Exhibit 10.1


 


AMENDMENT


TO


EMPLOYMENT AGREEMENT


 


THIS
AMENDMENT made and entered into as of this 31st day of December,
2007, by and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”)
and DENNIS EAGAN (“Executive”);


 


W I T N E S S E T H:


 


WHEREAS,
the Company and Executive entered into an Employment Agreement, dated as of August 15,
2000 (“Employment Agreement”), providing for the terms and conditions of
Executive’s employment by the Company; and


 


WHEREAS,
the parties now desire to amend the Employment Agreement in the manner
hereinafter provided;


 


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


 


1.


 


Section 5.1(c) is
hereby amended by deleting the present section in its entirety and substituting
the following in lieu thereof:


 


“(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 


 


 


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continued
participation by Executive, then the Company will arrange for other life
insurance coverage at its expense providing substantially similar benefits.


 


                                                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) make two payments to Executive, the
first one within five (5) days after Executive’s date of termination and
the second payment one year after the date of the first payment, of a lump sum
amount equal to the monthly rate for COBRA coverage at Executive’s termination
date (and, in the case of the second payment, the rate in effect one year after
his 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 twelve
(12) (plus a tax gross-up on such 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.”


 


2.


 


Section 5.1(d) is
hereby amended by deleting the present section in its entirety and substituting
the following in lieu thereof:


 


“(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 SERP (this plan
has been frozen as of December 31, 2006), the Individual SERP, the Blount
401(k) Plan, and the Blount Excess 401(k) Plan.  Executive’s participation in such retirement
and deferred compensation plans, including the Individual SERP, shall be
treated as continuing for the Severance Period and the compensation payable to
Executive under (a) and (b) above shall be 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
Contributions (but not 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 


 


 


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maximum
permissible contributions level, and the Company shall pay such additional
amounts in a lump sum within 30 days of his termination of employment.”


 


3.


 


Section 5.1(h) is
hereby amended by adding the following sentence to the end of the present
section:


 


“The
benefits provided pursuant to this subsection (h) shall be provided in a
manner consistent with the requirements of Section 409A of the Code.”


 


4.


 


Section 5.1
is hereby amended to adding a new Section 5.1(i) reading as follows:


 


“(i)  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 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.”


 


 


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


 


 


 


	
   

  	
  COMPANY:

  
	
   

  	
  BLOUNT INTERNATIONAL, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Richard H. Irving, III

  
	
   

  	
  Richard
  H. Irving, III

  
	
   

  	
  Senior
  Vice President

  
	
   

  	
  General
  Counsel and

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Dennis E. Eagan

  
	
   

  	
  DENNIS EAGAN

  



 


 


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