Garden Leave and General Release Agreement, effective as of October 31, 2019, by and between Kaman Corporation and Paul M. Villani

Employee’s last day of full-time, active employment with the Company shall be on October 31, 2019 (“Transition Date”). However, Employee shall remain employed with the Company through January 2, 2020, under the conditions set forth herein, or such earlier date as the parties shall mutually agree upon as detailed in subparagraph 1(e) (“Separation Date”).

Commencing on the Transition Date, and continuing through the Separation Date, Employee shall remain employed by Company on a “garden leave” (the “Garden Leave”), during which Employee is not required to report to work or to perform day-to-day duties for the Company.

Employee will report directly to the Chief Human Resources Officer of Kaman Corporation throughout the Garden Leave period.

During the Garden Leave, Employee may search for alternative employment and hold himself out to prospective employers as a current employee of the Company, provided that he is not authorized to act on behalf of, bind or otherwise take any action on behalf of the Company. Employee shall make himself reasonably available to assist the Company with transitioning his duties, cooperating with respect to any claims, lawsuits or government investigations or inquiries, assisting with special projects, and responding to inquiries from the Company or its agents.

Prior to January 2, 2020, at Employee’s election and subject to the prior approval of the Company, Employee may commence employment with another employer, provided such employment does not otherwise violate this Agreement including Paragraph 8 on Non-Disclosure of Confidential Information and Paragraph 9 on Non-Solicitation. Such commencement of work for another employer shall terminate the Garden Leave and shall be the Separation Date of this Agreement.

Effective on the Transition Date Employee shall and hereby does relinquish and resign from, any and all offices, directorships, trusteeships, committee memberships or fiduciary capacities and positions held with or on behalf of the Company, its parent corporation, affiliates, subsidiaries, divisions and the like. Employee agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, and does hereby irrevocably appoint the General Counsel of Kaman Corporation to be

In addition to the Garden Leave described in Paragraph 1, in consideration for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, (4) timely signing the Reaffirmation Agreement attached as Exhibit A within forty five (45) days following the Separation Date, (5) not revoking such Reaffirmation Agreement, and (6) complying with terms of such Reaffirmation Agreement (the foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and 2(a)(6) are referred to throughout this Agreement collectively as, the “Employee Covenants”), Company will provide the following compensation and benefits to the Employee:

The Company shall pay Employee the amount of $324,408 (inclusive of auto allowance), less applicable withholdings (“Separation Pay”). The Separation Pay shall be paid in the following manner: standard monthly payments of $27,034 (inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practices during the Garden Leave, commencing the next payroll date after the Transition Date and continuing through the Separation Date. The balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on or about January 31, 2020 and ending on or about October 31, 2020.

During the Garden Leave until the Separation Date, and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans.

Commencing upon the Separation Date and continuing through October 31, 2020, the Company will pay the premiums for medical coverage elected by Employee under COBRA, subject to and provided that the Employee elects such COBRA coverage within sixty (60) days following the Separation Date.

Employee shall be eligible for an annual cash incentive award for the 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives.

Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year.

Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021.

As further consideration for and subject to Employee’s full compliance with the Employee Covenants, the Company shall request the Kaman Board of Directors to vest upon the Separation Date all of the Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the Company’s Board of Directors at its meeting scheduled for November 2019 with respect to all unvested equity awards existing at that time.

Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020.

Employee shall be solely responsible for, and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local or regional taxing authority as a result of any consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, state and municipal taxes from payments made to Employee under this Agreement, as required by applicable law.

In the event that Employee dies prior to the Separation Date, the consideration provided for in this Paragraph 2 and its subparagraphs shall become due and payable to Employee’s estate.

No Consideration Absent Execution of this Agreement.

General Release of Claims. In exchange for the consideration provided in this Agreement and except as provided herein, the Employee and the Employee’s heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and each of their current and former employees, attorneys, officers, directors, shareholders and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement, including, without limitation, any claims under any federal, state, local, or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee’s hire, benefits, employment, termination, or separation from employment with the Company and any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter, including, but not limited to:

any and all claims under Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended (with respect to unvested benefits), the Immigration Reform and Control Act of 1986, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Occupational Safety and Health Act, as amended, to the extent permitted by law, the Fair Credit Reporting Act, as amended, the Sarbanes-Oxley Act, to the extent permitted by law, the Dodd-Frank Wall-Street Reform and Consumer Protection Act, to the extent permitted by law, the Family and Medical Leave Act of 1993, as amended, the Equal Pay Act of 1963, as amended, and the Genetic Information Nondiscrimination Act of 2008 (“GINA”), as amended;

any state, local, municipal, foreign or other law, rule, regulation, code, ordinance or other source of legal rights that may be legally waived and released, including but not limited to the Connecticut Human Rights and Opportunities Act, which includes the Connecticut Fair Employment Practices Act, the Connecticut Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Law, the Connecticut Whistleblower Law, the Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Electronic Monitoring of Employees Law, the Connecticut Wage Laws, the Connecticut OSHA, the Connecticut Reproductive Hazards Law, the Connecticut AIDS Testing

any and all claims under any public policy, contract (oral or written, express or implied), tort or common law;

any and all claims under any statute, common law, agreement or other basis for seeking or recovering any costs, fees or other expenses, including but not limited to attorneys’ fees and/or costs;

any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;

any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and

any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs, and disbursements.

Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to Employee in this Agreement, the Releasors hereby irrevocably and unconditionally fully and forever waive, release, and discharge the Releasees from any and all Claims, whether known or unknown, from the beginning of time to the date of Employee’s execution of this Agreement arising under the Age Discrimination in Employment Act (“ADEA”), as amended, and its implementing regulations. By signing this Agreement, Employee hereby acknowledges and confirms that:

Employee has read this Agreement in its entirety and understands all of its terms;

by this Agreement, Employee has been advised in writing of the right to consult with an attorney of Employee’s choosing before executing this Agreement;

Employee knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it;

Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which Employee is otherwise entitled;

Employee was given at least forty-five (45) days to consider the terms of this Agreement and consult with an attorney of Employee’s choice, although Employee may sign it sooner if desired and changes to this Agreement, whether material or immaterial, do not restart the running of the 45-day period;

Employee understands that he has seven (7) days from signing this Agreement to revoke the release in this paragraph by delivering notice of revocation to Gregory T. Troy, Senior Vice President & Chief Human Resources Officer, Kaman Corporation, 1332 Blue Hills Drive, Bloomfield, CT 06002 by email to ***@*** or by overnight delivery before the end of such seven-day period;

Employee understands that the release contained in this paragraph does not apply to rights and claims that may arise after Employee signs this Agreement; and

Claims Not Released. Nothing in this Agreement, including the general release and waiver of claims, excludes, and Employee does not waive, release, or discharge: (1) any right to file an administrative charge or complaint with the Equal Employment Opportunity Commission or other similar federal or state administrative agencies, although Employee waives any right to monetary relief related to such a charge or administrative complaint to the extent permitted by applicable law; (2) claims which cannot be waived by law, such as but not limited to claims for unemployment benefit rights and workers’ compensation; (3) indemnification rights Employee has against the Company; and (4) any rights to vested benefits, such as pension, retirement, equity, or welfare benefits, the rights to which are governed by the terms of the applicable plan documents and award agreements.

Permitted Disclosures. Nothing in this Agreement prohibits or prevents Employee from filing a charge with, or participating, testifying, or assisting in, any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency, nor does anything in this Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies.

Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement:

Collective/Class Action Waiver. If any claim is not subject to release and to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Agreement is a party.

Unemployment Benefits. If the Employee applies for unemployment benefits after the Separation Date, the Company shall not actively contest it. However, the Company will respond truthfully, completely, and timely to any inquiries by the applicable unemployment commission concerning the termination of Employee’s employment.

Employee understands and acknowledges that during the course of Employee’s employment by the Company, Employee has had access to and learned about confidential, secret and proprietary documents, materials and other information, in tangible and intangible form, of and relating to Company, Company’s businesses and Company’s existing and prospective customers, suppliers, investors and other associated third parties (“Confidential Information”). Employee further understands and acknowledges that this Confidential Information and Company’s ability to reserve it for Company’s exclusive knowledge and use is of great competitive importance and commercial value to Company, and that any improper use or disclosure of the Confidential Information by Employee might cause Company to incur financial costs,

For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, transactions, potential transactions, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, specifications, customer information, customer lists, distributor lists, and buyer lists of Company, of Company’s businesses or of any existing or prospective customer, supplier, investor or other associated third party of Company, or of any other person or entity that has entrusted information to Company in confidence.

Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

Employee understands and agrees that Confidential Information developed by Employee in the course of Employee’s employment with Company shall be subject to the terms and conditions of this Agreement as if Company furnished the same Confidential Information to Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to Employee, provided that such disclosure is through no direct or indirect fault of Employee or any person(s) acting on Employee’s behalf.

Agreement and Covenants for Non-Disclosure of Confidential Information.

Employee agrees and covenants: (1) to treat all Confidential Information as strictly confidential; (2) not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever, including other employees of Company who do not have a need to know and authority to know and use the Confidential Information in connection with the business of Company and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of any of Employee’s remaining authorized employment duties to Company and only with the prior consent of an authorized officer

Employee understands and acknowledges that Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately and shall continue during and after Employee’s employment by Company until such time as such Confidential Information has become public knowledge other than as a result of Employee’s breach of this Agreement or breach by those acting in concert with Employee or on Employee’s behalf.

Except as otherwise provided for in this Agreement, Employee agrees that he will return all of the Company’s property, documents, and/or any Confidential Information in his possession or control, including his Company-issued computer software, manuals, hotspot device(s), tokens, keys, badge(s) and credit card(s), no later than the Separation Date.

Employee is permitted to retain his Company-issued cellular phone or mobile device (individually and collectively, “Devices”) after the Separation Date, provided Employee: (i) promptly obtains his own personal cellular and data service coverage for the Devices; (ii) is solely responsible for any and all transfer, termination,

Nothing in this Paragraph will prevent Employee from retaining any documents in Employee’s possession or control concerning Employee’s employee benefits and/or Employee’s compensation.

Immediately upon Employee’s execution of this Agreement or at any other time requested by Company, Employee also agrees to delete any Confidential Information from any computer hard drive or computer system within Employee’s possession or control that is not located on Company’s premises.

Employee affirms that he is in possession of all of his property that he had at the Company’s premises and that the Company is not in possession of any of his property.

Employee agrees not to at any time in any way maliciously disparage or defame the Releasees in any forum, including to the media. In the event Employee violates this provision, the Company has the right to institute an action for any damages plus the reimbursement of attorneys’ fees and costs incurred in connection with the enforcement of this provision. It is understood that the rest of this Agreement would, nevertheless, remain in full force and effect.

The Company agrees: (i) that Company, its parent, subsidiaries and affiliates will not at any time or in any way issue any statements or press releases disparaging or defaming Employee; (ii) to instruct management-level employees and senior executive employees of the Company, its parent, subsidiaries and affiliates not to disparage or defame Employee; and (iii) that management-level employees and senior executive employees of the Company, its parent, subsidiaries and affiliates will not disparage or defame Employee. In the event of a violation of this provision, Employee has the right to institute an action for any damages plus the reimbursement of attorneys’ fees and costs incurred in connection with the enforcement of this provision. It is understood that the rest of this Agreement would, nevertheless, remain in full force and effect.

any and all claims under Title VII of the Civil Rights Act of 1964, as amended, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended (with respect to unvested benefits), the Immigration Reform and Control Act of 1986, the Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Occupational Safety and Health Act, as amended, to the extent permitted by law, the Fair Credit Reporting Act, as amended, the Sarbanes-Oxley Act, to the extent permitted by law, the Dodd-Frank Wall-Street Reform and Consumer Protection Act, to the extent permitted by law, the Family and Medical Leave Act of 1993, as amended, the Equal Pay Act of 1963, as amended, and the Genetic Information Nondiscrimination Act of 2008 (“GINA”), as amended;

any state, local, municipal, foreign or other law, rule, regulation, code, ordinance or other source of legal rights that may be legally waived and released, including but not limited to the Connecticut Human Rights and Opportunities Act, which includes the Connecticut Fair Employment Practices Act, the Connecticut Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim, the Connecticut Equal Pay Law, the Connecticut Family and Medical Leave Law, the Connecticut Whistleblower Law, the Connecticut Age Discrimination and Employee Benefits Law, the Connecticut Electronic Monitoring of Employees Law, the Connecticut Wage Laws, the Connecticut OSHA, the Connecticut Reproductive Hazards Law, the Connecticut AIDS Testing and Confidentiality Law, the Connecticut Statutory Provision Regarding Protection of Social Security Numbers and Personal Information, the Connecticut Statutory Provision Regarding Concerning Consumer Privacy and Identity Theft, the Connecticut Paid Sick Leave law, the Connecticut Wage laws, the Connecticut Drug Testing law, the Connecticut Whistleblower law, the Connecticut Free Speech law, the Connecticut Electronic Monitoring of Employees law, and the Connecticut law preventing the use of credit scores by certain employers in hiring decisions;

any and all claims under any public policy, contract (oral or written, express or implied), tort or common law;

any and all claims under any statute, common law, agreement or other basis for seeking or recovering any costs, fees or other expenses, including but not limited to attorneys’ fees and/or costs;

any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;

any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge,

any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs, and disbursements.

Employee has read this Reaffirmation in its entirety and understands all of its terms;

by this Reaffirmation, Employee has been advised in writing of the right to consult with an attorney of Employee’s choosing before executing this Reaffirmation;

the Employee knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Reaffirmation including, without limitation, the waiver, release, and covenants contained in it;

the Employee is executing this Reaffirmation, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Employee is otherwise entitled;

the Employee was given at least forty five (45) days to consider the terms of this Reaffirmation and consult with an attorney of the Employee’s choice, although the Employee may sign it sooner if desired and changes to this Reaffirmation, whether material or immaterial, do not restart the running of the 45-day period;

the Employee understands that he has seven (7) days from signing this Reaffirmation to revoke the release in this paragraph by delivering notice of revocation to Gregory T. Troy, Senior Vice President & Chief Human Resources Officer, Kaman Corporation, 1332 Blue Hills Drive, Bloomfield, CT 06002 by email to ***@*** or by overnight delivery before the end of such seven-day period;

the Employee understands that the release contained in this paragraph does not apply to rights and claims that may arise after the Employee signs this Reaffirmation; and

this Reaffirmation shall not become effective until the eighth (8^th) day after the Employee and the Company sign, without revoking, this Reaffirmation (referred to throughout the remainder of this Reaffirmation as the “Effective Date”). No payment due to the Employee under this Reaffirmation shall be made or begin before the Effective Date.

Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

If Employee files a lawsuit for retaliation by Company for reporting a suspected violation of law, Employee may disclose Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if the Employee: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

Employee is not waiving any rights he may have to Employee’s own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Reaffirmation; and (d) enforce this Reaffirmation.

Nothing in this Reaffirmation prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies.

If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Reaffirmation is a party.

Employee also affirms that, except as expressly provided herein, Employee has been paid and/or has received all compensation, wages, bonuses, severance, commissions, incentive compensation and/or benefits that are due and payable to Employee under the terms of any agreement, policy, practice, program or plan.

Employee affirms that Employee has been granted all leaves to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. Employee further affirms that Employee has no known workplace injuries or occupational diseases.

Employee also affirms that Employee has not divulged any proprietary or confidential information of the Company and will continue to maintain the confidentiality of such information consistent with the Company’s policies, any agreement signed by Employee, including, if applicable, any proprietary information and inventions agreement, which is expressly incorporated herein by reference, and/or common law.

Employee further affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by the Company or its officers, including any allegations of corporate fraud.

Employee affirms that all of the Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s Separation Date were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.

In the event that any paragraph or provision of this Reaffirmation shall be held to be illegal or unenforceable, such paragraph or provision shall be severed from this Reaffirmation and the entire Reaffirmation shall not fail on account thereof, but shall otherwise remain in full force and effect.