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.
(ii) During any period following termination of
employment by reason of death, Disability or Re
