Unassociated Document


    RESTRICTED
STOCK UNIT AGREEMENT

    (Under
the Kaman Corporation

    2003
Stock Incentive Plan)

    


    THIS
AGREEMENT, made and entered into as of the ___ day of _______, 20___, by and
between KAMAN CORPORATION, a Connecticut corporation, with its principal office
in Bloomfield, Connecticut (the “Corporation”), and _________________, (the
“Participant”).

    


    WITNESSETH:

    


    WHEREAS,
it has been determined that the Participant, who currently serves as _________
of the Corporation, is an Eligible Person under the Corporation’s 2003 Stock
Incentive Plan (the “Plan”);

    


    WHEREAS,
effective _________, the Corporation has granted a Restricted Stock Unit Award
to the Participant pursuant to the Plan and subject to the terms and conditions
set forth in this Agreement; and

    


    WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan;

    


    NOW
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the parties agree as follows:

     

    Section
1.  Restricted Stock Unit
Award.

     

    (a) Subject to the terms and
conditions of this Agreement and the Plan, the Corporation hereby grants an
Award of _________________ (_____) Restricted Stock Units (the “Units”) to the
Participant.  In
consideration of the benefits described in this Agreement, which Participant
acknowledges are good, valuable and sufficient consideration, the Participant
agrees to comply with the terms and conditions of this Agreement.  The
Units and this Agreement are subject to the terms and provisions of the
Plan.  By executing this Agreement, the Participant agrees to be bound
by the terms and provisions of the Plan and this Agreement.

     

    (b) In
order for this grant of the Units to take effect, the Participant must execute
and deliver a copy of this Agreement to the Vice President – Human Resources of
the Corporation at the Corporation’s offices in Bloomfield, Connecticut within
sixty (60) days of the date of this Agreement.  If the Agreement is
not executed and delivered as set forth herein, the Participant shall not be entitled to
this grant of Units regardless of the extent to which the vesting requirements
in Section 2 are satisfied.

     

    Section
2.  Vesting.

     

    (a) Vesting
Generally.  No portion of this Award may be received until such
portion shall have vested.  Except as otherwise provided herein, the
Units shall vest in accordance with Exhibit A hereto,
provided in each case that the Participant is then, and since the date of grant
has continuously been, employed by the Corporation or one of its
Subsidiaries.  The Participant shall vest in the Units only if the
Participant is continuously employed by the Corporation or its Subsidiaries from
the date the Units are granted through the end of the vesting period, except as
otherwise provided herein or as otherwise provided by the
Committee.  Transfer of employment between the Corporation and its
Subsidiaries, or from one Subsidiary to another, shall not constitute a
separation from employment hereunder, and service time with such entities shall
be aggregated for the purposes of the vesting period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Early Vesting Upon Change in
Control.  Notwithstanding the vesting schedule set forth in
Exhibit A, but
subject to the other terms and conditions set forth herein, upon the effective
date of a Change in Control, all of the Participant’s unvested Units shall
immediately and unconditionally become vested.

     

    (c) Vesting Upon Termination of
Employment Generally.  If the Participant’s employment by the
Corporation or any of its Subsidiaries is voluntarily or involuntarily
terminated for any reason (excluding death, Disability or retirement at or after
62 years of age under the terms of the Kaman Corporation Employees’ Pension Plan
(“Retirement”)), the Participant’s right in any Units that are not vested shall
automatically terminate upon the effective date of such termination of
employment with the Corporation and its Subsidiaries and such Units shall be
canceled as provided within the terms of the Plan and shall be of no further
force and effect.  In the event of such termination, the Corporation,
as soon as practicable following the effective date of termination, shall settle
any of the Participant’s vested Units in accordance with Section 3 hereof that
have not been otherwise settled prior to such event.

     

    (d) Vesting Upon Death,
Disability or Retirement.  If the Participant’s employment by
the Corporation or its Subsidiaries is terminated by reason of the Participant’s
death, Disability or Retirement, during the Restriction Period, then upon the
effective date of such event, all of the Participant’s unvested Units shall
immediately and unconditionally become vested.

     

    (e) Section
409A.  Notwithstanding anything in the Plan or this Agreement
to the contrary, if the vesting of the balance, or any portion of the balance,
of the Units is accelerated in connection with the Participant’s Retirement or
other termination of employment (provided that such termination is a “separation
from service” within the meaning of Section 409A, as determined by the
Corporation), other than due to death, and if (i) the Participant is a
“specified employee” within the meaning of Section 409A at the time of such
termination and (ii) the payment of such accelerated Units will result in the
imposition of additional tax under Section 409A if paid to you on or within the
six (6) month period following your termination of employment, then the payment
of such accelerated Units otherwise payable to the Participant during such six
(6) month period will accrue and will be paid to the Participant on the date six
(6) months and one (1) day following the date of the Participant’s termination
of employment, unless the Participant dies following his or her termination of
employment, in which case the Units will be paid in shares of Stock to the
Participant’s estate as soon as practicable following the Participant’s
death.  It is the intent of this Agreement to comply with the
requirements of Section 409A so that none of the Units provided under this
Agreement or shares of Stock issuable thereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply.  For purposes of this Agreement, “Section
409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and
any proposed, temporary or final Treasury Regulations and Internal Revenue
Service guidance thereunder, as each may be amended from time to
time.

     

    
      
        
        

      

      
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    Section
3.  Settlement of
Units.

     

    (a) Each
vested Unit entitles the Participant to receive one share of the Corporation’s
Stock.  As soon as practicable after vesting, and upon compliance to
the satisfaction of the Committee with all requirements under applicable laws or
regulations in connection with such vesting and with the requirements hereof and
of the Plan, each Unit shall be retired and one share of Stock shall be issued
to the Participant in uncertificated form and recorded on the shareholder
records maintained by the Transfer Agent and Registrar of the Corporation’s
Common Stock (the “Transfer Agent”).  The determination of the
Committee as to such compliance shall be final and binding on the
Participant.

     

    (b) Until
such time as shares of Stock have been issued to the Participant pursuant to
Section 3(a) above, the Participant shall not have any rights as a holder of the
shares of Stock underlying this Award including but not limited to voting rights
and the right to receive dividends.

     

    Section 4.  Transferability.  This Agreement is
personal to the Participant, is non-assignable and is not transferable in any
manner, by operation of law or otherwise, other than by will or the laws of
descent and distribution.  This Award is available, during the
Participant’s lifetime, only to the Participant, and thereafter, only to the
Participant’s designated beneficiary.

     

    Section 5.  Tax
Withholding.  The Participant
minimum tax withholding obligation shall be satisfied through a cash payment, or
net issuance of shares. In the case of a net issuance of shares, the Corporation
shall withhold from shares of Stock to be issued to the Participant a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the
minimum tax withholding amount due.

     

    Section 6.  Tax
Consequences.  The Corporation
makes no representation or warranty to the Participant as to the tax treatment
of the Participant’s receipt of the Award or vesting of the Units or upon the
Participant’s sale or other disposition of the Stock.  The Participant
should rely on his or her own tax advisors for such advice.

     

    Section 7.  No
Employment Rights.  No provision of this Agreement
shall:

     

    (a)
confer or be deemed to confer upon the Participant any right to continue in the
employ of the Corporation or any Subsidiary or in any way affect the right of
the Corporation or any Subsidiary to dismiss or otherwise terminate the
Participant’s employment at any time for any reason with or without cause,
or

     

    (b) be
construed to impose upon the Corporation or any Subsidiary any liability for any
forfeiture of Units which may result under this Agreement if the Participant’s
employment is so terminated, or

     

    
      
        
        

      

      
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    (c)
affect the Corporation’s right to terminate or modify any contractual
relationship with a Participant, who is not an employee of the Corporation or a
Subsidiary.

     

    Section 8.  No
Liability For Business Acts Or Omissions.  The Participant
recognizes and agrees that the Board or the officers, agents or employees of the
Corporation, including the Committee, in their conduct of the business and
affairs of the Corporation, may cause the Corporation to act, or to omit to act,
in a manner that may, directly or indirectly, prevent the Units from vesting
under this Agreement.  No provision of this Agreement shall be
interpreted or construed to impose any liability upon the Board or any officer,
agent or employee of the Corporation, including the Committee, for any
forfeiture of Units that may result, directly or indirectly, from any such
action or omission.

     

    Section 9.  Changes
in the Underlying Stock.  In the event of
recapitalization, stock split, stock dividend, divisive reorganization or other
change in capitalization affecting the Corporation’s Stock, an appropriate
adjustment will be made in respect of the Units.

     

    Section 10.  Interpretation.  This Agreement
shall at all times be interpreted, administered and applied in a manner
consistent with the provisions of the Plan. In the event of any inconsistency
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control and the Plan is incorporated herein by
reference.

     

    Section 11.  Amendment;
Modification; Waiver.  No provision of
this Agreement may be amended, modified or waived unless such amendment,
modification or waiver shall be authorized by the Committee and shall be agreed
to in writing by the Participant.

     

    Section 12.  Complete
Agreement.  This Agreement,
including the Plan and any exhibits hereto, contains the entire Agreement of the
parties relating to the subject matter of this Agreement and supersedes any
prior agreements or understandings with respect thereto.

     

    Section 13.  Agreement
Binding.  This Agreement shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns and the Participant, his
or her heirs, devisees and legal representatives.

     

    Section 14.  Legal
Representative.  In the event of
the Participant’s death or a judicial determination of his or her incompetence,
reference in this Agreement to the Participant shall be deemed to refer to his
or her legal representative, heirs or devisees, as the case may be.

     

    Section 15.  Business
Day.  If any event
provided for in this Agreement is scheduled to take place on a day on which the
Corporation’s corporate offices are not open for business, such event shall take
place on the next succeeding day on which the Corporation’s corporate offices
are open for business.

     

    Section 16.  Titles.  The titles to
sections or paragraphs of this Agreement are intended solely for convenience and
no provision of this Agreement is to be construed by reference to the title of
any section or paragraph.

     

    
      
        
        

      

      
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    Section
17.  Notices.

     

    (a) Any
notice to the Corporation pursuant to any provision of this Agreement will be
deemed to have been delivered when delivered in person to the Corporation or
when deposited in the United States mail, addressed to the Secretary of the
Corporation at the Corporation’s corporate offices, or such other address as the
Corporation may from time to time designate in writing.

     

    (b) Any
notice to the Participant pursuant to any provision of this Agreement will be
deemed to have been delivered when delivered to the Participant in person or
when deposited in the United States mail, addressed to the Participant at the address on the
employee records of the Corporation or such other address as he or she may from
time to time designate in writing.

     

    Section
18.  Governing
Law.  The validity, construction, interpretation
and effect of this Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut, without giving effect to the
conflicts of laws provisions thereof.

    


     

    [Signature
Page Follows]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first written above.

    


    


    
      	
              Participant

            	 
      	
              KAMAN
      CORPORATION

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	          
        	 
      	           
        
	
              Signature

            	 
      	
              Neal
      J. Keating

            
	
              Name:

            	 
      	
              Chairman,
      President and Chief Executive
Officer

            


    

    


    
      	
              Dated

            	           
          	 
      


    

    


    
      
        
        

      

      
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    EXHIBIT
A

    


    VESTING

    


    
      	
              Vesting
      Date

            	 	
              Percentage
      of Restricted Stock Units Vested

            	 	
              Qualified
      Performance Criteria to be Met by Vesting Date, If
    Applicable

            
	
              1.

            	 
      	 	 
      	 	 
      
	
              2..

            	 
      	 	 
      	 	 
      
	
              3.

            	 
      	 	 
      	 	 
      
	
              4.

            	 
      	 	 
      	 	 
      
	
              5.

            	 
      	 	 
      	 	 
      
	
              6.

            	 
      	 	 
      	 	 
      
	
              7.

            	 
      	 	 
      	 	 
      
	
              8.