exv10w4






Exhibit 10.4









KENNAMETAL INC.




RESTRICTED UNIT AWARD



FOR NON-EMPLOYEE DIRECTORS



Grant Date: ____________________



     Kennametal Inc. (the “Company”) hereby grants to «name» (the “Awardee”), as of the Grant Date
listed above, this Restricted Unit Award (the “Award”) for «number of stock units» Stock Units,
subject to the terms and conditions of the Kennametal Inc. Stock and Incentive Plan of 2010 (the
“Plan”) and the additional terms listed below. Capitalized terms used herein, but not otherwise
defined, shall have the same meaning ascribed to them in the Plan.


1. 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 will be binding upon, and enforceable against, any permitted transferee
of the Stock Units.



3. The Forfeiture Restrictions will lapse as follows: (a) on the first anniversary of the Grant
Date, one-third (1/3) of the Stock Units will vest and the Forfeiture Restrictions will lapse as to
those Stock Units; (b) on the second anniversary of the Grant Date, an additional one-third (1/3)
of the Stock Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units;
and (c) on the third anniversary of the Grant Date, the remaining one-third (1/3) of the Stock
Units will vest and the Forfeiture Restrictions will lapse as to those Stock Units.



4. In the event that the Awardee ceases to serve on the Board of Directors for any reason
(including death, Disability or Retirement) other than for “cause” (as defined in the Plan”), the
Forfeiture Restrictions relating to any outstanding Stock Units under this Award will automatically
lapse. If the Awardee is removed from the Board of Directors for “cause,” the Stock Units, to the
extent then subject to the Forfeiture Restrictions, will be forfeited to the Company.
Notwithstanding the foregoing or any provisions of this Award or the Plan to the contrary, for U.S.
participants, where a cessation from service on the Board due to Disability or Retirement has
occurred, the delivery of any Shares underlying this Award will be delayed and delivered on the six
(6) month anniversary of the Awardee’s cessation 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).








 









 







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 a transfer of the Shares on the stock transfer records of the Company if the
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 will 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 your account page at www.Fidelity.com under Plan
Information and Documents.




	 	 	 	 	 
	 	KENNAMETAL INC.

 	 
	 	By:  	Kevin G. Nowe
 	 
	 	 	Title:      Vice President, Secretary and General Counsel 
	 	 	 	 
	 




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