Common use of Severance Payments Clause in Contracts

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vest when such award would otherwise have vested and fully earned and then the actual amount that the Executive shall receive with respect to any such award will be canceled in exchange determined by multiplying the amount the Executive would have received based upon actual performance for the entire period by a cash payment equal to 100% fraction, the numerator which is the number of days the target value of each Executive remained employed with the Company during such award’s performance period and the denominator of which is the total number of days during such award’s performance period. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (fe) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. Notwithstanding the foregoing, in no event shall the Company establish or fund any such rabbi trust in a manner or on terms that would result in the imposition of any tax, penalty or interest under Section 409A(b)(1) of the Code and in no event shall the Company be obligated to, nor shall it, fund any such rabbi trust “in connection with a change in the employer’s financial health” within the meaning of Section 409A(b)(2) of the Code. In the event that one or more premiums become due and payable during the six-month period beginning on the Executive’s employment termination, the Company shall timely notify the Executive so that any such premium payment can be made by the Executive directly to the insurance carrier. At the end of such six-month period, the Company shall reimburse the Executive for all such premiums paid by the Executive, with interest at the applicable federal rate under Section 1274 of the Code, determined as of the Date of Termination. (gf) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. It is intended that reimbursements under this Section 5.1(g) shall not constitute a “deferral of compensation” for purposes of Section 409A of the Code pursuant to Treas. Reg. Sect. 1.409A-1(a)(9)(v)(A) and (C). (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “Severance Payments”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 4 of 5 hereof. Notwithstanding anything in this Agreement. The , to the contrary, the Executive shall also not be entitled to Severance Payments under the payments and benefits provided in this Agreement if the Executive’s employment is terminated without Cause by the Company or by Section 6 unless the Executive for Good Reason at any time beginning on the first day has incurred a “separation from service” under Section 409A of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in ControlCode. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to [CEO ONLY three (3) times the sum of (i) of] [SVPs ONLY two (2) times the sum of] [VPs ONLY the sum of] (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (Executive’s target incentive opportunity pursuant to the extent not yet paid) to CompanyOfficer Annual Cash Incentive Plan or any successor thereto in respect of the Executive fiscal year in the previous three years (if any) immediately preceding which occurs the Date of TerminationTermination or, pursuant to any annual bonus if higher, the fiscal year in which occurs the first event or incentive plan maintained by the Companycircumstance constituting Good Reason. (bB) For the twentythirty-four six (2436) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1 (B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twentythirty-four six (2436) month period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (dC) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “each Pension Plans”) Plan or any successor plan thereto, effective upon the Company shall pay the Executive a lump sum amount, in cash, equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the third anniversary of the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued under the terms of all Pension Plans (without regard to any amendment to any Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive shall be were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of service credit thereunder and had been credited under each Pension Plan during such period with an additional two years of “Credited Service” and “Continuous Service” compensation equal to the Executive’s compensation (as defined in the Kaman Corporation Amended and Restated Employees’ such Pension Plan) when calculating during the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan twelve (“SERP”)12) months immediately preceding Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plans as of the Date of Termination. For avoidance purposes of doubtthis Section 6.1(C), the Severance Payments payable under this Agreement “actuarial equivalent” shall be disregarded when determining determined using the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits same assumptions utilized under the Company’s post-retirement health care plans, as in effect Salaried Employees’ Pension Plan immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gD) The Company shall provide the Executive with reimbursement for up outplacement services suitable to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s position for a period of three (3) years or, if earlier, until the first day of employment with a new employer. (h) The Company shall provide acceptance by the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occursan offer of employment.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his her dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his her dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his her Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death death, Disability or DisabilityRetirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits described in this Section 5 (collectively, the “Severance Payments”), together with any Gross-Up Payment payable under Section 6(b) hereof, in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control.5 hereof: (ai) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise(including pursuant to any employment agreement), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to 2.0 times the sum of (ix) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (iiy) two (2) times the last Executive’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the Change in Control. (bii) For the twenty-four (24) month two year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 6(b) hereof), such insurance benefits shall be provided through a third-party insurer. The Company’s payment of such premiums shall be paid directly to the relevant third party insurers on a monthly basis. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6(a)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to of the Executive during the twenty-four (24) month two year period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (ciii) Notwithstanding any provision to the contrary in of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement maintained by or through to the Company pursuant to which the Executive has been granted restricted stockcontrary, stock options, stock appreciation rights or long-term performance awards, effective on as of the Date of Termination, (ix) the Executive shall be fully vested in all service outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and performance all then outstanding restricted shares of stock of the Company and other equity-based restrictions with respect awards (including restricted stock units) (or such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. (iv) To the extent that the full vesting of any stock option, share of restricted stock shall lapseor other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 5(c) or Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 5(c) or 6(a)(iii), (iix) cancel any or all stock appreciation rights and stock of the Executive’s outstanding options shall be deemed fully vested and then canceled in exchange for a cash payment lump sum payment, in cash, equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right underlying such options (whether or stock option not vested or exercisable) on the date Date of Termination (as reasonably determined by the Change Board in Control, good faith) over the aggregate exercise price(s) of price provided for in such stock appreciation rights or stock options, and (iiiy) all longrepurchase any shares of restricted stock or other equity-term performance based awards (including restricted stock units) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). The lump sum payment provided for in this Section 6(a)(iv) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% made, if at all, within thirty (30) days of the target value Date of each such awardTermination, with the payment date determined by the Company in its sole discretion. (dv) In addition The Company shall pay to the retirement benefits Executive a lump sum amount, in cash, equal to which the Executive is entitled Executive’s target annual bonus under any tax-qualified, supplemental or excess benefit pension bonus plan maintained by the Company and any other plan or agreement entered into between in respect of the Executive and fiscal year in which occurs the Company Date of Termination multiplied by a fraction, the numerator of which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon number of days in such fiscal year through and including the Date of Termination, and the Executive denominator of which is 365. The lump sum payment provided for in this Section 6(a)(v) shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination ormade, if more favorable to the Executiveat all, as in effect immediately prior to the first occurrence within thirty (30) days of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, with the payment date determined by the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminateits sole discretion. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gvi) The Company shall provide the Executive with reimbursement outplacement services suitable to the Executive’s position for up a period of one year following his or her Date of Termination or, if earlier, until the first acceptance by the Executive of an offer of employment. For purposes of this Agreement, the Executive’s employment shall be deemed to Thirty Thousand Dollars have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if ($30,000x) the Executive’s employment is terminated by the Company without Cause (whether or not a Change in Control ever occurs) and, at the aggregate for outplacement servicestime of such termination, relocation coststhe Company is a party to a written agreement the consummation of which would constitute a Change in Control, or (y) the Executive terminates his employment for Good Reason (whether or not a Change in Control ever occurs) within six (6) months of the occurrence of the event which constitutes Good Reason, or if shorter, the end of the term, and, both provided however at the time the event occurs that reimbursement constitutes Good Reason and at the time of such termination, the Company is a party to such an agreement. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the Severance Payments to be made to the Executive pursuant to this Section 6(a) shall only be made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) or Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (a) no amount shall be payable pursuant to this Section 6(a) unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided until to Executive prior to the earlier of (x) the first anniversary expiration of the Date six-month period measured from the date of Termination or the Executive’s first day “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of employment with the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a new employer. (h) lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The Company shall provide determination of whether the Executive with is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Company automobile. The book value then attributed to it separation from service shall be made by the leasing company will be considered “fringe benefit” income Company in accordance with the terms of Section 409A of the Code and that amount will be subject to tax during applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the calendar year in which the Date of Termination occursTreasury Regulations and any successor provision thereto).

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if , the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated without Cause by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (whether or not a Change in Control.Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times 12 months' base salary, based on the Executive’s base 's salary rate as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual amount of the Executive's bonus paid for any completed fiscal year or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately other completed measuring period preceding the Date of TerminationTermination which has not yet been paid, pursuant to assuming the achievement of all individual performance goals (including any annual subjective performance goals), (iii) a pro rata portion of the Executive's bonus for the fiscal year or incentive plan maintained other measuring period in which the Date of Termination occurs, obtained by multiplying 90% of the Executive's target bonus for such period by the Companyfraction obtained by dividing the number of full months and any fractional portion of a month during such period through the Date of Termination by the total number of months contained in such period, and (iv) an amount equal to the target bonus for the fiscal year or other measuring period in which the Date of Termination occurs. (bB) For the twenty-four (24) 12 month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, -------- ------- that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1 (B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) 12 month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall -------- ------- reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (cC) Notwithstanding any provision Each option to the contrary in any plan or agreement maintained by or through purchase shares of common stock of the Company pursuant to which outstanding at the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective Date of Termination shall become fully vested and exercisable on the Date of Termination, (i) all service Termination and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to remain exercisable during the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) term of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such awardoption. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gD) The Company shall provide the Executive with reimbursement outplacement services suitable to the Executive's position for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement servicesa period of 12 months or, relocation costsif earlier, or both provided however that reimbursement shall only be provided until the earlier first acceptance by the Executive of an offer of employment. 6.2 The payments provided in subsection (A) of Section 6.1 hereof shall be made not later than the first anniversary of fifth day following the Date of Termination Termination; provided, however, that if the amounts of such payments cannot be finally -------- ------- determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at the reference rate announced from time to time by Bank of America National Trust and Savings Association) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive’s first , payable on the fifth (5th) business day after demand by the Company (together with interest at the reference rate announced from time to time by Bank of employment with a new employer. (h) The America National Trust and Savings Association). At the time that payments are made under this Agreement, the Company shall provide the Executive with his a written statement setting forth the manner in which such payments were calculated and the basis for such calculations. 6.3 The Company automobile. The book value then attributed also shall pay to it the Executive all legal fees and expenses incurred by the leasing company will Executive in disputing in good faith any issue here under relating to the termination of the Executive's employment, or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement. Such payments shall be considered “fringe benefit” income made within five (5) business days after delivery of the Executive's written requests for payment accompanied with such evidence of fees and that amount will be subject to tax during expenses incurred as the calendar year in which the Date of Termination occursCompany reasonably may require.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, if (i) the Executive’s employment 's employ­ment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The , the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive shall also be entitled with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause prior to Severance Payments under this Agreement a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated without Cause by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (but only if a Change in ControlControl occurs no later than six (6) months following the Executive’s termination of employment). (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to one times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last Executive’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to under any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason. (bB) For the twenty-four (24) twelve month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) twelve month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the after tax cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance circum­stance constituting Good Reason. (cC) Notwithstanding any provision of any annual incentive plan to the contrary contrary, the Company shall pay to the Executive an amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under any such plan or agreement maintained and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the Amount the Executive would have earned with respect to the year in which the Date of Termination occurs, calculated by or multiplying the award that the Executive would have earned for such year, based upon the actual level of achievement of the performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such year through the Company pursuant to which Date of Termination by twelve (12). (D) Notwithstanding any provision of the Company's Amended and Restated Long Term Incentive Plan, any other long term incentive plan, or any award agreement entered into thereunder, (i) all unvested stock options held by the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination shall vest and become exercisable on the Date of Termination, (i) with the amount to be vested to be determined as if all service applicable performance metrics had been achieved at the target level, and performance based restrictions with respect to any restricted all stock options held by the Executive on the Date of Termination shall lapseremain outstanding until their regularly-scheduled expiration date, determined as if the Executive's employment had not terminated; (ii) all unvested restricted stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to units held by the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option Executive on the date Date of Termination shall vest on the Change in Control, over the exercise price(s) Date of such stock appreciation rights or stock options, Termination; and (iii) all long-term performance cash awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which held by the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by on the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon Date of Termination shall vest on the Date of Termination, with the amount to be vested to be determined as if all applicable performance metrics had been achieved at the target level. (A) Notwithstanding any other provisions of this Agree­ment, in the event that any payment or benefit received or to be received by the Executive shall be credited (including any payment or benefit received in connection with an additional two years a Change in Control or the termination of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as defined under the Kaman Corporation Amended "Total Payments") would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the portion of the Total Payments that does not constitute deferred compensation within the meaning of section 409A of the Code shall first be reduced and Restated Employees' Pension Planthe portion of the Total Payments that does constitute deferred compensation within the meaning of section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) for purposes the net amount of calculating such Total Payments, as so reduced (and after subtracting the benefits payable under net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the SERP phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or this Section 5.1(dequal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (eB) If For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive would shall have become entitled waived at such time and in such manner as not to benefits under constitute a "payment" within the Company’s post-retirement health care plansmeaning of section 280G(b) of the Code shall be taken into account, as (ii) no portion of the Total Payments shall be taken into account which, in effect immediately prior to the Date opinion of Termination or, if more favorable tax counsel ("Tax Counsel") reasonably acceptable to the Executive, as does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in effect immediately prior calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to the first occurrence of an event or circumstance constituting Good Reasonsuch reasonable compensation, had the Executive’s employment terminated at any time during the period of twenty-four and (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (iiii) the date on which such coverage would have first become available value of any non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (ii4) of the date on which benefits described in Section 5.1 (b) terminateCode. (fC) The Company (i) shall prepay all remaining premiums At the time that payments are made under any insurance policy maintained by this Agree­ment, the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement a written statement setting forth the manner in which such payments were calculated and the basis for such calcula­tions including, without limitation, any opinions or other advice the Company has received from Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to Thirty Thousand Dollars ($30,000100% thereof) as the Executive determines is necessary to result in the aggregate for outplacement servicesproper application of subsection A of this Section 6.2. 6.3 Subject to the provisions of Section 15 hereof, relocation costs, or both the payment provided however that reimbursement in subsections (A) and (C) of Section 6.1 hereof shall only be provided until made not later than the earlier of the first anniversary of fifth day following the Date of Termination Termination. Notwithstanding the above, to the extent the Executive is terminated (i) following a Change in Control but prior to a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of section 409A of the Code) or (ii) prior to a Change in Control in a manner described in Section 6.1, to the extent required to avoid accelerated or additional tax under section 409A of the Code, amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change in Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 6.3. 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s first day 's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of employment section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Execu­tive's written requests for payment accompanied with a new employer. (h) The such evidence of fees and expenses incurred as the Company shall provide reasonably may require; provided that in no event will payment be made for requests that are submitted later than December 15th of the Executive with his Company automobile. The book value then attributed to it by year following the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occursexpense is incurred.

Severance Payments. 5.1 6.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if , the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated without Cause by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (whether or not a Change in Control.Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times 9 months' base salary, based on the Executive’s base 's salary rate as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual amount of the Executive's bonus paid for any completed fiscal year or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately other completed measuring period preceding the Date of TerminationTermination which has not yet been paid, pursuant to assuming the achievement of all individual performance goals (including any annual subjective performance goals), and (iii) a pro rata portion of the Executive's bonus for the fiscal year or incentive plan maintained other measuring period in which the Date of Termination occurs, obtained by multiplying 90% of the Executive's target bonus for such period by the Companyfraction obtained by dividing the number of full months and any fractional portion of a month during such period through the Date of Termination by the total number of months contained in such period. (bB) For the twenty-four (24) 9 month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse -------- ------- unless the Executive for the excessconsents to a different method, if any, of the cost of such health insurance benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for provided through a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all longthird-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such awardparty insurer. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. ; provided, however that, if necessary for such compensation to qualify as “performance-based compensation” under Section 162(m) of the Code, an unvested Post January 1, 2009 Award (das defined herein) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive shall only vest when such award would otherwise have vested and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, actual amount that the Executive shall receive with respect to any such award will be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in determined by multiplying the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If amount the Executive would have become entitled to benefits under received based upon actual performance for the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the entire period of twenty-four (24) months after the Date of Terminationby a fraction, the Company shall provide such post-retirement health care benefits to numerator which is the number of days the Executive remained employed with the Company during such award’s performance period and the Executivedenominator of which is the total number of days during such award’s dependents commencing on performance period. For purposes of this Section 5.1(c), a “Post January 1, 2009 Award” shall mean an LTIP Award intended to qualify as “performance-based compensation” within the later meaning of (iSection 162(m) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment Code with a new employerperformance period beginning after January 1, 2009. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vest when such award would otherwise have vested and fully earned and then the actual amount that the Executive shall receive with respect to any such award will be canceled in exchange determined by multiplying the amount the Executive would have received based upon actual performance for the entire period by a cash payment equal to 100% fraction, the numerator which is the number of days the target value of each Executive remained employed with the Company during such award’s performance period and the denominator of which is the total number of days during such award’s performance period. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (ge) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. It is intended that reimbursements under this Section 5.1(e) shall not constitute a “deferral of compensation” for purposes of Section 409A of the Code pursuant to Treas. Reg. Sect. 1.409A-1(a)(9)(v)(A) and (C). (hf) The Executive shall be entitled to the Company shall provide automobile provided to the Executive with his immediately prior to employment termination under this Section 5.1 at no cost for a period of six months after employment termination (the “Car Lease Benefit”). Notwithstanding the foregoing, the Executive must pay the Company automobilefor the fair market value of the Car Lease Benefit to the extent that it, when added to the cost of continued accidental death and dismemberment coverage under Section 5.1(b) during this six month period, exceeds the applicable dollar amount under Section 402(g)(1)(B) of the Code. The book value then attributed to it by It is intended that the leasing company will be considered Car Lease Benefit qualify as a “fringe benefitlimited payment” income and that amount will be subject to tax during the calendar year in which the Date of Termination occursan “in-kind” benefit under Treas. Reg.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "SEVERANCE PAYMENTS") upon the termination of the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the term of this Agreement, other than in addition to the payments and benefits described in Section 5 hereof, unless such termination is (Ai) by the Company for Cause, (Bii) by reason of death death, Disability or DisabilityRetirement, or (Ciii) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive Executive's employment shall also be entitled deemed to Severance Payments under this Agreement if the Executive’s employment is have been terminated without Cause following a Change in Control by the Company without Cause or by the Executive for with Good Reason at any time beginning on if the first day of the 90 day period immediately Executive's employment is terminated prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and without Cause at the closing direction of a Person who (i) has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) has caused a Potential Change in Control to occur, or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Change in ControlPerson. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to 250% of the sum of (i) two (2) times the higher of the Executive’s 's annual base salary as in effect immediately prior to the Date occurrence of Termination or, if Section 18(n)(II) is applicable as an the event or circumstance constituting Good Reason, upon which the rate Notice of Termination is based or in effect immediately prior to such event or circumstancethe Change in Control, and (ii) two (2) times the last annual bonus paid or awarded (to higher of the extent not yet paid) to target amount which the Executive could have earned under the Company's annual incentive plan in the previous three years (if any) immediately preceding year in which the Date of Termination, pursuant to any annual bonus Termination occurs or incentive plan maintained by such target amount in the Companyyear in which the Change in Control occurs. (b) For the twenty-four an eighteen (2418) month period immediately following after the Date of Termination, the Company shall, at its cost (provided that Executive shall continue to be responsible to pay the standard employee portion of such cost), arrange to provide the Executive with life, disability, accident, health and his dependents medical, dental, and accidental death and disability dental insurance benefits substantially similar to those provided to which the Executive and his dependents is receiving immediately prior to the Date Notice of Termination or, if more favorable (without giving effect to the Executive, those provided any reduction in such benefits subsequent to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting a Change in Control which reduction constitutes Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(b) shall be reduced to the extent comparable benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits actually received by or made available to the Executive by a new employer of the Executive without cost during the eighteen (18) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive); provided, however, that . If the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits provided to the Executive over under this Section 6.1(b) shall result in a decrease, pursuant to Section 6.2, in the Severance Payments and these Section 6.1(b) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Company shall, at the time of such cost immediately reduction, pay to the Executive the lesser of (A) the amount of the decrease made in the Severance Payments pursuant to Section 6.2, or (B) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. 6.2 Notwithstanding any other provisions of this Agreement (except the provisions of Section 6.5 below), in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "TOTAL PAYMENTS") would not be deductible (in whole or part), by the Company, an affiliate or any Person making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), (A) the cash Severance Payments shall first be reduced (if necessary, to zero), and (B) all other non-cash Severance Payments shall next be reduced (if necessary, to zero). For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapsebe taken into account, (ii) all stock appreciation rights and stock options no portion of the Total Payments shall be deemed fully vested taken into account which in the opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Executive does not constitute a "PARACHUTE PAYMENT" within the meaning of Section 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Section 6.2, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code, then canceled in exchange for a cash payment the Executive shall have an obligation to pay the Company upon demand an amount equal to the excess of the fair market value aggregate "parachute payments" paid to or for the Executive's benefit over the aggregate "parachute payments" that could have been paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the shares Code. 6.3 The payments provided for in Section 6.1 (other than Section 6.1(b)) hereof shall be made not later than the fifth day following the Date of Parent Termination, provided, however, that if the amounts of such payments, and the limitation on such payments set forth in Section 6.2 hereof, cannot be finally determined on or before such day, the Company stock subject shall pay to the stock appreciation right or stock option Executive on such day an estimate, as determined in good faith by the date Company, of the Change in Control, over the exercise price(s) minimum amount of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits payments to which the Executive is clearly entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by and shall pay the Company and any other plan or agreement entered into between remainder of such payments (together with interest at the Executive and rate provided in Section 1274(b)(2)(B) of the Company which is designed to provide Code) as soon as the Executive supplemental retirement benefits amount thereof can be determined but in no event later than the thirtieth (the “Pension Plans”30th) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months day after the Date of Termination, . In the Company shall provide such post-retirement health care benefits to event that the Executive and amount of the Executive’s dependents commencing on estimated payments exceeds the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained amount determined by the Company insuring the life of within six (6) months after payment to have been due, such excess shall be paid by the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at Company, no cost to later than the Executive. thirtieth (g30th) The business day after demand by the Company. At the time that payments are made under this Section, the Company shall provide the Executive with reimbursement a written statement setting forth the manner in which such payments were calculated and the basis for up such calculations including, without limitation, any opinions or other advice the Company has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to Thirty Thousand Dollars the statement). 6.4 Following a Change in Control ($30,000) or a termination described in the aggregate for outplacement servicessecond sentence of Section 6.1), relocation coststhe Company also shall pay to the Executive all legal fees and related expenses (including costs of experts, or both provided however that reimbursement shall only be provided until evidence and counsel) incurred by the earlier Executive as a result of any dispute in connection with a termination of the first anniversary Executive's employment, whether or not such dispute is resolved in the Executive's favor, but only if the dispute is pursued by the Executive in good faith (including all such fees and expenses, if any, incurred in respect of a dispute relating to any such termination or in the Executive seeking in good faith to obtain or enforce any benefit or right provided by this Agreement (or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits) or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Date Code to any payment or benefit provided hereunder). Such payments shall be made to the Executive within five (5) business days after delivery of Termination or the Executive’s first day 's written requests for payment accompanied by evidence of employment with a new employerfees and expenses incurred. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “Severance Payments”) and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 4 of 5 hereof. Notwithstanding anything in this Agreement. The Agreement to the contrary, the Executive shall also not be entitled to Severance Payments under the payments and benefits provided in this Agreement if the Executive’s employment is terminated without Cause by the Company or by Section 6 unless the Executive for Good Reason at any time beginning on the first day has incurred a “separation from service” under Section 409A of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in ControlCode. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to [CEO ONLY three (3) times the sum of (i) of] [SVPs ONLY two (2) times the sum of] [VPs ONLY the sum of] (i) the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (Executive’s target incentive opportunity pursuant to the extent not yet paid) to Company’s Officer Annual Cash Incentive Plan or any successor thereto in respect of the Executive fiscal year in the previous three years (if any) immediately preceding which occurs the Date of TerminationTermination or, pursuant to any annual bonus if higher, the fiscal year in which occurs the first event or incentive plan maintained by the Companycircumstance constituting Good Reason. (bB) For the twentythirty-four six (2436) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method [CEO ONLY (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 6.2 hereof)], such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1 (B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twentythirty-four six (2436) month period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (dC) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “each Pension Plans”) Plan or any successor plan thereto, effective upon the Company shall pay the Executive a lump sum amount, in cash, equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the third anniversary of the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued under the terms of all Pension Plans (without regard to any amendment to any Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive shall be were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of service credit thereunder and had been credited under each Pension Plan during such period with an additional two years of “Credited Service” and “Continuous Service” compensation equal to the Executive’s compensation (as defined in the Kaman Corporation Amended and Restated Employees’ such Pension Plan) when calculating during the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan twelve (“SERP”)12) months immediately preceding Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plans as of the Date of Termination. For avoidance purposes of doubtthis Section 6.1(C), the Severance Payments payable under this Agreement “actuarial equivalent” shall be disregarded when determining determined using the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits same assumptions utilized under the Company’s post-retirement health care plans, as in effect Salaried Employees’ Pension Plan immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gD) The Company shall provide the Executive with reimbursement for up outplacement services suitable to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s position for a period of three (3) years or, if earlier, until the first day of employment with a new employer. (h) The Company shall provide acceptance by the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occursan offer of employment.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, if (i) the Executive’s employment 's employ­ment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The , the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive shall also be entitled with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause prior to Severance Payments under this Agreement a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (but only if a Change in Control occurs no later than six (6) months following the Executive’s termination of employment) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated without Cause by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (but only if a Change in ControlControl occurs no later than six (6) months following the Executive’s termination of employment). (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to one times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last Executive’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to under any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason. (bB) For the twenty-four (24) twelve month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after-tax cost to the Executive than the after-tax cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) twelve month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the after tax cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance circum­stance constituting Good Reason. (cC) Notwithstanding any provision of any annual incentive plan to the contrary contrary, the Company shall pay to the Executive an amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under any such plan or agreement maintained and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (ii) a pro rata portion to the Date of Termination of the Amount the Executive would have earned with respect to the year in which the Date of Termination occurs, calculated by or multiplying the award that the Executive would have earned for such year, based upon the actual level of achievement of the performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such year through the Company pursuant to which Date of Termination by twelve (12). (D) Notwithstanding any provision of the Company's Amended and Restated Long Term Incentive Plan, any other long term incentive plan, or any award agreement entered into thereunder, (i) all unvested stock options held by the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination shall vest and become exercisable on the Date of Termination, (i) and all service and performance based restrictions with respect to any restricted stock options held by the Executive on the Date of Termination shall lapseremain outstanding until their regularly-scheduled expiration date, determined as if the Executive's employment had not terminated; (ii) all unvested restricted stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to units held by the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option Executive on the date Date of Termination shall vest on the Change in Control, over the exercise price(s) Date of such stock appreciation rights or stock options, Termination; and (iii) all long-term performance cash awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which held by the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by on the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon Date of Termination shall vest on the Date of Termination, with the amount to be vested to be determined as if all applicable performance metrics had been achieved at the target level. (A) Notwithstanding any other provisions of this Agree­ment, in the event that any payment or benefit received or to be received by the Executive shall be credited (including any payment or benefit received in connection with an additional two years a Change in Control or the termination of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as defined under the Kaman Corporation Amended "Total Payments") would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the portion of the Total Payments that does not constitute deferred compensation within the meaning of section 409A of the Code shall first be reduced and Restated Employees' Pension Planthe portion of the Total Payments that does constitute deferred compensation within the meaning of section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) for purposes the net amount of calculating such Total Payments, as so reduced (and after subtracting the benefits payable under net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the SERP phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or this Section 5.1(dequal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (eB) If For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive would shall have become entitled waived at such time and in such manner as not to benefits under constitute a "payment" within the Company’s post-retirement health care plansmeaning of section 280G(b) of the Code shall be taken into account, as (ii) no portion of the Total Payments shall be taken into account which, in effect immediately prior to the Date opinion of Termination or, if more favorable tax counsel ("Tax Counsel") reasonably acceptable to the Executive, as does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in effect immediately prior calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to the first occurrence of an event or circumstance constituting Good Reasonsuch reasonable compensation, had the Executive’s employment terminated at any time during the period of twenty-four and (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (iiii) the date on which such coverage would have first become available value of any non‑cash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (ii4) of the date on which benefits described in Section 5.1 (b) terminateCode. (fC) The Company (i) shall prepay all remaining premiums At the time that payments are made under any insurance policy maintained by this Agree­ment, the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement a written statement setting forth the manner in which such payments were calculated and the basis for such calcula­tions including, without limitation, any opinions or other advice the Company has received from Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Executive objects to the Company's calculations, the Company shall pay to the Executive such portion of the Severance Payments (up to Thirty Thousand Dollars ($30,000100% thereof) as the Executive determines is necessary to result in the aggregate for outplacement servicesproper application of subsection A of this Section 6.2. 6.3 Subject to the provisions of Section 15 hereof, relocation costs, or both the payment provided however that reimbursement in subsections (A) and (C) of Section 6.1 hereof shall only be provided until made not later than the earlier of the first anniversary of fifth day following the Date of Termination Termination. Notwithstanding the above, to the extent the Executive is terminated (i) following a Change in Control but prior to a change in ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of section 409A of the Code) or (ii) prior to a Change in Control in a manner described in Section 6.1, to the extent required to avoid accelerated or additional tax under section 409A of the Code, amounts payable to the Executive hereunder, to the extent not in excess of the amount that the Executive would have received under any other pre-Change in Control severance plan or arrangement with the Company had such plan or arrangement been applicable, shall be paid at the time and in the manner provided by such plan or arrangement and the remainder shall be paid to the Executive in accordance with the provisions of this Section 6.3. 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive’s first day 's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of employment section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Execu­tive's written requests for payment accompanied with a new employer. (h) The such evidence of fees and expenses incurred as the Company shall provide reasonably may require; provided that in no event will payment be made for requests that are submitted later than December 15th of the Executive with his Company automobile. The book value then attributed to it by year following the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occursexpense is incurred.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his her dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his her dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. ; provided, however that, if necessary for such compensation to qualify as “performance-based compensation” under Section 162(m) of the Code, an unvested Post January 1, 2009 Award (das defined herein) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive shall only vest when such award would otherwise have vested and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, actual amount that the Executive shall receive with respect to any such award will be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in determined by multiplying the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If amount the Executive would have become entitled to benefits under received based upon actual performance for the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the entire period of twenty-four (24) months after the Date of Terminationby a fraction, the Company shall provide such post-retirement health care benefits to numerator which is the number of days the Executive remained employed with the Company during such award’s performance period and the Executivedenominator of which is the total number of days during such award’s dependents commencing on performance period. For purposes of this Section 5.1(c), a “Post January 1, 2009 Award” shall mean an LTIP Award intended to qualify as “performance-based compensation” within the later meaning of (iSection 162(m) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment Code with a new employerperformance period beginning after January 1, 2009. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “"Severance Payments”") in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under For purposes of this Agreement if Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company following a Change in Control, without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated without Cause by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (whether or not a Change in ControlControl ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two three (23) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two one (21) times the last annual bonus paid or awarded (to the extent not yet paid) "target bonus" applicable to the Executive at the Date of Termination or, if higher, the annual bonus actually paid for the fiscal year ending immediately prior to the fiscal year in the previous three years (if any) immediately preceding which occurs the Date of Termination, in either case pursuant to any annual bonus or incentive plan maintained by the Company. For purposes of this Agreement, the "target bonus" is an amount equal to the Executive's annual base salary rate at the Date of Termination times the target bonus opportunity percentage applicable to the Executive's salary grade at the Date of Termination. (b) For the twentythirty-four six (2436) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twentythirty-four six (2436) month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, options or stock appreciation rights or long-term performance awards, effective on the Date of Terminationrights, (i) all service and performance based restrictions with respect to any such restricted stock held by the Executive shall lapse, (ii) all stock appreciation rights and stock options held by the Executive shall be deemed become fully vested and then exercisable, and (iii) all stock options held by the Executive shall be canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, Control over the aggregate exercise price(s) price of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such awardoption. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “"Pension Plans”") or any successor plan thereto, effective upon the Company shall pay the Executive a lump sum amount, in cash, equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity (or such other annuity form for which the Executive is eligible under the Kaman Corporation Employees' Pension Plan (the "Plan"), the actuarial equivalent of which is greatest) commencing at the date (but in no event earlier than the fifth anniversary of the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued under the terms of all Pension Plans (without regard to any amendment to any Pension Plan made subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive shall be were fully vested thereunder and had accumulated (after the Date of Termination) sixty (60) additional months of service credit thereunder and had been credited under each Pension Plan during such period with an additional two years of “Credited Service” and “Continuous Service” compensation equal to the Executive's compensation (as defined in the Kaman Corporation Amended and Restated Employees’ each such Pension Plan) when calculating during the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan twelve (“SERP”)12) months immediately preceding Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plans as of the Date of Termination. For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d), "actuarial equivalent" shall be determined using the same assumptions utilized for purposes of determining optional forms of benefit under the Plan immediately prior to the Date of Termination or, if more favorable to the Executive, immediately prior to the first occurrence of an event or circumstance constituting Good Reason. (e) If the Executive would have become entitled to benefits under the Company’s 's post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s 's employment terminated at any time during the period of twentythirty-four six (2436) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s 's dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in subsection (B) of this Section 5.1 (b5.1(e) terminate. (f) The Company shall (i) shall either prepay all remaining premiums, or establish an irrevocable grantor trust holding an amount of assets sufficient to pay all such remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive that is in effect between the Executive and the Company, and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement outplacement services suitable to the Executive's position for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement servicesa period of two years or, relocation costsif earlier, or both provided however that reimbursement shall only be provided until the earlier first acceptance by the Executive of an offer of employment. 5.2 (A) Whether or not the Executive becomes entitled to the Severance Payments, if any of the first anniversary of payments or benefits received or to be received by the Date of Termination Executive in connection with a Change in Control or the Executive’s first day 's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a new employer. Change in Control or any Person affiliated with the Company or such Person) (hsuch payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which Excise Tax, the Date Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of Termination occursany Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) Term by the Company for without Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control.: (a) In lieu of any further salary payments All outstanding stock options and restricted stock units awarded previously to the Executive for periods subsequent to shall vest immediately upon the Date of Termination and in lieu of any severance benefit payable Termination, subject to the Executive under satisfactory achievement of the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to performance goals set for the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(IITermination) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive determined in the previous three years (if any) immediately preceding reasonable judgment of the Date Compensation Committee of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyBoard of Directors. (b) For Until the twenty-four (24) month period immediately following Executive reaches the Date age of Termination65, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater an after-tax cost to the Executive than which shall not exceed the lower of: (1) an amount calculated by multiplying the percentage share of the Company’s health insurance costs paid by employees at such time (e.g., 25%) by the monthly cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by Company of obtaining health care insurance coverage for the Executive pursuant to this Section 5.1(b) shall be reduced and his dependents substantially similar to the extent benefits of the same type are received by or made available by a subsequent employer health care insurance provided to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination, or (2) $1,000 per month. 5.2 If the Executive’s employment is terminated during the Term by the Executive with Good Reason or by the Company without Cause AND Xxxxx Xxxxxxx is no longer the Chief Executive Officer of the Company, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described below (“Severance Payments”): (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination or, if more favorable and in lieu of any severance benefit otherwise payable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision Company shall pay to the contrary Executive a lump sum severance payment, in any plan or agreement maintained by or through cash (“Cash Severance Payment”), equal to two times the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date sum of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, base salary as in effect immediately prior to the Date of Termination or, if more favorable to the Executivehigher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had and (ii) the Executive’s employment terminated at target annual bonus under any time during annual bonus or annual incentive plan maintained by the period Company in respect of twenty-four (24) months after the fiscal year in which occurs the Date of TerminationTermination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason. (b) Until the Executive reaches the age of 65, health insurance benefits as set forth in section 5.1(b) hereof. (c) Notwithstanding the foregoing provisions of this Section 5, the Company shall provide such post-retirement health care benefits not be obligated to pay the Severance Payments to the Executive unless the Executive shall have signed a release of claims (other than with respect to claims arising under this Agreement, that certain letter agreement between the Executive and the ExecutiveCompany dated as of May 1, 2006 (the “Offer Letter”) or any documents evidencing grants or awards of equity based compensation, existing rights to indemnification or coverage under the Company’s dependents commencing liability insurance policies, and rights under the Company’s benefits plans not inconsistent with the terms of this Agreement) in favor of the Company in a form to be prescribed by the Board, and all applicable rescission periods provided by law shall have expired. The Company shall pay the Cash Severance Payment to the Executive on or before the thirtieth day after the later of (i) the date on which such coverage would have first become available and Date of Termination, (ii) the date on of the Notice of Termination, and (iii) the date upon which benefits described the conditions set forth in this Section 5.1 (b5.2(C) terminateare satisfied. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained 5.3 If the Executive’s employment is terminated during the Term by the Company insuring the life of Executive without Good Reason and the Executive that is in effect between the age of 62 and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of 65 on the Date of Termination or Termination, then in such event, until the Executive reaches the age of 65, the Company shall arrange to provide health insurance benefits as set forth in section 5.1(b) hereof. 5.4 If the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax is terminated during the calendar year in which the Date Term by reason of Termination occursdeath or Disability, then there shall be no payments under this Agreement.

Severance Payments. 5.1 If 3.1 Subject to Section 3.2 hereof, if the ExecutiveEmployee’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive Employee without Good Reason, then the Company shall pay the Executive Employee the amounts, and provide the Executive Employee the benefits benefits, described in this Section 5 3.1 (collectively, the “Severance Payments”) ), in addition to any payments and benefits to which the Executive Employee is entitled under Section 4 of this Agreement. The Executive shall also be entitled with respect to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution Date of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in ControlTermination. (aA) In lieu of any further salary payments to the Executive Employee for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwiseEmployee, the Company shall pay to the Executive Employee a lump sum severance payment, in cash, equal to one-half times the sum of (i) two (2) times the ExecutiveEmployee’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstanceTermination, and (ii) two (2) times the last Employee’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to under any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination; provided, however, that if a Change in Control occurs within six months of Employee’s hire date, the Company shall pay to the Employee a lump sum severance payment, in cash, equal to one-quarter times the sum of (i) and (ii) immediately above. (bB) For the twenty-four (24) sixth month period immediately following the Date of Termination, the Company shall arrange to provide the Executive Employee and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive Employee and his dependents immediately prior to the Date of Termination orTermination, if more favorable at no greater after-tax cost to the ExecutiveEmployee than the after-tax cost to the Employee immediately prior to such date; provided, however, that if a Change in Control occurs within six months of Employee’s hire date, the Company shall arrange to provide the Employee and his dependents for the three month period immediately following the Date of Termination life, disability, accident and health insurance benefits substantially similar to those provided to the Executive Employee and his dependents immediately prior to the first occurrence Date of an event or circumstance constituting Good ReasonTermination, at no greater after-tax cost to the Executive Employee than the after-tax cost to the Executive Employee immediately prior to such date or occurrencedate. Benefits otherwise receivable by the Executive Employee pursuant to this Section 5.1(b3.1(B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive Employee during the twenty-four (24) three month period following the Date Employee’s termination of Termination employment (and any such benefits received by or made available to the Executive Employee shall be reported to the Company by the ExecutiveEmployee); provided, however, that the Company shall reimburse the Executive Employee for the excess, if any, of the after tax cost of such benefits to the Executive Employee over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good ReasonTermination. (cC) Notwithstanding any provision of any annual incentive plan to the contrary in any plan or agreement maintained by or through contrary, the Company pursuant shall pay to the Employee an amount, in cash, equal to the sum of (i) any unpaid incentive compensation which the Executive has been granted restricted stockallocated or awarded to the Employee for a completed fiscal year preceding the Date of Termination under any such plan and which, stock options, stock appreciation rights or long-term performance awards, effective on as of the Date of Termination, (i) all service is contingent only upon the continued employment of the Employee to a subsequent date, and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior pro rata portion to the Date of Termination or, if more favorable of the Amount the Employee would have earned with respect to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs, calculated by multiplying the award that the Employee would have earned for such year, based upon the actual level of achievement of the performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such year through the Date of Termination by twelve (12). (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee (including any payment or benefit received in connection with a Change in Control or the termination of the Employee’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement, the portion of the Total Payments that does not constitute deferred compensation within the meaning of section 409A of the Code shall first be reduced and the portion of the Total Payments that does constitute deferred compensation within the meaning of section 409A of the Code shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (B) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Employee, does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code (including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (C) At the time that payments are made under this Agreement, the Company shall provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). If the Employee objects to the Company’s calculations, the Company shall pay to the Employee such portion of the Severance Payments (up to 100% thereof) as the Employee determines is necessary to result in the proper application of subsection A of this Section 3.2. 3.3 Subject to the provisions of Section 12 hereof, the payment provided in subsections (A) and (C) of Section 3.1 hereof shall be made not later than the fifth business day following the Date of Termination.

Severance Payments. 5.1 If 2.1 Provided that Employee has signed the Executive’s employment Release attached hereto as Exhibit A (the "Release"), the Company shall pay the Employee the payments described in this Section 2.1 (the "Severance Payments") upon the termination of the Employee's employment, unless such termination is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (Aa) by the Company for Cause, (Bb) by reason of death or Disability, or (Cc) by the Executive Employee without Good Reason, then . Notwithstanding the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectivelyforegoing, the “Severance Payments”) in addition Company's obligation to any payments and benefits to which pay Employee the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at to provide any time beginning on the first day other benefit to Employee hereunder shall immediately cease (i) upon Employee's breach of any of the 90 day period immediately prior provisions set forth in Section 3 below, or (ii) if Employee revokes or attempts to revoke the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in ControlRelease. (a) In lieu of any further salary payments to the Executive Employee for periods subsequent to after the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive Employee (other than any such benefit that may accrue under the Executive’s Employment Agreement with the Company or otherwiseCompany's Stock Option Plan), the Company shall pay to the Executive Employee, in cash, within thirty (30) days after the first day of each of four consecutive six month periods the first of which shall begin on the first of the month following the Date of Termination, for a total of twenty-four (24) months, an amount equal to 1/2 of the Employee's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based. In no event shall the total payments made under this Section 2.1(a) be more than 200% of the Employee's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based. (b) Notwithstanding any provision of any short-term incentive bonus arrangement applicable to the Employee, if any (the "Bonus Plan"), the Company shall pay to the Employee a lump sum severance paymentamount, in cash, equal to the sum of (i) two any bonus amount which has been allocated or awarded to the Employee for a completed fiscal year or other measuring period preceding the Date of Termination but has not yet been paid, and (2ii) times the Executive’s base salary as in effect immediately prior a pro rata portion to the Date of Termination or, if Section 18(n)(II) is applicable of the aggregate value of all contingent bonus awards to the Employee for all uncompleted periods under the Bonus Plan calculated as an event or circumstance constituting Good Reason, to each such award by assuming the rate in effect immediately prior achievement of the target performance level within the performance range established with respect to such event or circumstance, award and (ii) two (2) times basing such pro-rata portion upon the last annual bonus paid or awarded (to portion of the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding award period that has elapsed as of the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (bc) For the twentyone-four (24) month year period immediately following starting on the Date of Termination (in the case of an Early Termination), or for the two-year period starting on the Date of Termination (in the case of a Later Termination), as the case may be, the Company shall arrange to provide the Executive Employee with life, disability and his dependents medical, dental, and accidental death and disability accident insurance benefits substantially similar to those provided to which the Executive and his dependents Employee is receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits if such reduction constitutes Good Reason). For the entire period beginning on the Date of Termination orand ending on the earlier of the Employee's death or the Employee's 65th birthday, if more favorable Company shall arrange to provide the Executive, Employee with health insurance benefits substantially similar to those provided to which the Executive and his dependents Employee is receiving immediately prior to the first occurrence Notice of an event or circumstance constituting Termination (without giving effect to any reduction in such benefits if such reduction constitutes Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence). Benefits otherwise receivable by the Executive Employee pursuant to this Section 5.1(b2.1(c) shall be reduced to the extent comparable benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits actually received by or made available to the Executive Employee without cost during the above-referenced period. In addition, any such benefits actually received by the Employee shall be reported to the Company by the ExecutiveEmployee. (a) Whether or not the Employee becomes entitled to the Severance Payments, if any of the Total Payments (as defined in subsection (b) below) will be subject to an excise tax under Section 4999 of the Code (the "Excise Tax"); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits pay to the Executive over Employee an additional amount (the "Gross-Up Payment") such cost immediately prior to that the Date net amount retained by the Employee, after deduction of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective Excise Tax on the Date of TerminationTotal Payments and any federal, (i) all service state and performance based restrictions with respect to any restricted stock shall lapselocal income tax and Excise Tax upon the payment provided for by this Section 2.2, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value Total Payments over the payment provided for by this Section 2.2. (b) For purposes of determining whether any of the shares of Parent Company stock Total Payments will be subject to the stock appreciation right Excise Tax and the amount of such Excise Tax, (i) any payments or stock option on benefits received or to be received by the date Employee in connection with a Change of Control or the Employee's termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company (the "Total Payments"), shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Change Code) unless, in Controlthe opinion of tax counsel selected by the Company's independent auditors and reasonably acceptable to the Employee, over the exercise price(ssuch payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, and all "excess parachute payments" (within the meaning of section 280G(b)(1) of the Code) shall be treated as subject to the Excise Tax unless, in the opinion of such stock appreciation rights tax counsel, such excess parachute payments (in whole or stock optionsin part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (iiiii) all longthe value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-term performance awards Up Payment, the Employee shall be deemed fully vested and fully earned and then shall to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be canceled made, FICA taxes at the highest rate applicable with respect to wages in exchange for a cash payment equal to 100% excess of the target value Social Security taxable wage base in effect for the year of each such award. (d) In addition to payment, and state and local income taxes at the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date highest marginal rate of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined taxation in the Kaman Corporation Amended state and Restated Employees’ Pension Plan) when calculating locality of the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the ExecutiveEmployee's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to residence on the Date of Termination or(or such other time as is hereinafter described), if more favorable net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of the Employee's employment (or such other time as is hereinafter described), the Employee shall repay to the ExecutiveCompany, as at the time that the amount of such reduction in effect immediately prior Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the first occurrence Excise Tax and federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Employee to the extent that such repayment results in a reduction in Excise Tax or a federal, state or local income tax deduction) plus interest on the amount of an such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of the Employee's employment (or circumstance constituting Good Reason, had such other time as is hereinafter described) (including by reason of any payment the Executive’s employment terminated existence or amount of which cannot be determined at any the time during of the period of twentyGross-four (24) months after the Date of TerminationUp Payment), the Company shall provide make an additional Gross-Up Payment in respect of such post-retirement health care benefits excess (plus any interest, penalties or addition payable by the Employee with respect to such excess) at the time that the amount of such excess is finally determined. The Employee and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Executive and Total Payments. If an Employee who remains in the Executive’s dependents commencing on employ of the Company becomes entitled to the payment provided for by this paragraph, such payment shall be made no later than the later of (i) the fifth day following the date on which such coverage would have first become available the Employee notifies the Company that he is subject to the Excise Tax and (ii) twenty days prior to the date on which benefits described in Section 5.1 (b) terminatethe Excise Tax is initially due. (fd) The payments provided for in this Section 2.2 shall be made as soon as practicable prior to the date that Employee is obligated to pay the Excise tax; provided, however, that, if the amounts of such payments cannot be finally determined on or before such day, the Company (i) shall prepay all remaining premiums under any insurance policy maintained pay to the Employee on such day an estimate, as determined in good faith by the Company insuring the life of the Executive minimum amount of such payments to which the Employee is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined. In the event that is in effect and (ii) the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall transfer constitute a loan by the Company to the Executive any and all rights and incidents Employee, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in section 1274(b)(2)(B) of ownership in such arrangements at no cost to the Executive. (g) The Code). At the time that payments are made under this section, the Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment Employee with a new employer. (h) The Company shall provide written statement setting forth the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year manner in which such payments were calculated and the Date of Termination occursbasis for such calculations including.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two three (23) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two three (23) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two three years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 5.1 (collectively, the “"Severance Payments”") and Section 5.2, in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Controlhereof. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with any severance plan or program maintained by the Company or otherwise(including, without limitation, any severance benefit payable under that certain agreement (the "Existing Agreement"), dated as of __________, by and between the Executive and the Company), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last maximum amount of annual bonus paid or awarded (to the extent not yet paid) to that could be earned by the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the first event or circumstance constituting Good Reason. As of the date hereof, the Executive's base salary is $_______ and the Executive's maximum annual bonus is ____% of such base salary. (bB) For the twenty-four three (243) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to had the Executive immediately prior to remained employed by the Company during such date or occurrenceperiod. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b5.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to the Executive during the twenty-four (24) month three year period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over the cost the Executive would have incurred for such cost immediately prior benefits had the Executive remained employed by the Company during such period. (C) Notwithstanding any provision of any annual incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to a pro rata portion to the Date of Termination or, if more favorable to of the Executive, aggregate value of the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which bonus payment the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on would have received for the year including the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to calculated by multiplying the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If bonus that the Executive would have become entitled earned for such year, assuming the achievement, at the level that would produce an award equal to benefits under _____% of the Company’s post-retirement health care plans, Executive's base salary as in effect immediately prior to the Date of Termination or, if more favorable to the Executivehigher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had of the Executive’s employment terminated at individual and corporate performance goals established with respect to such bonus, by the fraction obtained by dividing the number of full months and any time fractional portion of a month during the period of twenty-four (24) months after such year through the Date of TerminationTermination by twelve. (D) The Company shall (i) reimburse the Executive for outplacement services suitable to the Executive's position for a period of one year or, if earlier, until the first acceptance by the Executive of an offer of employment, (ii) reimburse the Executive for financial planning services for a period of one year and (iii) provide the Executive with reasonable office space and secretarial services for a period of three (3) years. The outplacement services referred to under clause (i) above shall be no less favorable to the Executive than the outplacement services provided under any plan, program or arrangement by CIGNA Corporation to any of its senior executive officers. (A) If the Executive becomes entitled to the Severance Payments and, if any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, CIGNA Corporation or any Person affiliated with the Company or CIGNA Corporation) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be subject to the Excise Tax, the Company shall provide such post-retirement health care benefits pay to the Executive and an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive’s dependents commencing , after deduction of any Excise Tax on the later of Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment (i) but not taking into account any federal, state or local income or employment tax otherwise payable with respect to the date on which such coverage would have first become available and (ii) Total Payments), shall be equal to the date on which benefits described in Section 5.1 (b) terminateTotal Payments. (fB) The Subject to the provisions of Section 5.2(C), all determinations required to be made under this Section 5.2, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a nationally recognized accounting firm designated by the Company, which is not and was not immediately prior to the Change in Control serving as accountant or auditor for CIGNA Corporation or the Company (i) the "Accounting Firm"). The Accounting Firm shall prepay all remaining premiums under any insurance policy maintained by provide detailed supporting calculations both to the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. within thirty (g30) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary days of the Date of Termination or such earlier date as may be requested by the Company; provided, however that if, pursuant to Section 5.3, the payment of amounts due under Sections 5.1(A) and/or (C) is delayed due to the inability to finally determine such amounts within the specified period, the time for the Accounting Firm to provide such supporting calculations may be similarly extended. Any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid to the Executive within ten (10) business days of the Accounting Firm's determination. The Accounting Firm shall furnish the Executive with its opinion that the filing by the Executive of the Executive’s first day 's federal income tax return in accordance with the Accounting Firm's determination (or redetermination in accordance with Section 5.2(C) below) will not result in the imposition of employment with a new employer. (h) The negligence or similar penalty on the Executive; provided, however, that if the opinion of the Accounting Firm cannot be obtained using reasonable efforts and at a reasonable cost the Company shall provide the Executive with his Company automobilesuch other written advice of the Accounting Firm as shall be reasonably obtainable. The book value then attributed to it Any determination by the leasing company will Accounting Firm shall be considered “fringe benefit” binding on the Executive and the Company. For purposes of determining the amount of the Gross-Up Payment, unless the facts clearly indicate otherwise, the Executive shall be deemed to pay federal income and that amount will be subject to tax during at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination occurs(or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 5.2), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (C) In the event that the Excise Tax is Finally Determined (as defined below) to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within ten (10) business days following the time that the amount of such reduction in the Excise Tax is Finally Determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's taxable income and wages for purposes of federal, state and local income and employment taxes), plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is Finally Determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within ten (10) business days following the time that the amount of such excess is Finally Determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. The Executive shall provide the Company with prompt notice of any claims by the Internal Revenue Service (the "Service") that, if successful, would require payment of an additional Gross-Up Payment, shall permit the Company to determine whether to contest such claims (at the Company's own expense, holding the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses), shall permit the Company to participate in any proceedings relating to such claims, and shall take such actions and provide such information in connection with such claims as the Company shall reasonably direct and request. For purposes of this Section 5.2(C), "Finally Determined" means, with respect to any change in the amount of the Excise Tax taken into account in calculating the Gross-Up Payment, (i) when the change originates with a claim by the Service, a determination by the final administrative or judicial tribunal to which the matter is appealed; or (ii) in all other cases, when circumstances so require, a redetermination of the amount of the Excise Tax by the Accounting Firm.

Severance Payments. 5.1 If 10.1 The Company shall pay the Executive the payments described in this Section 10.1 (the "Severance Payments") upon the termination of the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change Change- in-Control and prior to the end of the Change-in-Control Protective Period, in Controladdition to the payments and benefits described in Sections 6 and 7 hereof, other than unless such termination is (Ai) by the Company for Cause, (Bii) by reason of death death, Disability or DisabilityRetirement, or (Ciii) by the Executive without Good Reason. For purposes of the immediately preceding sentence, then if a termination of the Executive's employment occurs prior to a Change-in-Control, but following a Potential Change-in-Control in which a Person has entered into an agreement with the Company the consummation of which will constitute a Change-in-Control, such termination shall pay be deemed to have followed a Change-in-Control and to have been (i) by the Executive the amountsCompany without Cause, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s 's employment is terminated without Cause by at the Company direction of such Person, or (ii) by the Executive for with Good Reason, if the Executive terminates his employment with Good Reason at any time beginning on and the first day of the 90 day period immediately prior act (or failure to the execution of a definitive purchase and sale agreement that results in act) which constitutes Good Reason occurs following such Change in Potential Change-in-Control and at the closing direction of such Change in ControlPerson. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination Termination, in lieu of any lump sum payment with respect to aggregate Base Salary otherwise payable pursuant to Section 8 hereof, and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of: (i) the higher of the Executive's annual Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Executive's annual Base Salary in effect immediately prior to the Change-in-Control, and (ii) the incentive compensation award the Executive would have received under the Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, for the year in which the Date of Termination occurs, calculated in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan, without, however, giving effect to any pro-rata adjustments contained in said provisions. (B) Notwithstanding any provision of the Company's Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the Annual Executive Incentive Plan, or any successor annual executive incentive compensation plan, but has not yet been either (x) paid (pursuant to Section 6.2 hereof or otherwise) or (y) deferred pursuant to the Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the Annual Executive Incentive Plan or any successor annual executive incentive compensation plan, calculated as to each such award in accordance with Article XI (A) (iii) of the Annual Executive Incentive Plan or any comparable provision in any successor annual executive incentive compensation plan. (C) In determining the retirement benefits to which the Executive is entitled under the Company's Supplemental Executive Retirement Plan, the Executive shall be given an additional two (2) times years of service credit at the Executive’s base salary as in effect 's highest annual rate of compensation during the twelve (12) months immediately preceding the Date of Termination and shall be deemed to be two (2) years older than he is; provided that if the Executive does not have at least ten (10) years of service credit under the Company's Supplemental Executive Retirement Plan after such additional two (2) years of service credit, the Executive shall be deemed to have at least ten (10) years of service credit under the Supplemental Executive Retirement Plan; such benefits shall be determined without regard to any amendment to the Supplemental Executive Retirement Plan made subsequent to a Change-in-Control and on or prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to which amendment adversely affects in any annual bonus or incentive plan maintained by manner the Companycomputation of retirement benefits thereunder. (bD) For the twentya thirty-four six (2436) month period immediately following after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and his dependents medical, dental, and accidental death and disability health insurance benefits substantially similar to those provided to which the Executive and his dependents is receiving immediately prior to the Date Notice of Termination or, (without giving effect to any reduction in such benefits subsequent to a Change-in-Control if more favorable to the Executive, those provided to the Executive and terminated his dependents immediately prior to the first occurrence of an event employment for Good Reason or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrencewas terminated without Cause). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b10.1(D) shall be reduced to the extent comparable benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the benefits provided to the Executive under this Section 10.1(D) shall result in a Gross-Up Payment pursuant to Section 10.2, and these Section 10.1(D) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Gross-Up Payment shall be recalculated so as to reflect that reduction, and the Executive shall refund to the Company an amount equal to any calculated reduction in the Gross-Up Payment, but only if, and to the extent, the Executive receives a refund of any Excise Tax previously paid by the Executive pursuant to Section 10.2 hereof. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive on account of a Change-in-Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) Subject to the provisions of Section 10.2(C) hereof, all determinations required to be made under this Section 10.2, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination and/or such earlier date(s) as may be requested by the Company or the Executive (each such date and the Date of Termination shall be referred to as a "Determination Date", for purposes of this Section 10.2(B) and Section 10.3 hereof). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 10.2(B), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm under this Section 10.2(B) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10.2(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (C) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall reimburse bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for the excessany Excise Tax or income tax, if anyincluding interest and penalties with respect thereto, of the cost imposed as a result of such benefits to representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10.2(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive over to pay the tax claimed and sue for a refund or contest the claim in any permissixxx manner, and the Executive agrees to prosecute such cost immediately prior contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Date of Termination orCompany shall determine; provided, however, that if more favorable the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amounx xf such payment to the Executive, on an interest-free basis and shall indemnify and hold the first occurrence Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of an event the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross- Up Payment would be payable hereunder and the Executive shall be entitled to settle or circumstance constituting Good Reasoncontest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (cD) Notwithstanding any provision to If, after the contrary in any plan or agreement maintained receipt by or through the Executive of an amount advanced by the Company pursuant to which Section 10.2(C) hereof, the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions becomes entitled to receive any refund with respect to any restricted stock such claim, the Executive shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right Company's complying with the requirements of Section 10.2(C) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or stock option credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 10.2(C) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 10.3 The payments provided for in Section 10.1 hereof (other than Section 10.1(C) and (D)) shall be made not later than the fifth day following each Determination Date, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the date Company shall pay to the Executive on such day an estimate, as determined by the Executive, of the Change in Control, over the exercise price(s) minimum amount of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits payments to which the Executive is clearly entitled under any tax-qualifiedand shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after each Determination Date. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, supplemental or such excess benefit pension plan maintained shall constitute a loan by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to payable on the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four fifth (245th) months business day after the Date of Termination, demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 10.4 The Company also shall provide such post-retirement health care benefits pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any such termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) business days after delivery of the Executive’s dependents commencing on the later 's written requests for payment accompanied with such evidence of (i) the date on which such coverage would have first become available fees and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by expenses incurred as the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executivereasonably may require. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two three (23) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two three (23) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three (3) years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. ; provided, however that, if necessary for such compensation to qualify as “performance-based compensation” under Section 162(m) of the Code, an unvested Post January 1, 2009 Award (das defined herein) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive shall only vest when such award would otherwise have vested and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, actual amount that the Executive shall receive with respect to any such award will be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in determined by multiplying the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If amount the Executive would have become entitled to benefits under received based upon actual performance for the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the entire period of twenty-four (24) months after the Date of Terminationby a fraction, the Company shall provide such post-retirement health care benefits to numerator which is the number of days the Executive remained employed with the Company during such award’s performance period and the Executivedenominator of which is the total number of days during such award’s dependents commencing on performance period. For purposes of this Section 5.1(c), a “Post January 1, 2009 Award” shall mean an LTIP Award intended to qualify as “performance-based compensation” within the later meaning of (iSection 162(m) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment Code with a new employerperformance period beginning after January 1, 2009. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of Executive's “Credited Service” and “Continuous ServiceAnnual Plan Benefit” (as defined in under the Kaman Corporation Amended and Restated Employees’ ' Pension Plan) when calculating shall be multiplied by a fraction, the numerator of which is 32, and the denominator of which is 30, for purposes of determining the Executive’s 's benefit under the Kaman Corporation Supplemental Employees Employees' Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death death, Disability or DisabilityRetirement, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the following amounts, and provide the Executive the following benefits described in this Section 5 (collectively, the “Severance Payments”), together with any Gross-Up Payment payable under Section 6(b) hereof, in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control.5 hereof: (ai) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise(including pursuant to any employment agreement), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to 1.5 times the sum of (ix) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (iiy) two (2) times the last Executive’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the Change in Control. (bii) For the twenty-four (24) month two year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of “parachute payments” pursuant to Section 6(b) hereof), such insurance benefits shall be provided through a third-party insurer. The Company’s payment of such premiums shall be paid directly to the relevant third party insurers on a monthly basis. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6(a)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to of the Executive during the twenty-four (24) month two year period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (ciii) Notwithstanding any provision to the contrary in of any stock option plan, stock incentive plan, restricted stock plan or similar plan or agreement maintained by or through to the Company pursuant to which the Executive has been granted restricted stockcontrary, stock options, stock appreciation rights or long-term performance awards, effective on as of the Date of Termination, (ix) the Executive shall be fully vested in all service outstanding options to acquire stock of the Company (or the options of any parent, surviving, or acquiring company then held by the Executive) and performance all then outstanding restricted shares of stock of the Company and other equity-based restrictions with respect awards (including restricted stock units) (or such parent, surviving or acquiring company) held by the Executive, and (y) subject to any limitation on exercise in any such plan or agreement that may not be amended without stockholder approval, all options referred to in clause (x) above shall be immediately exercisable and shall remain exercisable until the earlier of (1) the second anniversary of the Date of Termination, or (2) the otherwise applicable expiration date of the term of such option. (iv) To the extent that the full vesting of any stock option, share of restricted stock shall lapseor other equity-based award, or the full exercisability of any stock option or other equity-based award, provided for in Section 5(c) or Section 6(a)(iii) should violate any law, rule or regulation of any governmental authority or self-regulatory organization applicable to the Company, or to the extent otherwise determined by the Company in its sole discretion, the Company may, in lieu of providing any vesting or exercisability rights pursuant to Section 5(c) or 6(a)(iii), (iix) cancel any or all stock appreciation rights and stock of the Executive’s outstanding options shall be deemed fully vested and then canceled in exchange for a cash payment lump sum payment, in cash, equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right underlying such options (whether or stock option not vested or exercisable) on the date Date of Termination (as reasonably determined by the Change Board in Control, good faith) over the aggregate exercise price(s) of price provided for in such stock appreciation rights or stock options, and (iiiy) all longrepurchase any shares of restricted stock or other equity-term performance based awards (including restricted stock units) at their fair market value (as determined by the Board without regard to the restrictions on such shares of stock). The lump sum payment provided for in this Section 6(a)(iv) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% made, if at all, within thirty (30) days of the target value Date of each such awardTermination, with the payment date determined by the Company in its sole discretion. (dv) In addition The Company shall pay to the retirement benefits Executive a lump sum amount, in cash, equal to which the Executive is entitled Executive’s target annual bonus under any tax-qualified, supplemental or excess benefit pension bonus plan maintained by the Company and any other plan or agreement entered into between in respect of the Executive and fiscal year in which occurs the Company Date of Termination multiplied by a fraction, the numerator of which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon number of days in such fiscal year through and including the Date of Termination, and the Executive denominator of which is 365. The lump sum payment provided for in this Section 6(a)(v) shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination ormade, if more favorable to the Executiveat all, as in effect immediately prior to the first occurrence within thirty (30) days of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, with the payment date determined by the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminateits sole discretion. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gvi) The Company shall provide the Executive with reimbursement outplacement services suitable to the Executive’s position for up a period of one year following his or her Date of Termination or, if earlier, until the first acceptance by the Executive of an offer of employment. For purposes of this Agreement, the Executive’s employment shall be deemed to Thirty Thousand Dollars have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if ($30,000x) the Executive’s employment is terminated by the Company without Cause (whether or not a Change in Control ever occurs) and, at the aggregate for outplacement servicestime of such termination, relocation coststhe Company is a party to a written agreement the consummation of which would constitute a Change in Control, or (y) the Executive terminates his employment for Good Reason (whether or not a Change in Control ever occurs) within six (6) months of the occurrence of the event which constitutes Good Reason, or if shorter, the end of the term, and, both provided however at the time the event occurs that reimbursement constitutes Good Reason and at the time of such termination, the Company is a party to such an agreement. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the Severance Payments to be made to the Executive pursuant to this Section 6(a) shall only be made in reliance upon Treasury Regulations promulgated under Section 409A of the Code, including Section 1.409A-1(b)(9) of the Treasury Regulations (including any exceptions from the application of Section 409A thereunder) or Section 1.409A-1(b)(4) of the Treasury Regulations. For this purpose, each Severance Payment shall be considered a separate and distinct payment for purposes of Section 409A of the Code. However, to the extent any such payments are treated as non-qualified deferred compensation subject to Section 409A of the Code, then (a) no amount shall be payable pursuant to this Section 6(a) unless Executive’s termination of employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations and (b) if Executive is deemed at the time of his separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the Severance Payments to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of Executive’s Severance Payments shall not be provided until to Executive prior to the earlier of (x) the first anniversary expiration of the Date six-month period measured from the date of Termination or the Executive’s first day “separation from service” with the Company (as such term is defined in Section 1.409A-1(h) of employment with the Treasury Regulations) or (y) the date of Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this paragraph shall be paid in a new employer. (h) lump sum to the Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The Company shall provide determination of whether the Executive with is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of his Company automobile. The book value then attributed to it separation from service shall be made by the leasing company will be considered “fringe benefit” income Company in accordance with the terms of Section 409A of the Code and that amount will be subject to tax during applicable guidance thereunder (including without limitation Section 1.409A-1(i) of the calendar year in which the Date of Termination occursTreasury Regulations and any successor provision thereto).

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vest when such award would otherwise have vested and fully earned and then the actual amount that the Executive shall receive with respect to any such award will be canceled in exchange determined by multiplying the amount the Executive would have received based upon actual performance for the entire period by a cash payment equal to 100% fraction, the numerator which is the number of days the target value of each Executive remained employed with the Company during such award’s performance period and the denominator of which is the total number of days during such award’s performance period. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (fe) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. Notwithstanding the foregoing, in no event shall the Company establish or fund any such rabbi trust in a manner or on terms that would result in the imposition of any tax, penalty or interest under Section 409A(b)(1) of the Code and in no event shall the Company be obligated to, nor shall it, fund any such rabbi trust “in connection with a change in the employer’s financial health” within the meaning of Section 409A(b)(2) of the Code. In the event that one or more premiums become due and payable during the six-month period beginning on the Executive’s employment termination, the Company shall timely notify the Executive so that any such premium payment can be made by the Executive directly to the insurance carrier. At the end of such six-month period, the Company shall reimburse the Executive for all such premiums paid by the Executive, with interest at the applicable federal rate under Section 1274 of the Code, determined as of the Date of Termination. (gf) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. It is intended that reimbursements under this Section 5.1(g) shall not constitute a “deferral of compensation” for - 4 - purposes of Section 409A of the Code pursuant to Treas. Reg. Sect. 1.409A-1(a)(9)(v)(A) and (C). (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, if the Executive’s employment is terminated during the twenty-four (24) month two year period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “Severance Payments”) ), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The , the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive shall also be entitled with Good Reason, if within the 90 day period prior to Severance Payments under this Agreement if a Change in Control (i) the Executive’s employment is terminated without Cause by the Company without Cause and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two the greater of (21) times the last target annual bonus paid or awarded (to the extent not yet paid) to of the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or (2) the annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company with respect to the fiscal year ending immediately prior to the fiscal year in which occurs the Date of Termination. (bB) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicalhealth, dental, vision care and accidental death and disability dental insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after tax cost to the Executive than the after tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to the Executive during the twenty-four (24) month period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part), by the Company, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero); provided, however, that the Company shall reimburse Executive may elect to have the Executive for the excess, if any, noncash Severance Payments reduced (or eliminated) prior to any reduction of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reasoncash Severance Payments. (cB) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date For purposes of Terminationthis limitation, (i) all service no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and performance based restrictions with respect in such manner as not to any restricted stock constitute a “payment” within the meaning of section 280G(b) of the Code shall lapsebe taken into account, (ii) all stock appreciation rights and stock options no portion of the Total Payments shall be deemed fully vested and then canceled taken into account which, in exchange for a cash payment equal the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the excess of Executive and selected by the fair market value of the shares of Parent Company stock subject accounting firm which was, immediately prior to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(sCompany’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of such stock appreciation rights the Code, including by reason of section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or stock options(ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (iiiiv) all long-term performance awards the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be deemed fully vested determined by the Auditor in accordance with the principles of sections 280G(d)(3) and fully earned and then shall be canceled in exchange for a cash payment equal to 100% (4) of the target value of each such awardCode. (dC) In addition If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between good faith of the Executive and the Company which is designed in applying the terms of this Section 6.2, the Total Payments paid to provide or for the Executive supplemental retirement benefits Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the Excise Tax, then, if such repayment would result in (i) no portion of the “Pension Plans”remaining Total Payments being subject to the Excise Tax and (ii) or any successor plan theretoa dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, effective upon the Date of Terminationstate and local income and employment taxes, the Executive shall be credited with have an additional two years of “Credited Service” and “Continuous Service” (as defined in obligation to pay the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior Company upon demand an amount equal to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later sum of (i) the date on which excess of the Total Payments paid to or for the Executive’s benefit over the Total Payments that could have been paid to or for the Executive’s benefit without any portion of such coverage would have first become available Total Payments being subject to the Excise Tax; and (ii) interest on the date on which benefits described amount set forth in Section 5.1 (b) terminate. (f) The Company clause (i) shall prepay all remaining premiums under any insurance policy maintained by of this sentence at the Company insuring the life rate provided in section 1274(b)(2)(B) of the Executive that is in effect and (ii) shall transfer to Code from the Executive any and all rights and incidents date of ownership in such arrangements at no cost to the Executive’s receipt of such excess until the date of such payment. 6.3 Subject to Section 14 hereof, the payments provided in subsection (gA) The of Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination. At the time that payments are made under this Agreement, the Company shall provide the Executive with reimbursement a written statement setting forth the manner in which such payments were calculated and the basis for up such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to Thirty Thousand Dollars ($30,000) the statement). 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier termination of the first anniversary of the Date of Termination or the Executive’s first day employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of employment section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with a new employersuch evidence of fees and expenses incurred as the Company reasonably may require. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 5.1 (collectively, the “"Severance Payments”") and Section 5.2, in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Controlhereof. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with any severance plan or program maintained by the Company or otherwise(including, without limitation, any severance benefit payable under that certain agreement (the "Existing Agreement"), dated as of ________________, by and between the Executive and the Company), the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two (2) times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last maximum amount of annual bonus paid or awarded (to the extent not yet paid) to that could be earned by the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, in respect of the fiscal year in which occurs the first event or circumstance constituting Good Reason. As of the date hereof, the Executive's base salary is $________ and the Executive's maximum annual bonus is ___% of such base salary. (bB) For the twenty-four two (242) month year period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to had the Executive immediately prior to remained employed by the Company during such date or occurrenceperiod. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b5.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to the Executive during the twenty-four two (242) month year period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over the cost the Executive would have incurred for such cost immediately prior benefits had the Executive remained employed by the Company during such period. (C) Notwithstanding any provision of any annual incentive plan to the contrary, the Company shall pay to the Executive a lump sum amount, in cash, equal to a pro rata portion to the Date of Termination or, if more favorable to of the Executive, aggregate value of the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which bonus payment the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on would have received for the year including the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to calculated by multiplying the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If bonus that the Executive would have become entitled earned for such year, assuming the achievement, at the level that would produce an award equal to benefits under % of the Company’s post-retirement health care plans, Executive's base salary as in effect immediately prior to the Date of Termination or, if more favorable to the Executivehigher, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had of the Executive’s employment terminated at individual and corporate performance goals established with respect to such bonus, by the fraction obtained by dividing the number of full months and any time fractional portion of a month during the period of twenty-four (24) months after such year through the Date of TerminationTermination by twelve. (D) The Company shall (i) reimburse the Executive for outplacement services suitable to the Executive's position for a period of one year or, if earlier, until the first acceptance by the Executive of an offer of employment, (ii) reimburse the Executive for financial planning services for a period of one year and (iii) provide the Executive with reasonable office space and secretarial services for a period of two (2) years. The outplacement services referred to under clause (i) above shall be no less favorable to the Executive than the outplacement services provided under any plan, program or arrangement by CIGNA Corporation to any of its senior executive officers. (A) If the Executive becomes entitled to the Severance Payments and, if any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, CIGNA Corporation or any Person affiliated with the Company or CIGNA Corporation) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be subject to the Excise Tax, the Company shall provide such post-retirement health care benefits pay to the Executive and an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive’s dependents commencing , after deduction of any Excise Tax on the later of Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment (i) but not taking into account any federal, state or local income or employment tax otherwise payable with respect to the date on which such coverage would have first become available and (ii) Total Payments), shall be equal to the date on which benefits described in Section 5.1 (b) terminateTotal Payments. (fB) The Subject to the provisions of Section 5.2(C), all determinations required to be made under this Section 5.2, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a nationally recognized accounting firm designated by the Company, which is not and was not immediately prior to the Change in Control serving as accountant or auditor for CIGNA Corporation or the Company (i) the "Accounting Firm"). The Accounting Firm shall prepay all remaining premiums under any insurance policy maintained by provide detailed supporting calculations both to the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. within thirty (g30) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary days of the Date of Termination or such earlier date as may be requested by the Company; provided, however that if, pursuant to Section 5.3, the payment of amounts due under Sections 5.1(A) and/or (C) is delayed due to the inability to finally determine such amounts within the specified period, the time for the Accounting Firm to provide such supporting calculations may be similarly extended. Any Gross-Up Payment, as determined pursuant to this Section 5.2, shall be paid to the Executive within ten (10) business days of the Accounting Firm's determination. The Accounting Firm shall furnish the Executive with its opinion that the filing by the Executive of the Executive’s first day 's federal income tax return in accordance with the Accounting Firm's determination (or redetermination in accordance with Section 5.2(C) below) will not result in the imposition of employment with a new employer. (h) The negligence or similar penalty on the Executive; provided, however, that if the opinion of the Accounting Firm cannot be obtained using reasonable efforts and at a reasonable cost the Company shall provide the Executive with his Company automobilesuch other written advice of the Accounting Firm as shall be reasonably obtainable. The book value then attributed to it Any determination by the leasing company will Accounting Firm shall be considered “fringe benefit” binding on the Executive and the Company. For purposes of determining the amount of the Gross-Up Payment, unless the facts clearly indicate otherwise, the Executive shall be deemed to pay federal income and that amount will be subject to tax during at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination occurs(or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 5.2), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (C) In the event that the Excise Tax is Finally Determined (as defined below) to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within ten (10) business days following the time that the amount of such reduction in the Excise Tax is Finally Determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's taxable income and wages for purposes of federal, state and local income and employment taxes), plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is Finally Determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within ten (10) business days following the time that the amount of such excess is Finally Determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. The Executive shall provide the Company with prompt notice of any claims by the Internal Revenue Service (the "Service") that, if successful, would require payment of an additional Gross-Up Payment, shall permit the Company to determine whether to contest such claims (at the Company's own expense, holding the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses), shall permit the Company to participate in any proceedings relating to such claims, and shall take such actions and provide such information in connection with such claims as the Company shall reasonably direct and request. For purposes of this Section 5.2(C), "Finally Determined" means, with respect to any change in the amount of the Excise Tax taken into account in calculating the Gross-Up Payment, (i) when the change originates with a claim by the Service, a determination by the final administrative or judicial tribunal to which the matter is appealed; or (ii) in all other cases, when circumstances so require, a redetermination of the amount of the Excise Tax by the Accounting Firm.

Severance Payments. 5.1 If 10.1 The Company shall pay the Executive the payments described in this Section 10.1 (the "Severance Payments") upon the termination of the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change Change- in-Control and prior to the end of the Change-in-Control Protective Period, in Controladdition to the payments and benefits described in Sections 6 and 7 hereof, other than unless such termination is (Ai) by the Company for Cause, (Bii) by reason of death death, Disability or DisabilityRetirement, or (Ciii) by the Executive without Good Reason. For purposes of the immediately preceding sentence, then if a termination of the Executive's employment occurs prior to a Change-in-Control, but following a Potential Change-in-Control in which a Person has entered into an agreement with the Company the consummation of which will constitute a Change-in-Control, such termination shall pay be deemed to have followed a Change-in-Control and to have been (i) by the Executive the amountsCompany without Cause, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s 's employment is terminated without Cause by at the Company direction of such Person, or (ii) by the Executive for with Good Reason, if the Executive terminates his employment with Good Reason at any time beginning on and the first day of the 90 day period immediately prior act (or failure to the execution of a definitive purchase and sale agreement that results in act) which constitutes Good Reason occurs following such Change in Potential Change-in-Control and at the closing direction of such Change in ControlPerson. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination Termination, in lieu of any lump sum payment with respect to aggregate Base Salary otherwise payable pursuant to Section 8 hereof, and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three (3) times the sum of: (i) the higher of the Executive's annual Base Salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or the Executive's annual Base Salary in effect immediately prior to the Change-in-Control, and (ii) the incentive compensation award the Executive would have received under the Annual Executive Incentive Plan for the year in which the Date of Termination occurs calculated by assuming that the Target Performance goals of such plan for that year have been met, and (iii) the amount the Company agreed to pay in connection with the Life Insurance Policy referred to in the third paragraph of Section 5.2 hereof. (B) Notwithstanding any provision of the Company's Annual Executive Incentive Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year preceding the Date of Termination under the Annual Executive Incentive Plan, but has not yet been either (x) paid (pursuant to Section 6.2 hereof or otherwise) or (y) deferred pursuant to the Deferred Compensation Plan for Salaried Employees, and (ii) a pro-rata portion to the Date of Termination of the aggregate value of any contingent incentive compensation award to the Executive for any uncompleted fiscal year under the Annual Executive Incentive Plan calculated as to each such award by assuming the Target Performance goals of such plan have been met. (C) In determining the retirement benefits to which the Executive is entitled under the Company's Supplemental Executive Retirement Plan, the Executive shall be given an additional two (2) times years of service credit at the Executive’s base salary as in effect 's highest annual rate of compensation during the twelve (12) months immediately preceding the Date of Termination and shall be deemed to be two (2) years older than he is; provided that if the Executive does not have at least ten (10) years of service credit under the Company's Supplemental Executive Retirement Plan after such additional two (2) years of service credit, the Executive shall be deemed to have at least ten (10) years of service credit under the Supplemental Executive Retirement Plan; such benefits shall be determined without regard to any amendment to the Supplemental Executive Retirement Plan made subsequent to a Change-in-Control and on or prior to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to which amendment adversely affects in any annual bonus or incentive plan maintained by manner the Companycomputation of retirement benefits thereunder. (bD) For the twentya thirty-four six (2436) month period immediately following after the Date of Termination, the Company shall arrange to provide the Executive with life (other than the Life Insurance Policy), disability, accident and his dependents medical, dental, and accidental death and disability health insurance benefits substantially similar to those provided to which the Executive and his dependents is receiving immediately prior to the Date Notice of Termination or, (without giving effect to any reduction in such benefits subsequent to a Change-in-Control if more favorable to the Executive, those provided to the Executive and terminated his dependents immediately prior to the first occurrence of an event employment for Good Reason or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrencewas terminated without Cause). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b10.1(D) shall be reduced to the extent comparable benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits actually received by or made available to the Executive without cost during the thirty-six (36) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). If the benefits provided to the Executive under this Section 10.1(D) shall result in a Gross-Up Payment pursuant to Section 10.2, and these Section 10.1(D) benefits are thereafter reduced pursuant to the immediately preceding sentence because of the receipt of comparable benefits, the Gross-Up Payment shall be recalculated so as to reflect that reduction, and the Executive shall refund to the Company an amount equal to any calculated reduction in the Gross-Up Payment. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive on account of a Change-in-Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment ("Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (B) Subject to the provisions of Section 10.2(C) hereof, all determinations required to be made under this Section 10.2, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by the Company's principal outside accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Board and the Executive within fifteen (15) business days of the Date of Termination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment, if any, as determined pursuant to this Section 10.2(B), shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm under this Section 10.2(B) shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10.2(C) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (C) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of an Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceeding relating to such claim; provided, however, that the Company shall reimburse bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for the excessany Excise Tax or income tax, if anyincluding interest and penalties with respect thereto, of the cost imposed as a result of such benefits to representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10.2(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive over to pay the tax claimed and sue for a refund or contest the claim in any permissixxx manner, and the Executive agrees to prosecute such cost immediately prior contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Date of Termination orCompany shall determine; provided, however, that if more favorable the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amounx xf such payment to the Executive, on an interest-free basis and shall indemnify and hold the first occurrence Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of an event the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross- Up Payment would be payable hereunder and the Executive shall be entitled to settle or circumstance constituting Good Reasoncontest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (cD) Notwithstanding any provision to If, after the contrary in any plan or agreement maintained receipt by or through the Executive of an amount advanced by the Company pursuant to which Section 10.2(C) hereof, the Executive has been granted restricted stockbecomes entitled to receive any refund with respect to such claim, stock optionsthe Executive shall (subject to the Company's complying with the requirements of Section 10.2(C) hereof) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, stock appreciation rights or long-term performance awardsafter the receipt by the Executive of an amount advanced by the Company pursuant to Section 10.2(C) hereof, effective on a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid. 10.3 The payments provided for in Section 10.1 hereof (other than Section 10.1(C) and (D)) shall be made not later than the fifth day following the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal pay to the excess Executive on such day an estimate, as determined by the Executive, of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) minimum amount of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits payments to which the Executive is clearly entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by and shall pay the Company and any other plan or agreement entered into between remainder of such payments (together with interest at the Executive and rate provided in Section 1274(b)(2)(B) of the Company which is designed to provide Code) as soon as the Executive supplemental retirement benefits amount thereof can be determined but in no event later than the thirtieth (the “Pension Plans”30th) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 10.4 The Company also shall provide such post-retirement health care benefits pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any such termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) business days after delivery of the Executive’s dependents commencing on the later 's written requests for payment accompanied with such evidence of (i) the date on which such coverage would have first become available fees and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by expenses incurred as the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executivereasonably may require. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if , the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated without Cause by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (whether or not a Change in Control.Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times 9 months' base salary, based on the Executive’s base 's salary rate as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual amount of the Executive's bonus paid for any completed fiscal year or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately other completed measuring period preceding the Date of TerminationTermination which has not yet been paid, pursuant to assuming the achievement of all individual performance goals (including any annual subjective performance goals), and (iii) a pro rata portion of the Executive's bonus for the fiscal year or incentive plan maintained other measuring period in which the Date of Termination occurs, obtained by multiplying 90% of the Executive's target bonus for such period by the Companyfraction obtained by dividing the number of full months and any fractional portion of a month during such period through the Date of Termination by the total number of months contained in such period. (bB) For the twenty-four (24) 9 month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse that, -------- ------- unless the Executive for the excessconsents to a different method, if any, of the cost of such health insurance benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for provided through a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all longthird-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such awardparty insurer. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlTerm, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, amounts and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination Closing or, if Section 18(n)(II18(m)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstancethe Closing, and (ii) two (2) times the last Executive’s target annual bonus paid or awarded (to the extent not yet paid) to the Executive as in the previous three years (if any) effect immediately preceding the Date of TerminationClosing, pursuant to any annual bonus or incentive plan maintained by the Company, or if Section 18(m)(ii) is applicable as an event or circumstance constituting Good Reason, the target annual bonus in effect immediately prior to the Closing. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, dental and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his the Executive’s dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first eighteen (18) months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. l.409A-l(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. l.409A-l(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.l(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A- 3(i)(l )(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); ) provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.l(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one (1) year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. Notwithstanding the foregoing, in no event shall the Company establish or fund any such rabbi trust in a manner or on terms that would result in the imposition of any tax, penalty or interest upon the Executive under Section 409A(b)(1) of the Code, and in no event shall the Company be obligated to, nor shall it, fund any such rabbi trust “in connection with a change in the employer’s financial health” within the meaning of Section 409A(b)(2) of the Code. In the event that one or more premiums become due and payable during the six (6) month period beginning on the Executive’s employment termination, the Company shall timely notify the Executive so that any such premium payment can be made by the Executive directly to the insurance carrier. At the end of such six (6) month period, the Company shall reimburse the Executive for all such premiums paid by the Executive, with interest at the applicable federal rate under Section 1274 of the Code, determined as of the Date of Termination. (gd) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however both; provided, however, that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. It is intended that reimbursements under this Section 5.1(d) shall not constitute a “deferral of compensation” for purposes of Section 409A of the Code pursuant to Treas. Reg. Sect. l.409A­ l(a)(9)(v)(A) and (C). (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If 6.1. Subject to Section 6.2 hereof, if the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlTerm, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control5 hereof. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual target bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Terminationeffect, pursuant to any annual bonus or incentive plan maintained by the Company, for the fiscal year during which the Date of Termination occurs or, if higher, for the fiscal year during which first occurs an event or circumstance constituting Good Reason. (bB) For the twentythirty-four six (2436) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of "parachute payments" pursuant to Section 6.2 hereof), such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twentythirty-four six (2436) month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. If the Severance Payments shall be decreased pursuant to Section 6.2 hereof, and the Section 6.1(B) benefits which remain payable after the application of Section 6. 2 hereof are thereafter reduced pursuant to the immediately preceding sentence, the Company shall, no later than five (5) business days following such reduction, pay to the Executive the least of (a) the amount of the decrease made in the Severance Payments pursuant to Section 6.2 hereof, (b) the amount of the subsequent reduction in these Section 6.1(B) benefits, or (c) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. (cC) Notwithstanding any provision to the contrary in of any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights annual or long-term performance awardsincentive plan to the contrary, effective on the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, is contingent only upon the continued employment of the Executive to a subsequent date, and (iii) a pro rata portion to the Date of Termination of the aggregate value of all service contingent incentive compensation awards to the Executive for all then uncompleted periods under any such plan, calculated as to each such award by multiplying the award that the Executive would have earned on the last day of the performance award period, assuming the achievement, at the target level, of the individual and corporate performance based restrictions goals established with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period. (dD) In addition to the retirement benefits to which the Executive is entitled under any tax-qualifiedthe Pension Plans under Section 5.2 hereof, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between shall pay the Executive a lump sum amount, in cash, equal to the excess of (i) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the Company which is designed to provide date (but in no event earlier than the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon third anniversary of the Date of Termination, ) as of which the actuarial equivalent of such annuity is greatest) which the Executive shall be would have accrued under the terms of the Pension Plans, determined as if the Executive were fully vested thereunder and had accumulated (after the Date of Termination) thirty-six (36) additional months of service credit hereunder and had been credited under each Pension Plan during such period with an additional two years of “Credited Service” and “Continuous Service” compensation equal to the Executive's compensation (as defined in the Kaman Corporation Amended Pension Plans) during the twelve (12) months immediately preceding the Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance constituting Good Reason, over (ii) the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and Restated Employees’ determined as a straight life annuity commencing at the date (but in no event earlier than the Date of Termination) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the Pension Plan) when calculating Plans as of the Executive’s benefit Date of Termination. For purposes of this Section 6.1(D), "actuarial equivalent" shall be determined using the same assumptions utilized under Kaman Corporation Supplemental Employees the Harvard Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (gE) The Company shall provide the Executive with reimbursement outplacement services suitable to the Executive's position for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement servicesa period of three years or, relocation costsif earlier, or both provided however that reimbursement shall only be provided until the earlier first acceptance by the Executive of an offer of employment; provided, however, that the first anniversary of Executive may elect to receive a lump sum cash payment, payable no later than the fifth day following the Date of Termination or Termination, in an amount equal to the Executive’s first day value of employment with a new employerone year of such services. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 ("Severance Payments") upon the termination of the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl during the term of this Agreement, other than in addition to the payments and benefits described in Section 5.0 hereof, unless such termination is (A) by the Company for Cause, or (B) by reason of the Executive's death or Disability, or (C) . The Executive's employment shall be deemed to have been terminated following a Change in Control by the Executive Company without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement Cause if the Executive’s 's employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and without Cause at the closing direction (or action which constitutes a direction) of such a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (ai) In lieu of any further salary payments to the Executive for periods subsequent Subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwiseTermination, the Company shall pay make cash Severance Payments to the Executive over a lump sum severance paymentthirty-six (36) month period in substantially equal bi-weekly installments, in cash, an amount equal to two and ninety-nine one hundredths (2.99) times the sum of (ia) two (2) times the higher of the Executive’s 's annual base salary as in effect immediately prior to the Date occurrence of Termination or, if Section 18(n)(II) is applicable as an the event or circumstance constituting Good Reason, upon which the rate Notice of Termination is based or in effect immediately prior to such event or circumstancethe Change in Control, and (iib) two (2) times the last higher of the highest annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the year in which the Date of Termination, pursuant to any annual bonus Termination occurs or incentive plan maintained by paid in the Companythree years preceding the year in which the Change in Control occurs. (bii) For the twentya thirty-four six (2436) month period immediately following after the Date of Termination, the Company shall arrange to provide the Executive with medical and his dependents medical, dental, and accidental death and disability dental insurance benefits substantially similar to those provided to which the Executive and his dependents is receiving without cost to Executive immediately prior to the Date Notice of Termination or, if more favorable (without giving effect to the Executive, those provided any reduction in such benefits subsequent to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrencea Change in Control). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1 (ii) shall be reduced to the extent comparable benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits actually received by or made available to the Executive without cost, by another Person, during the thirty-six (36) month period following the Executive's termination of employment and any such benefits actually received by the Executive shall be reported to the Company by the Executive); provided, however, that . If the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits provided to the Executive over such cost immediately prior under this Section 6.1(ii) result in a decrease pursuant to Section 6.2 in the Severance Payments and this Section 6.1(ii) benefits are thereafter reduced pursuant to the Date immediately preceding sentence because of Termination orthe receipt of comparable benefits, if more favorable the Company shall, at the time of such reduction, pay to the ExecutiveExecutive the lesser of, (a) the first occurrence amount of an event the decrease made in the Severance Payments pursuant to Section 6.2, or circumstance constituting Good Reason(b) the maximum amount which can be paid to the Executive without being, or causing any other payment to be, nondeductible by reason of Section 280G of the Code. (c) 6.2 Notwithstanding any provision other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether or not received pursuant to the contrary terms of this Agreement) (all such payments and benefits, including but not limited to the Severance Payments, being hereinafter called the "Total Payments") would be subject in any plan whole or agreement maintained by or through in part to the Company pursuant to which Excise Tax, then the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options Severance Payments shall be deemed fully vested and then canceled in exchange for a cash payment equal reduced to the excess extent, but only to the extent, necessary so that no portion of the fair market value of the shares of Parent Company stock Total Payments is subject to the stock appreciation right Excise Tax. The determination as to whether a reduction in Severance Payments is to be made under this Section 6.2 and, if so, the amount of any such reduction shall be made by the Company's auditors or stock option on by such other firm of certified public accountants, benefits consulting firm or legal counsel as the date of Board may designate prior to the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier its calculations of the first anniversary amounts referred to in this Section 6.2 and such supporting materials as are reasonably necessary for the Executive to evaluate the Company's calculations. 6.3 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination, which entitles the Executive to the Severance Payments (including all such fees and expenses, if any, incurred in disputing any such termination or in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Date Code to any payment or benefit provided hereunder). Such payments shall be made within five (5) business days after delivery of Termination or the Executive’s first day 's written requests for payment accompanied by such evidence of employment with a new employerfees and expenses incurred as the Company reasonable may require. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv) . Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (an “LTIP Award”) shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. ; provided, however that, if necessary for such compensation to qualify as "performance-based compensation" under Section 162(m) of the Code, an unvested Post January 1, 2009 Award (das defined herein) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive shall only vest when such award would otherwise have vested and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, actual amount that the Executive shall receive with respect to any such award will be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in determined by multiplying the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If amount the Executive would have become entitled to benefits under received based upon actual performance for the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the entire period of twenty-four (24) months after the Date of Terminationby a fraction, the Company shall provide such post-retirement health care benefits to numerator which is the number of days the Executive remained employed with the Company during such award’s performance period and the Executivedenominator of which is the total number of days during such award’s dependents commencing on performance period. For purposes of this Section 5.1(c), a “Post January 1, 2009 Award” shall mean an LTIP Award intended to qualify as “performance-based compensation” within the later meaning of (iSection 162(m) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment Code with a new employerperformance period beginning after January 1, 2009. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s 's employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”) "), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if , the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated without Cause by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such (whether or not a Change in Control.Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times 6 months' base salary, based on the Executive’s base 's salary rate as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual amount of the Executive's bonus paid for any completed fiscal year or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately other completed measuring period preceding the Date of TerminationTermination which has not yet been paid, pursuant to assuming the achievement of all individual performance goals (including any annual subjective performance goals), and (iii) a pro rata portion of the Executive's bonus for the fiscal year or incentive plan maintained other measuring period in which the Date of Termination occurs, obtained by multiplying 90% of the Executive's target bonus for such period by the Companyfraction obtained by dividing the number of full months and any fractional portion of a month during such period through the Date of Termination by the total number of months contained in such period. (bB) For the twenty-four (24) 6 month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse that, -------- ------- unless the Executive for the excessconsents to a different method, if any, of the cost of such health insurance benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for provided through a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all longthird-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such awardparty insurer. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits described in this Section 5 (collectively, the “Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (a) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II18(n)(ii) is applicable as an event or circumstance constituting Good Reason, the rate in - 2 - effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the Company. (b) For the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical, dental, and accidental death and disability dismemberment benefits on a monthly basis that is substantially similar to those such benefits as provided to the Executive and his her dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence. The parties intend that the first 18 months of continued medical and dental coverage shall not constitute a “deferral of compensation” under Treas. Reg. Sect. 1.409A-1(b), and that continued accidental death and dismemberment benefits hereunder shall qualify as a “limited payment” of an “in kind” benefit under Treas. Reg. Sect. 1.409A-1(b)(9)(v)(C) and (D). Any portion of the continued medical, dental and accidental death and dismemberment coverage under this Section 5.1(b) that is subject to Section 409A is intended to qualify as a “reimbursement or in-kind benefit plan” under Treas. Reg. Sect. 1.409A-3(i)(1)(iv). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four (24) month period following the Date of Termination (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. Any such reimbursement under this Section 5.1(b) shall be made promptly in accordance with Company policy, but in any event on or before the last day of the Executive’s taxable year following the taxable year in which the expense or cost was incurred. In no event shall the amount that the Company pays for any such benefit in any one year affect the amount that it will pay in any other year and in no event shall the benefits described in this paragraph be subject to liquidation or exchange. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date of Termination, (i) all service and performance based restrictions with respect to any then unvested restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock - 3 - appreciation right or stock option on the date Date of the Change in ControlTermination, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all unvested long-term performance awards (each, an “LTIP Award”) shall be deemed fully vest when such award would otherwise have vested and fully earned and then the actual amount that the Executive shall receive with respect to any such award will be canceled in exchange determined by multiplying the amount the Executive would have received based upon actual performance for the entire period by a cash payment equal to 100% fraction, the numerator which is the number of days the target value of each Executive remained employed with the Company during such award’s performance period and the denominator of which is the total number of days during such award’s performance period. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later of (i) the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (fe) The Company (i) shall prepay establish an irrevocable grantor trust holding an amount of assets sufficient to pay all remaining premiums (which trust shall be required to pay such premiums), under any insurance policy maintained by the Company insuring the life of the Executive Executive, that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. Notwithstanding the foregoing, in no event shall the Company establish or fund any such rabbi trust in a manner or on terms that would result in the imposition of any tax, penalty or interest under Section 409A(b)(1) of the Code and in no event shall the Company be obligated to, nor shall it, fund any such rabbi trust “in connection with a change in the employer’s financial health” within the meaning of Section 409A(b)(2) of the Code. In the event that one or more premiums become due and payable during the six-month period beginning on the Executive’s employment termination, the Company shall timely notify the Executive so that any such premium payment can be made by the Executive directly to the insurance carrier. At the end of such six-month period, the Company shall reimburse the Executive for all such premiums paid by the Executive, with interest at the applicable federal rate under Section 1274 of the Code, determined as of the Date of Termination. (gf) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. It is intended that reimbursements under this Section 5.1(g) shall not constitute a “deferral of compensation” for purposes of Section 409A of the Code pursuant to Treas. Reg. Sect. 1.409A-1(a)(9)(v)(A) and (C). (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 If 6.1 Subject to Section 6.2 hereof, if the Executive’s employment is terminated during the twenty-four (24) month two year period immediately following a Change in ControlControl and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “Severance Payments”) ), in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The , the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive shall also be entitled with Good Reason, if within the 90 day period prior to Severance Payments under this Agreement if a Change in Control (i) the Executive’s employment is terminated without Cause by the Company without Cause and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason at any time beginning on and such termination or the first day of the 90 day period immediately prior to the execution circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a definitive purchase and sale agreement that results in such Change in Control and the closing of such Change in Control. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three times the sum of (i) two (2) times the Executive’s base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two the greater of (21) times the last target annual bonus paid or awarded (to the extent not yet paid) to of the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or (2) the annual bonus earned by the Executive pursuant to any annual bonus or incentive plan maintained by the Company with respect to the fiscal year ending immediately prior to the fiscal year in which occurs the Date of Termination. (bB) For the twentythirty-four six (2436) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicalhealth, dental, vision care and accidental death and disability dental insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after tax cost to the Executive than the after tax cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer to the Executive during the twentythirty-four six (2436) month period following the Date Executive’s termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive). (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change in Control or the termination of the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, including the Severance Payments, being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part), by the Company, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero); provided, however, that the Company shall reimburse Executive may elect to have the Executive for the excess, if any, noncash Severance Payments reduced (or eliminated) prior to any reduction of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reasoncash Severance Payments. (cB) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective on the Date For purposes of Terminationthis limitation, (i) all service no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and performance based restrictions with respect in such manner as not to any restricted stock constitute a “payment” within the meaning of section 280G(b) of the Code shall lapsebe taken into account, (ii) all stock appreciation rights and stock options no portion of the Total Payments shall be deemed fully vested and then canceled taken into account which, in exchange for a cash payment equal the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the excess of Executive and selected by the fair market value of the shares of Parent Company stock subject accounting firm which was, immediately prior to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(sCompany’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of such stock appreciation rights the Code, including by reason of section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or stock options(ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (iiiiv) all long-term performance awards the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be deemed fully vested determined by the Auditor in accordance with the principles of sections 280G(d)(3) and fully earned and then shall be canceled in exchange for a cash payment equal to 100% (4) of the target value of each such awardCode. (dC) In addition If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between good faith of the Executive and the Company which is designed in applying the terms of this Section 6.2, the Total Payments paid to provide or for the Executive supplemental retirement benefits Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the Excise Tax, then, if such repayment would result in (i) no portion of the “Pension Plans”remaining Total Payments being subject to the Excise Tax and (ii) or any successor plan theretoa dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, effective upon the Date of Terminationstate and local income and employment taxes, the Executive shall be credited with have an additional two years of “Credited Service” and “Continuous Service” (as defined in obligation to pay the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior Company upon demand an amount equal to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (24) months after the Date of Termination, the Company shall provide such post-retirement health care benefits to the Executive and the Executive’s dependents commencing on the later sum of (i) the date on which excess of the Total Payments paid to or for the Executive’s benefit over the Total Payments that could have been paid to or for the Executive’s benefit without any portion of such coverage would have first become available Total Payments being subject to the Excise Tax; and (ii) interest on the date on which benefits described amount set forth in Section 5.1 (b) terminate. (f) The Company clause (i) shall prepay all remaining premiums under any insurance policy maintained by of this sentence at the Company insuring the life rate provided in section 1274(b)(2)(B) of the Executive that is in effect and (ii) shall transfer to Code from the Executive any and all rights and incidents date of ownership in such arrangements at no cost to the Executive’s receipt of such excess until the date of such payment. 6.3 Subject to Section 14 hereof, the payments provided in subsection (gA) The of Section 6.1 hereof shall be made not later than the fifth day following the Date of Termination. At the time that payments are made under this Agreement, the Company shall provide the Executive with reimbursement a written statement setting forth the manner in which such payments were calculated and the basis for up such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to Thirty Thousand Dollars ($30,000) the statement). 6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier termination of the first anniversary of the Date of Termination or the Executive’s first day employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of employment section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with a new employersuch evidence of fees and expenses incurred as the Company reasonably may require. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If [(i)] the Executive’s 's employment is terminated during the twenty-four following a Change in Control and within [three (24) month period immediately following 3)][two (2)] years after a Change in Control, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then [or (ii) the Executive voluntarily terminates his employment for any reason during the 30 day period commencing on the first anniversary of a Change in Control,] then[, in either such case,] the Company shall pay the Executive the amounts, and provide the Executive the benefits benefits, described in this Section 5 6.1 (collectively, the “"Severance Payments”") [and Section 6.2], in addition to any payments and benefits to which the Executive is entitled under Section 4 5 hereof. For purposes of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement if , the Executive’s 's employment is shall be deemed to have been terminated without Cause following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, or (ii) the Executive terminates his employment for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control (whether or not a Change in Control ever occurs) and the closing circumstance or event which constitutes Good Reason occurs at the request or direction of such Change in ControlPerson. For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit payable to the Executive under the Executive’s Employment Agreement with the Company or otherwiseTermination, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to [three (3)] [two (2)] [one and one half (1 1/2)] times the sum of (i) two (2) times the Executive’s 's base salary as in effect immediately prior to the Date of Termination or, if Section 18(n)(II) is applicable as higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last Executive's target annual bonus paid or awarded (to the extent not yet paid) to the Executive in the previous three years (if any) immediately preceding the Date of Termination, pursuant to any annual bonus or incentive plan maintained by the CompanyCompany in respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason. The amount payable pursuant to this Section 6.1(A) shall be reduced by the amount of any cash severance or salary continuation benefit paid or payable to the Executive under any other plan, policy or program of the Company or any of its Affiliates or any written employment agreement between the Executive and the Company or any of its Affiliates. (bB) For the twenty-four ([36] [24) ] [18] month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medicallife, dentaldisability, accident and accidental death and disability health insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence; provided, however, that, unless the Executive consents to a different method (after taking into account the effect of such method on the calculation of "parachute payments" pursuant to Section 6.2 hereof), such health insurance benefits shall be provided through a third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(B) shall be reduced to the extent benefits of the same type are received by or made available by a subsequent employer to the Executive during the twenty-four ([36] [24) ] [18] month period following the Date Executive's termination of Termination employment (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of an event or circumstance constituting Good Reason. (cC) Each option to purchase shares of common stock of the Company outstanding as of the Date of Termination shall become fully vested and exercisable as of such date and shall remain exercisable during the remaining term of such option. (D) Notwithstanding any provision to the contrary in of any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights annual or long-term performance awardsincentive plan to the contrary, effective on the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) any unpaid incentive compensation which has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any such plan and which, as of the Date of Termination, (i) all service is contingent only upon the continued employment of the Executive to a subsequent date, and performance based restrictions with respect to any restricted stock shall lapse, (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal pro rata portion to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, Termination of the aggregate value of all contingent incentive compensation awards to the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (for all then uncompleted periods under any such plan, calculated as defined in to each such award by multiplying the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If award that the Executive would have become entitled earned on the last day of the performance award period, assuming the achievement, at the target level (or if higher, at the then projected actual final level), of the individual and corporate performance goals established with respect to such award, by the fraction obtained by dividing the number of full months and any fractional portion of a month during such performance award period through the Date of Termination by the total number of months contained in such performance award period. (E) The Company shall transfer an amount in cash sufficient to pay all benefits then accrued by the Executive under the Company’s post's Supplemental Executive Retirement Plan into an irrevocable grantor trust (a so-retirement health care planscalled "Rabbi Trust") whose trustee shall be an entity unaffiliated with and independent of the Company, which trust shall be required to pay such benefits in accordance with and subject to the terms of the Supplemental Executive Retirement Plan and the trust instrument. (F) The Company shall reimburse the Executive for expenses incurred for outplacement services suitable to the Executive's position for a period of [three (3)] [two (2)] years following the Date of Termination (or, if earlier, until the first acceptance by the Executive of an offer of employment) in an amount not exceeding 25% of the sum of the Executive's annual base salary as in effect immediately prior to the Date of Termination or, if more favorable higher, in effect immediately prior to the Executivefirst occurrence of an event or circumstances constituting Good Reason, as and target annual bonus pursuant to any annual bonus or incentive plan maintained by the Company in effect respect of the fiscal year in which occurs the Date of Termination or, if higher, the fiscal year in which occurs the first event or circumstance constituting Good Reason. (G) For the six (6) month period immediately following the Date of Termination, the Company shall provide the Executive with the use of any Company provided automobile and with country club membership fee reimbursements, in each case on the same terms and conditions that were applicable immediately prior to the Date of Termination or, if more favorable, immediately prior to the first occurrence of an event or circumstance constituting Good Reason. 6.2 [(A) Whether or not the Executive becomes entitled to the Severance Payments, had if any of the payments or benefits received or to be received by the Executive in connection with a Change in Control or the Executive’s 's termination of employment terminated at (whether pursuant to the terms of this Agreement or any time during other plan, arrangement or agreement with the period of twentyCompany, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (such payments or benefits, excluding the Gross-four (24Up Payment, being hereinafter referred to as the "Total Payments") months after will be subject to the Date of TerminationExcise Tax, the Company shall provide such post-retirement health care benefits pay to the Executive and an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive’s dependents commencing , after deduction of any Excise Tax on the later of (i) Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the date on which such coverage would have first become available and (ii) the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) Gross-Up Payment, shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer be equal to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the ExecutiveTotal Payments. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the term of this Agreement, other than unless such termination is (Ai) by the Company for Cause, (Bii) by reason of death or Disability, Disability or (Ciii) by the Executive without Good Reason, then and provided that the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the amounts, and provide the Executive the benefits payments described in this Section 5 6.1 (collectively, the “Severance Payments”) in addition to any the payments and benefits described in Sections 5.1 and 5.2 hereof (but not Section 5.3 hereof). The Executive’s employment shall be deemed to which have been terminated following a Change in Control by the Company without Cause or by the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement with Good Reason if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and without Cause at the closing direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Change in ControlPerson. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to (i) two times the Executive’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive (or, if the Executive’s annual base salary is not presented for approval at the Compensation Committee level, then as otherwise established by J. Xxxx or one of its Subsidiaries) with respect to the year in which the Date of Termination occurs, plus (ii) the sum of the amounts paid or payable to the Executive under all Bonus Plans with respect to the two fiscal years (or any portion thereof) immediately prior to the year in which the Date of Termination occurs. (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) two any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (2pursuant to Section 5.2 hereof or otherwise), and (ii) times the Executive’s base salary as in effect immediately prior a pro rata portion to the Date of Termination or, if Section 18(n)(II) is applicable as an event or circumstance constituting Good Reason, of the rate in effect immediately prior to such event or circumstance, and (ii) two (2) times the last annual maximum bonus paid or awarded (to the extent not yet paid) amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in the previous three years (if any) immediately preceding which the Date of TerminationTermination occurs, pursuant treating any and all performance goals under such Bonus Plans as having been met and calculated by multiplying such maximum bonus amount by a fraction, the numerator of which is the number of days in such year (or portion thereof) which elapsed to any annual bonus the Date of Termination and the denominator of which is the number of days in such year (or incentive plan maintained by the Companyportion thereof). (bC) For the a twenty-four (24) month period immediately following after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and his dependents medical, dental, and accidental death and disability health insurance benefits substantially similar to those provided to the life, disability, accident and health insurance benefits which the Executive and his dependents is receiving immediately prior to the Date Notice of Termination or, if more favorable (without giving effect to the Executive, those provided any reduction in such benefits subsequent to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting a Change in Control which reduction constitutes Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(C) shall be reduced to the extent comparable benefits of the same type are actually received by or made available by a subsequent employer to the Executive without cost during the twenty-four (24) month period following the Date Executive’s termination of Termination employment (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive); provided. 6.2 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in Section 6.6 without revocation of the Release and Waiver by the Executive, howeverunless the Company determines in good faith that such payments are required to be delayed for a period of six (6) months in order to satisfy the requirements of Internal Revenue Code §409A(a)(2)(B)(i), that in which case the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to so advise the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective and such payments shall be made on the Date earlier of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, six (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (246) months after the Date of TerminationTermination or (ii) the death of the Executive. 6.3 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. Xxxx shall immediately become vested in full. The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void. The Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason if the Executive’s employment is terminated prior to a Change in Control without Cause at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (i) If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall provide such post-retirement health care benefits pay to the Executive and additional amounts (the Executive’s dependents commencing on “Gross Up Amounts”) such that the later total amount of (i) all Change in Control Payments net of the date on Excise Tax shall equal the total amount of all Change in Control Payments to which such coverage the Executive would have first become available and (ii) been entitled if the date on which benefits described in Excise Tax had not been imposed. For purposes of this Section 5.1 (b) terminate. (f) The Company (i) 6.4, the term “Excise Tax” shall prepay all remaining premiums under any insurance policy maintained mean the tax imposed by the Company insuring the life Section 4999 of the Executive Code and any similar tax that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executivemay hereafter be imposed. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.

Severance Payments. 5.1 6.1 If the Executive’s employment is terminated during the twenty-four (24) month period immediately following a Change in ControlControl and during the term of this Agreement, other than unless such termination is (Ai) by the Company for Cause, (Bii) by reason of death or Disability, Disability or (Ciii) by the Executive without Good Reason, then and provided that the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, the Company shall pay the Executive the amounts, and provide the Executive the benefits payments described in this Section 5 6.1 (collectively, the “Severance Payments”) in addition to any the payments and benefits described in Sections 5.1 and 5.2 hereof (but not Section 5.3 hereof). The Executive’s employment shall be deemed to which have been terminated following a Change in Control by the Company without Cause or by the Executive is entitled under Section 4 of this Agreement. The Executive shall also be entitled to Severance Payments under this Agreement with Good Reason if the Executive’s employment is terminated without Cause by the Company or by the Executive for Good Reason at any time beginning on the first day of the 90 day period immediately prior to the execution of a definitive purchase and sale agreement that results in such Change in Control and without Cause at the closing direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Change in ControlPerson. (aA) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive under the Executive’s Employment Agreement with the Company or otherwise, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to (i) two times the Executive’s annual base salary as approved by the Compensation Committee of the Board to be paid to the Executive (or, if the Executive’s annual base salary is not presented for approval at the Compensation Committee level, then as otherwise established by J. Xxxx or one of its Subsidiaries) with respect to the year in which the Date of Termination occurs, plus (ii) the sum of the amounts paid or payable to the Executive under all Bonus Plans with respect to the two fiscal years (or any portion thereof) immediately prior to the year in which the Date of Termination occurs. (B) Notwithstanding any provision of any Bonus Plan, the Company shall pay to the Executive a lump sum amount, in cash, equal to the sum of (i) two any incentive compensation which has been allocated or awarded to the Executive for a completed year or other measuring period preceding the Date of Termination under any such Bonus Plan but has not yet been paid (2pursuant to Section 5.2 hereof or otherwise), (ii) times the Executive’s base salary as in effect immediately prior a pro rata portion to the Date of Termination orof the maximum bonus amount payable to the Executive under all Bonus Plans with respect to the year (or any portion thereof) in which the Date of Termination occurs, if Section 18(n)(II) is applicable treating any and all performance goals under such Bonus Plans as an event or circumstance constituting Good Reasonhaving been met and calculated by multiplying such maximum bonus amount by a fraction, the rate numerator of which is the number of days in effect immediately prior such year (or portion thereof) which elapsed to the Date of Termination and the denominator of which is the number of days in such event year (or circumstanceportion thereof), and (iiiii) two (2) times if any portion of the last annual guaranteed bonus paid or awarded (to payments for the extent not yet paid) to Spring 2006 and Fall 2006 seasons described in the fourth bullet paragraph of the letter agreement between the Executive in and the previous three years (if any) immediately preceding Company dated October 17, 2005 remains unpaid at the Date of TerminationTermination and such unpaid portion exceeds the amount described in clause (ii) of this Section 6.1(B), pursuant an additional amount equal to any annual bonus or incentive plan maintained by the Companydifference between such unpaid portion and the amount described in such clause (ii). (bC) For the a twenty-four (24) month period immediately following after the Date of Termination, the Company shall arrange to provide the Executive with life, disability, accident and his dependents medical, dental, and accidental death and disability health insurance benefits substantially similar to those provided to the life, disability, accident and health insurance benefits which the Executive and his dependents is receiving immediately prior to the Date Notice of Termination or, if more favorable (without giving effect to the Executive, those provided any reduction in such benefits subsequent to the Executive and his dependents immediately prior to the first occurrence of an event or circumstance constituting a Change in Control which reduction constitutes Good Reason, at no greater cost to the Executive than the cost to the Executive immediately prior to such date or occurrence). Benefits otherwise receivable by the Executive pursuant to this Section 5.1(b6.1(C) shall be reduced to the extent comparable benefits of the same type are actually received by or made available by a subsequent employer to the Executive without cost during the twenty-four (24) month period following the Date Executive’s termination of Termination employment (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive); provided. 6.2 The payments provided for in Section 6.1 (other than Section 6.1(C)) hereof shall be made not later than the fifth (5th) day following the expiration of the seven-day revocation period described in Section 6.6 without revocation of the Release and Waiver by the Executive, howeverunless the Company determines in good faith that such payments are required to be delayed for a period of six (6) months in order to satisfy the requirements of Internal Revenue Code §409A(a)(2)(B)(i), that in which case the Company shall reimburse the Executive for the excess, if any, of the cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to so advise the Executive, the first occurrence of an event or circumstance constituting Good Reason. (c) Notwithstanding any provision to the contrary in any plan or agreement maintained by or through the Company pursuant to which the Executive has been granted restricted stock, stock options, stock appreciation rights or long-term performance awards, effective and such payments shall be made on the Date earlier of Termination, (i) all service and performance based restrictions with respect to any restricted stock shall lapse, six (ii) all stock appreciation rights and stock options shall be deemed fully vested and then canceled in exchange for a cash payment equal to the excess of the fair market value of the shares of Parent Company stock subject to the stock appreciation right or stock option on the date of the Change in Control, over the exercise price(s) of such stock appreciation rights or stock options, and (iii) all long-term performance awards shall be deemed fully vested and fully earned and then shall be canceled in exchange for a cash payment equal to 100% of the target value of each such award. (d) In addition to the retirement benefits to which the Executive is entitled under any tax-qualified, supplemental or excess benefit pension plan maintained by the Company and any other plan or agreement entered into between the Executive and the Company which is designed to provide the Executive supplemental retirement benefits (the “Pension Plans”) or any successor plan thereto, effective upon the Date of Termination, the Executive shall be credited with an additional two years of “Credited Service” and “Continuous Service” (as defined in the Kaman Corporation Amended and Restated Employees’ Pension Plan) when calculating the Executive’s benefit under Kaman Corporation Supplemental Employees Retirement Plan (“SERP”). For avoidance of doubt, the Severance Payments payable under this Agreement shall be disregarded when determining the Executive's Final Average Salary (as defined under the Kaman Corporation Amended and Restated Employees' Pension Plan) for purposes of calculating the benefits payable under the SERP or this Section 5.1(d). (e) If the Executive would have become entitled to benefits under the Company’s post-retirement health care plans, as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, had the Executive’s employment terminated at any time during the period of twenty-four (246) months after the Date of TerminationTermination or (ii) the death of the Executive. 6.3 If the Executive’s employment is terminated following a Change in Control and during the term of this Agreement, unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability or (iii) by the Executive without Good Reason, all outstanding stock options held by the Executive for the purchase of shares of Common Stock of J. Xxxx shall immediately become vested in full. The Executive agrees not to exercise the portion of such stock options for which vesting has been accelerated until the seven-day revocation period described in Section 6.6 has expired without revocation of the Release and Waiver by the Executive, and any such exercise before the seven-day revocation period has expired without revocation of the Release and Waiver by the Executive shall be null and void. The Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason if the Executive’s employment is terminated prior to a Change in Control without Cause at the direction of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control or if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance or event which constitutes Good Reason occurs at the direction of such Person. (i) If any payment or benefit made available to the Executive in connection with a Change in Control (including, without limitation, any payment made pursuant to any long-term incentive plans, stock option or equity participation right plans) or termination of the Executive’s employment following a Change in Control (in either category, a “Change in Control Payment”) is subject to the Excise Tax (as hereinafter defined), the Company shall provide such post-retirement health care benefits pay to the Executive and additional amounts (the Executive’s dependents commencing on “Gross Up Amounts”) such that the later total amount of (i) all Change in Control Payments net of the date on Excise Tax shall equal the total amount of all Change in Control Payments to which such coverage the Executive would have first become available and (ii) been entitled if the date on which benefits described in Section 5.1 (b) terminate. (f) The Company (i) shall prepay all remaining premiums under any insurance policy maintained by the Company insuring the life of the Executive that is in effect and (ii) shall transfer to the Executive any and all rights and incidents of ownership in such arrangements at no cost to the Executive. (g) The Company shall provide the Executive with reimbursement for up to Thirty Thousand Dollars ($30,000) in the aggregate for outplacement services, relocation costs, or both provided however that reimbursement shall only be provided until the earlier of the first anniversary of the Date of Termination or the Executive’s first day of employment with a new employer. (h) The Company shall provide the Executive with his Company automobile. The book value then attributed to it by the leasing company will be considered “fringe benefit” income and that amount will be subject to tax during the calendar year in which the Date of Termination occurs.Excise Tax had not