Common use of Position; Duties Clause in Contracts

Position; Duties. (a) The Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President of the Company, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Company. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President Chief Executive Officer and Chairman of the Company under and PLIC. In this Agreement during the Employment Term. As President of the Company, capacity the Executive shall have such duties, authorities and responsibilities commensurate with the dutiesposition of Chief Executive Officer and any other position she may then hold; in addition, authorities and responsibilities of persons in similar capacities in similarly sized companies and the Executive shall have such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President position. The Executive shall report directly to the Board. During the Employment Term, the Company shall use its best efforts to cause the Executive to be re-nominated by the Company to be a member of the CompanyBoard as necessary so that her membership on the Board may continue uninterrupted during the Employment Term. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s her business time to the performance of her duties with the Company and its affiliates and use good faith efforts to discharge her duties. However, so long as the following activities do not (excluding periods of vacation and other approved leaves of absenceindividually or in the aggregate) to materially interfere with the performance of the Executive’s duties with the Company and are conducted in compliance with the Company’s Code of Conduct (as in effect from time to time), provided the foregoing shall not prevent the Executive from may (i) participating participate in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving or serve on the board boards of directors or advisory boards of other companies; provided, however, that the Executive shall not serve as a director on more than three (3) boards of directors or advisory boards of other for-profit companies without the prior written approval of the Board, and (ii) managing the Executive’s manage her and the Executive’s her family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Boardinvestments. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the Chairman, President of the Company under this Agreement during the Employment Term. As President and Chief Executive Officer of the Company, . In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”) shall designate that are consistent with the Executive’s position as Chairman, President and Chief Executive Officer of the Company. The Executive shall report exclusively to the Board. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s his and the Executive’s his family’s personal investments investments, so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. Service on the boards of directors or advisory boards disclosed by the Executive to the Company on which he is serving as of the Effective Date are hereby approved. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of each then-current term. (d) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President Chief Financial Officer of the Company, the . In this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President Chief Financial Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s his and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder.. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Financial Officer of the Company

Position; Duties. (a) The During the Employment Term (as defined in Section 2), the Executive shall serve as the President of the Company under this Agreement during the Employment Term. As Chief Executive Officer and President of the Company. In his positions as Chief Executive Officer and President, the Executive shall report exclusively to the Board of Directors of the Company (the “Board”). (b) In each of his respective capacities the Executive shall have the duties, authorities and responsibilities for such positions set forth in the Company’s Code of Regulations. In addition, the Executive shall have such the duties, authorities and responsibilities (to the extent not inconsistent with the Company’s Code of Regulations) commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companypositions under this Agreement. (bc) During the Employment TermTerm (as defined in Section 2), the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board boards of directors or advisory boards of other companies; , and (ii) managing the Executive’s his and the Executive’s his family’s personal investments investments, so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly shall, as soon as reasonably practicable considering any fiduciary duty to the other entity, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The . Service on the boards of directors or advisory boards disclosed by the Executive further agrees to serve without additional compensation the Company on which he was serving as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunderEffective Date previously have been approved.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Executive Vice President of the Company under this Agreement and Chief Medical Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s her best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and and/or director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term, the Executive shall serve as the President Company’s Chief Scientific Officer. As Chief Scientific Officer, the Executive shall continue acting, faithfully and efficiently, as scientific leader of the Company under this Agreement during the Employment Term. As President in all aspects of the Companyits research, the Executive development and representation activities and shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Company. (b) Chief Scientific Officer. During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all not a less amount of the Executive’s business time devoted prior to the date of the Agreement (excluding periods of vacation paid time off and other approved leaves of absence) to the performance of the Executive’s duties with the Company. Notwithstanding the foregoing, provided the foregoing nothing shall not prevent the Executive from (i) participating in a reasonable amount of charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companiescompanies or [serving as Chief Scientific Officer of OncoTartis, Inc., Everon, Inc., Incuron, LLC, serving as Senior Vice President of Basic Science and Chair, Cell Stress Biology of Roswell Park Cancer Institute, serving as editor-in-chief of OncoTarget; and provided that any such activities or services do not (i) create a conflict with the Executive’s employment hereunder; (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of his duties; or (iii) violate the terms of Section 9 of this Agreement. (b) The Executive is currently employed as the Senior VP Basic Science and Chair, Department of Cell Stress Biology at Roswell Park Cancer Institute (the “Institute”). The Executive hereby represents and warrants that the Institute is aware of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to engagement by the Company or create any appearance thereof, and the Executive shall promptly resign from Institute consents and approves of such other board of directors or advisory board after written notice of the conflict is received from the Sub Boardengagement. (c) The Executive further hereby covenants and agrees to serve without additional compensation as an officer maintain such consent and director of any of approval while employed by the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President a Chief Financial Officer of the Company, . In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other reasonable duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub "Board”") shall designate that are consistent with designate. The Executive shall report directly to the Executive’s position as President Board. The Executive shall obey the lawful directions of the CompanyBoard and shall use his diligent efforts to promote the interests of the Company and to maintain and promote the reputation thereof. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully his duties under this Agreement and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and shall devote substantially all of the Executive’s his business time (excluding periods of vacation time, energy and other approved leaves of absence) to skill in the performance of the Executive’s his duties with the Company, provided . The Executive shall not during the Employment Term (except as a representative of the Company or with consent in writing of the Board) be directly or indirectly engaged or concerned in any other business activity. Notwithstanding the foregoing shall not prevent provisions, the Executive is not prohibited from (i1) participating in charitable, civic, educational, professional, professional or community affairs or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards committees of other companies; non-profit entities, and (ii2) subject to Section 9(b) hereof, managing the Executive’s his and the Executive’s his family’s 's personal investments so long as investments, in each case, provided that such activities in the aggregate do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Boardhereunder. (c) The Executive further Effective as of the Effective Date, the Company agrees to serve without additional compensation defend, protect, indemnify and hold the Executive harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation (collectively, "Losses") that the Executive may suffer or incur as an officer and director a result of or relating to (1) any action that the Executive takes at the direction of the Company’s subsidiaries and agrees that 's board of directors, on behalf of the Company as the Chief Financial Officer of the Company during the Employment Term, or (2) any amounts received from any such corporation may be offset cause of action, suit or claim brought or made against the amounts due hereunderExecutive by a third party, including a governmental authority and arising solely by virtue of the Executive's position as the Chief Financial Officer of the Company during the Employment Term.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President General Counsel and Secretary of the Company. In this capacity Executive shall have principal responsibility and authority for the provision and management of legal services for the Company and its subsidiaries or affiliated entities, and shall perform the duties of Secretary of the Company under this Agreement during and its subsidiaries or affiliated entities as prescribed in the Employment Term. As President By-Laws of the Company, the or of its subsidiaries or affiliated entities. Executive shall have such additional duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President General Counsel and Secretary of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s his and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. Executive may also continue to perform legal services outside of normal business hours a business owned by a member of Executive’s family or Executive provided such activity does not adversely affect or interfere in any way with the proper performance by Executive of his full time duties to the Company. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder.. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the General Counsel and Secretary of the Company

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President Chief Technology Officer of the Company, the . In this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President Chief Technology Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s his and the Executive’s his family’s ’s’ personal investments so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s ’s’ fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder.. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the Chief Technology Officer of the Company

Position; Duties. (a) The Executive shall serve as the Company’s Senior Vice President of the Company and Chief Information Officer under this Agreement during the Employment Term. As Senior Vice President of the Companyand Chief Information Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position positions as Senior Vice President of the Companyand Chief Information Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Executive Vice President of the Company under this Agreement and Chief Commercial Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at at 1. any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The Executive shall serve as the President of the Company Company’s Senior Vice President, Chief Legal Officer and Secretary under this Agreement during the Employment Term. As President of the CompanySenior Vice President, Chief Legal Officer and Secretary, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position positions as President of the CompanySenior Vice President, Chief Legal Officer and Secretary. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Executive shall serve as the Company’s Senior Vice President-Finance under this Agreement, beginning on the Effective Date. Executive shall be appointed Senior Vice President and Chief Financial Officer upon retirement of the Company under this Agreement Company's current Chief Financial Officer and Executive shall thereafter serve as Senior Vice President and Chief Financial Officer during the Employment Term. As Senior Vice President-Finance or Senior Vice President of and Chief Financial Officer, as the Companycase may be, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position positions as Senior Vice President-Finance or Senior Vice President of and Chief Financial Officer, as the Companycase may be. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. The Company employs Executive as MEDICAL DIRECTOR AND CHIEF REGULATORY OFFICER (athe "POSITION") The commencing as of the Start Date for the TERM OF EMPLOYMENT. Executive shall serve have the powers and shall perform the services and duties that are customarily associated with the Position (the "COMPANY MATTERS"). Executive shall comply with the Company's policies and rules, as they may be in effect from time to time during the President Term of Employment with the Company. Executive agrees to devote substantially all of Executive's time, energy and ability to the business of the Company. Executive may devote such time that the Executive deems appropriate for managing Executive's own investment portfolio and may with the consent of the Company under be a member of the Board of Directors of non-profit, civic or charitable organizations so long as it does not materially interfere or conflict with the Position. Executive shall not engage in any conduct that is actually in direct conflict with the essential enterprise-related interests of the Company or its affiliates for which Executive performs services, and Executive acknowledges and agrees that a breach of this Agreement during provision will cause a material and substantial disruption of the Employment TermCompany's or its affiliates' business. As President Executive shall perform the duties assigned to Executive to the best of Executive's ability and in the best interests of Company. Executive, in Executive's capacity as an employee and officer of the Company, will report to, and be responsible to and obey the Executive shall have such dutiesreasonable and lawful directives of, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”"BOARD"). Notwithstanding the foregoing, Executive's Position will not be changed, and Executive's duties will not be materially reduced, without the consent of Executive except (i) shall designate that are consistent with the Executive’s pursuant to a termination as set forth in SECTION 5 or (ii) to another senior executive officer level position as President of the Company. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of senior executive officer level responsibilities, as determined by the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Period (as defined in Section 3 below), Executive shall serve as President and Chief Executive Officer of WellPoint, reporting directly to the President board of directors of WellPoint (the Company under this Agreement during the Employment Term. As President “Board”); shall have all authorities customarily exercised by an individual serving in those capacities at entities of the Company’s size and nature; shall provide executive, administrative and managerial services to the Company; and shall perform such other reasonable employment duties consistent with such position as the Board may from time to time prescribe. During the Employment Period, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities also serve as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President a member of the CompanyBoard, and as a member of the board of directors of any of WellPoint’s subsidiaries to which she is elected. Upon the termination of the Employment Period, Executive shall, at the Board’s request, resign from the Board and from any boards of directors of any of WellPoint’s subsidiaries on which she is then serving. (b) During Executive shall, during the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully Period and efficiently the duties and responsibilities assigned except to the Executive hereunder extent otherwise approved by the Board or authorized below, (including applicable obligations under state lawi) and devote substantially all of the Executive’s her full business time (excluding periods of vacation and other approved leaves of absence) to the performance services required of the Executive’s duties with Executive under this Agreement, (ii) render her business services exclusively to the Company, provided and (iii) use her best efforts, judgment, and energy to improve and advance the foregoing shall not prevent business and interests of the Company in a manner consistent with the duties of Executive’s positions. Notwithstanding the foregoing, Executive from (ix) participating may engage in civic, charitable, civictrade association, educationaland other not-for-profit activities (including membership on not-for-profit boards), professionaland may manage her personal investments and affairs, community or industry affairs or, with prior written approval and (y) may serve on a maximum of the Sub Board, serving on the board two (2) boards of directors or advisory boards of other companiesfor-profit businesses outside the Company; and (ii) managing the Executive’s and the Executive’s family’s personal investments in each case so long as such activities do not doing so does not, individually or in the aggregate, materially interfere with the performance of her duties for the Executive’s duties hereunder or Company and provided such organizations are not competitors of the Company and such services do not create a potential business conflict of interest. Executive has disclosed in writing her other board memberships to the Board or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment compensation committee of the Sub Board, conflict with Board (the Executive’s fiduciary duty “Compensation Committee”) prior to the Company execution of this Agreement and shall disclose such information to the Board (or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice Compensation Committee) at least annually thereafter as part of the conflict is received from the Sub Boarddirector and officer questionnaire process. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Executive shall serve as the President of the Company under this Agreement and Chief Executive Officer during the Employment Term. As President of the Companyand Chief Executive Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyand Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President Vice President, General Counsel and Secretary of the Company. In this capacity Executive shall have principal responsibility and authority for the provision and management of legal services for the Company and its subsidiaries or affiliated entities, and shall perform the duties of Secretary of the Company under this Agreement during and its subsidiaries or affiliated entities as prescribed in the Employment Term. As President By-Laws of the Company, the Executive shall or of its subsidiaries or affiliated entities, and will have such other duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President Vice President, General Counsel and Secretary of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change Executive’s role as the Vice President, General Counsel and Secretary of the Company.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President Company’s Chairman of the Company under Board of Directors. In this Agreement during the Employment Term. As President of the Companycapacity, the Executive shall have such duties, authorities be responsible to identify and responsibilities commensurate develop key strategic initiatives with the duties, authorities Company’s Chief Executive Officer and responsibilities of persons in similar capacities in similarly sized companies and to fulfill such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”) shall reasonably designate that are consistent with the Executive’s position as President of Chairman. The Executive shall report exclusively to the CompanyBoard. The Executive shall have authority as is appropriate to carry out his duties and responsibilities as set forth in this Agreement. (b) During the Employment TermTerm (as defined below), the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and shall devote substantially all such portion of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) as is reasonably necessary to the such performance of the Executive’s duties with the Company. Subject to Board approval, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving may serve on the board of directors or advisory boards of other companies; and (ii) for profit companies provided that such service does not create a potential business conflict or the appearance thereof. Nothing in this Agreement shall prevent the Executive from managing the Executive’s and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the Executive’s then-current term. (d) The Company shall not relocate the Executive’s principal place of business outside of the Los Angeles metropolitan area without the Executive’s written consent. (e) The Executive further agrees to serve without additional compensation as an officer shall be provided with appropriate office and director of any secretarial facilities in each of the Company’s subsidiaries principal executive offices and agrees any other location that any amounts received from any such corporation may be offset against the amounts due hereunderExecutive reasonably deems necessary to have an office and support services in order for the Executive to perform his duties to the Company.

Position; Duties. (a) The Executive shall serve as the Company’s Executive Vice President of the Company and Chief Financial Officer under this Agreement during the Employment Term. As Executive Vice President of the Companyand Chief Financial Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies companies, such additional duties as set forth in Appendix B and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position positions as Executive Vice President of the Companyand Chief Financial Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Executive shall serve as the Executive Vice President -- Corporate & Business Development of the Company under this Agreement during the Employment TermCompany. As Executive Vice President -- Corporate & Business Development of the Company, the Executive shall have such dutiesthe general responsibilities as principal business development officer of the Company as well as other duties provided in the Company’s by-laws, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and shall have such other duties and responsibilities as the CEO of Kaman or Board and/or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company; provided, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; companies and (ii) managing the Executive’s and the Executive’s family’s personal investments investments, in all events so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the Executive shall promptly other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Executive shall serve as the Senior Vice President and Chief Financial Officer of the Company under this Agreement during the Employment TermCompany. As Senior Vice President and Chief Financial Officer of the Company, the Executive shall have such dutiesthe general responsibilities as principal financial officer of the Company as well as other duties provided in the Company’s by-laws, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and shall have such other duties and responsibilities as the CEO of Kaman or Board and/or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company; provided, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; companies and (ii) managing the Executive’s and the Executive’s family’s personal investments investments, in all events so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the Executive shall promptly other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Executive shall serve as the President and Chief Executive Officer of the Company under this Agreement during the Employment TermCompany. As President and Chief Executive Officer of the Company, the Executive shall have such dutiesactive and general supervision and management over the business and affairs of the Company and shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board of Directors of the Company (the “Board”) is required by law, authorities the by-laws of the Company, or resolutions of the Board, and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and shall have such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of position. Executive shall report exclusively to the CompanyBoard. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company; provided, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; companies and (ii) managing the Executive’s and the Executive’s family’s personal investments investments, in all events so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the Executive shall promptly other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board as soon as there is a legal vacancy on the Board, but not to be effective prior to the Effective Date (defined below). Thereafter, during the Term, the Board shall nominate Executive for re-election as a member of the Board at the expiration of Executive’s then-current term. (d) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President Chief Medical Officer of the Company, the . In this capacity Executive shall have primary authority and responsibility to assure the quality of the medical services provided by Virtual Radiologic Professionals, LLC (“VRP”) to the Company’s clients and to other entities whose business and affairs, other than the practice of medicine, are managed by the Company, and will have such other duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President Chief Medical Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company; provided the foregoing shall exclude the Executive’s service as President of VRP and as an officer and director of other entities whose business and affairs, other than the practice of medicine, are managed by the Company; and, provided further, the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change Executive’s role as the Chief Medical Officer of the Company. (d) Executive covenants and agrees, during and after the term of this Agreement, (i) to fully and promptly comply, and (ii) to cause VRP and any other entity owned or controlled by Executive whose business and affairs, other than the practice of medicine, are managed by the Company, to fully and promptly comply, with all agreements between any such entity and the Company relating to ownership succession and control, and to take all necessary or appropriate actions in connection therewith.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Executive Vice President of the Company under this Agreement and Chief Legal Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written written 1. approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President Chief Technology Officer of the Company, the . In this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President Chief Technology Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change Executive’s role as the Chief Technology Officer of the Company.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company's Executive Vice President of the Company under this Agreement and Chief Legal Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s 's Board of Directors (the “Sub "Board”") shall designate that are consistent with the Executive’s position as President of the Company's position. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s 's business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s 's duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s 's and the Executive’s 's family’s 's personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s 's fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s 's subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), Executive shall serve as the President of the Company under this Agreement during the Employment Term. As President and Chief Operating Officer of the Company, the . In this capacity Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) Chief Executive Officer shall designate that are consistent with the Executive’s position as President and Chief Operating Officer of the Company. Executive shall report to the Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s his business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s his duties with the Company, ; provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board of Directors of the Company (the “Board”), serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s his and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s his duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries or affiliates, as the same may exist from time to time, and agrees that any amounts received from any such corporation subsidiary or affiliate may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign Executive to one of its subsidiaries or affiliates for payroll purposes providing this does not change the Executive’s role as the President and Chief Operating Officer of the Company. (d) Executive agrees to permanently relocate with his family to, and establish permanent residence in, the Minneapolis, St. ▇▇▇▇ Metropolitan Area no later than August 31, 2007, or as soon thereafter as reasonably possible.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Executive Vice President of the Company under this Agreement and Chief Medical Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s her best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written written 1. approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and and/or director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The Executive shall serve as the President and Chief Executive Officer of the Company under this Agreement during the Employment TermCompany. As President and Chief Executive Officer of the Company, the Executive shall have such dutiesactive and general supervision and management over the business and affairs of the Company and shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board of Directors of the Company (the "BOARD") is required by law, authorities the by-laws of the Company, or resolutions of the Board, and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and shall have such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with Executive's position. Executive shall report exclusively to the Executive’s position as President of the CompanyBoard. (b) During the Employment Term, the Executive shall use the Executive’s 's best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s 's business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s 's duties with the Company; provided, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; companies and (ii) managing the Executive’s 's and the Executive’s 's family’s 's personal investments investments, in all events so long as such activities do not materially interfere with the performance of the Executive’s 's duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s 's fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the Executive shall promptly other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Board shall take such action as may be necessary to appoint or elect Executive as a member of the Board as soon as there is a legal vacancy on the Board, but not to be effective prior to the Effective Date (defined below). Thereafter, during the Term, the Board shall nominate Executive for re-election as a member of the Board at the expiration of Executive's then-current term. (d) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s 's subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Executive Vice President of the Company under this Agreement and Chief Financial Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written written 1. approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Senior Vice President of the Company under this Agreement and Chief Financial Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President Company’s Chairman of the Company under Board of Directors. In this Agreement during the Employment Term. As President of the Companycapacity, the Executive shall have such duties, authorities be responsible to identify and responsibilities commensurate develop key strategic initiatives with the duties, authorities Company’s Chief Executive Officer and responsibilities of persons in similar capacities in similarly sized companies and to fulfill such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”) shall reasonably designate that are consistent with the Executive’s position as President of Chairman. The Executive shall report exclusively to the CompanyBoard. The Executive shall have authority as is appropriate to carry out his duties and responsibilities as set forth in this Agreement. (b) During the Employment TermTerm (as defined below), the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and shall devote substantially all such portion of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) as is reasonably necessary to the such performance of the Executive’s duties with the Company. Subject to Board approval, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving may serve on the board of directors or advisory boards of other companies; and (ii) for profit companies provided that such service does not create a potential business conflict or the appearance thereof. Nothing in this Agreement shall prevent Executive from managing the Executive’s and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the Executive’s then-current term. (d) The Company shall not relocate the Executive’s principal place of business outside of the Los Angeles metropolitan area without the Executive’s written consent. (e) The Executive further agrees to serve without additional compensation as an officer shall be provided with appropriate office and director of any secretarial facilities in each of the Company’s subsidiaries principal executive offices and agrees any other location that any amounts received from any such corporation may be offset against the amounts due hereunderExecutive reasonably deems necessary to have an office and support services in order for the Executive to perform his duties to the Company.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s Senior Vice President of the Company under this Agreement and Chief Medical Officer during the Employment Term. As President of the Companysuch, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyposition. (b) During the Employment Term, the Executive shall use the Executive’s her best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and and/or director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President Company's Chief Executive Officer and as Vice Chairman of the Company under Board of Directors. In this Agreement during the Employment Term. As President of the Company, capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”) shall designate that are consistent with the Executive’s 's position as President of Chief Executive Officer. The Executive shall report exclusively to the CompanyBoard. The Executive shall have authority as is appropriate to carry out his duties and responsibilities as set forth in this Agreement. (b) During the Employment TermTerm (as defined below), the Executive shall use the Executive’s 's best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and shall devote substantially all of the Executive’s 's business time (excluding periods of vacation and other approved leaves of absence) as is reasonably necessary to the such performance of the Executive’s 's duties with the Company. Subject to Board approval, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving may serve on the board of directors or advisory boards of other companies; and (ii) for profit companies provided that such service does not create a potential business conflict or the appearance thereof. Nothing in this Agreement shall prevent the Executive from managing the Executive’s and the Executive’s his family’s 's personal investments so long as such activities do not materially interfere with the performance of the Executive’s 's duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the Executive's then-current term. (d) The Company shall not relocate the Executive's principal place of business outside of the Los Angeles metropolitan area without the Executive's written consent. (e) The Executive further agrees to serve without additional compensation as an officer shall be provided with appropriate office and director of any secretarial facilities in each of the Company’s subsidiaries 's principal executive offices and agrees any other location that any amounts received from any such corporation may be offset against the amounts due hereunderExecutive reasonably deems necessary to have an office and support services in order for the Executive to perform his duties to the Company.

Position; Duties. (a) The Executive shall serve as the President of Company’s Senior Vice President, Chief Investment Officer and Treasurer and as the Company Company’s principal investor relations officer and principal public relations officer (collectively, the “Other Duties”) under this Agreement during the Employment Term. As President of the CompanySenior Vice President, Chief Investment Officer and Treasurer and in connection with such Other Duties, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position positions as President of the CompanySenior Vice President, Chief Investment Officer and Treasurer and in connection with such Other Duties. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the Company’s President of the Company under this Agreement and Chief Executive Officer during the Employment Term. As President of the Companyand Chief Executive Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyand Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in in 1. charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.

Position; Duties. (a) The Executive shall serve as the Company’s President of the Company and Chief Operating Officer under this Agreement Agreement, beginning on the Effective Date. Executive shall be appointed President and Chief Executive Officer effective no later than January 1, 2008 and shall thereafter serve as President and Chief Executive Officer during the Employment Term. As President of and Chief Operating Officer or President and Chief Executive Officer, as the Companycase may be, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of and Chief Operating Officer or President and Chief Executive Officer, as the Companycase may be. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The During the Employment Term (as defined in Section 2 below), the Executive shall serve as the President Company’s Chief Executive Officer and as Vice Chairman of the Company under Board of Directors. In this Agreement during the Employment Term. As President of the Company, capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors of the Company (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of Chief Executive Officer. The Executive shall report exclusively to the CompanyBoard. The Executive shall have authority as is appropriate to carry out his duties and responsibilities as set forth in this Agreement. (b) During the Employment TermTerm (as defined below), the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and shall devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) as is reasonably necessary to the such performance of the Executive’s duties with the Company. Subject to Board approval, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving may serve on the board of directors or advisory boards of other companies; and (ii) for profit companies provided that such service does not create a potential business conflict or the appearance thereof. Nothing in this Agreement shall prevent the Executive from managing the Executive’s and the Executive’s his family’s personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) During the Employment Term, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the Executive’s then-current term. (d) The Company shall not relocate the Executive’s principal place of business outside of the Los Angeles metropolitan area without the Executive’s written consent. (e) The Executive further agrees to serve without additional compensation as an officer shall be provided with appropriate office and director of any secretarial facilities in each of the Company’s subsidiaries principal executive offices and agrees any other location that any amounts received from any such corporation may be offset against the amounts due hereunderExecutive reasonably deems necessary to have an office and support services in order for the Executive to perform his duties to the Company.

Position; Duties. (a) The Executive shall serve as the Company’s President of the Company and Chief Executive Officer under this Agreement during Agreement, commencing on the Effective Date and continuing throughout the Employment Term. As President of the Companyand Chief Executive Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of the Companyand Chief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state lawand federal laws) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing the Executive’s and the Executive’s family’s personal investments investments, in each case so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The During the Employment Term, the Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. (d) The principal place of the Executive’s employment shall be the Company’s principal executive office currently located in Bloomfield, Connecticut; provided that the Executive may be required to travel on Company business during the Employment Term.

Position; Duties. (a) The Executive shall serve as the President and Chief Executive Officer of the Company under this Agreement during the Employment TermCompany. As President and Chief Executive Officer of the Company, the Executive shall have such dutiesactive and general supervision and management over the business and affairs of the Company and shall have full power and authority to act for all purposes for and in the name of the Company in all matters except where action of the Board of Directors of the Company (the “Board”) is required by law, authorities the by-laws of the Company, or resolutions of the Board, and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and shall have such other duties and responsibilities as the CEO of Kaman or the Company’s Board of Directors (the “Sub Board”) shall designate that are consistent with the Executive’s position as President of position. Executive shall report exclusively to the CompanyBoard. (b) During the Employment Term, the Executive shall use the Executive’s best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s duties with the Company; provided, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; companies and (ii) managing the Executive’s and the Executive’s family’s personal investments investments, in all events so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s fiduciary duty to the Company or create any appearance thereof, Executive shall, as soon as reasonably practicable considering any fiduciary duty to the Executive shall promptly other such company, resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The During the Term, the Board shall nominate Executive for re-election as a member of the Board at the expiration of Executive’s then-current term. (d) Executive further agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder.

Position; Duties. (a) The Except as provided in Section 2(b) below, the Executive shall serve as the President of the Company under this Agreement Company's Chief Executive Officer during the Employment Term. As President of the CompanyChief Executive Officer, the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies and such other duties and responsibilities as the CEO of Kaman or the Company’s 's Board of Directors (the “Sub "Board”") shall designate that are consistent with the Executive’s 's position as President of the CompanyChief Executive Officer. (b) During the Employment Term, the Executive shall use the Executive’s his best reasonable efforts to perform faithfully and efficiently the duties and responsibilities assigned to the Executive hereunder (including applicable obligations under state law) and devote substantially all of the Executive’s 's business time (excluding periods of vacation and other approved leaves of absence) to the performance of the Executive’s 's duties with the Company, provided the foregoing shall not prevent the Executive from (i) participating in charitable, civic, educational, professional, community or industry affairs or, with prior written approval of the Sub Board, serving on the board of directors or advisory boards of other companies; and (ii) managing . The Executive shall not manage the Executive’s 's and the Executive’s 's family’s 's personal investments so long as such activities do not materially interfere with the performance of the Executive’s duties hereunder or create in a manner that creates a potential business conflict or the appearance thereof. If at any time service on any board of directors or advisory board would, in the good faith judgment of the Sub Board, conflict with the Executive’s 's fiduciary duty to the Company or create any appearance thereof, the Executive shall promptly resign from such other board of directors or advisory board after written notice of the conflict is received from the Sub Board. (c) The Executive further agrees to serve without additional compensation as a director of the Company and/or an officer and director of any of the Company’s 's subsidiaries and agrees that any amounts received from any such corporation may be offset against the amounts due hereunder. In addition, it is agreed that the Company may assign the Executive to one of its subsidiaries for payroll purposes, but such assignment shall not relieve the Company of its obligations hereunder.