Unassociated Document


    Exhibit
10h(i)

    INCENTIVE
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 (hereinafter called the "date of grant"), the right and
option (hereinafter called the "option"), exercisable during the period
commencing on the date of grant and ending ten (10) years 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 an incentive stock option meeting the
requirements of such options as defined in Section 422 of the Internal Revenue
Code of 1986, as amended.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (c)  Period of
Option.  The option granted under the Plan shall have a term of
ten (10) years from the date of grant; provided that 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 the option shall have already expired
by its terms, except as provided under subsection (f) of this section in the
event of the death or disability of the Optionee.

    


    (d)  Exercise of
Option.  The option granted under the Plan 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.  Except as provided in subsection
(f) of this section, 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 three (3) month period following such continuous employment
unless such 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)  Death or Disability of
Optionee.  In the event of the death or disability of the
Optionee while in the employ of the Corporation or a subsidiary, the option may
be exercised within the period of one (1) year succeeding death or disability to
the extent otherwise exercisable at the time of exercise, but in no event later
than ten (10) years from the date of grant.  In the event of the death
of the Optionee, the option may be so exercised by the person or persons
designated in the Optionee's will for that purpose.  If no such person
or persons are so designated or if the Optionee dies intestate, then the option
may be exercised within said period by the legal representative or
representatives of the Optionee's estate.  In the event that the
Optionee is disabled, the term "disabled", meaning permanent and total
disability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986,
as amended, while in the employ of the Corporation or a subsidiary, the option
may be exercised within said period either by the Optionee or by his
representative, as the case may be.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (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.

    


    (h)  Disqualifying
Dispositions.  Optionee shall promptly notify the Corporation
in the event of a disqualifying disposition (within the meaning of the Internal
Revenue Code of 1986, as amended) of any shares acquired pursuant to this
Agreement and provide the Corporation with all relevant information related
thereto.

    


    3.  MANNER OF EXERCISE OF
OPTION. 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 (which will constitute a disqualifying disposition of such shares
for federal tax purposes)  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.  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, if
any.

    


    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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    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 or disability, 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.

    


    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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    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 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

              

            	 


    

     

    
      5