EX-10.8






Exhibit 10.8




Plan Document




and




Summary Plan Description




of the




Kennametal Inc.




2006 Executive Retirement Plan




(for Designated Officers)




Effective July 31, 2006




As Amended December 30, 2008





 









 








Kennametal Inc.

2006 Executive Retirement Plan



Article I. — General Provisions




          1.1 Establishment and Purpose




          Kennametal Inc. hereby establishes the Kennametal Inc. 2006 Executive Retirement Plan (the
“Plan”) on the terms and conditions hereinafter set forth. The Plan is designed primarily for the
purpose of providing benefits for a select group of highly-compensated management employees of the
Company and is intended to qualify as a “top hat” plan under ERISA §§ 201(2), 301(a)(3) and
401(a)(1). The Plan is intended to comply with the provisions of Section 409A of the Internal
Revenue Code.




          This Plan document reflects all amendments made through December 30, 2008.




          1.2 Definitions




               (a) “Accrued Benefit” means the benefit earned by a Participant with respect to his or her
Credited Service, as such benefit is determined pursuant to Article II, including, but not limited
to Sections 2.1, 2.2, 2.3, and 2.4.



               (b) “Base Salary” means the Participant’s gross base salary rate (as of the end of each month)
from the Company, before any pre-tax reductions pursuant to the Participant’s elections under IRC
§§ 125 or 402(e)(3) or pursuant to an election to defer base salary under a nonqualified deferred
compensation arrangement.



               (c) “Beneficiary” means the person or persons designated by a Participant as his beneficiary,
or otherwise determined, in accordance with the provisions of Article V.



               (d) “Board” means the Board of Directors of the Company.



               (e) “Cause” means that the Participant:



                    (i) shall be guilty of malfeasance, willful misconduct or gross negligence in the performance
of services for the Company;



                    (ii) shall not make his or her services available to the Company on a full time basis for any
reason other than arising from Disability or from the Participant’s incapacity due to physical or
mental illness or injury which does not constitute Disability and other than by reason of the fact
that the Participant’s employment has been terminated by the Company prior to a Change in Control
and other than for Cause; or



                    (iii) during the period of Participant’s employment by the Company, shall, in any geographic
area in which Kennametal is offering its services and products, without the prior written consent
of the Company:



 









 






	 	a.	 	directly or indirectly engage in, or
	 
	 	b.	 	assist or have an active interest in
(whether as proprietor, partner, investor, shareholder, officer,
director or any type of principal whatsoever), or enter the employ
of, or act as agent for, or advisor or consultant to, any person,
firm, partnership, association, corporation or business
organization, entity or enterprise which is or is about to become
directly or indirectly engaged in,






any business which is competitive with any business of the Company or
any subsidiary or affiliate thereof in which the Participant is or was
engaged; provided, however, that the foregoing provisions of this
definition are not intended to include (or classify as “Cause”) the
Participant’s purchasing, for investment, not in excess of 1% of any
class of stock or other corporate security of any company which is
registered pursuant to Section 12 of the Securities Exchange Act of
1934.



                    The Committee shall determine whether or not Cause existed for termination of Participant’s
employment unless the Participant has a written employment agreement with the Company, in which
case the determination shall be made in the manner provided under the Participant’s said employment
agreement.



               (f) “Change in Control” means a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A promulgated under the Securities Exchange Act of
1934 as in effect on the date hereof (“1934 Act”), or if Item 6(e) is no longer in effect, any
regulations issued by the Securities and Exchange Commission pursuant to the 1934 Act which serve
similar purposes; provided that, without limitation, such a change in control shall be deemed to
have occurred if (i) Kennametal shall be merged or consolidated with any corporation or other
entity other than a merger or consolidation with a corporation or other entity all of whose equity
interests are owned by Kennametal immediately prior to the merger or consolidation, or (ii)
Kennametal shall sell all or substantially all of its operating properties and assets to another
person, group of associated persons, or corporation; or (iii) any “person” (as such term is used in
Sections 13(d) and 14(d) of the 1934 Act), is or becomes a beneficial owner, directly or
indirectly, of securities of Kennametal representing 25% or more of the combined voting power of
Kennametal’s then outstanding securities coupled with or followed by the existence of a majority of
the board of directors of Kennametal consisting of persons other than persons who either were
directors of Kennametal immediately prior to or were nominated by those persons who were directors
of Kennametal immediately prior to such person becoming a beneficial owner, directly or indirectly,
of securities of Kennametal representing 25% or more of the combined voting power of Kennametal’s
then outstanding securities.



               (g) “Committee” means the Compensation Committee of the Board, or such other committee
designated by the Board to discharge the duties of the Committee hereunder.



 









 





               (h) “Company” means Kennametal Inc., a Pennsylvania corporation, or any successor thereto.



               (i) “Credited Service” means, except as provided in Section 1.4(c), completed calendar months
of service while a Participant. A Participant’s Credited Service shall begin on the first day of
the month following, or, if earlier, the first day of the month coincident with, the date of the
Participant’s election as an Officer and designation by the Committee as a Participant in the Plan;
provided that the Committee, in its sole and absolute discretion, may specify a different effective
date for the Participant’s Credited Service to begin (though such different specified date shall be
the first day of a calendar month). Except as provided in Section 1.4(c), a Participant’s Credited
Service shall end on the last day of the calendar month preceding, or, if later, the last day of
the calendar month coinciding with, the first to occur of: (a) the termination of the Participant’s
employment with the Company, or (b) the 181st consecutive business day that Participant shall have
been absent from his principal office at the Company’s offices because of Disability.



               (j) “Disability” means such incapacity due to physical or mental illness or injury, as causes
the Participant to be absent from his principal office at the Company’s offices for the entire
portion of 180 consecutive business days.



               (k) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



               (l) “Final Average Earnings” means



                    (i) The annual average of a Participant’s monthly Base Salary plus monthly Target Bonus
amounts (whether or not any bonuses were in fact awarded to the Participant) for the 36 completed
calendar months of Credited Service preceding the date on which Participant’s employment ends
(irrespective of either (a) non accrual of additional benefits, during all or part of such 36
months, based upon Credited Service due to the 500% maximum accrual limit under Section 2.2; or (b)
any forfeiture of 24 months of Credited Service, pursuant to Section 2.5, in calculating his or her
Vested Benefit). In the event a Participant has less than 36 completed calendar months of Credited
Service, then, for purposes of calculating Final Average Earnings, then the Participant’s average
Base Salary plus Target Bonus amounts shall be based on only the actual number of completed
calendar months preceding the date on which the Participant’s Credited Service ends.



                    (ii) A Participant’s Final Average Earnings shall be determined without regard to any
limitations on compensation under the IRC, including those under IRC § 401(a)(17).



               (m) “IRC” means the Internal Revenue Code of 1986, as amended, and any successor code or law.



               (n) “Monthly Accrual Rate” has the meaning set forth at Section 2.1.



               (o) “Officer” means a corporate officer of the Company elected by the Board.



 









 





               (p) “Participant” means any individual who has initially satisfied the eligibility
requirements set forth in Section 1.4 and who has an Accrued Benefit under the Plan.



               (q) “Plan” means the plan of nonqualified executive retirement benefits set forth in this
document, as the same may be amended from time to time.



               (r) “Plan Year” means the twelve-month period coinciding with the Company’s fiscal year,
beginning each July 1 and ending on the following June 30



               (s) “Section 409A” shall mean Section 409A of the Internal Revenue Code, the regulations and
other binding guidance promulgated thereunder.



               (t) “Target Bonus” means the cash award (stated as a percentage of Base Salary) for which the
Participant is eligible under his or her salary classification pursuant to Kennametal Inc.
Management Performance Bonus Plan.



               (u) .“Terminate” or “Termination” when used with reference to employment means a Participant’s
death, retirement or other termination of employment with the Company and all of its controlled
group members within the meaning of Section 409A. For purposes hereof, the determination of
controlled group members shall be made pursuant to the provisions of Section 414(b) and 414(c) of
the Code; provided that the language “at least 50 percent” shall be used instead of “at least 80
percent” in each place it appears in Section 1563(a)(1),(2) and (3) of the Code and Treas. Reg. §
1.414(c)-2. Whether a Participant has a termination of employment will be determined based on all
of the facts and circumstances and in accordance with Section 409A.



               (v) “Vested Benefit” means the portion, if any, of a Participant’s Accrued Benefit in which
such Participant has earned vested and nonforfeitable rights under the provisions of the Plan,
including, but not limited to, Sections 2.5. Nevertheless, any Participant’s Vested Benefit is
subject to divestment and forfeiture pursuant to Sections 2.6 and 2.7.



          1.3 Administration.




               (a) The Committee shall administer the Plan and have sole and absolute authority and
discretion to decide all matters relating to the administration of the Plan, including, without
limitation, determining the rights and status of Participants or their beneficiaries under the
Plan. The Committee is authorized to interpret the Plan, to adopt administrative rules,
regulations, and guidelines for the Plan, to make factual determinations (including determinations
as to the designation of beneficiaries), and to correct any defect, supply any omission or
reconcile any inconsistency or conflict in the Plan, and to appoint delegates to carry out
ministerial administrative matters under the Plan. The Committee’s determinations under the Plan
need not be uniform among all Participants, or classes or categories of Participants, and may be
applied to such Participants, or classes or categories of Participants, as the Committee, in its
sole and absolute discretion, considers necessary, appropriate or desirable. All determinations by
the Committee shall be final, conclusive and binding on the Company, the Participant and any and
all interested parties.



 









 





               (b) Without limiting the generality of the grant of authority to the Committee under Section
1.3(a), the Committee, in its sole and absolute discretion and with no obligation to apply its
discretion in a uniform manner, shall have full authority to waive a Participant’s satisfaction of
the
requirement of Section 2.5(d) that the Participant remain employed with the Company until age
62 to become 100% vested in his or her Accrued Benefit.



               (c) The provisions of the Plan shall be administered, interpreted and construed in a manner
intended to comply with IRC § 409A and the regulations issued thereunder (or such provision shall
be disregarded to the extent that it cannot be so administered, interpreted or construed). It is
intended that distribution events authorized under the Plan qualify as permissible distribution
events for purposes of Section 409A of the Code, and the Plan shall be interpreted and construed
accordingly in order to comply with Section 409A. The Committee reserves the right to accelerate,
delay or modify distributions to the extent permitted under Section 409A. Notwithstanding any
provision of the Plan to the contrary, in no event shall the Committee (or any member thereof), or
the Company (or its employees, officers, directors or affiliates) have any liability to any
Participant (or any other person) due to the failure of the Plan to satisfy the requirements of
Section 409A or any other applicable law.



          1.4 Eligibility and Participation.




               (a) Participation in the Plan is limited to a select group of highly-compensated management
employees as referred to in ERISA §§ 201(2), 301(a)(3) and 401(a)(1). In particular,
participation in the Plan is limited to each key executive of the Company who satisfies the
requirements of either (i) or (ii):



                    (i) (A) He or she has been elected an Officer of the Company by the Board on or after July 31,
2006, and (B) he or she has specifically been designated by the Committee as eligible to
participate in the Plan.



                    (ii)     




a. Pursuant to designation by the Committee, he or she is a current
participant in the Company’s existing Supplemental Executive Retirement
Plan as of July 31, 2006.




b. He or she shall not have attained the age of 56 as of December 31,
2006. And




c. He or she has elected to become a Participant in this Plan effective
as of July 31, 2006 with respect to all of his or her prior service as
an Officer of the Company while a designated participant in the
Company’s existing Supplemental Executive Retirement Plan, as well as
future service as an Officer, and to receive no benefits from the
Company’s existing Supplemental Executive Retirement Plan.



               (b) A Participant in the Plan shall cease to be a Participant upon receiving payment for the
full amount of benefits to which the Participant is entitled under the Plan.



 









 





               (c) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may
elect to terminate a Participant’s continued participation in the Plan at any time with
respect to accrual of additional benefits after the effective date of the Committee’s action,
irrespective of factors such as, but not limited to, continued employment by the Company, officer
status, etc.



Article II. — Retirement Benefits




          2.1 Monthly Accrual Rate




               A Participant shall accrue benefits under the Plan at a percentage of his or her Final Average
Earnings for each completed calendar month of the Participant’s Credited Service at the applicable
rate set forth below:



	 	 	 
	Attained Age during the Calendar Month	 	Monthly Accrual
	Less than 46
	 	1.0417% (equivalent to 12.5004% per year)
	46 but less than 51
	 	1.5625% (equivalent to 18.7500% per year)
	51 but less than 56
	 	2.0833% (equivalent to 24.9996% per year)
	56 but less than 59
	 	2.6042% (equivalent to 31.2504% per year)
	59 and up
	 	3.1250% (equivalent to 37.5000% per year)






          The accumulated benefit of a Participant pursuant to the foregoing is such Participant’s
Accrued Benefit.




          2.2 Maximum Accrued Benefit




               Notwithstanding Section 2.1, the maximum accumulated total monthly accruals that any
Participant may earn under Section 2.1, and receive under the Plan, is 500%.



          2.3 Examples of Accrued Benefit Determination




               Example 1: An Officer is designated by the Committee to participate in the Plan effective July
1, 2006. The Participant is then age 38, having been born on January 13, 1968. She will attain
age 46 in January 2014; age 51 in January 2019; age 56 in January 2024; and age 59 in January 2027.
The Participant’s employment terminates on June 27, 2026 and, pursuant to Section 1.2(i), has
Credited Service only through May 31, 2026. Such Participant’s Accrued Benefit under the Plan
would be calculated as a percentage of her Final Average Earnings, as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7-1-2006 to 12-31-2013	 	=
	 	90 months x 1.0417%	 	 	=	 	 	 	93.7530%	 
	1-1-2014 to 12-31-2018	 	=
	 	60 months x 1.5625%	 	 	=	 	 	 	93.7500%	 
	1-1-2019 to 12-31-2023	 	=
	 	60 months x 2.0833%	 	 	=	 	 	 	124.9980%	 
	1-1-2024 to   5-31-2026	 	=
	 	29 months x 2.6042%	 	 	=	 	 	 	75.5218%	 
	 	 
	Total Accrued Benefit	 	 
	 	 	 	 	 	 	 	 	 	 	388.02% of Final Average Earnings






 









 






          Example 2: An Officer is designated by the Committee to participate in the Plan effective as
of July 1, 2006. The Participant is then age 50, having been born on January 25, 1956. He will
attain age 51 in January 2007; age 56
in January 2012; and age 59 in January 2015. The
Participant’s employment terminates on December 31, 2022, when he is 66. Such Participant’s
Accrued Benefit under the Plan would be calculated as a percentage of his Final Average Earnings,
as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7-1-2006 to 12-31-2006	 	=
	 	  6 months x 1.5625%	 	 	=	 	 	 	9.3750%	 
	1-1-2007 to 12-31-2011	 	=
	 	60 months x 2.0833%	 	 	=	 	 	 	124.9980%	 
	1-1-2012 to 12-31-2014	 	=
	 	36 months x 2.6042%	 	 	=	 	 	 	93.7512%	 
	1-1-2015 to   3-31-2022	 	=
	 	87 months x 3.1250%	 	 	=	 	 	 	271.8750%	 
	 	 
	Total Accrued Benefit	 	 
	 	 	 	 	 	 	 	 	 	 	    500.00% of Final Average Earnings 






     Note that, pursuant to Section 2.2, there is no further accrual of benefits once the Accrued
Benefit reaches 500%, based on Credited Service through March 31, 2022.



          2.4 Dollar Amount of Accrued Benefit Not to Decline.




               At no time shall the dollar amount of a Participant’s Accrued Benefit decline below the
amount of such benefit, calculated pursuant to the formula set forth in Section 2.1 and the maximum
limit set forth in Section 2.2, as of the June 30 (the last day of the Plan Year) preceding the
current date of reference.



               Accordingly, and for example, the dollar amount of each Participant’s Accrued Benefit shall be
calculated as of each June 30 pursuant to the formula set forth in Section 2.1 and the maximum
limit set forth in Section 2.2. Should the amount determined pursuant to any such calculation be
less than the amount determined as of the immediately preceding June 30 (notwithstanding the
Participant’s having an additional year of Credited Service as of the date of the current
calculation), then the amount calculated as of the immediately preceding June 30 shall apply for
purposes of the Plan.



               However, the dollar amount of benefits a Participant may be entitled to receive from the Plan
is subject to the provisions of Section 2.5.



          2.5 Vesting of Accrued Benefit.




               Subject to the forfeiture provisions set forth in Sections 2.6 and 2.7:



               (a) A Participant who attains the age of 62 while employed by the Company shall become 100%
vested in his or her Accrued Benefit under the Plan, including any additional Accrued Benefit he or
she may earn by virtue of Credited Service after attaining age 62.



               (b) Prior to attaining age 62 while employed by the Company, a Participant shall, upon
accruing a percentage of Final Average Earnings equal to 150% or higher, become vested in such
Accrued Benefit and future increments thereto.



 









 





               (c) A Participant who is employed by the Company on the date of a Change in Control shall
become vested in his or her Accrued Benefit under the Plan, including any additional Accrued
Benefit he or she may earn by virtue of Credited Service after such Change in Control.



               (d) Notwithstanding Sections 2.5(b) and 2.5(c), if the Participant’s employment with the
Company terminates voluntarily or involuntarily (other than for Cause, see Section 2.6) prior to
attainment of age 62, then the Participant shall forfeit the last 24 months of Credited Service
used in calculating his or her Accrued Benefit, and his or her Vested Benefit (if any) shall be
calculated based on his or her accumulated Credited Service percentages, less the last 24 months,
multiplied by his or her Final Average Earnings (determined as of the date of termination of
employment). However, such forfeiture of Credited Service shall not apply if the Participant’s
termination of employment is because of his or her death or follows his or her incurring a
Disability.



               (e) The operation of Section 2.5 is illustrated by the following examples:



               Example 1: This example replicates Example 1 in Section 2.3. An Officer is designated by the
Committee to participate in the Plan effective July 1, 2006. The Participant is then age 38,
having been born on January 13, 1968. She will attain age 46 in January 2014; age 51 in January
2019; age 56 in January 2024; and age 59 in January 2027. The Participant’s employment terminates
on June 27, 2026 (other than by reason of Disability or death). Such Participant’s Vested Benefit
under the Plan would be calculated as a percentage of her Final Average Earnings, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7-1-2006 to 12-31-2013	 	=
	 	90 months x 1.0417%	 	 	=	 	 	 	93.7530%	 
	1-1-2014 to 12-31-2018	 	=
	 	60 months x 1.5625%	 	 	=	 	 	 	93.7500%	 
	1-1-2019 to 12-31-2023	 	=
	 	60 months x 2.0833%	 	 	=	 	 	 	124.9980%	 
	1-1-2024 to   5-31-2024	 	=
	 	5 months x 2.6042%	 	 	=	 	 	 	13.0210%	 
	 	 
	Total Vested Benefit	 	 
	 	 	 	 	 	 	 	 	 	 	325.52% of Final Average Earnings






               Example 2: A Participant has an Accrued Benefit of 148% of Final Average earnings at the time
of her Disability or death. Inasmuch as the Participant’s Accrued Benefit had not reached the
minimum level of 150% required for vesting pursuant to Section 2.5(b), the Participant has no
Vested Benefit under the Plan and nothing is payable to the Participant or, in the case of death,
to the Participant’s Beneficiary.



               Example 3: A Participant has an Accrued Benefit of 148% of Final Average earnings at the time
of the occurrence of a Change in Control. The Participant’s employment terminates immediately
following the Change of Control. The Participants Vested Benefit is calculated based on his
Credited Service at the date of termination of employment reduced by the Accrued Benefit
attributable to the 24 months of Credited Service preceding his termination of employment.



               Example 4: An Officer is designated by the Committee to participate in the Plan effective July
1, 2006. The Participant is then age 32—about to become 33—having been born on July 4, 1973.
She will attain age 46 in July 2019; age 51 in July 2024; age 56 in July 2029; and age 59 in July
2032. The Participant voluntarily terminates employment on June 30, 2033, when she is age 59.



 









 




Such Participant’s Accrued Benefit under the Plan would be calculated as a percentage of her Final
Average Earnings, as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7-1-2006 to 6-30-2019	 = 
	156 months x 1.0417%	 	=	 	 	 	162.5052%	 
	7-1-2019 to 6-30-2024	 = 
	60 months x 1.5625%	 	=	 	 	 	93.7500%	 
	7-1-2024 to 6-30-2029	 = 
	60 months x 2.0833%	 	=	 	 	 	124.9980%	 
	7-1-2029 to 6-30-2032	 = 
	36 months x 2.6042%	 	=	 	 	 	93.7512%	 
	7-1-2032 to 2-28-2033	 = 
	8 months x 3.1250%	 	=	 	 	 	25.0000%	 
	 	 
	Total Accrued Benefit (maximum Accrued Benefit)	 	 	500.00% of Final Average Earnings





However, because the Participant’s employment terminated prior to attainment of age 62 and other
than because of her death or following a Disability, her Vested Benefit is calculated as follows:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7-1-2006 to 6-30-2019	 	=
	 	156 months x 1.0417%	 	 	=	 	 	 	162.5052%	 
	7-1-2019 to 6-30-2024	 	=
	 	60 months x 1.5625%	 	 	=	 	 	 	93.7500%	 
	7-1-2024 to 6-30-2029	 	=
	 	60 months x 2.0833%	 	 	=	 	 	 	124.9980%	 
	7-1-2029 to 2-28-2031	 	=
	 	20 months x 2.6042%	 	 	=	 	 	 	52.0840%	 
	 	 
	Total Vested Benefit	 	 
	 	 	 	 	 	 	 	 	 	 	433.34% of Final Average Earnings






          2.6 Forfeiture for Cause




          Notwithstanding anything in this Plan to the contrary, if a Participant’s employment with the
Company terminates on account of Cause (which includes voluntary resignation in lieu of involuntary
termination on account of Cause), no benefits will be payable hereunder. All benefits of any
nature, whether vested or unvested, shall be forfeited and the Participant shall have no further
rights under the Plan.




          2.7 Forfeiture for Competition




          Except in the case of a Participant who has become Vested in his or her Accrued Benefit upon
the occurrence of a Change in Control, the payment of a Participant’s Vested Benefit under this
Plan is expressly conditioned upon the non-competition of the Participant with the Company, and his
or her nonsolicitation of customers and/or employees of the Company, for a period of three years
after the Participant leaves the Company. Accordingly, unless the Participant first secures the
written consent of the Board or the Committee, he or she shall not directly or indirectly, as an
officer, director, employee, consultant, agent, partner, joint venturer, proprietor, or other,
engage in or assist any business which is or may become in direct or indirect competition with the
Company or any of its subsidiaries, other than as a mere investor holding not more than one percent
of the equity interest of any such competing enterprise; nor shall he or she solicit customers or
employees of the Company or any of its subsidiaries. In the event that the Committee makes a
good-faith determination that a Participant who is entitled to receive a Vested Benefit under the
Plan, or who has already received a Vested Benefit under the Plan, is or may be violating the
non-competition provisions hereof, it shall immediately notify him or her of such finding in
writing and afford him or her a reasonable opportunity (a period of not less than sixty days) to
rebut such finding, or to desist from such competitive activity. In the event that the Committee
believes that a violation of the non-competition




 









 





provision continues uncorrected following the
sixty-day period, it shall direct that the Participant (including any Beneficiary claiming through
the Participant) shall forfeit any right to future payment of a Benefit under the Plan, and if the
Participant has already received a Benefit under the Plan, the Committee is authorized and directed
to undertake legal proceedings against the Participant to recover such Benefit.




Article III. — Distribution of Benefit




          3.1 Date of Distribution of Benefits




          A Participant’s Vested Benefit shall be paid in a cash lump sum to the Participant (or, as
applicable, the Participant’s Beneficiary) not later than 30 days following first to occur of:




               (a) the date of the Participant’s death;



               (b) the date that is six months after the date of the Participant’s termination of employment.



Article IV. — Funding By Company




          4.1 Unsecured Obligation of Company.




               (a) Any benefit payable pursuant to this Plan shall be paid from the general assets of the
Company. Nothing contained in this Plan and no action taken pursuant to the provisions of this
Plan shall create a trust of any kind or a fiduciary relationship between any Participant (or any
other interested person) and the Company or the Committee, or require the Company to maintain or
set aside any specific funds for the purpose of paying any benefit hereunder. To the extent that a
Participant or any other person acquires a right to receive payments from the Company under this
Plan, such right shall be no greater than the right of any unsecured general creditor of the
Company.



               (b) If the Company maintains a separate fund or makes specific investments, including the
purchase of insurance insuring the life of a Participant, to assure its ability to pay any benefits
due under this Plan, neither the Participant nor the Participant’s Beneficiary shall have any legal
or equitable ownership interest in, or lien on, such fund, policy, investment or any other asset of
the Company. The Company, in its sole discretion, may determine the exact nature and method of
informal funding (if any) of the obligations under this Plan. If the Company elects to maintain a
separate fund or makes specific investments to fund its obligations under this Plan, the Company
reserves the right, in its sole discretion, to terminate such method of funding at any time, in
whole or in part.



Article V. — Beneficiaries




          5.1 Beneficiary Designations.




          A Participant may designate a Beneficiary under the Plan only by signing an instrument (in
form acceptable to the Committee) and filing the same with the Committee or its delegate prior to
the Participant’s death. In the absence of such a designation and at any other time when there is
no




 









 




existing Beneficiary designated hereunder, the unpaid value of the Participant’s Vested
Benefit to which a Beneficiary was entitled shall be distributed to the Participant’s surviving
spouse, if any; otherwise to the Participant’s issue per stirpes, if any; otherwise to the
Participant’s estate. A Beneficiary who dies or which ceases to exist shall not be entitled to any
part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s
designation specifically provides to the contrary. If two or more persons designated as a
Participant’s Beneficiary are in existence, the amount of any payment to the Beneficiary under this
Plan shall be divided equally among such persons, unless the Participant’s designation specifically
provides to the contrary.




          5.2 Change in Beneficiary.




          A Participant may, at any time and from time to time, change a Beneficiary designation
hereunder without the consent of any existing Beneficiary or any other person. Any change in
Beneficiary shall be made only by an instrument (in form acceptable to the Committee) signed by the
Participant, and any change shall be effective only if signed by the Participant and received by
the Committee or its delegate prior to the death of the Participant.




Article VI. — Claims Procedures




          6.1 Claims for Benefits.




          The Committee shall determine the rights of any Participant to any benefits hereunder. Any
Participant who believes that he or she has not received the benefits to which he is entitled under
the Plan may file a claim in writing with the Committee. The Committee shall, no later than 90
days after the receipt of a claim (plus an additional period of 90 days if required for processing,
provided that notice of the extension of time is given to the claimant within the first 90-day
period), either allow or deny the claim in writing. If a claimant does not receive written notice
of the Committee’s decision on his claim within the above-mentioned period, the claim shall be
deemed to have been denied in full.




          A denial of a claim by the Committee, wholly or partially, shall be written in a manner
calculated to be understood by the claimant and shall include:




               (a) the specific reasons for the denial;



               (b) specific reference to pertinent Plan provisions on which the denial is based;



               (c) a description of any additional material or information necessary for the claimant to
perfect the claim and an explanation of why such material or information is necessary; and



               (d) an explanation of the claim review procedure and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil action under Section
502(a) of ERISA.



          6.2 Appeal Provisions.




          A claimant whose claim is denied (or his duly authorized representative) may within 60 days
after receipt of denial of a claim file with the Committee a written request for a review of such
claim.




 









 




If the claimant does not file a request for review of his claim within such 60-day period,
the claimant shall be deemed to have acquiesced in the original decision of the Committee on his
claim, the decision shall become final and the claimant will not be entitled to bring a civil
action under ERISA § 502(a). If such an appeal is so filed within such 60-day period, the
Committee (or its delegate) shall conduct a full and fair review of such claim. During such
review, the claimant (or the claimant’s authorized representative) shall be given the opportunity
to review all documents that are pertinent to his claim and to submit issues and comments in
writing.




          The Committee (or its delegate) shall mail or deliver to the claimant a written decision on
the matter based on the facts and the pertinent provisions of the Plan within 60 days after the
receipt of the request for review (unless special circumstances require an extension of up to 60
additional days, in which case written notice of such extension shall be given to the claimant
prior to the commencement of such extension). Such decision shall be written in a manner
calculated to be understood by the claimant, shall state the specific reasons for the decision and
the specific Plan provisions on which the decision was based and shall, to the extent permitted by
law, be final and binding on all interested persons. If the decision on review is not furnished to
the claimant within the above-mentioned time period, the claim shall be deemed to have been denied
on review.




          6.3 Further Proceedings




          If a Participant’s claim for benefits is denied in whole or in part, such Participant may file
suit only in a state court located in Westmoreland County, Pennsylvania or federal court located in
Allegheny County, Pennsylvania. Notwithstanding, before such Participant may file suit in a state
or federal court, Participant must exhaust the Plan’s administrative claims procedure. If
any such judicial or administrative proceeding is undertaken, the evidence presented will be
strictly limited to the evidence timely presented to the Plan Administrator. In addition, any such
judicial or administrative proceeding must be filed within six months after the Plan
Administrator’s final decision.




Article VII. — Miscellaneous




          7.1 Withholding.




          The Company shall have the right to withhold from any benefits payable under the Plan or other
wages payable to a Participant an amount sufficient to satisfy all federal, state and local tax
withholding requirements, if any, arising from or in connection with the Participant’s receipt or
vesting of benefits under the Plan.




          7.2 No Guarantee of Employment.




          Nothing in this Plan shall be construed as guaranteeing future employment to any Participant.
Without limiting the generality of the preceding sentence, except as otherwise set forth in a
written
agreement, a Participant continues to be an employee of the Company solely at the will of the
Company, subject to discharge at any time, with or without Cause. The benefits provided for herein
for a Participant shall not be deemed to modify, affect or limit any salary or salary increases,
bonuses, profit sharing or any other type of compensation of a Participant in any manner
whatsoever. Except as




 









 




otherwise specifically provided herein, nothing contained in this Plan shall
affect the right of a Participant to participate in or be covered by or under any qualified or
nonqualified pension, profit sharing, group, bonus or other supplemental compensation, retirement
or fringe benefit Plan constituting any part of the Company’s compensation structure whether now or
hereinafter existing.




          7.3 Payment to Guardian.




          If a benefit payable hereunder is payable to a minor, to a person declared incompetent or to a
person incapable of handling the disposition of his property, the Committee may direct payment of
such benefit to the guardian, legal representative or person having the care and custody of such
minor, incompetent or person. The Committee may require such proof of incompetency, minority,
incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Such
distribution shall completely discharge the Company and each subsidiary from all liability with
respect to such benefit.




          7.4 Assignment.




          No right or interest under this Plan of any Participant or Beneficiary shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or
other legal process or in any manner be liable for or subject to the debts or liabilities of the
Participant or Beneficiary.




          7.5 Severability.




          If any provision of this Plan or the application thereof to any circumstance(s) or person(s)
is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the
application of such provision to other circumstances or persons shall not be affected thereby.




          7.6 Amendment and Termination.




               (a) The Company may at any time (without the consent of any Participant) modify, amend or
terminate any or all of the provisions of this Plan; provided, however, that no modification,
amendment or termination of this Plan shall adversely affect the Accrued Benefit rights of a
Participant under the Plan, determined as of the date of such action, without the consent of such
Participant. Notwithstanding the foregoing or any provision of the Plan to the contrary, the
Company may at any time (without the consent of any Participant) modify, amend or terminate any or
all of the provisions of this Plan to the extent necessary or advisable to conform the provisions
of the Plan with IRC § 409A, the regulations issued thereunder or an exception thereto, regardless
of whether such modification, amendment or termination of this Plan shall adversely affect the
rights of a Participant under the Plan.



               (b) The Committee is authorized, in its sole and complete discretion, to act for the Company
in exercising the Company’s powers of amendment and termination as described in Section 7.6(a).



 









 





          7.7 Exculpation and Indemnification




          The Company shall indemnify and hold harmless the members of the Committee from and against
any and all liabilities, costs and expenses incurred by such persons as a result of any act, or
omission to act, in connection with the performance of such person’s duties, responsibilities and
obligations under the Plan, other than such liabilities, costs and expenses as may result from the
gross negligence, willful misconduct, and/or criminal acts of such persons.




          7.8 Confidentiality.




          In further consideration of the benefits available to each Participant under this Plan, each
Participant shall agree that, except as such may be disclosed in financial statements and tax
returns, or in connection with estate planning, all terms and provisions of this Plan, and any
agreement between the Company and the Participant entered into pursuant this Plan, are and shall
forever remain confidential until the death of Participant; and the Participant shall not reveal
the terms and conditions contained in this Plan or any such agreement at any time to any person or
entity, other than his respective financial and professional advisors unless required to do so by a
court of competent jurisdiction or as otherwise may be required by law.




          7.9 Leave of Absence.




          The Company may, in its sole discretion, permit a Participant to take a leave of absence for a
period not to exceed one year. Any such leave of absence must be approved by the Company. During
this time, the Participant will still be considered to be in the employ of the Company for purposes
of this Plan.




          7.10 Gender and Number.




          For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed
to include the feminine, the feminine gender shall be deemed to include the masculine, and the
singular shall include the plural unless otherwise clearly required by the context.




          7.11 Governing Law.




          Except as otherwise preempted by the laws of the United States, this Plan shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to its conflict of law provisions.




Article VIII. — STATEMENT OF ERISA RIGHTS




          Each Participant in the Plan is entitled to certain rights and protections under ERISA. ERISA
provides that all Participants shall be entitled to:




          Receive Information About the Plan and Benefits




          Examine, without charge, at the Plan Administrator’s office, all documents governing the Plan.




 









 








          Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan and an updated summary plan description. The Plan Administrator may make a
reasonable charge for the copies.




          Prudent Actions by Plan Fiduciaries




          In addition to creating rights for Participants, ERISA imposes duties upon the people who are
responsible for the operation of the employee benefit plan. The people who operate the Plan,
called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of
Participants and beneficiaries. No one, including a Participant’s employer or any other person,
may fire such Participant or otherwise discriminate against a Participant in any way to prevent
such Participant from obtaining a welfare benefit or exercising such Participant’s rights under
ERISA. However, this rule neither guarantees continued employment, nor affects the Company’s right
to terminate a Participant’s employment for other reasons.




          Enforce Participant Rights




          If a Participant’s claim for a benefit is denied or ignored, in whole or in part, a
Participant has a right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time schedules.




          Under ERISA, there are steps a Participant can take to enforce the above rights. For
instance, if a Participant requests a copy of Plan documents and does not receive them within 30
days, such Participant may file suit in a Federal court. In such a case, the court may require the
Plan Administrator to provide the materials and pay such Participant up to $110 a day until
Participant receives the materials, unless the materials were not sent because of reasons beyond
the control of the Plan Administrator. If a Participant has a claim for benefits which is denied
or ignored, in whole or in part, such Participant may file suit in a state or Federal court. If a
Participant is discriminated against for asserting such Participant’s rights, such Participant may
seek assistance from the U.S. Department of Labor, or may file suit in a Federal court. The court
will decide who should pay court costs and legal fees. If a Participant is successful the court
may order the person such Participant has sued to pay these costs and fees. If a Participant
loses, the court may order such Participant to pay these costs and fees, for example, if it finds
such Participant’s claim is frivolous.




          Assistance with Participant Questions




          If a Participant has any questions about the Plan, such Participant should contact the Plan
Administrator. If a Participant has any questions about this statement or about such Participant’s
rights under ERISA, or if a Participant needs assistance in obtaining documents from the Plan
Administrator, such Participant should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in such Participant’s telephone directory or the
Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. A Participant may also
obtain certain publications about such Participant’s rights and responsibilities under ERISA by
calling the publications hotline of the Employee Benefits Security Administration.




 









 





Article IX. — SUMMARY INFORMATION




          Name of Plan: The name of the plan under which benefits are provided is the
Kennametal Inc. 2006 Executive Retirement Plan




          Plan Sponsor: The Sponsor of the Plan is:



Kennametal Inc.

1600 Technology Way

P. O. Box 231

Latrobe, PA 15650-0231



Telephone: (724) 539-5000




          Plan Administrator: The Plan Administrator of the Plan is:



The Compensation Committee of the Board of Directors

Kennametal Inc.

1600 Technology Way

P. O. Box 231

Latrobe, PA 15650-0231



Telephone: (724) 539-5000




          Employer Identification Number: The Employer Identification Number (EIN) assigned to
the Plan Sponsor by the Internal Revenue Service is 25-0900168.




          Type of Plan: Nonqualified unfunded deferred compensation plan (“top hat”).




          Type of Administration: The Plan is administered by the Plan Administrator without
use of third party administrators or insurers.




          Funding: Benefits payable under the Plan are provided from the general assets of the
Company.




          Agent for Service of Legal Process: For disputes arising under the Plan, service of
legal process may be made upon the General Counsel of Plan Sponsor.




          Plan Year: The Plan’s fiscal records are kept on a June 30 fiscal year basis (July 1
to June 30).




[Signature on Following Page]




 









 








     This amendment and restatement of the Plan has been duly executed by the undersigned and is
effective this 30th day of December, 2008.



	 	 	 	 	 
	 	Kennametal Inc.

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

          Counsel