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EXHIBIT 10(f)(I)
CONSULTANT'S AGREEMENT
THIS AGREEMENT, effective this 1st day of March 2002 by and
between Kaman Aerospace Corporation, a corporation organized and
existing under the laws of the State of Delaware and having its
office and principal place of business in Bloomfield,
Connecticut (hereinafter called "Kaman"), and Admiral Huntington
Hardisty, U.S. Navy (Retired) of 45 Bloomfield Avenue, Hartford,
Connecticut 06105, Social Security Number ###-##-#### (hereinafter
called "Consultant").
WITNESSETH:
WHEREAS, 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 Admiral
Hardisty'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. Consultant shall furnish to Kaman during the term of this
Agreement such services commensurate with his knowledge and
experience as Kaman from time to time may reasonably require. The
term of this Agreement shall be for a period of one (1) year
commencing on the effective date of this Agreement and expiring 28
February 2003.
2. Consultant's services shall be performed at such locations
as Kaman may reasonably request to participate in management
briefings, strategic planning sessions, or other consultations as
required. All services to be performed under this Agreement will be
specifically directed by Kaman's President or his designee.
3. For his services, the Consultant shall be paid at the per
diem rate of One Thousand Dollars ($1,000.00) for each day of
service required by Kaman and performed by Consultant. Kaman will
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guarantee payment to Consultant for a minimum of sixty (60) days
per year during the term of this Agreement. Consultant will be paid
on a payment schedule of Five Thousand Dollars ($5,000.00) per
month through the term of this Agreement to support the minimum
annual guarantee of Sixty Thousand Dollars ($60,000.00) (equivalent
of sixty (60) days of service per year). In the event that the
Consultant provides services in excess of the minimum annual
guarantee of sixty (60) days, Kaman will pay Consultant his per
diem rate. Payments shall be made monthly at the end of each month
during the term of this Agreement.
4. 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.
5. 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 of this Agreement. 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.
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6. 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 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.
7. 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.
8. Consultant may terminate this Agreement with or without
cause at any time. In any event, Consultant agrees to provide at
least thirty (30) days prior written notice of his intent to
terminate this Agreement, if such termination is to be earlier than
28 February 2003. It is expressly agreed that upon termination of
this Agreement, all rights and obligations of the parties hereunder
shall cease and terminate except for: 1) the payment of
Consultant's fees and reimbursements of business expenses arising
hereunder prior to the effective date of such termination, and 2)
the obligation of confidentiality set forth in paragraph 6 above.
9. 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 of this Agreement, 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.
10. 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.
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11. 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 AEROSPACE CORPORATION
Richard Forsberg
Witness By Joseph H. Lubenstein
Its President
February 4, 2002 February 4, 2002
Date Date
ADMIRAL HUNTINGTON HARDISTY
U.S. NAVY (RETIRED)
Janet Whitehead
Witness By Huntington Hardisty
Consultant
January 25, 2002 January 25, 2002
Date Date
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