance year that the Executive is
employed by the Company and the denominator of which is 365.

     

    4.2    If
the Executive’s employment shall be terminated for any reason following a Change
in Control, the Company shall pay to the Executive the Executive’s normal
post-termination compensation and benefits as such payments become
due.  Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the Company’s retirement,
insurance and other compensation or benefit plans, programs and arrangements as
in effect immediately prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the occurrence of the first
event or circumstance constituting Good Reason.

     

    5.    Severance
Payments.

     

    5.1        If
the Executive’s employment is terminated during the twenty-four (24) month
period immediately following a Change in Control, other than (A) by the Company
for Cause, (B) by reason of death or Disability, or (C) by the Executive without
Good Reason, then the Company shall pay the Executive the amounts, and provide
the Executive the benefits described in this Section 5 (collectively, the
“Severance Payments”) in addition to any payments and benefits to which the
Executive is entitled under Section 4 of this Agreement. The Executive shall
also be entitled to Severance Payments under this Agreement if the Executive’s
employment is terminated without Cause by the Company or by the Executive for
Good Reason at any time beginning on the first day of the 90 day period
immediately prior to the execution of a definitive purchase and sale agreement
that results in such Change in Control and the closing of such Change in
Control.

     

    (a) In
lieu of any further salary payments to the Executive for periods subsequent to
the Date of Termination and in lieu of any severance benefit payable to the
Executive under the Executive’s Employment Agreement with the Company or
otherwise, the Company shall pay to the Executive a lump sum severance payment,
in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in
effect immediately prior to the Date of Termination or, if Section 18(n)(ii) is
applicable as an event or circumstance constituting Good Reason, the rate in
effect immediately prior to such event or circumstance, and (ii) two (2) times
the last annual bonus paid or awarded (to the extent not yet paid) to the
Executive in the previous three years (if any) immediately preceding the Date of
Termination, pursuant to any annual bonus or incentive plan maintained by the
Company.

     

    
      
         

      

      
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    (b) For
the twenty-four (24) month period immediately following the Date of Termination,
the Company shall arrange to provide the Executive and his dependents medical,
dental, and accidental death and dismemberment benefits on a monthly basis that
is substantially similar to such benefits as provided to the Executive and his
dependents immediately prior to the Date of Termination or, if more favorable to
the Executive, those provided to the Executive and his dependents immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason, at no greater cost to the Executive than the cost to the Executive
immediately prior to such date or occurrence.  The parties intend that
the first 18 months of continued medical and dental coverage shall not
constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and
that continued accidental death and dismemberment benefits hereunder shall
qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect.
1.409A-1(b)(9)(v)(C) and (D).  Any portion of the continued medical,
dental and accidental death and dismemberment coverage under this Section 5.1(b)
that is subject to Section 409A is intended to qualify as a “reimbursement or
in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv) . Benefits
otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be
reduced to the extent benefits of the same type are received by or made
available by a subsequent employer to the Executive during the twenty-four (24)
month period following the Date of Termination (and any such benefits received
by or made available to the Executive shall be reported to the Company by the
Executive); provided, however, that the Company shall reimburse the Executive
for the excess, if any, of the cost of such benefits to the Executive over such
cost immediately prior to the Date of Termination or, if more favorable to the
Executive, the first occurrence of an event or circumstance constituting Good
Reason.  Any such reimbursement under this Section 5.1(b) shall be
made promptly in accordance with Company policy, but in any event on or before
the last day of the Executive’s taxable year following the taxable year in which
the expense or cost was incurred.  In no event shall the amount that
the Company pays for any such benefit in any one year affect the amount that it
will pay in any other year and in no event shall the benefits described in this
paragraph be subject to liquidation or exchange.

     

    (c)
Notwithstanding any provision to the contrary in any plan or agreement
maintained by or through the Company pursuant to which the Executive has been
granted restricted stock, stock options, stock appreciation rights or long-term
performance awards, effective on the Date of Termination, (i) all service and
performance based restrictions with respect to any then unvested restricted
stock shall lapse, (ii) all stock appreciation rights and stock options shall be
deemed fully vested and then canceled in exchange for a cash payment equal to
the excess of the fair market value of the shares of Company stock subject to
the stock appreciation right or stock option on the Date of Termination, over
the exercise price(s) of such stock appreciation rights or stock options, and
(iii) all unvested long-term performance awards (an “LTIP Award”) shall be
deemed fully vested and fully earned and then shall be canceled in exchange for
a cash payment equal to 100% of the target value of each such award; provided,
however that, if necessary for such compensation to qualify as
"performance-based compensation" under Section 162(m) of the Code, an unvested
Post January 1, 2009 Award (as defined herein) shall only vest when such award
would otherwise have vested and the actual amount that the Executive shall
receive with respect to any such award will be determined by multiplying the
amount the Executive would have received based upon actual performance for the
entire period 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.  For purposes of this
Section 5.1(c), a “Post January 1, 2009 Award” shall mean an LTIP Award intended
to qualify as “performance-based compensation” within the meaning of Section
162(m) of the Code with a performance period beginning after January 1,
2009.

     

    
      
         

      

      
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    (d) In
addition to the retirement benefits to which the Executive is entitled under any
tax-qualified, supplemental or excess benefit pension plan maintained by the
Company and any other plan or agreement entered into between the Executive and
the Company which is designed to provide the Executive supplemental retirement
benefits (the “Pension Plans”) or any successor plan thereto, effective upon the
Date of Termination, the Executive shall be credited with an additional two
years of “Credited Service” and “Continuous Service” (as defined in the Kaman
Corporation Amended and Restated Employees’ Pension Plan) when calculating the
Executive’s benefit under Kaman Corporation Post-2004  Supplemental
Employees' Retirement Plan (“SERP”). The enhancement to the SERP provided under
this Section 5.1(d) shall be paid at the same time and in the same manner as
other benefits provided to the Executive under the SERP.  For
avoidance of doubt, the Severance Payments payable under this Agreement shall be
disregarded when determining the Executive’s Final Average Salary (as defined
under the Kaman Corporation Amended and Restated Employees’ Pension Plan) for
purposes of calculating the benefits payable under the SERP as modified by this
Section 5.1(d).

     

    (e) If
the Executive would have become entitled to benefits under the Company’s
post-retirement health care plans, as in effect immediately prior to the Date of
Termination or, if more favorable to the Executive, as in effect immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason, had the Executive’s employment terminated at any time during the period
of twenty-four (24) months after the Date of Termination, the Company shall
provide such post-retirement health care benefits to the Executive and the
Executive’s dependents commencing on the later of (i) the date on which such
coverage would have first become available and (ii) the date on which benefits
described in Section 5.1 (b) terminate.

     

    (f) The
Company (i) shall establish an irrevocable grantor trust holding an amount of
assets sufficient to pay all remaining premiums (which trust shall be required
to pay such premiums), under any insurance policy maintained by the Company
insuring the life of the Executive that is in effect and (ii) shall transfer to
the Executive any and all rights and incidents of ownership in such arrangements
at no cost to the Executive. Notwithstanding the foregoing, in no event shall
the Company establish or fund any such rabbi trust in a manner or on terms that
would result in the imposition of any tax, penalty or interest under Section
409A(b)(1) of the Code and in no event shall the Company be obligated to, nor
shall it, fund any such rabbi trust "in connection with a change in the
employer's financial health" within the meaning of Section 409A(b)(2) of the
Code.  In the event that one or more premiums become due and payable
during the six-month period beginning on the Executive’s employment termination,
the Company shall timely notify the Executive so that any such premium payment
can be made by the Executive directly to the insurance carrier.  At
the end of such six-month period, the Company shall reimburse the Executive for
all such premiums paid by the Executive, with interest at the applicable federal
rate under Section 1274 of the Code, determined as of the Date of
Termination.

     

    
      
         

      

      
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    (g) The
Company shall provide the Executive with reimbursement for up to Thirty Thousand
Dollars ($30,000) in the aggregate for outplacement services, relocation costs,
or both provided however that reimbursement shall only be provided until the
earlier of the first anniversary of the Date of Termination or the Executive’s
first day of employment with a new employer.  It is intended that
reimbursements under this Section 5.1(g) shall not constitute a “deferral of
compensation” for purposes of Section 409A of the Code pursuant to Treas. Reg.
Sect. 1.409A-1(a)(9)(v)(A) and (C).

     

    (h) The
Executive shall be entitled to the Company automobile provided to the Executive
immediately prior to employment termination under this Section 5.1 at no cost
for a period of six months after employment termination (the “Car Lease
Benefit”).  Notwithstanding the foregoing, the Executive must pay the
Company for the fair market value of the Car Lease Benefit to the extent that
it, when added to the cost of continued accidental death and dismemberment
coverage under Section 5.1(b) during this six month period, exceeds the
applicable dollar amount under Section 402(g)(1)(B) of the Code.  It
is intended that the Car Lease Benefit qualify as a “limited payment” of an “in
kind” benefit under Treas. Reg. Sect. 1.409A-1(a)(9)(v)(C) and
(D).  The Company shall continue to maintain an insurance policy that
will cover the Executive’s use during the period of the Car Lease
Benefit.

     

    (i) On
the first business day following expiration of the Car Lease Benefit, the
Company shall transfer all of its then current rights to the Company automobile
described in Section 5.1(h) above to the Executive.

     

    (j) The
Executive acknowledges that the Car Lease Benefit (less payments by the
Executive, if any) and the Company’s transfer of its rights to the Company
automobile to the Executive will constitute taxable compensation reportable by
the Company on IRS Form W-2.

     

    5.2    Section
4999 Excise Tax.

     

    (a) If
any payments, rights or benefits (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement of Executive with the
Company or with any person affiliated with the Company and whether or not the
Executive’s employment has then terminated (the “Payments”)) received or to be
received by Executive will be subject to the tax (the “Excise Tax”) imposed by
Section 4999 of the Code (or any similar tax that may hereafter be imposed),
then, except as set forth in Section 5.2(b) below, the Company shall pay to
Executive an amount in addition to the Payments (the “Gross-Up Payment”) as
calculated below. The Gross-Up Payment shall be in an amount such that, after
deduction of any Excise Tax on the Payments and any federal, state and local
income and employment tax and Excise Tax on the Gross-Up Payment, but before
deduction for any federal, state or local income and employment tax on the
Payments, the net amount retained by the Executive shall be equal to the
Payments.

     

    
      
         

      

      
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    (b)
 Notwithstanding
anything in this Agreement to the contrary, if the amount of Payments that will
be subject to the Excise Tax does not exceed the amount of Payments that
Executive could receive without having any Payments become subject to the Excise
Tax by at least $100,000, then
Executive’s taxable cash-based benefits under this Agreement will first be
reduced in the order selected by Executive, and then, if necessary, Executive’s
equity-based compensation (based on the value of such equity-based compensation
as a “parachute payment” as defined in Treasury Regulations promulgated under
Section 280G of the Code and IRS revenue rulings, revenue procedures and other
official guidance) shall be reduced in the order selected by Executive, and then
any other Payments shall be reduced as reasonably determined by the Company, to
the extent necessary to avoid imposition of the Excise Tax. If Executive does
not select the amount to be reduced within the time prescribed by the Company,
the reductions specified herein shall be made by the Company in its sole
discretion from such compensation as it shall determine. Any amount so reduced
shall be irrevocably forfeited and Executive shall have no further rights to
receive it.

     

    (c) The
process for calculating the Excise Tax, determining the amount of any Gross-Up
Payment and other procedures relating to this Section 5.2 are set forth in
Appendix A attached hereto. For purposes of making the determinations and
calculations required herein, the Consultant may rely on reasonable, good faith
interpretations concerning the application of Section 280G and 4999 of the Code,
provided that the Consultant shall make such determinations and calculations on
the basis of “substantial authority” (within the meaning of Section 6662 of the
Code) and shall provide opinions to that effect to both the Company and
Executive.

     

    5.3    The
Company also shall reimburse the Executive for legal fees and expenses incurred
by the Executive in disputing in good faith any issue hereunder relating to the
termination of the Executive’s employment or in seeking in good faith to obtain
or enforce any benefit or right provided by this Agreement. Such payments shall
be made within ten (10) business days after delivery of the Executive’s written
request for payment accompanied with such evidence of fees and expenses incurred
as the Company reasonably may require.

     

     

    5.4    The
Company shall pay the cash amounts described in subsections (a) and (c)(iii) of
Section 5.1 and shall provide the benefits described in Section 5.1(f) and (i)
to the Executive on the first business day after the date that is six months
following the Date of Termination; provided, however, that in the case of a Post
January 1, 2009 Award under Section 5.1(c)(iii), the date for payment shall be
the later of (a) the date that such award is generally paid to other senior
executives and (b) the date that is the first business day after the date that
is six months after the Date of Termination.  The cash amounts
described in subsections (a) and (c)(iii) of Section 5 shall be paid with
interest at the applicable federal rate under Section 1274 of the Code,
determined as of the Date of Termination.  In addition, to the extent
that payment of the pro-rata portion of the annual bonus provided for in Section
4.1 is delayed until the date that it is the first business day after the date
that is six months following the Date of Termination as described above, the
pro-rata bonus 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 payment is made to the Executive hereunder. If payments are not made in the
time frame required by this subsection, interest on the unpaid amounts will
accrue at 120% of the rate provided in Section 1274(b)(2)(B) of the Code,
determined as of the first day following the time frame provided for herein,
until the date such payments are actually made. At the time that payments are
made under this Agreement, the Company shall provide the Executive with a
written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation,
any opinions or other advice the Company has received from the Consultant or
other advisors (and any such opinions or advice which are in writing shall be
attached to the statement).

     

    
      
         

      

      
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    5.5    Coordination
with Employment Agreement.

     

    Severance
Payments made under this Section 5 shall be in lieu of any severance benefit
payable to the Executive under the Executive’s Employment Agreement with the
Company or otherwise.

     

    6    Termination
Procedures and Compensation During Dispute.

     

    6.1    Notice
of Termination. After a Change in Control, any purported
termination of the Executive’s employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 9 of this Agreement. For purposes
of this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the
provision so indicated. Further, a Notice of Termination for Cause is required
to include a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering
such termination (after reasonable notice to the Executive and an opportunity
for the Executive, together with the Executive’s counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive was
guilty of conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail

     

    6.2    Date
of Termination. “Date of Termination,” with respect to any
purported termination of the Executive’s employment after a Change in Control,
shall mean (i) if the Executive’s employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Executive shall not have returned to the full-time performance of the
Executive’s duties during such thirty (30) day period), and (ii) if the
Executive’s employment is terminated for any other reason, the date specified in
the Notice of Termination (which, in the case of a termination by the Company,
shall not be less than thirty (30) days (except in the case of a termination for
Cause) and, in the case of a termination by the Executive, shall not be less
than fifteen (15) days nor more than sixty (60) days, respectively, from the
date such Notice of Termination is given).  For purposes of
determining the date on which to make the severance payments described under
Section 5.4, a “Date of Termination” 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).

     

    
      
         

      

      
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    6.3     Dispute
Concerning Termination. If within fifteen (15) days after any Notice of
Termination is given, or, if later, prior to the Date of Termination (as
determined without regard to this Section 6.3), the party receiving such Notice
of Termination notifies the other party that a dispute exists concerning the
termination, the Date of Termination shall be extended until the date on which
the dispute is finally resolved, either by mutual written agreement of the
parties or by a final judgment, order or decree of an arbitrator or a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected);
provided, however, that the Date of Termination shall be extended by a notice of
dispute given by the Executive only if such notice is given in good faith and
the Executive pursues the resolution of such dispute with reasonable
diligence.

     

    6.4    Compensation
During Dispute. If a purported termination occurs following a
Change in Control and the Date of Termination is extended in accordance with
Section 6.3 of this Agreement, the Company shall continue to pay the Executive
the full compensation in effect when the notice giving rise to the dispute was
given (including, but not limited to, salary) and continue the Executive as a
participant in all compensation, benefit and insurance plans in which the
Executive was participating when the notice giving rise to the dispute was
given, until the Date of Termination, as determined in accordance with Section
6.3 of this Agreement. Amounts paid under this Section 6.4 are in addition to
all other amounts due under this Agreement (other than those due under Section
4.1 of this Agreement) and shall not be offset against or reduce any other
amounts due under this Agreement. Notwithstanding anything to the contrary in
Section 6.3 and 6.4, if the Company, after delivery of a Notice of Termination,
promptly (and in any event within 30 days) determines that grounds existed prior
to the delivery of the Notice of Termination to terminate the Executive’s
employment for Cause after complying with the procedural requirements of this
Agreement, the Company shall have the right to recover any payments that have
been made to the Executive or on the Executive’s behalf under this Agreement
including but not limited to offset against or reduction of any amounts due
under this Agreement or otherwise.

     

    7.     No
Mitigation. The Company agrees that under this Agreement, if the
Executive’s employment with the Company terminates, the Executive is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 5 of this Agreement
or Section 6.4 of this Agreement. Further, the amount of any payment or benefit
provided for in this Agreement (other than as specifically provided in Section
5.1(b) of this Agreement) shall not be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by the Executive to
the Company, or otherwise.

     

    8.    Successors;
Binding Agreement.

     

    8.1    In
addition to any obligations imposed by law upon any successor to the Company,
the Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company to expressly assume and agree to perform this
Agreement in accordance with its terms.

     

    8.2    This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive shall die while any amount
would still be payable to the Executive hereunder (other than amounts which, by
their terms, terminate upon the death of the Executive) if the Executive had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive’s estate.

     

    
      
         

      

      
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    9.    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.

     

    10.    Obligations
after the Date of Termination.

     

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

     

    (b)
 Non-Solicitation.
In the event that the Executive receives Severance Payments under Section 5 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
10(b).

     

    
      
         

      

      
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    (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 Payments described in Section 5 of this Agreement, the Executive
agrees that for a period of two (2) years following the Date of Termination, 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 10(d).

     

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

     

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

     

    
      
         

      

      
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    (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 10 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 10 shall survive
the termination or expiration of the Executive’s employment with the Company and
shall be fully enforceable thereafter.

     

    11.     Conditions.
Any payments or benefits made or provided pursuant to this Agreement are subject
to the Executive’s:

     

    (a)
compliance with the provisions of Section 10 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 B (with such changes therein or additions thereto as needed under then
applicable law to give effect to its intent and purpose) within 21 days of
presentation thereof by the Company to the Executive (which presentation shall
be made by the Company no later than two (2) business days following the Date of
Termination); and

     

    
      
         

      

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

     

    If the
Executive fails to return an executed General Release to the Company within such
21 day period, 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 providing
written notice to the Company under Section 9 above.

     

    12.    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 the President of the Company or his designee. No waiver by either
party hereto at any time of any breach by the other party hereto of, or of any
lack of 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. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of Connecticut without regard to its conflicts of law
principles. Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law and any
additional withholding to which the Executive has agreed. The obligations of the
Company and the Executive under this Agreement which by their nature may require
either partial or total performance after its expiration shall survive any such
expiration.

     

    13.    Validity;
Counterparts. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. This Agreement
may be executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instrument.

     

    14.    Prior
Agreements. This Agreement supersedes and replaces the Prior Agreement.
This Agreement supersedes any other agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof which
have been made by either party. By signing this Agreement, the Executive
releases and discharges the Company from any and all obligations and liabilities
heretofore or now existing under or by virtue of the Prior
Agreement.

     

    15.    Coordination
with Employment Agreement. In the event that the Executive receives
compensation or benefits under the Executive’s Employment Agreement and
thereafter becomes entitled to similar compensation or benefits under this
Agreement, the compensation and benefits paid or provided under the Employment
Agreement shall be an offset against the similar compensation and benefits
payable or to be provided under this Agreement

     

    16.    Settlement
of Disputes. All claims by the Executive for benefits under this
Agreement shall be directed to and determined by the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim and shall further allow the Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that the Executive’s claim has been
denied.

     

    
      
         

      

      
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    17.    Arbitration.
Any further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Hartford, Connecticut,
in accordance with the rules of the American Arbitration Association then in
effect; provided, however, that the evidentiary standards set forth in this
Agreement shall apply. Judgment may be entered on the arbitrator’s award in any
court having jurisdiction. Notwithstanding any provision of this Agreement to
the contrary, the Executive shall be entitled to seek specific performance of
the Executive’s right to be paid until the Date of Termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.

     

    18.    Definitions.
For purposes of this Agreement, the following terms shall have the meanings
indicated below:

     

    (a) “Affiliate”
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
the Exchange Act.

     

    (b)
“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act.

     

    (c)
“Board” shall mean the Board of Directors of the Company.

     

    (d) “Cause”
for termination by the Company of the Executive’s employment shall mean (i) the
willful and continued failure by the Executive to substantially perform the
Executive’s duties with the Company (other than any such failure resulting from
the Executive’s incapacity due to physical or mental illness or any such actual
or anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 6.1 of this Agreement) after a
written demand for substantial performance is delivered to the Executive by the
Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed the Executive’s
duties, or (ii) the willful engaging by the Executive in conduct which is
demonstrably and materially injurious to the Company or its subsidiaries,
monetarily or otherwise. For purposes of clauses (i) and (ii) of this
definition, (x) no act, or failure to act, on the Executive’s part shall be
deemed “willful” unless done, or omitted to be done, by the Executive not in
good faith and without reasonable belief that the Executive’s act, or failure to
act, was in the best interest of the Company and (y) in the event of a dispute
concerning the application of this provision, no claim by the Company that Cause
exists shall be given effect unless the Company establishes to the Board by
clear and convincing evidence that Cause exists. 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.

     

    (e)
“Change in Control” for purposes of this Agreement shall mean any of the
following events, provided that such an event is not also a Management
Buyout:

     

    
      
         

      

      
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    (i)
any
Person is or becomes the Beneficial Owner directly or indirectly, of securities
of the Company representing thirty-five (35%) or more of the combined voting
power of the Company’s then outstanding voting securities generally entitled to
vote in the election of directors of the Company; provided, however, that no
Change in Control will be deemed to have occurred as a result of a change in
ownership percentage resulting solely from an acquisition of securities by the
Company or a transaction described in clause (A) of paragraph (III)
below;

     

    (ii)
during any period of two consecutive years, individuals who, as of the beginning
of such period, constitute the Board (the “Incumbent Board”) cease to constitute
at least a majority of the Board; provided, that any person becoming a director
of the Company subsequent to the beginning of such period whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest,
including but not limited to a consent solicitation, relating to the election of
directors of the Company and whose appointment or election was not approved by
at least a majority of the directors of the Company in office immediately before
any such contest;

     

    (iii) there is
consummated a Merger of the Company with any other business entity, other than
(A) a Merger which would result in the securities of the Company generally
entitled to vote in the election of directors of the Company outstanding
immediately prior to such Merger continuing to represent (either by remaining
outstanding or by being converted into such securities of the surviving entity
or any parent thereof), in combination with the ownership of any trustee or
other fiduciary holding such securities under an employee benefit plan of the
Company or any Subsidiary, at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such Merger, generally entitled to vote in the
election of directors of the Company or such surviving entity or any parent
thereof and, in the case of such surviving entity or any parent thereof, of a
class registered under Section 12 of the Exchange Act, or (B) a Merger effected
to implement a recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 35% or more of the combined voting power
of the Company’s then outstanding voting securities generally entitled to vote
in the election of directors of the Company; or

     

    (iv) the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated the sale or disposition by
the Company of all or substantially all of the Company’s assets, other than a
sale or disposition by the Company of all or substantially all of the Company’s
assets to an entity where the outstanding securities generally entitled to vote
in the election of directors of the Company immediately prior to the transaction
continue to represent (either by remaining outstanding or by being converted
into such securities of the surviving entity or any parent thereof) 50% or more
of the combined voting power of the outstanding voting securities of such entity
generally entitled to vote in such entity’s election of directors immediately
after such sale and of a class registered under Section 12 of the Exchange
Act.

     

    
      
         

      

      
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    Within
five (5) days after a Change in Control has occurred, the Company shall deliver
to the Executive a written statement memorializing the date that the Change in
Control occurred.

     

    (f) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any successor Code, and related rules, regulations and
interpretations.

     

    (g)
“Company” shall mean Kaman Corporation and, except in determining under Section
18(e) hereof whether or not any Change in Control of the Company has occurred,
shall include any successor to its business and/or assets.

     

    (h)
“Consultant” shall have the meaning set forth in Appendix A of this
Agreement.

     

    (i) “Date
of Termination” shall have the meaning set forth in Section 6.2 of this
Agreement.

     

    (j) “Disability”
shall be deemed the reason for the termination by the Company of the Executive’s
employment, if, as a result of the Executive’s incapacity due to physical or
mental illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Company for a period of six (6)
consecutive months, the Company shall have given the Executive a Notice of
Termination for Disability, and, within thirty (30) days after such Notice of
Termination is given, the Executive shall not have returned to the full-time
performance of the Executive’s duties.

     

    (k)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from
time to time.

     

    (l)
“Excise Tax” shall mean any excise tax imposed under Section 4999 of the
Code.

     

    (m)
“Executive”
shall mean the individual named in the preamble to this
Agreement

     

    (n) “Good
Reason” for termination by the Executive of the Executive’s employment shall
mean the occurrence (without the Executive’s express written consent) after any
Change in Control (if more than one Change in Control has occurred, any
reference to a Change in Control in this subsection (n) shall refer to the most
recent Change in Control), of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act
described in paragraph (i), (v), (vi), or (vii) below, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:

     

    (i) the
assignment to the Executive of any duties inconsistent with the Executive’s
status as Senior Vice President-Finance (in the event that a Change in Control
occurs prior to the retirement of Robert M. Garneau as Chief Financial Officer)
or Senior Vice President and Chief Financial Officer (in the event that a Change
in Control occurs on or after the retirement of Robert M. Garneau as Chief
Financial Officer), as the case may be, of the Company or a substantial
diminution in the nature or status of the Executive’s responsibilities from
those in effect immediately prior to the Change in Control;

     

    
      
         

      

      
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    (ii) a
reduction by the Company in the Executive’s annual Base Salary as in effect on
the date of this Agreement or as the same may be increased from time to
time;

     

    (iii) the
relocation of the Executive’s principal place of employment to a location more
than 50 miles from the Executive’s principal place of employment immediately
prior to the Change in Control or the Company’s requiring the Executive to be
based anywhere other than such principal place of employment (or permitted
relocation thereof) except for required travel on the Company’s business to an
extent substantially consistent with the Executive’s business travel obligations
immediately prior to the Change in Control;

     

    (iv) the
failure by the Company to pay to the Executive any portion of the Executive’s
current compensation, or to pay to the Executive any portion of an installment
of deferred compensation under any deferred compensation program of the Company,
within thirty (30) days of the date such compensation is due;

     

    (v) the
failure by the Company to continue in effect any compensation plan in which the
Executive participates immediately prior to the Change in Control which is
material to the Executive’s total compensation (including, but not limited to,
the Kaman Corporation Compensation Administration Plan, Kaman Corporation Cash
Bonus Plan, and Kaman Corporation 2003 Stock Incentive Plan), unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or the failure by the Company to
continue the Executive’s participation therein (or in such substitute or
alternative plan) on a basis not materially less favorable, both in terms of the
amount or timing of payment of benefits provided and the level of the
Executive’s participation relative to other participants, as existed immediately
prior to the Change in Control;

     

    (vi) the
failure by the Company to continue to provide the Executive with benefits
substantially similar to those enjoyed by the Executive under any of the
Company’s life insurance, health and accident, or disability plans in which the
Executive was participating immediately prior to the Change in Control, the
taking of any other action by the Company which would directly or indirectly
materially reduce any of such benefits or deprive the Executive of any material
fringe benefit enjoyed by the Executive at the time of the Change in Control, or
the failure by the Company to provide the Executive with the number of paid
vacation days to which the Executive is entitled on the basis of years of
service with the Company in accordance with the Company’s normal vacation policy
in effect at the time of the Change in Control, provided, however, that this
paragraph shall not be construed to require the Company to provide the Executive
with a defined benefit pension plan if no such plan is provided to similarly
situated executive officers of the Company or its Affiliates; 

     

    (vii) any
purported termination of the Executive’s employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of Section 6.1
of this Agreement; for purposes of this Agreement, no such purported termination
shall be effective; or

     

    
      
         

      

      
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    (viii)
the failure of any successor to Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform
this Agreement in accordance with its terms prior to the effectiveness of any
such succession.

     

    The
Executive’s right to terminate the Executive’s employment for Good Reason shall
not be affected by the Executive’s incapacity due to physical or mental illness.
The Executive’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any act or failure to act constituting Good
Reason hereunder.

     

    Notwithstanding
anything to the contrary above, the Executive shall not have “Good Reason” to
terminate employment due solely to one or more of the following events: (1)
there is a diminution of the business of the Company or any of its subsidiaries,
including, without limitation, a sale or other transfer of property or other
assets of the Company or its subsidiaries, or a reduction in the Executive’s
business unit’s head count or budget, or (2) a suspension of the Executive’s
position, job functions, authorities, duties and responsibilities while on paid
administrative leave due to a reasonable belief by the Board that the Executive
has engaged in conduct that would give adequate grounds to terminate the
Executive’s employment for Cause.

     

    (o)
“Gross-Up
Payment” shall have the meaning set forth in Section 5.2 of this
Agreement.

     

    (p)
“Management Buyout” means any event or transaction which would otherwise
constitute a Change in Control (a “Transaction”) if, in connection with the
Transaction, the Executive, members of the Executive’s immediate family, and/or
the “Executive’s Affiliates” (as defined below) participate, directly or
beneficially, as an equity investor in, or have the option or right to acquire,
whether or not vested, equity interests of, the acquiring entity or any of its
Affiliates (the “Acquiror”) having a percentage interest therein greater than
1%. For purposes of the preceding sentence, a party shall not be deemed to have
participated as an equity investor in the Acquiror by virtue of (i) obtaining
beneficial ownership of any equity interest in the Acquiror as a result of the
grant to the party of an incentive compensation award under one or more
incentive plans of the Acquiror (including, but not limited to, the conversion
in connection with the Transaction of incentive compensation awards of the
Company into incentive compensation awards of the Acquiror), on terms and
conditions substantially equivalent to those applicable to other employees of
the Company at a comparable level as such party immediately prior to the
Transaction, after taking into account normal differences attributable to job
responsibilities, title and the like, or (ii) obtaining beneficial ownership of
any equity interest in the Acquiror on terms and conditions substantially
equivalent to those obtained in the Transaction by all other shareholders of the
Company or (iii) the party’s interests in any tax-qualified defined benefit or
defined contribution pension or retirement plan in which such party or any
family member is a participant or beneficiary. The “Executive’s Affiliates” at
any time consist of any entity in which the Executive and/or members of the
Executive’s immediate family then own, directly or beneficially, or have the
option or right to acquire, whether or not vested, greater than 10% of such
entity’s equity interests, and all then current directors and executive officers
of the Company who are members of any group, that also includes the Executive, a
member of the Executive’s immediate family and/or any such entity, in which the
members have agreed to act together for the purpose of participating in the
Transaction. The Executive’s immediate family consists of the Executive’s
spouse, parents, children and grandchildren.

     

    
      
         

      

      
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    (q) “Merger”
means a merger, share exchange, consolidation or similar business combination
under applicable law.

     

    (r) “Notice
of Termination” shall have the meaning set forth in Section 6.1 of this
Agreement.

     

    (s)
“Payments” shall have the meaning set forth in Section 5.1 of this
Agreement.

     

    (t)
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its direct or indirect Subsidiaries,
(ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions and with substantially the same voting rights as their
ownership and voting rights with respect to the Company.

     

    (u)
“Subsidiary” shall mean any corporation within the meaning of Section 424(f) of
the Code.

     

    (v)
“Term” shall mean the period of time described in Section 2 of this
Agreement.

     

    19.    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.  Reference to paying an
annual bonus at the same time as paid to other senior executives shall mean that
the payment date is to be determined under the terms of the Company’s annual
bonus plan or program then in effect.  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.

     

     

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties have executed this agreement.

     

    


      
        	 
      Kaman
      Corporation	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      
	 
      	
                /s/ Neal
      J. Keating

              	 
      	 
      11/13/08
	
                By:

              	
                Neal
      J. Keating

              	 
      	
                Date

              
	
                Its:

              	
                President
      and Chief Executive Officer

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                EXECUTIVE

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	/s/
      William C. Denninger	 
      	 
      11/12/08
	 
      	 
      	 
      	
                Date

              
	 
      	 
      	 
      	 
      
	 
      	
                William
      C. Denninger

              	 
      	 
      


      



    
      
         


      

      
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    APPENDIX
A

     

    TAX
GROSS-UP PAYMENT RULES AND PROCEDURES

     

    1.           Subject
to Paragraph 3 below, all determinations required to be made under Section 5.2
of this Agreement, including whether a Gross-Up Payment is required and the
amount of such Gross-Up Payment, shall be made by an accounting firm (the
“Consultant”) selected in accordance with Paragraph 2 below. The Consultant
shall provide detailed supporting calculations both to the Company and Executive
within 15 business days of the event that results in the potential for an excise
tax liability for the Executive, which could include but is not limited to a
Change in Control and the subsequent vesting of any cash payments or awards, or
the Executive’s termination of employment, or such earlier time as is required
by the Company. The initial Gross-Up Payment, if any, as determined pursuant to
this Paragraph 1, shall be paid on the Executive’s behalf to the applicable
taxing authorities within five (5) days of the receipt of the Consultant’s
determination, but in no event later than the end of the calendar year next
following the calendar year in which the related taxes are remitted to the
applicable taxing authorities.  If the Consultant determines that the
Executive is not subject to Excise Tax, it shall furnish the Executive with a
written report indicating that he has substantial authority not to report any
Excise Tax on his federal income tax return. Any determination by the Consultant
shall be binding upon the Company and Executive. As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial
determination by the Consultant hereunder, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made
(“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
Paragraph 3 below and Executive thereafter is required to make a payment or
additional payment of any Excise Tax, the Consultant shall determine the amount
of the Underpayment that has occurred and any such Underpayment, increased by
all applicable interest and penalties associated with the Underpayment, shall be
promptly paid by the Company to or for the benefit of Executive. For purposes of
determining the amount of the Gross-Up Payment, Executive shall be deemed to pay
federal income tax at the highest marginal rate of federal income taxation in
the calendar year in which the Gross-Up Payment is to be made and state and
local income taxes on earned income at the highest marginal rate of taxation in
the state and locality of Executive’s residence on the Date of Termination, (or
the date of the Change in Control if the Executive is subject to Excise Tax
prior to the issuance of a Notice of Termination) net of the maximum reduction
in federal income taxes which could be obtained from deduction of such state and
local taxes.

     

    2.           The
Consultant shall be a nationally recognized public accounting firm, benefits
consultant or law firm proposed by the Company and agreed upon by the Executive.
If Executive and the Company cannot agree on the firm to serve as the Consultant
within ten (10) days after the date on which the Company proposed to Executive
an entity to serve as the Consultant, then Executive and the Company shall each
select one and those two firms shall jointly select the entity to serve as the
Consultant within ten (10) days after being requested by the Company and
Executive to make such selection. The Company shall pay the Consultant’s
fee.

     

    
      
         

      

      
        20

        
          
 

      

      
         

      

    

     

    3.           Executive
shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-Up
Payment. Such notification shall be given as soon as practicable, but no later
than fifteen (15) business days after Executive knows of such claim and
Executive shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. Executive shall not pay such claim
prior to the expiration of the period ending on the date that any payment of
taxes with respect to such claim is due or the thirty day period following the
date on which Executive gives such notice to the Company, whichever period is
shorter. If the Company notifies Executive in writing prior to the expiration of
such period that it desires to contest such claim, Executive shall (i) give the
Company any information reasonably requested by the Company relating to such
claim, (ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company, (iii) cooperate with the Company
in good faith in order effectively to contest such claim, and (iv) permit the
Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including attorneys fees and any additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation of the foregoing provisions of
this Paragraph 3, the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect to such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax and income tax, including
interest or penalties with respect thereto, imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company’s control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other
authority.

     

    4.           If,
after the receipt by Executive of an amount advanced by the Company pursuant to
Paragraph 3 above, Executive becomes entitled to receive any refund with respect
to such claim, Executive shall (subject to the Company’s complying with the
requirements of Paragraph 3), promptly pay to the Company the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).

     


    
      
         


      

      
        21

        
          
 

      

      
         


      

    


    APPENDIX
B

     

    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 Employment Agreement, other than as
specifically provided under the Change in Control Agreement between Employer and
Executive effective as of November 17, 2008 (the “Change in Control
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 11 of the Change in Control 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 Change in Control 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:

     

    
      
         

      

      
        22

        
          
 

      

      
         

      

    

     

    
      	
              -  

            	
              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; (ii) Employee’s rights under the provisions of the Change in
Control 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 under the Change in
Control Agreement. Employee also affirms Executive has no known workplace
injuries.

     

    
      
         

      

      
        23

        
          
 

      

      
         

      

    

     

    7.           Cooperation;
Return of Property.  In accordance with Section 10(f) of the
Change in Control 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. The Employee represents the Executive has complied with
Section 10(e) of the Change in Control Agreement regarding the return of
Employer property and records.

     

    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 Change in Control Agreement which are intended to survive termination of
the Change in Control Agreement, including but not limited to those contained in
Section 10 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.

     

    
      
         

      

      
        24

        
          
 

      

      
         

      

    

     

    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 CHANGE
IN CONTROL 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:

              	 
      
	 
      	 
      	 
      


      


      
        
           


        

        
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