ex10-bi.htm


    
      

    
Exhibit 10(b)(i)

     

     

    KAMAN
CORPORATION

    


    EMPLOYEES
STOCK PURCHASE PLAN

    


    As
Amended through September 23, 2008

    


     

    1. Purpose;
Authorized Shares.  The Kaman Corporation Employees Stock Purchase
Plan (the "Plan") was adopted by the Board of Directors (the "Board") of Kaman
Corporation (the "Corporation") on February 28, 1989 for the purpose of
providing employees of the Corporation and its subsidiaries an opportunity to
purchase Kaman Corporation common stock through payroll deductions during
consecutive offerings commencing July 1, 1989.  As of November 18,
1997, One Million Five Hundred Thousand (1,500,000) shares of the Corporation's
common stock in the aggregate including shares previously authorized for
issuance pursuant to the Plan but unissued as of such date were approved for
purposes of the Plan by the Board.  As of December 31, 2007, Four
Hundred Twenty One Thousand Two Hundred Seventy-Seven (421,277) shares of common
stock remained available for purchase under the Plan.

     

    2. Offering
Periods.  Each offering shall be made over a period of one
or  more whole or partial Plan Years as determined by the Committee
(as defined in paragraph 3), provided that in no event shall an offering period
be greater than five (5) Plan Years.

     

    3. Administration.  The
Plan will be administered by a committee (the "Committee") appointed by the
Board, consisting of at least three of its members.  Members of the
Committee shall not be eligible to participate in the Plan.  The
Committee will have authority to make rules and regulations for the
administration of the Plan, and its interpretations and decisions with respect
to the Plan shall be final and conclusive.  Absent some other
provision by the Board, the power and responsibilities of the Committee shall be
vested in and assumed by the Personnel and Compensation Committee of the
Board.

     

    
      
        
        

      

      
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    4. Eligibility.  All
full-time regular employees of the Corporation and its subsidiaries, with at
least three (3) months of service as of the effective date of each offering
hereunder, will be eligible to participate in the Plan, subject to such rules as
may be prescribed from time to time by the Committee.  Such rules,
however, shall neither permit nor deny participation in the Plan contrary to the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),
including, but not limited to, Section 423 thereof, and regulations promulgated
thereunder.  To the extent consistent with Code Section 423, and
regulations promulgated thereunder, the Committee may permit persons who are not
full-time regular employees of the Corporation or one of its subsidiaries at the
commencement of an offering period, or who have not satisfied the aforementioned
three (3) month service requirement at the commencement of an offering period,
to participate in such offering beginning on the date or at a specified date
after such person has been a full-time, regular employee of the Corporation or
one of its subsidiaries for at least three (3) months.  No employee
may be granted a right under the Plan if such employee, immediately after the
right is granted, would own five percent (5%) or more of the total combined
voting power or value of the stock of the Corporation or any
subsidiary.  For purposes of the preceding sentence, the rules of
Section 424(d) of the Code shall apply in determining stock ownership of an
employee, and stock which the employee may purchase under outstanding rights
shall be treated as stock owned by the employee.

     

    5. Participation.  An
eligible employee may begin participation in an offering at any time by
completing and forwarding a payroll deduction authorization form to the
employee's appropriate payroll location.  The form will authorize a
regular payroll deduction from the employee's compensation, and must specify the
date on which such deduction is to commence.  The authorization may
not be retroactive.

     

    
      
        
        

      

      
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    6. Deductions.  Payroll
deduction accounts will be maintained for all participating
employees.  An employee may authorize a payroll deduction in terms of
dollars and cents per payroll period of not less than $1.00 or more than ten
(10%) percent of the compensation of the employee during any such payroll
period.

     

    7. Deduction
Changes.  An employee may at any time increase or decrease the
employee's payroll deduction by filing a new payroll deduction authorization
form.  The change may not become effective sooner than the next pay
period after receipt of the form.  A payroll deduction may be
increased only twice and may be reduced only twice during any Plan Year of an
offering period, unless any such additional change is required to permit the
purchase of the whole number of shares for which rights have been granted to the
employee under the provisions of paragraph 10.

     

    8. Interest.  Since
the amount of time that the Corporation will be holding funds withheld from
employees' compensation is minimal, no interest will be credited to employees'
accounts.

     

    9. Withdrawal
of Funds.  An employee may at any time and for any reason permanently
withdraw the balance of funds accumulated in the employee's payroll deduction
account, and thereby withdraw from participation in an offering.  Upon
any such withdrawal, the employee shall be entitled to receive in cash the value
of any fractional share (rounded to four decimal places) allocated to such
employee's account determined on the basis of the market value thereof as of the
date of withdrawal.  The employee may thereafter begin participation
again only once during each Plan Year of an offering period.  Partial
withdrawals will  not be permitted.

     

    
      
        
        

      

      
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    10. Purchase
of Shares.  Subject to the payroll deduction limitation set forth in
paragraph 6 and the limitation below, each employee participating in an offering
under this Plan will be granted a right to purchase shares of the Corporation's
common stock which have an aggregate purchase price (determined under paragraph
11) equal to the sum of (a) up to ten percent (10%) of his or her compensation
during each pay period of each offering period in which he or she participates
and (b) any cash dividends reinvested in accordance with paragraph
12.  In no event may an employee be granted a right which permits such
employee's rights to purchase stock under this Plan, and any other stock
purchase plan of the Corporation and its subsidiaries, to accrue at a rate which
exceeds $25,000 of fair market value of stock (determined at the date of grant
of the right) for each calendar year in which the right is outstanding at any
time.  No right may be exercised in any manner other than by payroll
deduction as specified in paragraph 6 or dividend reinvestment as specified in
paragraph 12.

     

    11. Purchase
Price and Payment.  The purchase price to participating employees for
each share of common stock purchased under the Plan will be 85% of its market
value at the time of purchase.  Purchases of shares pursuant to the
Plan shall be made on the fifteenth (15th) day of each month.  The
number of whole and fractional shares allocated to each employee's account as of
each date of purchase shall be based upon the balance of funds in an employee's
account available for the purchase of shares as of the close of the immediately
preceding month.  A participating employee's payroll deduction account
shall be charged with the purchase price of each whole and fractional share
allocated to the employee as of the date of purchase and the employee shall be
deemed to have exercised a right to acquire such whole and fractional share as
of such date.  Additional shares covered by the participating
employee's rights under the Plan will be purchased in the same manner, provided
funds have again accrued in his or her account.

     

    
      
        
        

      

      
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    12. Dividends.  Any
cash dividends paid with respect to the shares held under the Plan shall be paid
in cash to the participating employees for whom shares are so held on the basis
of the number of whole and fractional shares so held or, if a participating
employee so elects, such dividends shall be combined with payroll deductions,
added to the funds held under the Plan, and applied to the purchase of
additional shares of stock purchased pursuant to the Plan.  A
participating employee choosing to have dividends reinvested under this
paragraph may terminate such election during an offering period by filing a
written form at the appropriate payroll location, but may thereafter resume his
or her election to reinvest such cash dividends only once during each Plan Year
of an offering period.  An election to either stop or resume dividend
reinvestment will be effective with respect to the dividend payment next
following receipt of the form; provided that if the form is filed within thirty
(30) days before a dividend record date declared by the Board, then such
election will not be effective with respect to that particular dividend
declaration.

     

    13. Stock
Issuances.  Shares of the Corporation’s common stock will only be
issued to participating employees promptly after their request or promptly after
the participating employee's withdrawal from the Plan for any
reason.  All shares of the Corporation’s common stock issued pursuant
to the Plan shall be issued in uncertificated form subject to the right of any
participating employee to request that his or her shares be issued in
certificated form.

     

    
      
        
        

      

      
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    14. Registration
of Shares.  Shares of the Corporation’s common stock may be registered
only in the name of the employee, or if the employee so indicates on the
employee's payroll deduction authorization form, in the employee's name jointly
with a member of the employee's family (provided that such family member has
reached the age of majority), with right of survivorship.  An employee
who is a resident of a jurisdiction which does not recognize such a joint
tenancy may have shares registered in the employee's  name as tenant
in common with a member of the employee's family (provided such family member
has reached the age of majority), without right of survivorship.

     

    15. Definitions.  The
following terms when used herein shall have the meanings set forth
below:

     

    
      	
              a.  

            	
              The
      phrase "market value" or "fair market value" means the closing price of
      the Corporation's common stock in the Over-the-Counter NASDAQ Global
      Market, as reported in the Hartford, Connecticut local issue of The Wall
      Street Journal, on the business day immediately preceding the day of
      purchase or the effective date of the offering as the context
      requires.

            


    

     

    
      	
              b.  

            	
              The
      term "subsidiary" means a subsidiary of the Corporation within the meaning
      of Section 424(f) of the Internal Revenue Code and the regulations
      thereunder, provided, however, that each consecutive offering under this
      Plan shall not be deemed to cover the employees of any subsidiary acquired
      or established after the effective date of such offering, unless so
      authorized by the Committee.

            


    

     

    
      	
              c.  

            	
              A
      "Plan Year" means the calendar
year.

            


    

     

    16. Rights as
a Shareholder.  None of the rights or privileges of a shareholder of
the Corporation shall exist with respect to (a) rights granted to a
participating employee under the Plan or, (b) except as provided in paragraph
12, any fractional shares credited to the participating employee's
account.

     

    
      
        
        

      

      
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    17. Rights on
Retirement, Death or Termination of Employment.  In the event of a
participating employee's retirement, death or termination of employment, no
payroll deduction shall be taken from any pay due and owing to an employee at
such time, and the balance in the employee's account (including the value of any
fractional shares calculated in the manner described in paragraph 9) shall be
paid to the employee or, in the event of the employee's death, to the employee's
beneficiary; provided, however, that in the event shares credited to the account
of a deceased employee would have been issued to the employee and a joint tenant
with right of survivorship as permitted in paragraph 14 if issued immediately
prior to such employee's death, then such shares shall be issued to such joint
tenant, if living at the time such shares are issued.

     

    A
participating employee may designate a beneficiary by completing and forwarding
a beneficiary designation form to the employee’s appropriate payroll
location.  Except where a participating employee has designated that
shares allocated to such employee are to be registered in the name of the
employee and a family member as joint tenants, with rights of survivorship, and
such family member survives the employee, upon the employee’s death, the
Corporation shall transfer to the beneficiary all shares then allocated to the
employee’s account under the Plan.  In the case of shares to be
registered in the name of the employee and a tenant in common, the beneficiary
shall only receive the employee’s interest in such shares.  The
Corporation shall also transfer to the beneficiary any funds remaining in the
employee’s payroll deduction account at the time of the employee’s
death.

     

    
      
        
        

      

      
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    If the
employee has no beneficiary designated, or if the beneficiary predeceased the
employee, the employee’s estate shall be deemed to be the employee’s
beneficiary.

     

    18. Obligation
of Corporation to Purchase.  In the event of personal or family
circumstances of an emergency nature, for a period of one year after the
exercise of a right to purchase a share or shares as described in paragraphs 10
and 11, a participating employee shall have the right to offer such shares back
to the Corporation at the price at which such shares were purchased, and the
Corporation shall have the obligation to make such repurchase.

     

    19. Rights
Not Transferable.  Rights under this Plan are not transferable by a
participating employee and are exercisable during an employee's lifetime only by
the employee.

     

    20. Application
of Funds.  All funds received or held by the Corporation under this
Plan may be used for any corporate purpose.

     

    21. Adjustment
in Cases of Changes Affecting Common Stock.  In the event of any
merger, consolidation, reorganization, recapitalization, stock dividend,
combination, issuance of rights, split-up or spin-off of the Corporation, or the
like, the number of shares approved for this Plan shall be increased
appropriately and such other adjustments to the terms of this Plan shall be made
as may be deemed equitable by the Board.  In the event of any other
change affecting such stock, such adjustments shall be made as may be deemed
equitable by the Board to give proper effect to such event.

     

    
      
        
        

      

      
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    22. Amendment
of the Plan.  The Board may at any time, or from time to time, amend
this Plan in any respect, except that, without the approval of a majority of the
voting power of all shares of the Corporation then issued and outstanding and
entitled to vote on the matter by applicable law, or such further shareholder
approval as may be needed to comply with the requirements of Section 423 of the
Code, no amendment shall be made (i) increasing the number of shares approved
for this Plan (other than as provided in paragraph 21); (ii) decreasing the
purchase price per share; (iii) withdrawing the administration of this Plan from
the Committee; or (iv) changing the designation of subsidiaries eligible to
participate in the Plan, except adding a subsidiary as provided in paragraph
15(b).

     

    23. Termination
of Plan.  This Plan and all rights of employees under an offering
hereunder shall terminate:

     

    
      	
              a.  

            	
              on
      the date that participating employees' accumulated payroll deductions
      pursuant to paragraph 6 and amounts reinvested pursuant to paragraph 12
      are sufficient to purchase a number of shares equal to or greater than the
      number of shares remaining available for purchase.  If the
      number of shares so purchasable is greater than the shares remaining
      available, the available shares shall be allocated by the Committee among
      such participating employees in such manner as it deems equitable,
      or

            


    

     

    
      	
               
      b.  

            	
              at
      any time at the discretion of the
Board.

            


    

     

    Upon termination of the Plan all
amounts in the accounts of participating employees not applied to the purchase
of shares hereunder, together with the value of any fractional shares calculated
in the manner described in paragraph 9, shall be promptly refunded.

     

    
      
        
        

      

      
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    24. Government
Regulations.  The Corporation's obligation to sell and deliver shares
of its common stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such stock.

     

    25. Shares
Used to Fund Plan.  The Corporation may utilize unissued shares to
fund the Plan.  Purchases of outstanding shares may also be made
pursuant to and on behalf of the Plan, upon such terms as the Corporation may
approve, for delivery under the Plan.

     

    26. Qualified
Plan.  This Plan is intended to qualify as an Employee Stock Purchase
Plan as defined in Section 423 of the Code.  The term "right" as used
herein shall mean "option" as used in Section 423, and is used herein only to
avoid confusion with "options" granted under the Kaman Corporation 2003 Stock
Incentive Plan.

     

    27. Successor
Corporation.  The rights and obligations of the Corporation under this
Plan shall inure to and be binding upon any successor to all or substantially
all of the Corporation's assets and business.

     

    28. Business
Days.  If any event provided for in this Plan is scheduled to take
place on a day which is not a business day then such event shall take place on
the immediately preceding business day.

    


    


     

    


     


    
      
         


      

      
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