CONSULTANT'S AGREEMENT
THIS AGREEMENT, effective this 12th day of July, 2001 by
and between Kaman Corporation, a corporation organized and
existing under the laws of the State of Connecticut and having
its office and principal place of business in Bloomfield,
Connecticut (hereinafter called "Kaman"), and Walter R. Kozlow,
of 192 Woodward Road, Brooklyn, CT 06234, Social Security
Number ###-##-#### (hereinafter called "Consultant").
WITNESSETH:
WHEREAS, a portion of Kaman's business relates to aerospace
products and technology; and
WHEREAS, Consultant has special qualifications in the areas
of aerospace management, strategic planning, contracting and
marketing activities, and related disciplines; and
WHEREAS, the parties hereto have agreed to utilize
Consultant's services as Consultant to the President to advise
and consult in connection with Kaman's business in such fields
upon conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the premises, the parties
hereto mutually agree as follows:
1. Services. Consultant shall furnish to Kaman during the
Term services commensurate with his knowledge and experience as
reasonably requested by Kaman. Services will be provided at such
times and locations as shall be mutually agreed between the
parties. All services to be performed under this Agreement will
be specifically requested by Mr. Paul R. Kuhn or his designee.
2. Term. The term of this Agreement shall be for a period
of two (2) years commencing on January 1, 2002 (the "Term").
3. Compensation. a) For his services, the Consultant
shall be paid a fee equal to Twenty Thousand Two Hundred Eight
and 33/100 Dollars ($20,208.33) per month for the first eleven
months of each year during the Term and Twenty Thousand Two
Hundred Eight and 37/100 for the twelfth month of each year
during the Term. Payments shall be made at the end of each
month during the Term. In no event will Consultant engage in,
or will any portion of the Consultant's fees paid hereunder,
be used for any improper or illegal purpose or activity.
Consultant acknowledges receipt of and agrees to comply with
Kaman's Standards of Business Ethics and Conduct as applicable
to all Kaman employees.
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b) Consultant shall be reimbursed by Kaman for Consultant's
out-of-pocket business expenses incurred in rendering his
services, provided such expenses are directly incident to the
performance of his services under this Agreement and that such
expenses have been approved in advance by Kaman's designated
representative. Such expenses shall include airlines fare,
hotel bills, entertainment expenses, and other reasonable and
proper expenses incurred in performing consulting work for
Kaman. Consultant agrees to provide receipts for said expenses.
c) Consultant shall keep such time records as Kaman may
reasonably require. Kaman shall provide Consultant with Internal
Revenue Service Form 1099 "U.S. Information Return" annually
within the time provided by law for any calendar year coming
within the Term. Consultant agrees that he is obligated to pay
all appropriate federal, state and local income taxes and sales or
other taxes relating to this Agreement and to comply with all
federal, state and local laws regarding same and further agrees
to indemnify and hold Kaman harmless from any and all liability
which may result from Consultant's failure to do so or from
Kaman's not withholding amounts for sales or income tax or FICA.
It is expressly agreed by and between Consultant and Kaman that
the applicable Consultant's fee shall be the total compensation
due Consultant and Consultant is not eligible for any Kaman
benefits including but not limited to insurance programs, workers
compensation benefits, medical benefits, vacation pay and personal
time. It is understood and agreed that Consultant shall maintain
his own insurance coverage, as appropriate, to cover medical,
automobile and general liability (and workers compensation, if
applicable) in generally acceptable amounts and Consultant shall
provide Kaman with certificate or certificates evidencing such
coverage at Kaman's request.
4. Confidentiality. Consultant shall use his best efforts
to perform successfully the tasks assigned to him by Kaman and
shall not, without the prior written consent of Kaman, directly
or indirectly, divulge information concerning or touching upon the
work performed by him for Kaman. It is understood that disclosure
of information relating to work under Government contracts of a
restricted nature to any person not entitled to receive the same,
or failure to safeguard all classified matter which may come to the
knowledge of Consultant in connection with such work, may subject
Consultant to criminal liability under the laws of the United
States.
5. No Conflicts of Interest. Consultant represents that
there are no agreements or understandings between Consultant and
any other person, partnership or corporation which prohibits the
execution of the Agreement or the performance of the obligations
hereunder.
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6. Termination. (Intentionally Omitted)
7. Independent Contractor. The parties intend and agree
that Consultant is acting and will act as an independent contractor
and not as an employee of Kaman in performance of his services
under this Agreement. During the Term, Consultant shall not in
any manner be engaged in or concerned with any business competitive
with any business related to the consulting activities performed
hereunder.
8. Governing Law; Disputes. This Agreement shall be
interpreted under the laws of the State of Connecticut. Any
controversy or claim arising out of or relating to this Agreement,
or breach hereof shall be settled by arbitration to be held at
Hartford, Connecticut in accordance with the rules of the American
Arbitration Association and judgment upon the award rendered
thereunder by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
9. Entire Agreement; No Assignment. This Agreement
constitutes the entire agreement of the parties and shall be
binding on or inure to the benefit of the parties hereto. It is
understood and agreed that this Agreement is personal to the
Consultant and cannot be assigned or otherwise alienated in any
manner.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement in duplicate the day and year first above written.
KAMAN CORPORATION
Candace A. Clark By Paul R. Kuhn
Witness Its President
Date July 12, 2001 Date July 12, 2001
Candace A. Clark Walter R. Kozlow
Witness Consultant
Date July 17, 2001 Date July 17, 2001
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