exv10w1











Exhibit 10.1




KENNAMETAL INC.




RESTRICTED UNIT AWARD




Grant Date:                
               




     This Restricted Unit Award made from KENNAMETAL INC., a Pennsylvania corporation (the
“Company”), to «name» (the “Awardee”) is made, as of the above Grant Date, under the Kennametal
Inc. Stock and Incentive Plan of 2002, as amended (the “Plan”). Capitalized terms used herein, but
not otherwise defined, shall have the same meaning ascribed to them in the Plan.




	1.	 	The Company hereby grants to the Awardee a Restricted Unit Award (the “Award”) for «number of
stock units» Stock Units. Each Stock Unit represents the right to receive one Share of the
Company’s Capital Stock, par value $1.25 per share, subject to the Forfeiture Restrictions
(defined below). Notwithstanding, Stock Units as initially awarded have no independent
economic value, but rather are mere units of measurement used for purpose of calculating the
number of Shares, if any, to be delivered under the Award.
	 
	2.	 	The prohibition against transfer and the obligation to forfeit and surrender the Stock Units
to the Company are herein referred to as “Forfeiture Restrictions.” The Stock Units may not
be sold, assigned, pledged, exchanged, hypothecated, gifted or otherwise transferred,
encumbered or disposed of, except as described in the Plan, to the extent then subject to the
Forfeiture Restrictions. The Forfeiture Restrictions shall be binding upon, and enforceable
against, any permitted transferee of the Stock Units.
	 
	3.	 	The Forfeiture Restrictions shall lapse as to the Stock Units, provided that the Awardee does
not Separate from Service and maintains Continuous Status as an Employee from the Grant Date
through the lapse date, as follows: (a) Forfeiture Restrictions shall lapse as to one-fourth
(1/4) of the Stock Units on the first anniversary of the Grant Date; (b) Forfeiture
Restrictions shall lapse as to an additional one-fourth (1/4) of the Stock Units on the second
anniversary of the Grant Date; (c) Forfeiture Restrictions shall lapse as to an additional
one-fourth (1/4) of the Stock Units on the third anniversary of the Grant Date; and (d)
Forfeiture Restrictions shall lapse as to the remaining one-fourth (1/4) of the Stock Units on
the fourth anniversary of the Grant Date.
	 
	4.	 	The Stock Units, to the extent then subject to the Forfeiture Restrictions, shall be
forfeited to the Company upon Separation from Service for any reason other than death,
Disability or Retirement. In the event that the Awardee Separates from Service as a result of
death, Disability or Retirement, the Forfeiture Restrictions relating to any outstanding Stock
Units under this Award shall automatically lapse. Notwithstanding the foregoing or any
provisions of this Award or the Plan to the contrary, for U.S. participants, where a
Separation from Service due to Disability or Retirement has occurred, the delivery of any
Shares underlying this Award shall be delayed and delivered on the six (6) month anniversary
of the Awardee’s Separation from Service, subject to the Awardee’s satisfaction of all
applicable income and employment withholding taxes.
	 
	5.	 	Except as otherwise provided herein, the shares of Company Capital Stock (the “Shares”)
underlying Stock Units which are no longer subject to Forfeiture Restrictions shall be issued
to




 









 






	 	 	the Awardee on the lapse date (or as soon as reasonably practicable thereafter but in no
event later than the 15th day of the third month following such date), subject to the
Awardee’s satisfaction of all applicable income and employment
withholding taxes.
	 
	6.	 	The Shares underlying Stock Units shall not be sold or otherwise disposed of in any manner,
that would constitute a violation of any applicable federal or state securities laws. The
Company may refuse to register the transfer of the Shares on the stock transfer records of the
Company if such transfer constitutes a violation of any applicable securities law and the
Company may give related instructions to its transfer agent, if any, to stop registration of
the transfer of the Shares.
	 
	7.	 	This Restricted Unit Award is intended to comply with Section 409A of the Internal Revenue
Code (which deals with nonqualified deferred compensation) or an exception thereto and the
regulations promulgated thereunder and shall be construed accordingly. The Company reserves
the right to administer, amend or modify the Award or to take any other action necessary or
desirable to enable the Award to be interpreted and construed accordingly. Notwithstanding
the foregoing, the Awardee acknowledges and agrees that Section 409A may impose upon the
Awardee certain taxes or interest charges for which the Awardee is and shall remain solely
responsible.
	 
	8.	 	All other terms and conditions applicable to this Award are contained in the Plan. A copy of
the Plan and related Prospectus is available on the Kennametal InfoNet in the Shared Services
 — Human Resources Portal under the Total Rewards tab, as well as on your account page at
www.Fidelity.com under Plan Information and Documents.





	 	 	 	 	 
	 	KENNAMETAL INC.

 	 
	 	By:  	David W. Greenfield
 	 
	 	 	Title: Vice President, Secretary and
General
          Counsel 	  
	 	 	 	 
	 




2