NON-STATUTORY STOCK OPTION AGREEMENT (Under the Kaman Corporation
Exhibit
10h(ii)
(Under
the Kaman Corporation
2003
Stock Incentive Plan)
THIS
AGREEMENT, made and entered into as of the ___ day of _______, 20___,
by and between KAMAN CORPORATION, a Connecticut corporation, with its principal
office in Bloomfield, Connecticut (the "Corporation"), and _______________
(the
"Optionee");
W
I T N E S S E T H :
WHEREAS,
the Optionee is now a full-time salaried employee of the Corporation or a
subsidiary thereof, the term "Subsidiary" being used herein as defined in the
Corporation's 2003 Stock Incentive Plan (the "Plan"); and
WHEREAS,
the Corporation desires to give the Optionee an opportunity to acquire shares
of
the Common Stock of the Corporation (the "Stock" or "shares") pursuant to the
Plan in consideration of and on the terms and conditions stated in this
Agreement; and
WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan;
NOW,
THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements contained in this Agreement, the parties agree as
follows:
1. GRANT
OF OPTION. Subject to the terms and conditions set forth in this
Agreement, the Corporation grants to the Optionee, effective the day and year
first above written (the "date of grant"), the right and option (the "option"),
exercisable during the period commencing on the date of grant and ending ten
(10) years and one (1) day after the date of grant, to purchase from the
Corporation from time to time, up to but not exceeding in the aggregate ________
shares of the Stock to be issued upon the exercise hereof, fully paid and
non-assessable; provided that the exercise of the option is restricted as set
forth in Section 2 of this Agreement.
2. TERMS
AND CONDITIONS OF OPTION. The following terms and conditions shall
apply to the option:
(a)
Option
Price. The purchase
price of each share subject to the option shall be $______ being 100% of the
fair market value of such share on the date of grant.
(b)
Type
of Option. The option
is a non-statutory stock option which shall not be deemed to meet the
requirements of an incentive stock option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended.
1
(c)
Period
of Option. The option
shall have a term of ten (10) years and one (1) day from the date on which
it is
granted; provided however that unless the option shall have already expired
by
its terms, the option or the unexercised portion thereof (to the extent
exercisable on the date of termination of employment) shall terminate at the
close of business on the day three (3) months following the date on which the
Optionee ceases to be employed by the Corporation or a Subsidiary, unless a
longer period is provided under subsection (f) of this Section in the case
of
death, Disability or Retirement.
(d)
Exercise
of Option. The
option shall be exercisable with respect to not more than ______ percent (___%)
of the shares subject thereto after the expiration of one (1) year following
the
date of grant, and shall be exercisable as to an additional ______ percent
(____%) of such shares after the expiration of each of the succeeding _______
(__) years, on a cumulative basis, so that the option, or any unexercised
portion thereof, shall be fully exercisable after a period of _______ (___)
years from the date of grant, provided that any portion of the option which
remains unexercisable shall become exercisable in the event of a Change in
Control as defined and subject to the conditions set forth in the Plan. The
Optionee may not exercise the option or any part thereof unless at the time
of
such exercise the Optionee shall be employed by the Corporation or a Subsidiary
and shall have been so employed continuously since the date of grant, excepting
leaves of absence approved by the Committee, as defined in the Plan; provided,
however, that an Optionee may exercise the option during the periods described
in subsections (c) and (f) of this Section following such continuous employment
unless the option shall have already expired by its terms. The option shall
be
exercised in the manner set forth in Section 3 of this Agreement by serving
written notice of exercise on the Corporation accompanied by full payment of
the
purchase price in cash. Any obligation of the Corporation to accept such payment
and issue the shares as to which such option is being exercised shall be
conditioned upon the Corporation's ability at nominal expense to issue such
shares in compliance with all applicable statutes, rules or regulations of
any
governmental authority. The Corporation may secure from the Optionee any
assurances or agreements that the Committee, in its sole discretion, shall
deem
necessary or advisable in order that the issuance of such shares shall comply
with any such statutes, rules or regulations.
(e)
Nontransferability.
The
option shall not be transferable by the Optionee otherwise than by will or
by
the laws of descent and distribution, and the option shall be exercisable,
during the Optionee's lifetime, only by the Optionee.
|
(f) (i) In
the event of the death, Disability or Retirement of the Optionee
while in
the employ of the Corporation or a Subsidiary, the option may be
exercised
within the period of five (5) years succeeding such Optionee’s death,
Disability or Retirement, but in no event later than ten (10) years
and
one (1) day from the date the option was granted, by the person or
persons
designated in the Optionee’s will for that purpose or in the absence of
any such designation, by the legal representative of the Optionee’s
estate, or by the Optionee or the Optionee’s legal representative, as the
case may be.
|
2
(ii)
During any period following termination of employment by reason of death,
Disability or Retirement, during which the option may be exercisable as provided
in subsection (f) (i) above, such option shall continue to vest in accordance
with its terms and be and become exercisable as if employment had not
ceased.
(iii)
As
used
in this Agreement, the term “Retirement” means retirement in accordance with the
terms of the Corporation's tax-qualified Employees' Pension Plan, the term
"Disability" or "Disabled" means permanent and total disability as defined
by
Code Section 22(e)(3), and the term "Code" means the Internal Revenue Code
of
1986, as amended from time to time, and any successor Code, and related rules,
regulations and interpretations.
|
|
(g) Stockholder
Rights. The
Optionee shall not be entitled to any rights as a stockholder with respect
to
any shares subject to the option prior to the date of issuance to the Optionee
of such shares.
3.
MANNER OF EXERCISE OF OPTION.
(a)
The option shall be exercised by delivering to the Chief Financial Officer
of
the Corporation from time to time a signed statement of exercise specifying
the
number of shares to be purchased, together with cash or a check to the order
of
the Corporation for an amount equal to the purchase price of such shares. In
the
discretion of the Committee, payment in full or in part may also be made by
delivery of (i) irrevocable instructions to a broker to deliver promptly to
the
Corporation the amount of sale or loan proceeds to pay the exercise price,
or
(ii) previously owned shares of Stock not then subject to restrictions under
any
Corporation plan (but which may include shares the disposition of which
constitutes a disqualifying disposition for purposes of obtaining incentive
stock option treatment for federal tax purposes), or (iii) shares of Stock
otherwise receivable upon the exercise of such option provided, however, that
in
the event the Committee shall determine in any given instance that the exercise
of such option by withholding shares otherwise receivable would be unlawful,
unduly burdensome or otherwise inappropriate, the Committee may require that
such exercise be accomplished in another acceptable manner. For purposes of
this
Section 3, such surrendered shares shall be valued at the closing price of
the
Stock in the NASDAQ Global Market on the most recent trading day preceding
the
date of exercise on which sales of the Stock occurred.
(b)
The issuance of optioned shares shall be conditioned on the Optionee having
either (i) paid, or (ii) made provisions satisfactory to the Committee for
the
payment of, all applicable tax withholding obligations. The Corporation and
its
Subsidiaries shall, to the extent permitted by law, have the right to deduct
any
such taxes from any payment of any kind otherwise due to the Optionee. The
Committee in its discretion, but only upon the written request of the Optionee,
may permit the Optionee to satisfy federal income tax withholding requirements
occasioned by the exercise thereof by the surrender of shares otherwise to
be
received on the exercise of such option. For purposes of this subsection (b),
such surrendered shares shall be valued at the closing price of the Stock in
the
NASDAQ Global Market on the most recent trading day preceding the date of
exercise on which sales of the Stock occurred.
3
(c)
Within twenty (20) days after such exercise of the option in whole or in part,
the Corporation shall cause the shares with respect to which the option shall
be
so exercised to be issued in uncertificated form in the Optionee's name,
provided that, if the stock transfer books of the Corporation are closed for
the
whole or any part of said twenty (20) day period, then such period shall be
extended accordingly. Each purchase of Stock hereunder shall be a separate
and
divisible transaction and a completed contract in and of itself.
4.
STOCK RESERVATIONS. The Corporation shall at all times during the term
of this Agreement reserve and keep available such number of shares of its Stock
as will be sufficient to satisfy the requirements of this Agreement, and shall
pay all original issue taxes, if any, on the exercise of the option, and all
other fees and expenses necessarily incurred by the Corporation in connection
therewith.
5.
TERMINATION OF OPTION. If the Optionee shall no longer be a full-time
salaried employee of the Corporation or a Subsidiary, Optionee's employment
being terminated for any reason whatsoever other than death, Disability or
Retirement, any unexercised portion of the option shall terminate at the close
of business on the day three (3) months following the date of the termination
of
Optionee's employment, unless such option shall have already expired by its
terms. This option shall be exercisable, if at all, during such three (3) month
period only to the extent exercisable on the date of termination of employment.
For purposes of this option, a transfer of the employment of Optionee from
the
Corporation to a Subsidiary, or vice versa, or from one Subsidiary to another
Subsidiary, shall not be deemed a termination of employment.
6.
EFFECT ON CHANGES IN CAPITAL STRUCTURE. The existence of the option
shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or
its
business, or any merger or consolidation of the Corporation, or any issue of
bonds, debentures, preferred or prior preference stocks ahead of or affecting
the Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceedings, whether of a similar
character or otherwise.
7.
DILUTION OR OTHER ADJUSTMENTS. In the event that prior to issuance by
the Corporation of all the shares of Stock subject to the option, the
Corporation shall have effected one or more stock splits, stock dividends,
mergers, reorganizations, consolidations, combinations or exchanges of shares,
recapitalizations or similar capital adjustments, the Board of Directors of
the
Corporation shall equitably adjust the number, kind and option price of the
shares remaining subject to the option in order to avoid dilution or enlargement
of option rights.
4
8.
COMPLIANCE WITH LAWS. Notwithstanding any of the provisions hereof, the
Optionee agrees for himself/herself and his/her legal representatives, legatees
and distributees that the option shall not be exercisable, and that the
Corporation shall not be obligated to issue any shares hereunder, if the
exercise of said option or the issuance of such shares shall constitute a
violation by the option holder or the Corporation of any provision of any law
or
regulation of any governmental authority.
9.
NOTICES. Every notice or other communication relating to this Agreement
shall be in writing, and shall be mailed or delivered to the party for whom
it
is intended at such address as may from time to time be designated by such
party
in a notice mailed or delivered to the other party as herein provided; provided
that, unless and until some other address be so designated, all notices or
communications to the Corporation shall be mailed to or delivered to the Chief
Financial Officer at the principal office of the Corporation, and all notices
by
the Corporation to the Optionee may be given to the Optionee personally or
by
mail, facsimile or electronic mail to the Optionee at the Optionee’s place of
employment with the Corporation or a Subsidiary or at the last designated
address for the Optionee on the employment records of the
Corporation.
10.
ADMINISTRATION AND INTERPRETATION. The administration of the option
shall be subject to such rules and regulations as the Committee deems necessary
or advisable for the administration of the Plan. The determination or the
interpretation and construction of any provision of the option by the Committee
shall be final and conclusive upon all concerned, unless otherwise determined
by
the Board of Directors of the Corporation. The option shall at all times be
interpreted and applied in a manner consistent with the provisions of the Plan,
and in the event of any inconsistency between the terms of the option and the
terms of the Plan, the terms of the Plan shall control, the terms of the Plan
being incorporated herein by reference.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first written above.
|
|
|
KAMAN
CORPORATION
|
|
|
By:
|
_______________________________
|
|
|
Its
|
|
|
|
|
|
|
|
________________________________
|
|
|
|
, Optionee
|
|
5
