Unassociated Document


    Exhibit
10h (ii)

    NON-STATUTORY
STOCK OPTION 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
"Optionee");

    


    W
I T N E S S E T H :

     

    WHEREAS, the Optionee is now a
full-time salaried employee of the Corporation or a subsidiary thereof, the term
"Subsidiary" being used herein as defined in the Corporation's 2003 Stock
Incentive Plan (the "Plan"); and

    


    WHEREAS, the Corporation
desires to give the Optionee an opportunity to acquire shares of the Common
Stock of the Corporation (the "Stock" or "shares") pursuant to the Plan in
consideration of and on the terms and conditions stated 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 premises, and of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:

    


    1.  GRANT OF
OPTION.  Subject to the terms and conditions set forth in this
Agreement, the Corporation grants to the Optionee, effective the day and year
first above written (the "date of grant"), the right and option (the "option"),
exercisable during the period commencing on the date of grant and ending ten
(10) years and one (1) day after the date of grant, to purchase from the
Corporation from time to time, up to but not exceeding in the aggregate ________
shares of the Stock to be issued upon the exercise hereof, fully paid and
non-assessable; provided that the exercise of the option is restricted as set
forth in Section 2 of this Agreement.

    


    2.  TERMS AND CONDITIONS OF
OPTION.  The following terms and conditions shall apply to the
option:

    


    (a)  Option
Price.  The purchase price of each share subject to the option
shall be $______ being 100% of the fair market value of such share on the date
of grant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Type of
Option.  The option is a non-statutory stock option which shall
not be deemed to meet the requirements of an incentive stock option as defined
in Section 422 of the Internal Revenue Code of 1986, as amended.

    


    (c)  Period of
Option.  The option shall have a term of ten (10) years and one
(1) day from the date of grant; provided however that unless the option shall
have already expired by its terms, the option or the unexercised portion thereof
(to the extent exercisable on the date of termination of employment) shall
terminate at the close of business on the day three (3) months following the
date on which the Optionee ceases to be employed by the Corporation or a
Subsidiary, unless a longer period is provided under subsection (f) of this
Section in the case of death, Disability or Retirement.

    


    (d)  Exercise of
Option.  The option shall be exercisable with respect to not
more than ______ percent (___%) of the shares subject thereto on March 1, 20__,
and shall be exercisable as to an additional ______ percent (____%) of such
shares on March 1 of each of the succeeding _______ (__) years, on a cumulative
basis, so that the option, or any unexercised portion thereof, shall be fully
exercisable on and after March 1, 20__, provided that any portion of the option
which remains unexercisable shall become exercisable in the event of a Change in
Control as defined and subject to the conditions set forth in the
Plan.  The Optionee may not exercise the option or any part thereof
unless at the time of such exercise the Optionee shall be employed by the
Corporation or a Subsidiary and shall have been so employed continuously since
the date of grant, excepting leaves of absence approved by the Committee, as
defined in the Plan; provided, however, that an Optionee may exercise the option
during the periods described in subsections (c) and (f) of this Section
following such continuous employment unless the option shall have already
expired by its terms.  The option shall be exercised in the manner set
forth in Section 3 of this Agreement by serving written notice of exercise on
the Corporation accompanied by full payment of the purchase price in cash. Any
obligation of the Corporation to accept such payment and issue the shares as to
which such option is being exercised shall be conditioned upon the Corporation's
ability at nominal expense to issue such shares in compliance with all
applicable statutes, rules or regulations of any governmental
authority.  The Corporation may secure from the Optionee any
assurances or agreements that the Committee, in its sole discretion, shall deem
necessary or advisable in order that the issuance of such shares shall comply
with any such statutes, rules or regulations.

    


    (e)  Nontransferability.  The
option shall not be transferable by the Optionee otherwise than by will or by
the laws of descent and distribution, and the option shall be exercisable,
during the Optionee's lifetime, only by the Optionee.

    


    (f)           (i)  In
the event of the death, Disability or Retirement of the Optionee while in the
employ of the Corporation or a Subsidiary, the option may be exercised within
the period of five (5) years succeeding such Optionee’s death, Disability or
Retirement, but in no event later than ten (10) years and one (1) day from the
date of grant, by the person or persons designated in the Optionee’s will for
that purpose or in the absence of any such designation, by the legal
representative of the Optionee’s estate, or by the Optionee or the Optionee’s
legal representative, as the case may be.

     

    
      
         

      

      
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    (ii)
During any period following termination of employment by reason of death,
Disability or Retirement, during which the option may be exercisable as provided
in subsection (f) (i) above, such option shall continue to vest in accordance
with its terms and be and become exercisable as if employment had not
ceased.

     

    (iii)  As used in this
Agreement, the term “Retirement” means retirement in accordance with the terms
of the Corporation's tax-qualified Employees' Pension Plan, the term
"Disability" or "Disabled" means permanent and total disability as defined by
Code Section 22(e)(3), and the term "Code" means the Internal Revenue Code of
1986, as amended from time to time, and any successor Code, and related rules,
regulations and interpretations.

    


    (g)  Stockholder
Rights.  The Optionee shall not be entitled to any rights as a
stockholder with respect to any shares subject to the option prior to the date
of issuance to the Optionee of such shares.

    


    3.  MANNER OF EXERCISE OF
OPTION. 

    


    (a)  The option shall be
exercised by delivering to the Chief Financial Officer of the Corporation from
time to time a signed statement of exercise specifying the number of shares to
be purchased, together with cash or a check to the order of the Corporation for
an amount equal to the purchase price of such shares.  In the
discretion of the Committee, payment in full or in part may also be made by
delivery of (i) irrevocable instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds to pay the exercise price, or
(ii) previously owned shares of Stock not then subject to restrictions under any
Corporation plan (but which may include shares the disposition of which
constitutes a disqualifying disposition for purposes of obtaining incentive
stock option treatment for federal tax purposes), or (iii) shares of Stock
otherwise receivable upon the exercise of such option provided, however, that in
the event the Committee shall determine in any given instance that the exercise
of such option by withholding shares otherwise receivable would be unlawful,
unduly burdensome or otherwise inappropriate, the Committee may require that
such exercise be accomplished in another acceptable manner. For purposes of this
Section 3, such surrendered shares shall be valued at the closing price of the
Stock in the NASDAQ Global Select Market on the most recent trading day
preceding the date of exercise on which sales of the Stock
occurred.

     

    (b)  The issuance of optioned
shares shall be conditioned on the Optionee having either (i) paid, or (ii) made
provisions satisfactory to the Committee for the payment of, all applicable tax
withholding obligations.  The Corporation and its Subsidiaries shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.  The Committee in
its discretion, but only upon the written request of the Optionee, may permit
the Optionee to satisfy federal income tax withholding requirements occasioned
by the exercise thereof by the surrender of shares otherwise to be received on
the exercise of such option.  For purposes of this subsection (b),
such surrendered shares shall be valued at the closing price of the Stock in the
NASDAQ Global Select Market on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred.

     

    
      
         

      

      
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    (c)  Within twenty (20) days
after such exercise of the option in whole or in part, the Corporation shall
cause the shares with respect to which the option shall be so exercised to be
issued in uncertificated form in the Optionee's name, provided that, if the
stock transfer books of the Corporation are closed for the whole or any part of
said twenty (20) day period, then such period shall be extended
accordingly.  Each purchase of Stock hereunder shall be a separate and
divisible transaction and a completed contract in and of itself.

    


    4.  STOCK
RESERVATIONS.  The Corporation shall at all times during the
term of this Agreement reserve and keep available such number of shares of its
Stock as will be sufficient to satisfy the requirements of this Agreement, and
shall pay all original issue taxes, if any, on the exercise of the option, and
all other fees and expenses necessarily incurred by the Corporation in
connection therewith.

    


    5.  TERMINATION OF
OPTION.  If the Optionee shall no longer be a full-time
salaried employee of the Corporation or a Subsidiary, Optionee's employment
being terminated for any reason whatsoever other than death, Disability or
Retirement, any unexercised portion of the option shall terminate at the close
of business on the day three (3) months following the date of the termination of
Optionee's employment, unless such option shall have already expired by its
terms.  This option shall be exercisable, if at all, during such three
(3) month period only to the extent exercisable on the date of termination of
employment. For purposes of this option, a transfer of the employment of
Optionee from the Corporation to a Subsidiary, or vice versa, or from one
Subsidiary to another Subsidiary, shall not be deemed a termination of
employment.

    


    6.  EFFECT ON CHANGES IN
CAPITAL STRUCTURE.  The existence of the option shall not
affect in any way the right or power of the Corporation or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issue of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the Stock or the
rights thereof, or the dissolution or liquidation of the Corporation, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceedings, whether of a similar character or
otherwise.

    


    7.  DILUTION OR OTHER
ADJUSTMENTS.  In the event that prior to issuance by the
Corporation of all the shares of Stock subject to the option, the Corporation
shall have effected one or more stock splits, stock dividends, mergers,
reorganizations, consolidations, combinations or exchanges of shares,
recapitalizations or similar capital adjustments, the Board of Directors of the
Corporation shall equitably adjust the number, kind and option price of the
shares remaining subject to the option in order to avoid dilution or enlargement
of option rights.

     

    
      
         

      

      
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    8.  COMPLIANCE WITH
LAWS.  Notwithstanding any of the provisions hereof, the
Optionee agrees for himself/herself and his/her legal representatives, legatees
and distributees that the option shall not be exercisable, and that the
Corporation shall not be obligated to issue any shares hereunder, if the
exercise of said option or the issuance of such shares shall constitute a
violation by the option holder or the Corporation of any provision of any law or
regulation of any governmental authority.

     

    9.  NOTICES.  Every
notice or other communication relating to this Agreement shall be in writing,
and shall be mailed or delivered to the party for whom it is intended at such
address as may from time to time be designated by such party in a notice mailed
or delivered to the other party as herein provided; provided that, unless and
until some other address be so designated, all notices or communications to the
Corporation shall be mailed to or delivered to the Chief Financial Officer at
the principal office of the Corporation, and all notices by the Corporation to
the Optionee may be given to the Optionee personally or by mail, facsimile or
electronic mail to the Optionee at the Optionee’s place of employment with the
Corporation or a Subsidiary or at the last designated address for the Optionee
on the employment records of the Corporation.

    


    10.  ADMINISTRATION AND
INTERPRETATION. The administration of the option shall be subject to such
rules and regulations as the Committee deems necessary or advisable for the
administration of the Plan.  The determination or the interpretation
and construction of any provision of the option by the Committee shall be final
and conclusive upon all concerned, unless otherwise determined by the Board of
Directors of the Corporation.  The option shall at all times be
interpreted and applied in a manner consistent with the provisions of the Plan,
and in the event of any inconsistency between the terms of the option and the
terms of the Plan, the terms of the Plan shall control, the terms of the Plan
being incorporated herein by reference.

    


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

     

    
      
        	 	

                KAMAN
      CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	

                Its

              	 
	 	 	 	 
	 	 	 	 
	 	 	

                      
                  ,Optionee

                

              	 


      

       

      
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