INCENTIVE STOCK OPTION AGREEMENT (Under the Kaman Corporation
Exhibit
10h(i)
(Under
the Kaman Corporation
2003
Stock Incentive Plan)
THIS
AGREEMENT, made and entered into as of the ___ day of _________, 20___
by and between KAMAN CORPORATION, a Connecticut corporation, with its principal
office in Bloomfield, Connecticut (the "Corporation"), and ___________ (the
"Optionee");
W
I T N E S S E T H :
WHEREAS,
the Optionee is now a full-time salaried employee of the Corporation or a
subsidiary thereof, the term "subsidiary" being used herein as defined in the
Corporation's 2003 Stock Incentive Plan (the "Plan"); and
WHEREAS,
the Corporation desires to give the Optionee an opportunity to acquire shares
of
the Common Stock of the Corporation (the "Stock" or "shares") pursuant to the
Plan in consideration of and on the terms and conditions stated in this
Agreement; and
WHEREAS,
capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Plan;
NOW,
THEREFORE, in consideration of the premises, and of the mutual
covenants and agreements contained in this Agreement, the parties agree as
follows:
1.
GRANT OF OPTION. Subject to the terms and conditions set forth in this
Agreement, the Corporation grants to the Optionee, effective the day and year
first above written (hereinafter called the "date of grant"), the right and
option (hereinafter called the "option"), exercisable during the period
commencing on the date of grant and ending ten (10) years after the date of
grant, to purchase from the Corporation from time to time, up to but not
exceeding in the aggregate _______ shares of the Stock to be issued upon the
exercise hereof, fully paid and non-assessable; provided that the exercise
of
the option is restricted as set forth in Section 2 of this
Agreement.
2.
TERMS AND CONDITIONS OF OPTION. The
following terms and
conditions
shall apply to the option:
(a) Option Price. The purchase price of each share subject to the option
shall be $_____ being 100% of the fair market value of such share on the date
of
grant.
(b)
Type of Option. The option is an incentive stock option meeting the
requirements of such options as defined in Section 422 of the Internal Revenue
Code of 1986, as amended.
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(c)
Period of Option. The option granted under the Plan shall have a term of
ten (10) years from the date on which it is granted; provided that the option
or
the unexercised portion thereof (to the extent exercisable on the date of
termination of employment) shall terminate at the close of business on the
day
three (3) months following the date on which the Optionee ceases to be employed
by the Corporation or a subsidiary, unless the option shall have already expired
by its terms, except as provided under subsection (f) of this section in the
event of the death or disability of the Optionee.
(d)
Exercise of Option. The option granted under the Plan shall be
exercisable with respect to not more than ______ percent (___%) of the shares
subject thereto 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. Except as provided in
subsection (f) of this section, the Optionee may not exercise the option or
any
part thereof unless at the time of such exercise the Optionee shall be employed
by the Corporation or a subsidiary and shall have been so employed continuously
since the date of grant, excepting leaves of absence approved by the Committee,
as defined in the Plan; provided, however, that an Optionee may exercise the
option during the three (3) month period following such continuous employment
unless such option shall have already expired by its terms. The option shall
be
exercised in the manner set forth in Section 3 of this Agreement by serving
written notice of exercise on the Corporation accompanied by full payment of
the
purchase price in cash. Any obligation of the Corporation to accept such payment
and issue the shares as to which such option is being exercised shall be
conditioned upon the Corporation's ability at nominal expense to issue such
shares in compliance with all applicable statutes, rules or regulations of
any
governmental authority. The Corporation may secure from the Optionee any
assurances or agreements that the Committee, in its sole discretion, shall
deem
necessary or advisable in order that the issuance of such shares shall comply
with any such statutes, rules or regulations.
(e)
Nontransferability. The option shall not be transferable by the Optionee
otherwise than by will or by the laws of descent and distribution, and the
option shall be exercisable, during the Optionee’s lifetime, only by the
Optionee.
(f)
Death or Disability of Optionee. In the event of the death or disability
of the Optionee while in the employ of the Corporation or a subsidiary, the
option may be exercised within the period of one (1) year succeeding death
or
disability to the extent otherwise exercisable at the time of exercise, but
in
no event later than ten (10) years from the date the option was granted. In
the
event of the death of the Optionee, the option may be so exercised by the person
or persons designated in the Optionee's will for that purpose. If no such person
or persons are so designated or if the Optionee dies intestate, then the option
may be exercised within said period by the legal representative or
representatives of the Optionee's estate. In the event that the Optionee is
disabled, the term "disabled", meaning permanent and total disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, while
in
the employ of the Corporation or a subsidiary, the option may be exercised
within said period either by the Optionee or by his representative, as the
case
may be.
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(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.
(h)
Disqualifying Dispositions. Optionee shall promptly notify the
Corporation in the event of a disqualifying disposition (within the meaning
of
the Internal Revenue Code of 1986, as amended) of any shares acquired pursuant
to this Agreement and provide the Corporation with all relevant information
related thereto.
3.
MANNER OF EXERCISE OF OPTION. 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 (which will constitute a disqualifying disposition
of
such shares for federal tax purposes) 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. 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, if
any.
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.
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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 or disability,
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.
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.
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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 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.
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KAMAN
CORPORATION
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By:
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__________________________________
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Its
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__________________________________
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Optionee
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