Unassociated Document


    Exhibit
10h (iii)

     

    STOCK
APPRECIATION RIGHT AGREEMENT

    (Under
the Kaman Corporation 2003 Stock Incentive Plan)

    


    


    STOCK
APPRECIATION RIGHT

    [Name]

    Expires
on _____________

    Exercisable
for Cash

    


    THIS AGREEMENT, made and
entered into as of the ___ day of _____________, ____, by and between KAMAN
CORPORATION, a Connecticut corporation, with its principal office in Bloomfield,
Connecticut (the "Corporation"), and _______________ (the
"Participant");

    


    W I T N E
S S E T H:

    


    WHEREAS, the Participant is 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 Participant an opportunity to receive stock appreciation
rights pursuant to the Plan in consideration of and on the terms and conditions
stated in this Agreement;

    


    NOW, THEREFORE, in
consideration of the premises, and of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:

    


    1.  DEFINITIONS.  Capitalized
terms not otherwise defined in this Agreement shall have the meanings ascribed
to them in the Plan.

    


    2.  GRANT OF STOCK APPRECIATION
RIGHTS.  Subject to the terms and conditions set forth in this
Agreement, the Corporation grants to the Participant, effective the day and year
indicated above (the "Date of Grant"), stock appreciation rights with respect to
________ shares of Class A common stock of the Corporation (the "Stock" or
"shares"), exercisable during the period commencing on the Date of Grant and
ending ten (10) years after the Date of Grant.  Such right, which is
referred to as a "Stock Appreciation Right" shall entitle the Participant to
receive an amount in cash having a value equal to the excess of the closing
price of the Stock on the NASDAQ Global Select Market on the most recent trading
day preceding the date of exercise on which sales of the Stock occurred over the
Base Price multiplied by the number of shares with respect to which the Stock
Appreciation Right shall have been exercised; provided that the exercise of the
Stock Appreciation Right is restricted as set forth in Section 3 of this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  TERMS AND CONDITIONS OF STOCK
APPRECIATION RIGHT.  The following terms and conditions shall
apply to the Stock Appreciation Right:

    


    (a)  Base
Price.  For purposes of this Stock Appreciation Right, the Fair
Market Value of a share of Stock on the Date of Grant, determined in accordance
with the Plan was $ ________ (the "Base
Price").

    


    (b)   Period of Stock Appreciation
Right.  The Stock Appreciation Right granted hereunder shall
have a term of ten (10) years and one (1) day from the Date of Grant; provided
that this Stock Appreciation Right or the unexercised portion thereof (to the
extent exercisable on the date of termination of employment) shall terminate,
except as provided in subsection (e), at the close of business on the day three
(3) months following the date on which the Participant ceases to be employed by
the Corporation or a subsidiary, unless this Stock Appreciation Right shall have
already expired by its terms.

    


     (c)  Exercise of Stock
Appreciation Right.  This Stock Appreciation Right shall be
exercisable with respect to _______ percent (___%) of such shares with respect
to which it is granted on March 1, 20__, and shall be exercisable as to an
additional _______ percent (___%) of such shares on March 1 of these succeeding
_______ (___) years, on a cumulative basis, so that such right, or any
unexercised portion thereof, shall be fully exercisable on and after March 1,
20__, provided that any portion of the Stock Appreciation Right that 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 (e) of this section, the Participant may not exercise
this Stock Appreciation Right or any part thereof unless at the time of such
exercise the Participant shall be employed by the Corporation or a subsidiary,
and shall have been so employed continuously since the Date of Grant, except in
leaves of absence approved by the Committee, as defined in the Plan; provided,
however, that the Participant may exercise this Stock Appreciation Right to the
extent exercisable on the date of termination of such continuous employment
during the three (3) months following such termination unless this Stock
Appreciation Right shall have already expired by its terms. This Stock
Appreciation Right shall be exercised in the manner set forth in Section 4 of this Agreement by
serving written notice of exercise on the Corporation.  Any obligation
of the Corporation to pay the cash award as to which this Stock Appreciation
Right is being exercised shall be conditioned upon the Corporation's ability at
nominal expense to make such award in compliance with all applicable statutes,
rules or regulations of any governmental authority.  The Corporation
may secure from the Participant any assurances or agreements which the
Committee, in its sole discretion, shall deem necessary or advisable in order to
comply with any such statutes, rules or regulations.

    


    (d)  Nontransferability.  This
Stock Appreciation Right shall not be transferable by the Participant otherwise
than by will or the laws of descent and distribution, and this Stock
Appreciation Right shall be exercisable, during the Participant's lifetime, only
by the Participant.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e)  Death, Disability or
Retirement of Participant.  In the event of the death,
disability or Retirement of the Participant while in the employ of the
Corporation or a subsidiary, this Stock Appreciation Right may be exercised
within the period of five (5) years succeeding the Participant's death,
disability or Retirement to the extent otherwise exercisable at the time of
exercise, unless this Stock Appreciation Right shall have already expired by its
terms.  In the event of the death of the Participant, this Stock
Appreciation Right may be so exercised by the person or persons designated in
the Participant's will for that purpose.  If no such person or persons
are so designated or if the Participant dies intestate, then this Stock
Appreciation Right may be exercised within said period by the legal
representative or representatives of the Participant's estate. In the event the
Participant is disabled, the term "disabled" meaning permanent or 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, this Stock
Appreciation Right may be exercised within such period either by the Participant
or by the Participant's legal representative, as the case may be.  As
used in this Agreement, the term “Retirement” means retirement in accordance
with the terms of the Corporation’s tax-qualified Employees’ Pension
Plan.

    


    (f)  Stockholder
Rights.  This Stock Appreciation Right shall not entitle the
Participant to any rights as a stockholder of the Corporation with respect to
any of the shares to which it relates.

    


    4.  MANNER OF
EXERCISE.  This Stock Appreciation Right shall be exercised by
delivering to the Chief Financial Officer of the Corporation from time to time a
signed statement of exercise setting forth the number of shares with respect to
which the Participant wishes to exercise.  The Corporation may at its
discretion satisfy federal income tax withholding requirements by withholding a
portion of the award otherwise to be received as a result of the exercise of
this Stock Appreciation Right.

    


    Within
thirty (30) days of any such exercise of this Stock Appreciation Right in whole
or in part, the Corporation shall deliver to the Participant at the principal
office of the Corporation a check made payable to the Participant in the amount
of the excess of the closing price of the Stock on the NASDAQ Global Select
Market on the most recent trading day preceding the date this Stock Appreciation
Right is exercised on which sales of the Stock occurred over the Base Price
multiplied by the number of shares with respect to which this Stock Appreciation
Right is being exercised.  Each exercise of this Stock Appreciation
Right shall be a separate and divisible transaction and a completed contract in
and of itself.

    


    5.  TERMINATION.  If the
Participant shall no longer be a full-time salaried employee of the Corporation
or a subsidiary, the Participant's employment being terminated for any reason
whatsoever other than death, disability or Retirement, any unexercised portion
of this Stock Appreciation Right shall terminate at the close of business on the
day three (3) months following the date on which the Participant ceases to be
employed by the Corporation or a subsidiary, unless the Stock Appreciation Right
shall have already expired by its terms.  This Stock Appreciation
Right 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 Stock Appreciation Right, a transfer
of the Participant's employment from the Corporation to a subsidiary, or vice
versa, or from one subsidiary to another subsidiary, shall not be deemed a
termination of employment.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.  EFFECT OF CHANGES IN CAPITAL
STRUCTURE.  The existence of this Stock Appreciation Right
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 the payment by the
Corporation of the full award payable under this Stock Appreciation Right 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 Base Price and the number of shares
remaining subject to the Stock Appreciation Right in order to avoid dilution or
enlargement thereof.

    


    8.  COMPLIANCE WITH
LAWS.  Notwithstanding any of the provisions hereof, the
Participant agrees for himself/herself and his/her legal representatives,
legatees and distributees that this Stock Appreciation Right shall not be
exercisable and that the Corporation shall not be obligated to make any awards
hereunder, if the exercise of this Stock Appreciation Right or the payment of
such award would constitute a violation by the Participant 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 provided in this Agreement; 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 Participant may be given to the Participant personally or by mail, facsimile
or electronic mail to the Participant at the Participant's place of employment
with the Corporation or a subsidiary or at the last designated address for the
Participant on the employment records of the Corporation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    10.  ADMINISTRATION AND
INTERPRETATION.  The administration of this Stock Appreciation
Right 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 this
Stock Appreciation Right by the Committee shall be final and conclusive upon all
concerned, unless otherwise determined by the Board of Directors of the
Corporation.  This Stock Appreciation Right 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 this Stock
Appreciation Right 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

                                	 
	 	 	 	 
	 	 	 	 
	 	 	

                                  ,
      Participant

                                	 


                        

                         

                        
                          5