8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 10, 2005 (November 7, 2005)

Kaman Corporation

(Exact Name of Registrant as Specified in Its Charter)

Connecticut

(State or Other Jurisdictionof Incorporation)

0-1093	06-0613548
(Commission File Number)	(IRS Employer Identification No.)
1332 Blue Hills Avenue, Bloomfield, Connecticut	06002
(Address of Principal Executive Offices)	(Zip Code)

(860) 243-7100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry Into a Material Definitive Agreement

Non-Employee Director Compensation

On November 8, 2005, the Corporate Governance Committee of the Kaman Corporation Board of Directors recommended to the Board of Directors (the “Board”) a revised annual compensation fee schedule for non-employee directors which was approved by the Board on the same date. The revised fee schedule, effective January 1, 2006, as compared to the current fee schedule, which has been in effect since January 1, 2004, is as follows:

Kaman Corporation Board of Directors Annual Compensation Comparison
		Effective Jan. 1, 2004			Effective Jan. 1, 2006
Cash
Retainer Fees:
Board	$	35,000		$	45,000
Lead Director		5,000			7,500
Committee Chairmen:
Audit Committee		7,500			10,000
Corporate Governance Committee		3,000			5,000
Personnel & Compensation Committee		5,000			5,000
Finance Committee		3,000			5,000
Board per Meeting Fee		1,500			1,500
Committee per Meeting Fee		1,200			1,200
Committee Chairman per Meeting Fee		1,600			1,800
Vice Chairman (non-employee, per meeting when serving as Chair)		3,000			3,000
Stock
Restricted Stock Award pursuant to the Corporation’s 2003 Stock Incentive Plan		1,000 shares	*		2,000 shares	**
Estimated Annual Fees
Total estimated annual compensation for a Director sitting on two committees (non chair, 5 meetings per Committee) and stock price of $20 per share:		$ 76,000			$ 106,000

*All restrictions immediately lapse

**With three-year vesting schedule

The revised fee schedule is the result of a biennial review undertaken by the Corporate Governance Committee in accordance with its charter. The Committee was assisted in this process by an independent consultant who provided recommendations, which were adopted by the Committee, based upon his review of recent surveys of director compensation levels and practices by Pearl Meyer & Partners, Fredric W. Cook & Co., Inc. and Mercer Human Resource Consulting as well as a proxy analysis of board compensation levels for various industrial companies with sales volume comparable to that of the Corporation. The changes in board compensation levels reflect an increased time commitment for directors during the past few years and current market practices.

Payment to Chair of Special Committee

A Special Committee of the Kaman Corporation Board of Directors was formed in April 2003 to explore alternate capital structures for the Corporation, including consideration of a potential recapitalization. The history of that recapitalization can be reviewed in various SEC filings of the Corporation, including Exhibit 2.1 to a Form 8-K filed by the Company on June 8, 2005, the proxy statement, which was filed on September 2, 2005 and mailed to shareholders shortly thereafter and the prospectus supplement, which was filed on September 30, 2005 and mailed to the shareholders shortly thereafter.

The recapitalization was completed on November 3, 2005 and on November 8, 2005, the Personnel and Compensation Committee of the Board recommended, and the Board approved, a payment in the amount of $105,000 to the chair of the Special Committee for services provided by the Chair in connection with the recapitalization over a thirty-one (31) month period.

Long Term Incentive Awards

On November 8, 2005, the Personnel and Compensation Committee approved commencement of a new three-year Performance Period, the performance measures associated therewith and the participants to which the Performance Period will apply (all capitalized terms have the meaning ascribed to them in the Kaman Corporation 2003 Stock Incentive Plan (the "Plan") as filed with the SEC on November 9, 2004, Document Number 0000054381-04-000081) for the Plan's Long-Term Performance Award feature (“LTIP”). The Performance Period will extend from January 1, 2006 to December 31, 2008. The participants and their individual target award opportunity are as follows:

Participant		Target Award as % of Base Salary
Paul R. Kuhn	Chairman, President and Chief Executive Officer, Kaman Corporation	110%
Robert M. Garneau	Executive Vice President and Chief Financial Officer, Kaman Corporation	80%
T. Jack Cahill	President, Kaman Industrial Technologies Corporation, a subsidiary of Kaman Corporation	65%
Candace A. Clark	Senior Vice President and Chief Legal Officer, Kaman Corporation	65%
Robert H. Saunders, Jr.	President, Kaman Music Corporation, a subsidiary of Kaman Corporation	65%
Ronald M. Galla	Senior Vice President and Chief Information Officer, Kaman Corporation	60%
Russell H. Jones	Senior Vice President and Chief Investment Officer, Kaman Corporation	60%
John C. Kornegay	President, Kamatics Corporation, a subsidiary of Kaman Corporation	60%

The LTIP feature was added to the Plan effective with calendar year 2003 and, for participants, generally serves as a replacement for other types of stock incentive awards under the Plan. LTIP payments will be determined by the Personnel and Compensation Committee based upon the Corporation's level of achievement of goals established for growth in earnings per share, return on capital and total return to shareholders over the Performance Period measured against the Russell 2000 index, as more specifically described in Exhibit 10.1 to this report. The Personnel and Compensation Committee will certify in writing prior to any payment the extent to which performance measures for the Performance Period have been achieved and the resulting LTIP payment that has been earned for each participant. LTIP payments will generally be made in cash, however up to one-third of each payment may be made in stock at the discretion of the Personnel and Compensation Committee. The participant may also request the Personnel and Compensation Committee to approve a greater percentage of the payment to be made in stock.

The form of Award Agreement is attached as Exhibit 10.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 10.1Long-Term Performance Program 2006-2008 Performance Period Summary.

Exhibit 10.2Form of Long-Term Performance Award Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KAMAN CORPORATION
By:	/s/ Robert M. Garneau
	Robert M. Garneau
	Executive Vice President and
	Chief Financial Officer

Date: November 10, 2005

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KAMAN CORPORATION AND SUBSIDIARIES

Index to Exhibits

Exhibit 10.1 Long-Term Performance Program 2006-2008 Performance Period Summary.

Exhibit 10.2 Form of Long-Term Performance Award Agreement.

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EX-10.A

Exhibit 10.1

LONG-TERM PERFORMANCE PROGRAM

2006 - 2008 PERFORMANCE PERIOD

Performance Period

This performance period approved by the Personnel and Compensation Committee at the November 8, 2005 meeting measures Kaman performance for the period January 1, 2006 through December 31, 2008.

Participants and Target Awards

The participants approved by the Personnel and Compensation Committee at the November 8, 2005 meeting for participation for this performance period and their target awards are:

Participant	Target Award as % of Base Salary
Paul R. Kuhn	110%
Robert M. Garneau	80%
T. Jack Cahill	65%
Candace A. Clark	65%
Robert H. Saunders, Jr.	65%
Ronald M. Galla	60%
Russell H. Jones	60%
John C. Kornegay	60%

These participants are designated as Covered Employees under Section 2 (j) of the Kaman Corporation 2003 Stock Incentive Plan.

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Performance Measures

The specific performance measures and their weighting are:

Performance Measure	Weighting
Average return on total capital	40%
Growth in earnings per share	40%
Total return to shareholders	20%

Average return on capital will be the simple average of total return on capital achieved in each of the three (3) years of the performance period.

Growth in earnings per share will be calculated by taking the simple average of Kaman’s earnings per share for each of the three (3) years of the performance period and computing the compound growth rate of that average over the baseperiod EPS. The base period EPS is the simple average of Kaman’s EPS for the years 2004 and 2005.

Total return to shareholders will be calculated on a dividends reinvested basis and will measure the change in value of an investment in Kaman shares for the period January 1, 2006 through December 31, 2008.

Benchmark for Performance Comparison

Kaman performance will be measured on a relative basis against the performance of the Russell 2000 index companies for the period January 1, 2006 through December 31, 2008 using the same performance measures:

• Average return on total capital

• Growth in earnings per share

• Total return to shareholders

In measuring the performance of the Russell 2000 companies, average return on total capital and total return to shareholders will be measured in the same way as Kaman’s performance is measured.

In measuring growth in earnings per share for the Russell 2000 index companies, the calculation will be the same except that the base year will be the earnings per share for 2005.

Determination of Earned Award

In determining the actual award earned, each performance measure will be measured separately and the total of the three calculations will equal the total award earned

The actual award earned for each performance measure will be based on a comparison of Kaman’s performance as compared to that of the Russell 2000 index companies as follows:

Kaman Performance vs. Russell 2000 Companies	% of Target Award Earned
Below 25thpercentile	None
25th percentile	25%
50th percentile	100%
75thpercentile & above	200%

The percent of the target award earned for actual performance between the 25^th and the 50^thpercentile and between the 50^th and 75^thpercentile will be determined on a straight-line interpolation.

All payments are meant to qualify as Qualified Performance-Based Awards under Section 15 (c) of the Kaman Corporation 2003 Stock Incentive Plan.

An example of how an actual award would be determined is shown on the attached page.

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LONG-TERM PERFORMANCE PROGRAM
EXAMPLE OF PLAN CALCULATIONS
		PERFORMANCE MEASURES*
		EPS		Total Return
		Growth	ROTC	To S/H
Kaman Performance:
Year
2004		$ 0.10
2005		$ 0.20
2006		$ 0.30	16%
2007		$ 0.20	15%
2008		$ 0.40	17%
2004 - 2005 average		$ 0.15
2006 - 2008 average		$ 0.30	16%
Compound growth rate in EPS		26%
Total return to shareholders (assumed)				25%
Russell 2000 Index Company Performance (assumed):
	25th percentile	12%	5%	15%
	50th percentile	22%	12%	30%
	75th percentile	36%	22%	40%
*Performance measures are hypothetical and not intended as projections of future performance.
COMPUTATION OF ACTUAL AWARD EARNED
					Percent of
			% of Factor	Factor	Target Award
			Value Earned	Weighting	Earned
Growth in Earnings Per Share			129%	40%	52%
Average Return on Total Capital			140%	40%	56%
Total Return to Shareholders			75%	20%	15%
	Total % of Target Award Earned				123%

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EX-10.2

Exhibit 10.2

LONG-TERM PERFORMANCE AWARD AGREEMENT

(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 ________________________ ("Participant");

W I T N E S S E T H :

WHEREAS, it has been determined that the Participant is an Eligible Person under the Corporation’s 2003 Stock Incentive Plan (the “Plan”) and

[WHEREAS, the Participant has been designated as a Covered Employee under the Plan; and]

WHEREAS, the Committee wishes to grant to the Participant a Long-Term Performance Award, as hereinafter described (the “Long-Term Performance Award”); [and]

[WHEREAS, the Committee intends the Long-Term Performance Award to be a Qualified Performance-Based Award meeting the criteria of the Section 162(m) Exemption including Qualified Performance Criteria, as those terms are defined in the Plan;]

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

1.Long-Term Incentive Award.

(a)Subject to the terms and conditions of this Agreement, the Participant is awarded a Long-Term Performance Award which shall entitle the Participant to a payment based upon the performance criteria, Performance Period, payment computation formula and other factors set forth in Exhibit A to this Agreement which is incorporated herein by reference. The Long-Term Performance Award is subject to forfeiture as more particularly described in Section 2 of this Agreement.

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(b)In order for the Participant to be eligible to receive the payment which the Participant may otherwise earn pursuant to the Long-Term Performance Award, the Participant must execute and deliver a copy of this Agreement to the President of the Corporation at its offices in Bloomfield, Connecticut within sixty (60) days of the date on which the Participant has received this Agreement. The Participant must execute both the signature page of this Agreement and a copy of Exhibit A to this Agreement. In the event that this Agreement is executed by the Corporation and the Participant prior to the completion of Exhibit A, the Corporation shall complete Exhibit A within a reasonable time. The Participant shall not be entitled to any payment under this Agreement except in accordance with the performance criteria and other factors with respect to such payment as shall have been set forth on a copy of Exhibit A that shall have been executed by both the Corporation and the Participant and attached to this Agreement.

(c)Notwithstanding the acceptance of Exhibit A by the Corporation and the Executive, as evidenced by their execution and attachment hereto of a copy thereof, the performance factors applicable to the Long-Term Performance Award may be adjusted as the Committee deems necessary or appropriate in the manner permitted by and subject to the Plan.

2.Termination and Forfeiture.

(a)If a Participant terminates his or her employment or his or her consultancy during the Performance Period related to the Long-Term Performance Award because of death or Disability, the Committee may in its discretion provide for an earlier payment and settlement of the Long-Term Performance Award, which payment may be in such amount and under such terms and conditions as the Committee deems appropriate.

(b)If a Participant terminates his or her employment or his or her consultancy during a Performance Period because of Retirement, then such Participant shall continue to be entitled to a prorata portion of any payment with respect to the Long-Term Performance Award subject to such Performance Period in accordance with the payment terms set forth in subsection (e) of Section 9 of the Plan, determined by multiplying such payment, calculated as if the Participant's employment or consultancy had not been terminated, by a fraction the numerator of which is the number of days from the beginning of the Performance Period to the date of such termination and the denominator of which is the total number of days during the Performance Period.

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(c)If a Participant terminates employment or his or her consultancy during a Performance Period for any reason other than death, Disability or Retirement, then such a Participant shall not be entitled to any payment with respect to the Long-Term Performance Award subject to such Performance Period, unless the Committee shall otherwise determine in its discretion.

3.Payment. The earned portion of the Long-Term Performance Award shall be paid in cash within two hundred seventy (270) days following the close of the applicable Performance Period, provided that the Committee may elect to pay up to one-third (1/3) of such amount in whole shares of Stock or, at the discretion of the Committee, such earned portion may be paid in whole shares of Stock to the extent requested by the Participant. Any such shares of Stock shall be valued at their Fair Market Value at the close of business on the most recent trading day proceeding the date of such payment.

4.No Employment Rights. No provision of this Agreement shall:

(a)confer or be deemed to confer upon the Participant any right to continue in the employ of the Corporation or any Subsidiary or shall in any way affect the right of the Corporation or any Subsidiary to dismiss or otherwise terminate the Participant’s employment at any time for any reason with or without case, or

(b)be construed to impose upon the Corporation or any Subsidiary any liability for any forfeiture of the Long-Term Performance Award which may result under this Agreement if the Participant’s employment is so terminated, or

(c)affect the Corporation’s right to terminate or modify any contractual relationship with the Participant if the Participant is not an employee of the Corporation or a Subsidiary;

5.No Liability for Business Acts or Omissions. The Participant recognizes and agrees that the Board or the officers, agents or employees of the Corporation in their conduct of the business and affairs of the Corporation, may cause the Corporation to act, or to omit to act, in a manner that may, directly or indirectly, affect the amount of or the ability of the Participant to earn the Long-Term Performance Award under this Agreement. No provision of this Agreement shall be interpreted or construed to impose any liability upon the Corporation, the Board or any officer, agent or employee of the Corporation for any effect on the Participant’s entitlement under the Long-Term Performance Award that may result, directly or indirectly, from any such action or omission.

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6.Change in Control.

(a) Upon the occurrence of a Change in Control followed by the termination of the Participant’s employment during the succeeding thirty-six (36) months other than (A) by the Corporation for Cause, (B) by reason of death or Disability, or (C) by the Participant without Good Reason, then, and only then, the Long-Term Performance Award shall be deemed fully vested and fully earned and shall be canceled in exchange for a cash payment equal to 100% of the target value of such Award.

(b) In the event that, following a Change in Control, and provided the provisions of Section 15(i)(i) of the Plan are inapplicable, the Committee shall determine in its sole discretion that the event(s) or transaction(s) constituting the Change in Control have caused the Committee to be unable to determine whether or not the performance factors and/or other criteria applicable to one or more Long-Term Performance Awards granted and outstanding under Section 9 of the Plan have (or have not), in fact been met or satisfied, then, with respect to each such Long-Term Performance Award, the Committee shall: (A) cancel the Award and make a payment to the Participant in an amount equal to 100% of the initial target value of such Award as previously determined by the Committee under Section 9(b) of the Plan; or (B) cancel the Award, modify the provisions of Section 9 of the Plan as may be necessary to grant Long Term Performance Awards which are substantially equivalent to those permitted prior to such Change in Control, and grant to the Participant a new Long-Term Performance Award under such terms and conditions as the Committee shall establish under Section 9 of the Plan, which will provide a payment opportunity to the Participant substantially equivalent to such cancelled Award.

7. Committee’s Discretion. If the Committee has designated the Long-Term Performance Award as a Qualified Performance-Based Award, as defined in the Plan, then the Committee shall not exercise any discretion that it might otherwise have the ability to exercise under Section 9(c), or any other section, of the Plan in a way that would increase the amount of the Long-Term Performance Award in a manner that is inconsistent with the exemption for performance-based compensation set forth in Section 162(m) of the Code.

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8. Changes in Capitalization.

(a)This Agreement and the issuance of any shares of Stock in payment or partial payment of the Long-Term Performance Award shall not affect in any way the right or power of the Corporation or its shareholders 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 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.

(b)In the event of recapitalization, stock split, stock dividend, divisive reorganization or other change in capitalization affecting the Corporation’s shares of Stock, an appropriate adjustment will be made in respect of any shares of Stock delivered to the Participant in payment of any or all of Participant’s entitlement under the Long-Term Performance Award.

9. Capitalized Terms. All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan.

10.Interpretation. This Agreement shall at all times be interpreted, administered and applied in a manner consistent with the provisions of the Plan. In the event of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and the Plan is incorporated herein by reference.

11. Amendment; Modification; Waiver. No provision of this Agreement may be amended, modified or waived unless such amendment, modification or waiver shall be authorized by the Committee and shall be agreed to in writing by the Participant.

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12. Complete Agreement. This Agreement contains the entire Agreement of the parties relating to the subject matter of this Agreement and supersedes any prior agreements or understandings with respect thereto.

13. Agreement Binding. This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and the Participant, his heirs, devisees and legal representatives.

14. Legal Representative. In the event of the Participant’s death or a judicial determination of his incompetence, reference in this Agreement to the Participant shall be deemed to refer to his legal representative, heirs or devisees, as the case may be.

15. Business Day. If any event provided for in this Agreement is scheduled to take place on a day on which the Corporation’s corporate offices are not open for business, such event shall take place on the next succeeding day on which the Corporation’s corporate offices are open for business.

16. Titles. The titles to sections or paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the title of any section or paragraph.

17. Notices.

(a) Any notice to the Corporation pursuant to any provision of this Agreement will be deemed to have been delivered when delivered in person to the ____________ of the Corporation or when deposited in the United States mail, addressed to the _________________ of the Corporation, at the Corporation’s corporate offices, or such other address as the Corporation may from time to time designate in writing.

(b) Any notice to the Participant pursuant to any provision of this Agreement will be deemed to have been delivered when delivered to the Participant in person or when deposited in the United States mail, addressed to the Participant at this address on the shareholder records of the Corporation or such other address as the Participant may from time to time designate in writing.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

Participant		KAMAN CORPORATION
	By:
		Its

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Exhibit A

Dated: _______________

Participant		KAMAN CORPORATION
	By:
		Its

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