Exhibit 10.1


 


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


 


THIS
AMENDED AND RESTATED AGREEMENT is made and entered into as of the 17th day of October
2007, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”),
and JAMES S. OSTERMAN (“Executive”).


 


W I T N E S S
E T H:


 


WHEREAS,
the terms and conditions of Executive’s employment by the Company are currently
provided for in an Amended and Restated Employment Agreement, which generally
became effective as of January 1, 2006 (such Agreement is hereinafter referred
to as the “Prior Employment Agreement”); and


 


WHEREAS,
the parties now desire to amend the Prior Employment Agreement in a number of
respects and to restate such agreement as hereinafter provided, effective
January 1, 2008, to reflect Executive’s new employment arrangements with the
Company; and


 


WHEREAS,
Executive desires to continue his employment with the Company on the terms and
conditions provided herein;


 


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


 


1.             Purpose and
Effective Date.


 


(a)           The purpose of this Amended and Restated
Employment Agreement is to amend the Prior Employment Agreement, to recognize
Executive’s significant contributions to the overall financial performance and
success of the 


 





















 


Company, and to provide a single, integrated document which shall
provide the basis for Executive’s continued employment by the Company.


 


(b)           This Agreement shall be effective on January
1, 2008 (“Effective Date”), at which time the Prior Employment Agreement shall
cease to be in effect. This Agreement shall terminate as hereinafter provided. Prior
to the Effective Date, the terms and conditions of the Prior Employment
Agreement shall govern Executive’s employment with the Company.


 


2.             Employment and
Term; Consulting Agreement.


 


(a)           Subject to the terms and conditions of this
Agreement, the Company hereby employs Executive and Executive hereby accepts
employment as Chairman of the Board and Chief Executive Officer of the Company
and shall have such responsibilities, duties and authority that are consistent
with such positions as may be from time to time assigned to Executive by the
Board of Directors. Executive shall continue to serve as a Director of the
Company and the Company agrees to continue to nominate Executive for election
as Chairman of the Board and as a Director during the Term of this Agreement. Executive
agrees that during the Term of this Agreement he will devote substantially all
his working time, attention and energies to the diligent performance of his
duties and responsibilities for the Company. With the consent of the Board of
Directors, Executive may serve as a director on the boards of directors or
trustees of additional companies and organizations.


 


(b)           Unless earlier terminated as provided
herein, Executive’s employment under this Amended and Restated Employment
Agreement shall commence on the Effective Date and shall end on January 3, 2010
(the “Term”), unless 


 


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the Term is extended in accordance with subsection (c) below (in which
case such extended period shall constitute the Term).


 


(c)           Not less than ninety (90) days prior to January
3, 2010 (and any 12-month extension of the Term), the Company may offer to
extend the Term for an additional 12-month period on such terms and conditions
as may be specified in the offer (which may be on the same terms and conditions
as provided herein). If Executive desires to accept such offer, he shall notify
the Company in writing within thirty (30) days of receipt of the offer and the
Agreement shall be extended on the terms and conditions agreed upon. If
Executive’s employment is terminated by the Company or Executive terminates his
employment prior to January 3, 2010, his rights will be determined in
accordance with Section 5 of this Agreement, as modified by subsection 2(e)
below.


 


(d)           If Executive remains actively employed by
the Company until the end of the Term (whether such date is January 3, 2010, or
a later date at the end of any agreed upon extension pursuant to Section 2(c)
of this Agreement), the Company shall provide Executive with a consulting
agreement (“Consulting Agreement”) with the following terms:


 


(i)            The Consulting Agreement shall be for a
period commencing January 4, 2010 and ending December 31, 2011 (or beginning on
his later termination date resulting from any mutually agreed upon extension(s)
of the initial Term pursuant to Section 2(c) of this Agreement and ending two
(2) years later). The period of the Consulting Agreement may only be terminated
earlier by the Company in the event of Executive’s death, Disability,
termination for 


 


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Cause (as defined in Section 6.2 below) or
Executive’s voluntary termination of service during the two-year period of the
Consulting Agreement.


 


(ii)         Executive’s title during the period of the
Consulting Agreement will be mutually agreed upon between Executive and the
Company. Because of his extensive experience and personal relationships with
major customers and his personal relationships with persons in China, his
duties will be to maintain and assist in managing relationships with major
customers, to attend, and participate as a Company representative at, trade
shows, and to consult and advise on products, services and manufacturing
facilities, including, without limitation, the responsibility to arrange and
organize customer outings (hunting, fishing, golf, etc.), making business trips
to visit the Company’s largest customers and the Company’s international
operations, and providing the Board and senior Company executives with
consultation and advice on business matters affecting the Company. Executive
will be an independent contractor with respect to the Company and not an
employee.


 


(iii)        Executive will be paid an annual retainer of
$200,000 for his consulting services, for which amount he will be available to
perform services up to ten (10) days per month. The Board of Directors and
Executive will agree on the days Executive will be performing services under
the Consulting Agreement. The Company may request Executive to perform services
for additional days per month at the rate of $1,600 per day.


 


Executive will be paid his consulting fees
monthly. Executive will also be reimbursed for the reasonable out-of-pocket
expenses (including business travel 


 


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and entertainment) which he incurs in performing his consulting
services. Executive will be entitled to a bonus of $50,000 per year for each
Company fiscal year which ends coincident with, or prior to, the termination of
the Consulting Agreement, if the Company meets its financial targets for such
fiscal year (such determination will be made by the Board of Directors).


 


(iv)        Executive will be provided during the period of
the Consulting Agreement with health and life insurance coverages (including executive
medical) under the Company’s existing benefit programs, but if such coverages
cannot be continued under the existing benefit programs or if the healthcare
coverage cannot be provided in a manner such that benefit payments will
continue to be tax-free to Executive and his dependents, the Company will
arrange for other, comparable coverages at its expense. Executive will continue
to be responsible for paying the costs of any dependent coverage in the same
manner as if he were an active employee.


 


(v)         To assist in performing the consulting
services, Executive will be provided during the period of the Consulting
Period, at the Company’s expense, with an equipped office and his current
secretary/administrative assistant (or a substitute acceptable to Executive). The
secretary/administrative assistant shall receive a level of compensation and
benefits comparable to that being received by such assistant at the end of the
Term. Executive’s office will be at a location acceptable to Executive, but
will not be in the Portland headquarters building. Executive will also be
provided with an automobile (and related costs) under terms similar to those
the Company uses for senior 


 


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executives, with reimbursement for membership
dues and assessments at a country club, and payment for a financial/tax
consultant for personal financial and tax planning. At the end of the period of
the Consulting Agreement, Executive will be given the automobile he is then
using (which will be a Cadillac Escalade or equivalent vehicle) without
additional payment.


 


(vi)          During the period of the Consulting
Agreement, it is the intention of the Company that Executive shall continue to
serve as a member of the Board of Directors, subject to his nomination and
election to such position.


 


(e)           In accordance with the provisions of the
Prior Employment Agreement, upon any termination of Executive’s employment, for
any reason, whether before, on or after the end of the Term, he shall be
entitled to the contractual rights and benefits provided below (except to the
extent Executive acquires greater rights upon any such termination of
employment) and to the extent necessary or desirable to reflect the agreements
set forth herein, the Company will amend the agreements affecting such
contractual rights or benefits:


 


(i)            Executive’s termination will be treated as
qualifying as “Retirement” for purposes of the Stock Option Agreements listed
below (and any future Option grants) and, as a result, Executive shall have the
right to exercise such Options until the end of the term of the Option (except
for such earlier date as may be provided in the event of death). The following
outstanding Stock Option Agreements are covered by this subsection (e)(i):


 


(A)          The Nonqualified Stock Option Agreement (Time
Option), dated August 19, 1999, for 60,000 shares and the Nonqualified 


 


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Stock Option Agreement (Performance Option),
dated August 19, 1999, for 60,000 shares.


 


(B)           The Nonqualified Stock Option Agreements,
dated June 29, 2001, February 14, 2002, March 15, 2002, February 2, 2004,
December 21, 2004 and December 21, 2004, for 150,000 shares, 39,400
shares, 150,000 shares, 50,000 shares, 27,500 shares and 22,500 shares,
respectively.


 


(ii)           Executive’s termination will be treated as
qualifying as “Retirement” for purposes of Article IV of the Employee
Stockholder Agreement, dated as of August 19, 1999, and the other provisions of
such agreement.


 


(f)            The Company shall provide a salary
continuation death benefit (“Salary Continuation Death Benefit”) to Executive’s
beneficiaries in an amount equal to two (2) times Executive’s Base Salary (as
such Base Salary is in effect on his date of death or, if he terminates
employment prior to his date of death, was in effect on his date of termination
of employment) in accordance with the provisions of the Omark Salary
Continuation Plan (Executive’s termination of employment for purposes of this
Section 2(f) shall occur when he ceases to be an employee, not when he ceases
to perform services as a consultant under the Consulting Agreement). The Salary
Continuation Death Benefit payable pursuant to this Section 2(f) shall be
payable upon Executive’s death after termination of employment regardless of
the reason for his termination of employment. In the event of a Change in
Control of the Company during the Term of this Agreement or prior to the end of
the period of the Consulting Agreement, the Company shall fund or otherwise
secure the Salary Continuation Death 


 


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Benefit in a manner acceptable to Executive within thirty (30) days of
the date of the Change in Control.


 


3.             Compensation and
Benefits. As compensation for his services during the Term of this
Agreement, Executive shall be paid and receive the amounts and benefits set
forth in subsections (a) through (e) below:


 


(a)           An annual base salary (“Base Salary”) of Seven
Hundred Fifty Thousand Dollars ($750,000.00), prorated for any partial year of
employment. Executive’s Base Salary shall be reviewed for increase each year so
as to maintain Executive’s Base Salary at a competitive level with the base
salaries of chief executive officers of companies of comparable size and
similar industries at such time as the Company reviews salaries for its
executive officers generally. Executive’s salary shall be payable in
substantially equal installments on a bi-monthly basis, or in accordance with
the Company’s regular payroll practices in effect from time to time for
executive officers of the Company.


 


(b)           Executive shall be eligible to participate
in the Executive Management Annual Incentive Plan (“Incentive Plan”) and such
other annual incentive plans as may be established by the Company from time to
time for its executive officers. The Board or a committee of the Board will
establish performance goals each year under the Incentive Plan, and Executive’s
annual Target Bonus shall be 65% of Base Salary; the maximum award for
exceeding the performance goals (which will be determined in accordance with
the current plan design) shall be 130% of Base Salary, provided, that the Board
or a committee of the Board may decide to increase such percentage; provided,
further, that, for the Company’s fiscal years ending December 31,


 


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2008 and 2009, Executive’s annual bonus shall be a minimum of $750,000
for each year. The annual incentive bonus payable under this subsection (b)
shall be payable as a lump sum at the same time bonuses are paid to other
senior executives after certification by the Compensation Committee of the
Board, that the applicable performance objectives have been met, unless
Executive elects to defer all or a portion of such amount pursuant to any
deferral plan established by the Company for such purpose.


 


(c)           Except as otherwise provided herein,
Executive shall be entitled to participate in, or receive benefits under, any “employee
benefit plan” (as defined in Section 3(3) of ERISA) or employee benefit
arrangement made generally available by the Company to its executive officers,
including plans providing retirement, 401(k) benefits, deferred compensation,
health care (including executive medical), life insurance, disability and
similar benefits. Executive shall not be eligible to participate in
(i) the Blount, Inc. and Subsidiaries Supplemental Retirement Benefit Plan
(“SERP”), and (ii) the Executive Supplemental Retirement Plan of Blount
International, Inc. (“Executive SERP”).


 


The
Company’s retiree healthcare coverage for Executive and his dependents shall
commence at the date Executive terminates employment, provided that if
Executive is entitled to benefits pursuant to Section 5.1 or Section 5.2, the
retiree healthcare coverage shall commence at the end of the Severance Period;
provided, further, that if Executive is receiving healthcare benefits pursuant
to Section 2(d)(iv) under the Consulting Agreement, the retiree healthcare
coverage shall commence at the end of the period of the Consulting Agreement. The
level of coverage and costs 


 


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under such plan for Executive and his dependents
will be the same coverage and costs provided under the Company’s retiree
healthcare program for executives on the date Executive terminates employment (not
at the end of the period of the Consulting Agreement) and the level of coverage
and costs to Executive for such coverage shall not be changed in the future
(regardless of any changes in such coverages or costs that may be made that
affect other executives). In the event of a Change in Control of the Company
after the Executive has terminated employment (including a Change in Control
occurring during the period of the Consulting Agreement) and is eligible for
coverage under the retiree healthcare program, the Company shall pay Executive
on the date of such Change in Control a lump sum payment equal to the present
value of the Company’s costs of continuing such retiree healthcare coverage for
a period equal to the remaining life expectancy of Executive and his spouse,
such costs being calculated in accordance with Financial Accounting Standard
106 (“FAS 106”), using the same actuarial and other assumptions used by the
Company for financial reporting purposes with respect to FAS 106 for the fiscal
year ending immediately prior to the date of the Change in Control.


 


(d)           The Company will reimburse Executive for
membership dues and assessments at recreational and social clubs, consistent
with the policies under the Prior Employment Agreement. Executive will be
provided an automobile in accordance with the Company’s automobile policy for
Executives, and the Company will pay all insurance, maintenance, fuel, oil and
related operational expenses for such automobile. Executive will receive six
weeks vacation during each year of the Term. Executive will be provided an
annual physical examination and a financial/tax consultant for personal 


 


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financial and tax planning. Executive will be promptly reimbursed by
the Company for all reasonable business expenses he incurs in carrying out his
duties and responsibilities under this Agreement.


 


4.             Confidentiality
and Noncompetition.


 


(a)           Executive acknowledges that, prior to and
during the Term of this Agreement, the Company has furnished and will furnish
to Executive Confidential Information which could be used by Executive on
behalf of a competitor of the Company to the Company’s substantial detriment. Moreover,
the parties recognize that Executive during the course of his employment with
the Company may develop important relationships with customers and others
having valuable business relationships with the Company. In view of the
foregoing, Executive acknowledges and agrees that the restrictive covenants
contained in this Section are reasonably necessary to protect the Company’s
legitimate business interests and good will.


 


(b)           Executive agrees that he shall protect the
Company’s Confidential Information and shall not disclose to any Person, or
otherwise use, except in connection with his duties performed in accordance with
this Agreement, any Confidential Information at any time, including following
the termination of his employment with the Company for any reason; provided,
however, that Executive may make disclosures required by a valid order or
subpoena issued by a court or administrative agency of competent jurisdiction,
in which event Executive will promptly notify the Company of such order or
subpoena to provide the Company an opportunity to protect its interests. Executive’s
obligations under this Section 4(b) shall survive any expiration or termination
of this Agreement for any reason, provided that Executive may after such 


 


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expiration or termination disclose Confidential Information with the
prior written consent of the Board.


 


(c)           Upon the termination or expiration of his
employment hereunder, or, if later, at the end of the period of the Consulting
Agreement, Executive agrees to deliver promptly to the Company all Company
files, customer lists, management reports, memoranda, research, Company forms,
financial data and reports and other documents supplied to or created by him in
connection with his employment hereunder (including all copies of the
foregoing) in his possession or control, and all of the Company’s equipment and
other materials in his possession or control. Executive’s obligations under
this Section 4(c) shall survive any expiration or termination of this
Agreement.


 


(d)           Upon the termination or expiration of his
employment under this Agreement, or, if later, at the end of the period of the
Consulting Agreement, Executive agrees that for a period of one (1) year from
his date of  termination or until the end
of the period for which he is entitled to receive compensation under Section
5.1(a) below, whichever is longer, he shall not (i) enter into or engage in the
design, manufacture, marketing or sale of any products similar to those
produced or offered by the Company or its affiliates in the area of North
America, either as an individual, partner or joint venturer, or as an employee,
agent or salesman, or as an officer, director, or shareholder of a corporation,
(ii) divert or attempt to divert any person, concern or entity which is
furnished products or services by the Company from doing business with the
Company or otherwise change its relationship with the Company, or (iii)
solicit, lure or 


 


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attempt to hire away any of the employees of the Company with whom the
Executive interacted directly or indirectly while employed with the Company.


 


(e)           Executive acknowledges that if he breaches
or threatens to breach this Section 4, his actions may cause irreparable harm
and damage to the Company which could not be compensated in damages. Accordingly,
if Executive breaches or threatens to breach this Section 4, the Company shall
be entitled to seek injunctive relief, in addition to any other rights or
remedies of the Company. The existence of any claim or cause of action by
Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
Executive’s agreement under this Section 4(e).


 


5.             Termination.


 


5.1           By Executive. Executive shall have the right
to terminate his employment hereunder at any time by Notice of Termination (as
described in Section 7). If Executive terminates his employment because (i) the
Company has materially breached this Agreement, and such breach has not been
cured within thirty (30) days after written notice of such breach is given by
Executive to the Company; or (ii) Executive has determined that his termination
is for Good Reason (as defined in Section 6.7), Executive shall be entitled to
receive the compensation and benefits set forth in subsections (a) through (g)
below. If Executive terminates his employment other than pursuant to clauses
(i) or (ii) of this Section 5.1, the Company’s obligations under this Agreement
shall cease as of the date of such termination. Unless specified otherwise, the
time periods in (a) through (g) below shall be twenty-four (24) months
commencing on the date of Executive’s termination (“Severance Period”). The 


 


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Company agrees that if Executive terminates
employment and is entitled to compensation and benefits under this Section 5.1,
he shall not be required to mitigate damages by seeking other employment, nor
shall any amount he earns reduce the amount payable by the Company hereunder.


 


(a)           Base Salary - Executive will be
entitled to receive his Base Salary as then in effect (subject to withholding
of all applicable taxes) for the Severance Period provided, however,
that the salary payments provided for hereunder shall be paid in a single lump
sum payment, to be paid not later than 30 days after his termination of
employment; provided, further, that the amount of such lump sum
payment shall be determined by treating the salary payments as if they were
paid in the same manner as the payments were being made at the date of
Executive’s termination and discounting them to their Present Value (as defined
in Section 6.9) on the date Executive’s employment under this Agreement is
terminated.


 


(b)           Bonuses and Incentives - Executive
shall receive bonus payments from the Company for each month of the Severance
Period in an amount for each such month equal to one-twelfth of the average of
the bonuses paid to him for the two fiscal years in which bonuses were paid
immediately preceding the year in which such termination occurs. Any bonus
amounts that Executive had previously earned from the Company but which may not
yet have been paid as of the date of termination shall be payable on the date
such amounts are payable to other executives and Executive’s termination shall
not affect the payment of such bonus. Executive shall also receive a prorated
bonus for any uncompleted fiscal year at the date of termination (assuming a
bonus at the Target Award level has been achieved or, if greater, the minimum
annual 


 


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bonus amount specified in Section 3(b) is payable), based upon the
number of days that he was employed during such fiscal year. The bonus amounts
determined herein shall be paid in a single lump sum payment, to be paid not
later than 30 days after termination of employment; provided,
that the amount of such lump sum payment representing the monthly bonus
payments shall be determined by taking the monthly bonus payments to which he
would be entitled and discounting them to their Present Value on the date
Executive’s employment under this Agreement is terminated.


 


(c)           Health and Life Insurance Coverage -
The health (including executive medical) and group term life insurance benefits
coverage provided to Executive at his date of termination shall be continued
for the Severance Period at the same level and in the same manner as then
provided to actively employed executive participants as if his employment under
this Agreement had not terminated. Any additional coverages Executive had at
termination, including dependent coverage, will also be continued for such
period on the same terms, to the extent permitted by the applicable policies or
contracts. Any costs Executive was paying for such coverages at the time of
termination shall be paid by Executive by separate check payable to the Company
each month in advance. If the terms of the life insurance coverage referred to
in this subsection (c), or the laws applicable to such life insurance coverage,
do not permit continued participation by Executive, then the Company will
arrange for other life insurance coverage at its expense providing
substantially similar benefits (even if the costs of such coverage are higher
than if Executive had remained in the Company plan).


 


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If
the terms of the healthcare benefits program referred to in this subsection (c)
do not permit continued participation by Executive as required by this
subsection or if the healthcare benefits to be provided to Executive and his
dependents pursuant to this subsection (c) cannot be provided in a manner such
that the benefit payments will continue to be tax-free to Executive and his
dependents, then the Company shall (i) pay to Executive within five (5) days
after Executive’s date of termination a lump sum amount equal to the monthly
rate for COBRA coverage at Executive’s termination date that is then being paid
by former active employees for the level of coverage that applies to Executive
and his dependents, minus the amount active employees are then paying for such
coverage, multiplied by the number of months in the Severance Period (plus a tax
gross-up on the lump sum amount determined under this subsection (c)), and (ii)
permit Executive and his dependents to elect to participate in the healthcare
plan for the length of the Severance Period upon payment of the applicable rate
for COBRA coverage during the Severance Period.


 


(d)        Employee Retirement Plans - Executive
will be treated as if he continued to participate, consistent with past
practices, in all employee retirement and deferred compensation plans
maintained by the Company in which Executive is eligible to participate as of
his date of termination, including, to the extent such plans are still
maintained by the Company, the Blount Retirement Plan (this plan has been
frozen as of December 31, 2006), the Blount 401(k) Plan, and the Blount Excess
401(k) Plan (but not the SERP and the Executive SERP). Executive’s
participation in such retirement and deferred compensation plans shall be
treated as continuing for the Severance Period and the compensation payable to
Executive under (a) and (b) above shall be


 


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treated (unless otherwise excluded) as compensation under the plan as
if it were paid on a monthly basis. For purposes of the Blount 401(k) Plan and
the Blount Excess 401(k) Plan, he will receive Company Matching and Savings
Plus Contributions to the plan for the Severance Period at a level equal to the
Company’s customary contributions to participants accounts under the plans,
assuming Executive had participated in such plans at the maximum permissible
contributions level. The Company shall pay to Executive or, if applicable, his
beneficiary a supplemental benefit determined, as provided in this subsection
(d) equal to the Present Value on the date of termination of employment under
this Agreement (calculated as provided in the plan) of the excess of (i) the
benefit Executive would have been paid under such plan if he had continued to
be covered for the Severance Period (less any amounts Executive would have been
required to contribute), over (ii) the benefit actually payable under such plan.
The Company shall pay the Present Value of such additional benefits (if any) in
a lump sum within 30 days of his termination of employment.


 


(e)        Effect of Lump Sum Payment. The lump sum
payment under (a) or (b) above shall not alter the amounts Executive is
entitled to receive under the benefit plans described in this section. Benefits
under such plans shall be determined as if Executive had remained employed and
received such payments over the Severance Period.


 


(f)         Stock Options. As of his date of
termination, all of the Time Options and the Performance Options, and any other
outstanding stock options granted to Executive by the Company, shall become
vested and remain exercisable as provided


 


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in Section 2(e) above and, to the extent greater rights are
provided therein, in the Stock Option Agreements for such stock options.


 


(g)        Office Space; Secretarial. Executive
will be provided appropriate office space, his then current administrative
assistant (such assistant shall be paid or provided similar compensation and
benefits to that being provided at the time Executive terminates employment),
and reasonable expenses related thereto for the Severance Period. Executive’s
office will be at a location acceptable to Executive, but will not be in the
Portland headquarters building. Executive will also be provided for the Severance
Period with an automobile (and related costs) under terms similar to those the
Company uses for senior executives, and with reimbursement for membership dues
and assessments at a country club. At the end of the Severance Period,
Executive will be given the automobile he is then using (which will be a
Cadillac Escalade or equivalent vehicle) without additional payment. The
benefits provided pursuant to this subsection (g) shall be provided in a manner
consistent w/ the requirements of Section 409A of the Code.


 


(h)        Section 409A Compliance. The Company
shall have the authority to delay the commencement of all or a part of the
payments to Executive under this Section 5.1 if Executive is a “key employee”
of the Company (as determined by the Company in accordance with procedures
established by the Company that are consistent with Section 409A) to a date
which is six months after the date of Executive’s termination of employment
(and on such date the payments that would otherwise have been made during such
six-month period shall be made) to the extent (but only to the extent) such
delay is required under the provisions of Section 409A to avoid imposition


 


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of additional income and other taxes, provided that the Company and
Executive agree to take into account any transitional rules and exemption rules
available under Section 409A.


 


5.2        By Company. The Company shall have the
right to terminate Executive’s employment under this Agreement at any time
during the Term by Notice of Termination (as described in Section 7). If the
Company terminates Executive’s employment under this Agreement (i) for Cause,
as defined in Section 6.2, (ii) if Executive becomes Disabled, or (iii) upon
Executive’s death, the Company’s obligations under this Agreement shall cease
as of the date of termination; provided, however, that Executive will be
entitled to whatever benefits are payable pursuant to the terms of any health,
life insurance, disability, welfare, retirement or other plan or program
maintained by the Company. If the Company terminates Executive during the Term
of this Agreement other than pursuant to clauses (i) through (iii) of this
Section 5.2, Executive shall be entitled to receive the compensation and
benefits provided in subsections (a) through (g) of Section 5.1 above for the
Severance Period, and subject to the provisions (including the nonmitigation
provision) and limitations therein.


 


5.3        Tax Equalization Payment.


 


(a)        Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined (as hereafter provided) that any payment or
distribution to or for the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or pursuant to or by
reason of any other agreement, policy, plan, program or arrangement, or similar
right (a “Payment”), would be subject to the excise tax imposed by Section 4999
of the Code (or any successor provisions thereto),


 


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or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereafter
collectively referred to as the “Excise Tax”), then the Executive shall be
entitled to receive or have paid on his behalf an additional payment or
payments (a “Gross-Up Payment”) from the Company. The total amount of the
Gross-Up Payment shall be an amount such that, after payment by (or on behalf
of) the Executive of any Excise Tax and all federal, state and other taxes
(including any interest or penalties imposed with respect to such taxes)
imposed upon the Gross-Up Payment, the remaining amount of the Gross-Up Payment
is equal to the Excise Tax imposed upon the Payments. For purposes of clarity,
the amount of the Gross-Up Payment shall be that amount necessary to pay the
Excise Tax in full and all taxes assessed upon the Gross-Up Payment (including
additional Excise Taxes).


 


(b)        An initial determination as to whether a
Gross-Up Payment is required pursuant to this subsection (b) and the amount of
such Gross-Up Payment shall be made by an accounting firm selected by the
Company and reasonably acceptable to Executive which is then one of the four
largest accounting firms in the United States (the “Accounting Firm”). The Accounting
Firm shall provide its determination (the “Determination”), together with
detailed supporting calculations and documentation to the Company and the
Executive as promptly as practicable after such calculation is requested by the
Company or by the Executive, and if the Accounting Firm determines that no
Excise Tax is payable by the Executive with respect to a Payment or Payments,
it shall furnish the Executive with a substantial authority opinion reasonably
acceptable to the Executive that no Excise Tax will be imposed with respect to
any such Payment or Payments. Within fifteen (15) days of the delivery of the
Determination to


 


20

















 


the Executive, the Executive shall have the right to dispute the Determination
(the “Dispute”) and Executive and the Company shall in good faith discuss a
resolution of the Dispute. The Gross-Up Payment, if any, as determined pursuant
to this Section 5.3(b) shall be paid by the Company to the Executive for his
benefit within fifteen (15) days of the receipt of the Accounting Firm’s
Determination. The existence of the Dispute (and any discussions to resolve the
Dispute) shall not in any way affect the right of the Executive to receive the
Gross-Up Payment in accordance with the Determination. If there is no Dispute,
the Determination shall be binding, final and conclusive upon the Company and
the Executive, subject to the other provisions of this Section 5.3.


 


(c)        As a result of the uncertainty in the
application of Sections 4999 and 280G of the Code, it is possible that a
Gross-Up Payment (or a portion thereof) will be paid which should not have been
paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which
should have been paid will not have been paid (an “Underpayment”). An
Underpayment shall be deemed to have occurred upon the earliest to occur of the
following events:  (1) upon written
notice to the Executive from any governmental taxing authority that the tax
liability of the Executive (whether in respect of the then current taxable year
of the Executive or in respect of any prior taxable year of the Executive) may
be increased by reason of the imposition of the Excise Tax on a Payment or
Payments with respect to which the Company has failed to make a sufficient
Gross-Up Payment, (2) upon a determination by a court imposing the Excise Tax
on a Payment or Payments with respect to which the Company has failed to make a
sufficient Gross-Up Payment, (3) by reason of a determination by the Company


 


21

















 


(which shall include the position taken by the Company, or its
consolidated group, on its federal income tax return) that a Payment or
Payments were subject to the Excise Tax with respect to which the Company has
failed to make a sufficient Gross-Up Payment, or (4) upon the resolution to the
mutual satisfaction of Executive and the Company of the Dispute. If any
Underpayment occurs, the Executive shall promptly notify the Company and the
Company shall pay to the Executive within fifteen (15) days of the date the
Underpayment is deemed to have occurred under (1), (2), (3) or (4) above, but
in no event less than five days prior to the date on which the applicable
government taxing authority has requested payment, an additional Gross-Up
Payment equal to the amount of the Underpayment plus any interest and penalties
imposed on the Underpayment.


 


An
Excess Payment shall be deemed to have occurred upon a “Final Determination”
(as hereinafter defined) that the Excise Tax shall not be imposed upon a
Payment or Payments (or portion of a Payment) with respect to which the
Executive had previously received a Gross-Up Payment. A Final Determination
shall be deemed to have occurred when the Executive has received from the
applicable government taxing authority a refund of taxes or other reduction in
his tax liability by reason of the Excess Payment (Executive shall promptly
notify the Company of such an event) and either of the following has
occurred:  (i) a determination is made
by, or an agreement is entered into with, the applicable governmental taxing
authority which finally and conclusively binds Executive and such taxing
authority, or in the event that a claim is brought before a court of competent
jurisdiction, a final determination has been made by such court and either all
appeals have been taken and finally resolved or the time for all appeals


 


22

















 


has expired, or (ii) the statute of limitations
with respect to the Executive’s applicable tax return has expired. If an Excess
Payment is determined to have been made, unless such treatment is prohibited by
applicable law, in which event the parties agree to negotiate in good faith an
alternative treatment, the amount of the Excess Payment shall be treated as a
loan by the Company to the Executive and the Executive shall pay to the Company
within 15 days following demand (but not less than 30 days after the
determination of such Excess Payment) the amount of the Excess Payment plus interest
at an annual rate equal to the rate provided for in Section 1274(b)(2)(B) of
the Code from the date the Gross-Up Payment (to which the Excess Payment
relates) was paid to the Executive until the date of repayment to the Company.


 


Executive
shall promptly notify the Company in writing of any written communication with
any governmental taxing authority relating to the Excise Tax. The Company shall
be entitled, at its sole cost and expense, to contest the imposition of the
Excise Tax on Executive’s behalf (including filing a claim for refund of the
Excise Tax) and Executive shall cooperate with the Company in good faith in
connection with any such contest or proceeding. The Company’s election to
contest the Excise Tax shall not affect its obligation to pay to Executive or
on his behalf an additional Gross-Up Payment with respect to an Underpayment
pursuant to this subsection (c). Any refund of taxes or other reduction in
Executive’s tax liability arising from any such contest by the Company shall be
treated as an Excess Payment under this subsection (c).


 


(d)        Notwithstanding anything contained in this
Agreement to the contrary, in the event that, according to the Determination,
an Excise Tax will be imposed on any Payment or Payments, the Company shall pay
to the applicable


 


23

















 


government taxing authorities as Excise Tax withholding, the amount of
any Excise Tax that the Company has actually withheld from the Payment or
Payments; provided that the Company’s payment of withheld Excise Tax shall not
change the Company’s obligation to pay the Gross-Up Payment required under this
Section 5.3.


 


(e)        The Executive and the Company shall each
provide the Accounting Firm access to and copies of any books, records and
documents in the possession of the Company or the Executive, as the case may
be, reasonably requested by the Accounting Firm, and otherwise cooperate with
the Accounting Firm in connection with the preparation and issuance of the
Determination contemplated by subsection (b) hereof.


 


(f)         The fees and expenses of the Accounting Firm
for its services in connection with the determinations and calculations
contemplated by subsection (b) shall be paid by the Company.


 


6.           Definitions. For
purposes of this Agreement the following terms shall have the meanings
specified below:


 


6.1        “Board” or “Board of Directors”. The
Board of Directors of the Company.


 


6.2        “Cause” . The involuntary
termination of Executive by the Company for the following reasons shall
constitute a termination for Cause:


 


(a)        If the termination shall have been the result
of an act or acts by Executive which have been found in an applicable court of
law to constitute a felony (other than traffic-related offenses);


 


24

















 


(b)        If the termination shall have been the result
of an act or acts by Executive which are in the good faith judgment of the
Board to be in violation of law or of policies of the Company and which result
in demonstrably material injury to the Company;


 


(c)        If the termination shall have been the result
of an act or acts of proven dishonesty by Executive resulting or intended to
result directly or indirectly in significant gain or personal enrichment to the
Executive at the expense of the Company; or


 


(d)        Upon the willful and continued failure by the
Executive substantially to perform his duties with the Company (other than any
such failure resulting from incapacity due to mental or physical illness not
constituting a Disability, as defined herein), after a demand in writing for
substantial performance is delivered by the Board, which demand specifically
identifies the manner in which the Board believes that Executive has not
substantially performed his duties.


 


With
respect to clauses (b), (c) or (d) above of this Section, Executive shall not
be deemed to have been involuntarily terminated for Cause unless and until
there shall have been delivered to him a copy of a resolution duly adopted by
the affirmative vote of not less than three-quarters of the entire membership
of the Board at a meeting of the Board (after reasonable notice to Executive
and an opportunity for him, together with his counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, Executive was guilty
of conduct set forth above in clauses (b), (c) or (d)  and specifying the particulars thereof in
detail. For purposes of this Agreement, no act or failure to act by Executive
shall be deemed to be “willful” unless done or omitted to be


 


25

















 


done by Executive not in good faith and without
reasonable belief that Executive’s action or omission was in the best interests
of the Company.


 


6.3        “Change in Control”. Either


 


(a)        the acquisition, directly or indirectly, by any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended), of securities of the Company representing an
aggregate of more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities (excluding the acquisition by persons who
own such amount of securities on the date hereof, or acquisitions by persons
who acquire such amount through inheritance), or


 


(b)        during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board, cease for
any reason to constitute at least a majority thereof, unless the election of
each new director was approved in advance by a vote of at least a majority of
the directors then still in office who were directors at the beginning of the
period; or


 


(c)        consummation of (i) a merger, consolidation or
other business combination of the Company with any other “person” (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) or affiliate thereof, other than a merger, consolidation or business
combination which would result in the outstanding common stock of the Company
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into common stock of the surviving entity or
a parent or affiliate thereof) more than fifty percent (50%) of the outstanding
common stock of the Company, or such surviving entity or parent or affiliate


 


26

















 


thereof, outstanding immediately after such merger, consolidation or
business combination, or (ii) a plan of complete liquidation of Company or an
agreement for the sale or disposition by Company of all or substantially all of
Company’s assets;


 


(d)        a sale of more than 50% of the assets of the
Company.


 


6.4        “Code” . The Internal
Revenue Code of 1986, as it may be amended from time to time.


 


6.5        “Confidential Information” . All technical, business, and
other information relating to the business of the Company or its subsidiaries
or affiliates, including, without limitation, technical or nontechnical data,
formulae, compilations, programs, devices, methods, techniques, processes,
financial data, financial plans, product plans, and lists of actual or
potential customers or suppliers, which (i) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other Persons, and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy or
confidentiality. Such information and compilations of information shall be
contractually subject to protection under this Agreement whether or not such
information constitutes a trade secret and is separately protectable at law or
in equity as a trade secret. Confidential Information does not include
confidential business information which does not constitute a trade secret
under applicable law two years after any expiration or termination of this
Agreement.


 


6.6        “Disability” or “Disabled”. Executive’s
inability as a result of physical or mental incapacity to substantially perform
his duties for the Company on a full-time basis for a period of six (6) months.


 


27

















 


6.7        “Good Reason”. A “Good
Reason” for termination by Executive of Executive’s employment shall mean the
occurrence during the Term (without the Executive’s express written consent) of
any one of the following acts by the Company, or failures by the Company to
act, and such act or failure to act has not been corrected within thirty (30)
days after written notice of such act or failure to act is given by Executive
to the Company:


 


(i)      the assignment to Executive of any duties
inconsistent with Executive’s status as Chairman of the Board and Chief
Executive Officer of the Company, or a substantial adverse alteration in the
nature or status of the Executive’s responsibilities from those on the date
hereof; provided, however, that it shall not constitute a Good Reason for
termination by Executive nor a breach of this Agreement for the Company to
promote or hire a replacement for Executive during the Term for purposes of
providing a transition of all or part of Executive’s duties and
responsibilities so long as the Company continues to provide Executive with the
compensation and benefits set forth in Section 3;


 


(ii)     a reduction by the Company in Executive’s Base
Salary as in effect on the date hereof or as the same may be increased from
time to time;


 


(iii)    the relocation of Executive without his consent to
a location more than fifty (50) miles from his principal office on the date
hereof or requiring Executive to be based anywhere other than the Executive’s
principal office on the date hereof, except for reasonably required travel on
the Company’s business;


 


28

















 


(iv)    the failure by the Company, without Executive’s
consent, to pay to Executive any portion of Executive’s current compensation
(including Base Salary and bonus), or to pay to the Executive any other
compensation within seven (7) days of the date such compensation is due;


 


(v)     the failure by the Company to continue in effect
any compensation plan in which Executive participates on the date hereof, which
is material to Executive’s total compensation, including but not limited to the
Company’s Executive Management Annual Incentive Plan, or any long-term
incentive plan, or any substitute plans, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or the failure by the Company to continue the Executive’s
participation in such plan (or in such substitute or alternative plan) on a
basis not materially less favorable in terms of the amount of benefits
provided;


 


(vi)    the failure by the Company to continue to provide
Executive with benefits substantially similar to those enjoyed by Executive on
the date hereof under any of the Company’s retirement, life insurance, medical
(including Exec-U-Care), health and accident or disability plans, the taking of
any action by the Company which would directly or indirectly materially reduce
any of such benefits or deprive Executive of any material fringe benefit
enjoyed by Executive on the date hereof, or the failure by the Company to
provide Executive with the number of paid vacation days to which the Executive
is entitled under this Agreement, provided that Executive acknowledges that the
Blount Retirement


 


29

















 


Plan has been frozen as of December 31, 2006
and that such action shall not constitute Good Reason hereunder; or


 


(vii)   except with respect to the promotion or hiring of a
replacement to perform Executive’s duties and responsibilities and the
selection of such replacement, and other actions or instructions related to the
transition of Executive’s duties and responsibilities, the issuance to the
Executive by the Board of Directors of any order or instruction regarding the
operation of the Outdoor Products Group which (A) the Executive, in his good
faith opinion, considers to be reasonably likely to have a material adverse
effect on the business and long-term prospects of such Group and (B) is not
modified to the Executive’s reasonable satisfaction within 30 days after
written notice to the Board from the Executive setting forth his objection to
such order or instruction; or


 


(viii)  any purported termination of Executive’s employment
which is not effected pursuant to a Notice of Termination satisfying the requirements
of Section 7.1 (for purposes of this Agreement, no such purported termination
shall be effective).


 


The Executive’s right to terminate the
Executive’s employment for Good Reason shall not be affected by the Executive’s
incapacity due to physical or mental illness. The Executive’s continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any act or failure to act constituting Good Reason hereunder.


 


30

















 


6.8        “Person” . Any
individual, corporation, bank, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or other entity.


 


6.9        “Present Value”. The term
“Present Value” on any particular date shall have the same meaning as provided
in Section 280G(d)(4) of the Code.


 


7.           Termination
Procedures.


 


7.1         Notice of Termination. During the Term of this
Agreement, any purported termination of Executive’s employment (other than by
reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 11. For
purposes of this Agreement, a “Notice of Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive’s employment under the provision
so indicated. Further, a Notice of Termination for Cause is required to include
the information set forth in Section 6.2.


 


7.2         Date of Termination. “Date of Termination,” with
respect to any purported termination of Executive’s employment during the Term
of this Agreement, shall mean (i) if Executive’s employment is terminated by
his death, the date of his death, (ii) if Executive’s employment is terminated
for Disability, thirty (30) days after Notice of Termination is given (provided
that Executive shall not have returned to the full-time performance of
Executive’s duties during such thirty (30) day period), and (iii) if Executive’s
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a termination by the Company, shall not
be


 


31

















 


less than thirty (30) days (except in the
case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than thirty (30) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given);
provided, however, that the “Date of Termination” for purposes of this
Agreement shall not be the last day of the Company’s fiscal year and, in the
event the last day of the fiscal year is designated as the “Date of Termination”,
the “Date of Termination” for purposes hereof shall automatically be the first
day of the next following fiscal year.


 


8.           Contract
Non-Assignable. The parties acknowledge that this Agreement has been
entered into due to, among other things, the special skills of Executive, and
agree that this Agreement may not be assigned or transferred by Executive, in
whole or in part, without the prior written consent of the Company.


 


9.           Successors; Binding
Agreement.


 


9.1         In addition to any obligations
imposed by law upon any successor to, or transferor of, the Company, the
Company will require any successor to, or transferor of, all or substantially
all of the business and/or assets of the Company or the stock of the Company (whether
direct or indirect, by purchase, merger, reorganization, liquidation,
consolidation or otherwise) to expressly assume and agree to perform this
Agreement, in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place, including the
obligation to provide a Consulting Agreement in accordance with Section 2(d). Failure
of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as the


 


32

















 


Executive would be entitled to hereunder if
the Executive were to terminate the Executive’s employment for Good Reason,
except that, for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of Termination.


 


9.2         This Agreement shall inure to
the benefit of and be enforceable by Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees and by the Company’s successors and assigns. If Executive
shall die while any amount would still be payable to Executive hereunder (other
than amounts which, by their terms, terminate upon the death of Executive) if
Executive had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
executors, personal representatives or administrators of Executive’s estate.


 


10.         Other Agents. Nothing
in this Agreement is to be interpreted as limiting the Company from employing
other personnel on such terms and conditions as may be satisfactory to the
Company.


 


11.         Notices. All
notices, requests, demands and other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered or seven days after mailing if mailed, first class, certified mail,
postage prepaid:


 


	
   

  	
  To the
  Company

  	
  Blount
  International, Inc. 

  
	
   

  	
   

  	
  4909 SE
  International Way 

  
	
   

  	
   

  	
  Portland, OR
  97222 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATTN:
  General Counsel

  



 


33

















 


	
   

  	
  To the Executive:

  	
  James S. Osterman

  
	
   

  	
   

  	
  22329 Clear Creek Road

  
	
   

  	
   

  	
  Estacada, Oregon 97023

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to: Kilpatrick Stockton LLP

  
	
   

  	
   

  	
  ATTN: 
  William J. Vesely, Jr.

  
	
   

  	
   

  	
  Suite 2800

  
	
   

  	
   

  	
  1100 Peachtree Street

  
	
   

  	
   

  	
  Atlanta, GA 30309-4530

  



 


Any party may change the address to which notices, requests, demands
and other communications shall be delivered or mailed by giving notice thereof
to the other party in the same manner provided herein.


 


12.         Provisions Severable.
If any provision or covenant, or any part thereof, of this Agreement should be
held by any court to be invalid, illegal or unenforceable, either in whole or
in part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.


 


13.         Waiver. Failure of
either party to insist, in one or more instances, on performance by the other
in strict accordance with the terms and conditions of this Agreement shall not
be deemed a waiver or relinquishment of any right granted in this Agreement or
the future performance of any such term or condition or of any other term or
condition of this Agreement, unless such waiver is contained in a writing
signed by the party making the waiver.


 


14.         Indemnification. During
the term of this Agreement and during the period of the Consulting Agreement
and after Executive’s termination (or, if later, the end of the period of the
Consulting Agreement) for a period of three (3) years, the Company shall
indemnify Executive and hold Executive harmless from and against any claim,
loss or


 


34

















 


cause of action arising
from or out of Executive’s performance as an officer, director or employee of
the Company or any of its subsidiaries or other affiliates or in any other
capacity, including any fiduciary capacity, in which Executive serves at the
Company’s request, in each case to the maximum extent permitted by law and
under the Company’s Articles of Incorporation and By-Laws (the “Governing
Documents”), provided that in no event shall the protection afforded to
Executive hereunder be less than that afforded under the Governing Documents as
in effect on the date of this Agreement except from changes mandated by law. During
the Term and for a period of three (3) years, Executive shall be covered by any
policy of directors and officers liability insurance maintained by the Company
for the benefit of its officers and directors.


 


15.         Amendments and
Modifications. This Agreement may be amended or modified only by a writing
signed by both parties hereto.


 


16.         Governing Law. The
validity and effect of this Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.


 


17.         Arbitration of
Disputes; Expenses. All claims by Executive for compensation and benefits
under this Agreement shall be directed to and determined by the Board and shall
be in writing. Any denial by the Board of a claim for benefits under this
Agreement shall be delivered to Executive in writing and shall set forth the
specific reasons for the denial and the specific provisions of this Agreement
relied upon. The Board shall afford a reasonable opportunity to Executive for a
review of a decision denying a claim and shall further allow Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executive’s claim has


 


35

















 


been denied. To the
extent permitted by applicable law, any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration in Portland, Oregon, in accordance with the rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction.


 


The
Company shall pay all legal fees and related expenses (including the costs of
experts, evidence and counsel) incurred by the Executive, within thirty (30)
days after Executive presents such legal fees and related expenses for payment
to the Company, as a result of (i) the Executive’s termination of employment
(including all such fees and expenses, if any, incurred in contesting or
disputing any such termination of employment), (ii) the Executive seeking to
obtain or enforce any right or benefit provided by this Agreement or by any
other plan or arrangement maintained by the Company under which the Executive
is or may be entitled to receive benefits, or (iii) the Executive’s
hearing before the Board as contemplated in Section 6.2 of this Agreement. Except
to the extent provided in the preceding sentence, each party shall pay its own
legal fees and other expenses associated with any dispute.


 


36

















 


IN
WITNESS WHEREOF, the parties have executed this Amended and Restated Agreement
as of the day and year first above written.


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s James S. Osterman

  	
   

  
	
   

  	
  JAMES S. OSTERMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BLOUNT INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s Eliot M. Fried

  	
   

  
	
   

  	
   

  	
  Lead Director

  	
   

  
					



 


37