Exhibit 10.1


 


AMENDMENT NO. 1

TO

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




THIS AMENDMENT made and entered into as of the 10th day of
November, 2008, 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 parties entered into an Amended and Restated Employment
Agreement (“Employment Agreement”), dated as of October 17, 2007,
providing for the terms and conditions of Executive’s employment by the
Company; and


 


WHEREAS, the parties now desire to modify the provisions of the
Employment Agreement relating to the payment of Executive’s guaranteed minimum
annual bonus for the fiscal year  ending December 31,
2008 and 2009;


 


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


 


1.


 


Section 3(b) of the Employment Agreement is hereby amended by
deleting the present section in its entirety and substituting the following in
lieu thereof:


 


       “(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, 2008 and 2009, Executive’s annual bonus
shall be a minimum of $750,000 for each year. 
The minimum annual incentive bonus of $750,000 shall be payable for the
fiscal years commencing January 1, 2008 and 2009 in quarterly installments
of $187,500 each within 15 days of the end of the calendar quarter, provided
that for fiscal year 2008, a payment of $562,500 shall be made on or before November 14,
2008.  If the annual bonus payable to
Executive under the 


 


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Incentive Plan based upon the achievement of the performance goals
exceeds $750,000 (if the annual bonus would not have exceeded $750,000,
Executive is not required to repay any of the quarterly installments), the
additional bonus amount shall be payable in 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.  The Executive may elect to defer
all or a portion of his annual bonus pursuant to any deferral plan established
by the Company for such purpose.”


 


2.


 


This Amendment No. 1 shall be effective as of the date
hereof.  Except as hereby modified, the
Employment Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
to the Employment Agreement as of the day and year first written above.


 


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James S. Osterman

  
	
   

  	
  JAMES S. OSTERMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
  BLOUNT INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eliot Fried

  
	
   

  	
   

  	
  Lead Director

  



 


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