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.
(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
