KAMAN CORPORATION
EMPLOYEES STOCK PURCHASE PLAN
As Amended effective November 19, 1996
1. PURPOSE; AUTHORIZED SHARES. The Kaman Corporation Employees
Stock Purchase Plan (the "Plan") was adopted by the Board of
Directors (the "Board") of Kaman Corporation (the "Corporation") on
February 28, 1989 for the purpose of providing employees of the
Corporation and its subsidiaries an opportunity to purchase Kaman
Corporation Class A common stock through payroll deductions during
consecutive offerings commencing July 1, 1989. One Million Five
Hundred Thousand (1,500,000) shares of the Corporation's Class A
common stock in the aggregate have been approved for purposes of
the Plan by the Board.
2. OFFERING PERIODS. Each offering shall be made over a period
of one or more whole or partial Plan Years as determined by the
Committee (as defined in paragraph 3), provided that in no event
shall an offering period be greater than five (5) Plan Years.
3. ADMINISTRATION. The Plan will be administered by a committee
(the "Committee") appointed by the Board, consisting of at least
three of its members. Members of the Committee shall not be
eligible to participate in the Plan. The Committee will have
authority to make rules and regulations for the administration of
the Plan, and its interpretations and decisions with respect to the
Plan shall be final and conclusive. Absent some other provision by
the Board, the power and responsibilities of the Committee shall be
vested in and assumed by the Personnel and Compensation Committee
of the Board.
4. ELIGIBILITY. All full-time regular employees of the
Corporation and its subsidiaries, with at least three (3) months of
service as of the effective date of each offering hereunder, will
be eligible to participate in the Plan, subject to such rules as
may be prescribed from time to time by the Committee. Such rules,
however, shall neither permit nor deny participation in the Plan
contrary to the requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), including, but not limited to, Section 423
thereof, and regulations promulgated thereunder. To the extent
consistent with Code Section 423, and regulations promulgated
thereunder, the Committee may permit persons who are not full-time
regular employees of the Corporation or one of its subsidiaries at
the commencement of an offering period, or who have not satisfied
the aforementioned three (3) month service requirement at the com-
mencement of an offering period, to participate in such offering
beginning on the date or at a specified date after such person has
been a full-time, regular employee of the Corporation or one of its
subsidiaries for at least three (3) months. No employee may be
granted a right under the Plan if such employee, immediately after
the right is granted, would own five percent (5%) or more of the
total combined voting power or value of the stock of the Cor-
poration or any subsidiary. For purposes of the preceding
sentence, the rules of Section 425(d) of the Code shall apply in
determining stock ownership of an employee, and stock which the
employee may purchase under outstanding rights shall be treated as
stock owned by the employee.
5. PARTICIPATION. An eligible employee may begin participation
in an offering at any time by completing and forwarding a payroll
deduction authorization form to the employee's appropriate payroll
location. The form will authorize a regular payroll deduction from
the employee's compensation, and must specify the date on which
such deduction is to commence. The authorization may not be
retroactive.
6. DEDUCTIONS. Payroll deduction accounts will be maintained for
all participating employees. An employee may authorize a payroll
deduction in terms of dollars and cents per payroll period of not
less than $1.00 or more than ten (10%) percent of the compensation
of the employee during any such payroll period.
7. DEDUCTION CHANGES. An employee may at any time increase or
decrease the employee's payroll deduction by filing a new payroll
deduction authorization form. The change may not become effective
sooner than the next pay period after receipt of the form. A
payroll deduction may be increased only twice and may be reduced
only twice during any Plan Year of an offering period, unless any
such additional change is required to permit the purchase of the
whole number of shares for which rights have been granted to the
employee under the provisions of paragraph 10.
8. INTEREST. Since the amount of time that the Corporation will
be holding funds withheld from employees' compensation is minimal,
no interest will be credited to employees' accounts.
9. WITHDRAWAL OF FUNDS. An employee may at any time and for any
reason permanently withdraw the balance of funds accumulated in the
employee's payroll deduction account, and thereby withdraw from
participation in an offering. Upon any such withdrawal, the
employee shall be entitled to receive in cash the value of any
fractional share (rounded to four decimal places) allocated to such
employee's account determined on the basis of the market value
thereof as of the date of withdrawal. The employee may thereafter
begin participation again only once during each Plan Year of an
offering period. Partial withdrawals will not be permitted.
10. PURCHASE OF SHARES. Subject to the payroll deduction
limitation set forth in paragraph 6 and the limitation below, each
employee participating in an offering under this Plan will be
granted a right to purchase shares of the Corporation's Class A
common stock which have an aggregate purchase price (determined
under paragraph 11) equal to the sum of (a) up to ten percent (10%)
of his or her compensation during each pay period of each offering
period in which he or she participates and (b) any cash dividends
reinvested in accordance with paragraph 12. In no event may an
employee be granted a right which permits such employee's rights to
purchase stock under this Plan, and any other stock purchase plan
of the Corporation and its subsidiaries, to accrue at a rate which
exceeds $25,000 of fair market value of stock (determined at the
date of grant of the right) for each calendar year in which the
right is outstanding at any time. No right may be exercised in any
manner other than by payroll deduction as specified in paragraph 6
or dividend reinvestment as specified in paragraph 12.
11. PURCHASE PRICE AND PAYMENT. The purchase price to
participating employees for each share of Class A common stock
purchased under the Plan will be 85% of its market value at the
time of purchase. Purchases of shares pursuant to the Plan shall
be made on the fifteenth (15th) day of each month. The number of
whole and fractional shares allocated to each employee's account as
of each date of purchase shall be based upon the balance of funds
in an employee's account available for the purchase of shares as of
the close of the immediately preceding month. A participating
employee's payroll deduction account shall be charged with the
purchase price of each whole and fractional share allocated to the
employee as of the date of purchase and the employee shall be
deemed to have exercised a right to acquire such whole and
fractional share as of such date. Additional shares covered by the
participating employee's rights under the Plan will be purchased in
the same manner, provided funds have again accrued in his account.
12. DIVIDENDS. Any cash dividends paid with respect to the shares
held under the Plan shall be paid in cash to the participating
employees for whom shares are so held on the basis of the number of
whole and fractional shares so held or, if a participating employee
so elects, such dividends shall be combined with payroll
deductions, added to the funds held under the Plan, and applied to
the purchase of additional shares of stock purchased pursuant to
the Plan. A participating employee choosing to have dividends
reinvested under this paragraph may terminate such election during
an offering period by filing a written form at the appropriate
payroll location, but may thereafter resume his election to
reinvest such cash dividends only once during each Plan Year of an
offering period. An election to either stop or resume dividend
reinvestment will be effective with respect to the dividend payment
next following receipt of the form; provided that if the form is
filed within thirty (30) days before a dividend record date
declared by the Board, then such election will not be effective
with respect to that particular dividend declaration.
13. STOCK CERTIFICATES. Stock certificates will only be issued to
participating employees promptly after their request or promptly
after the participating employee's withdrawal from the Plan for any
reason.
14. REGISTRATION OF CERTIFICATES. Certificates may be registered
only in the name of the employee, or if the employee so indicates
on the employee's payroll deduction authorization form, in the
employee's name jointly with a member of the employee's family,
with right of survivorship. An employee who is a resident of a
jurisdiction which does not recognize such a joint tenancy may have
certificates registered in the employee's name as tenant in common
with a member of the employee's family, without right of
survivorship.
15. DEFINITIONS. The following terms when used herein shall have
the meanings set forth below:
(a) The phrase "market value" or "fair market value"
means the closing price of the Corporation's Class A
common stock in the Over-the-Counter NASDAQ National
Market System, as reported in the Hartford, Connecticut
local issue of The Wall Street Journal, on the business
day immediately preceding the day of purchase or the
effective date of the offering as the context requires.
(b) The term "subsidiary" means a subsidiary of the
Corporation within the meaning of Section 425(f) of the
Internal Revenue Code and the regulations thereunder,
provided, however, that each consecutive offering under
this Plan shall not be deemed to cover the employees of
any subsidiary acquired or established after the
effective date of such offering, unless so authorized by
the Committee.
(c) a "Plan Year" means the calendar year.
16. RIGHTS AS A SHAREHOLDER. None of the rights or privileges of
a shareholder of the Corporation shall exist with respect to (a)
rights granted to a participating employee under the Plan or, (b)
except as provided in paragraph 12, any fractional shares credited
to the participating employee's account.
17. RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT. In
the event of a participating employee's retirement, death or
termination of employment, no payroll deduction shall be taken from
any pay due and owing to an employee at such time, and the balance
in the employee's account (including the value of any fractional
shares calculated in the manner described in paragraph 9) shall be
paid to the employee or, in the event of the employee's death, to
the employee's estate; provided, however, that in the event shares
credited to the account of a deceased employee would have been
issued to the employee and a joint tenant with right of
survivorship as permitted in paragraph 14 if issued immediately
prior to such employee's death, then such shares shall be issued to
such joint tenant, if living at the time such shares are issued.
18. OBLIGATION OF CORPORATION TO PURCHASE. In the event of
personal or family circumstances of an emergency nature, for a
period of one year after the exercise of a right to purchase a
share or shares as described in paragraphs 10 and 11, a
participating employee shall have the right to offer such shares
back to the Corporation at the price at which such shares were pur-
chased, and the Corporation shall have the obligation to make such
repurchase.
19. RIGHTS NOT TRANSFERABLE. Rights under this Plan are not
transferable by a participating employee and are exercisable during
an employee's lifetime only by the employee.
20. APPLICATION OF FUNDS. All funds received or held by the
Corporation under this Plan may be used for any corporate purpose.
21. ADJUSTMENT IN CASES OF CHANGES AFFECTING CLASS A STOCK. In
the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, combination, issuance of rights,
split-up or spin-off of the Corporation, or the like, the number of
shares approved for this Plan shall be increased appropriately and
such other adjustments to the terms of this Plan shall be made as
may be deemed equitable by the Board. In the event of any other
change affecting such stock, such adjustments shall be made as may
be deemed equitable by the Board to give proper effect to such
event.
22. AMENDMENT OF THE PLAN. The Board may at any time, or from
time to time, amend this Plan in any respect, except that, without
the approval of each class of stock of the Corporation then issued
and outstanding and entitled to vote on the matter by applicable
law, no amendment shall be made (i) increasing the number of shares
approved for this Plan (other than as provided in paragraph 21);
(ii) decreasing the purchase price per share; (iii) withdrawing the
administration of this Plan from the Committee; or (iv) changing
the designation of subsidiaries eligible to participate in the
Plan, except adding a subsidiary as provided in paragraph 15(b).
23. TERMINATION OF PLAN. This Plan and all rights of employees
under an offering hereunder shall terminate:
(a) on the date that participating employees'
accumulated payroll deductions pursuant to paragraph 6
and amounts reinvested pursuant to paragraph 12 are
sufficient to purchase a number of shares equal to or
greater than the number of shares remaining available for
purchase. If the number of shares so purchasable is
greater than the shares remaining available, the
available shares shall be allocated by the Committee
among such participating employees in such manner as it
deems equitable, or
(b) at any time at the discretion of the Board.
Upon termination of the Plan all amounts in the accounts of
participating employees not applied to the purchase of shares
hereunder, together with the value of any fractional shares
calculated in the manner described in paragraph 9, shall be
promptly refunded.
24. GOVERNMENT REGULATIONS. The Corporation's obligation to sell
and deliver shares of its Class A common stock under this Plan is
subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such stock.
25. SHARES USED TO FUND PLAN. The Corporation may utilize
unissued or treasury shares to fund the Plan. Purchases of
outstanding shares may also be made pursuant to and on behalf of
the Plan, upon such terms as the Corporation may approve, for
delivery under the Plan.
26. QUALIFIED PLAN. This Plan is intended to qualify as an
Employee Stock Purchase Plan as defined in Section 423 of the Code.
The term "right" as used herein shall mean "option" as used in
Section 423, and is used herein only to avoid confusion with
"options" granted under the Kaman Corporation 1983 Stock Incentive
Plan.
27. SUCCESSOR CORPORATION. The rights and obligations of the
Corporation under this Plan shall inure to and be binding upon any
successor to all or substantially all of the Corporation's assets
and business.
28. BUSINESS DAYS. If any event provided for in this Plan is
scheduled to take place on a day which is not a business day then
such event shall take place on the immediately preceding business
day.