EX-10.1






Exhibit 10.1




KENNAMETAL INC.




DEFERRED FEE PLAN FOR OUTSIDE DIRECTORS 




As Amended and Restated on December 30, 2008




     1. Name and General Provisions



     This plan is known as the Kennametal Inc. Deferred Fee Plan for Outside Directors (the
“Plan”) and is maintained by Kennametal Inc. (the “Company”) for the benefit of non-employee
members of the Board of Directors of the Company, and is designed to permit such non-employee
members of the Board of Directors to defer all or a portion of their service cash fees as provided
more fully herein. The Plan is amended and restated as set forth herein to comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder
(“Section 409A”).



     2. Eligibility



     Only those members of the Board of Directors of the Company who are not otherwise employed by
the Company or any subsidiary or affiliate thereof in an executive or other capacity shall be
eligible to participate in this Plan. For purposes of the Plan, such eligible persons are referred
to as “Outside Directors.”



     3. Administration of the Plan



     The Plan shall be administered by the Nominating/Corporate Governance Committee of the Board
of Directors of the Company, or such other committee or person designated by the Company
(hereinafter referred to as the “Administrator”). The Administrator has sole authority and
discretion to decide all matters relating to the administration of the Plan, including, without
limitation, the authority to interpret and construe the Plan, to make all determinations and take
all other actions necessary or advisable for the administration of the Plan, and to delegate to
employees of the Company the authority to perform administrative functions under the Plan. The
Administrator’s interpretation of this Plan shall be final and conclusive on all persons, subject
to any interpretation by the Board of Directors of the Company.



     4. Election to Defer Fees



     An Outside Director may elect to defer all or a portion of the cash fees such person is
entitled to receive from the Company for services as a director (including services on any
Committee of the Board of Directors for which committee fees are specifically authorized) performed
during any full calendar year in which the Plan is in effect. An election to defer receipt of fees
with respect to any calendar year shall be irrevocable and shall be made in writing, on a form
prescribed by the Administrator, prior to the beginning of such calendar year (or such other date
as permitted by the Committee to the extent consistent with Section 409A). A director electing to
defer fees shall, as part of the election, select the time and manner of payment of deferred fees,
all as more fully described herein.



 









 





     An Outside Director who first becomes eligible to participate in the Plan may, to the extent
permitted by the Administrator, file an election (“Initial Election”) at any time prior to the
30-day period following the date on which the Outside Director initially becomes eligible to
participate in the Plan. Any such Initial Election shall only apply to fees earned and payable for
services rendered after the date on which the Initial Election is delivered to the Administrator
and becomes irrevocable. Accordingly, if an Initial Election is made in the first-year of
eligibility but after the beginning of the performance period, then, with respect to fees that are
earned based on a specific performance period, the Initial Election shall only apply to the total
amount of any such fees multiplied by the ratio of (i) the number of days remaining in the
performance period after the Initial Election to (ii) the total number of days in the performance
period.



     5. Continuation and Termination of Deferral



     Except as otherwise specifically provided in a deferral election form, an deferral election
shall remain in effect only for the calendar year to which it applies.



     6. Plan Account



     Deferred fees shall be credited by the Company in an “Interest Account” established for the
Outside Director. The Plan shall be unfunded; and payments of deferred fees shall be made out of
the general corporate funds of the Company. The designation of a deferred fee account as an
Interest Account is for bookkeeping purposes of the Plan only and shall not be interpreted as
establishing an independent, separately identified account of the Company. To the extent that any
person acquires a right to receive payments from the Company under the Plan, such right shall be no
greater than the right of any unsecured creditor of the Company. The Administrator may establish
one or more Interest Accounts for an Outside Director as deemed necessary or appropriate for the
proper administration of the Plan.



     7. Interest Account



     Deferred fees shall be credited to an Outside Director’s Interest Account as of such times or
times as shall be determined by the Administrator, and such deferred fees shall earn interest
monthly at an annual rate of interest equal to a rate of two interest percentage points below
average prime interest per annum for the previous month. Interest rate shall be calculated and
interest amount credited to the Interest Account on first business day of each month for the
previous month. Interest shall accrue on deferred fees in the Interest Account from the date such
fees would have been paid without deferral until the date of payment.



     8. Payment of Deferred Fees



     In accordance with the procedures established by the Administrator, an Outside Director shall
select, in his or her deferral election form, one of the following methods of payment for the
deferred directors’ fees and interest/accumulations thereon,:




     (a) In full on a specified date; or



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     (b) In full or in annual installments beginning on the Director’s separation from
service with the Board of Directors. Installment payments shall be made in substantially
equal amounts over the period of months/years elected by the Outside Director and shall be
paid monthly/annually beginning on the date of the Outside Director’s separation from
service and continuing on each succeeding monthly/annual anniversary date thereof until
fully paid.



     Notwithstanding the payment instructions of the Outside Director, at the death of an Outside
Director, any deferred fees remaining unpaid at the date of death will be paid to the Outside
Director’s designated beneficiary (if any) or to his estate, in full on the 30th day following the
date of the Outside Director’s death (or the next business day if such day is not a business day).
All such beneficiary designations shall be made in writing on a form approved by the Administrator,
signed by the Outside Director and delivered to the Administrator. An Outside Director may from
time to time revoke or change any such beneficiary designation by written notice to the Company.
If there is no beneficiary designation on file with the Administrator at the time of the Outside
Director’s death, or if the person or persons designated therein shall have all predeceased the
Outside Director or otherwise ceased to exist, such distributions shall be made to the Outside
Director’s estate.



     9. Modifications to Distribution Elections



     Subject to such restrictions as may be established by the Administrator, in its discretion, an
Outside Director may modify a prior distribution election by submitting a subsequent written
distribution election (on a form approved and prescribed by the Administrator); provided, however,
a prior distribution election may only be changed if the following requirements are satisfied: (i)
the change will not take effect until twelve (12) months after the election is made; (ii) the
change must be made at least twelve (12) months prior to the previously scheduled payment date (or
initial scheduled payment date in the case of installment payments); and (iii) the payment with
respect to which the change is made must be deferred for at least five (5) years from the date the
payment would otherwise have been made (or initial scheduled payment date in the case of
installment payments); provided, further, the Administrator may, in its discretion, authorize an
Outside Director to change a distribution election under any applicable transition rule authorized
under Section 409A to the extent consistent therewith.



     10. Amendment or Termination



     This Plan may be amended from time to time or may be terminated at any time by resolution of
the Board of Directors of the Company, provided that no amendment or termination shall affect the
rights of any person to amounts which have been deferred under the Plan; provided, further,
termination of the Plan shall not be a distribution event under the Plan unless otherwise permitted
under Section 409A and other applicable law. Notwithstanding the foregoing or any provision of
this Plan to the contrary, the Board of Directors of the Company may, in its sole discretion and
without the Outside Director’s consent, modify or amend the terms of the Plan or an election, or
take any other action it deems necessary or advisable, to cause the Plan to comply with Section
409A (or an exception thereto).



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     11. Nonassignability



     No director, beneficiary or any other person or entity shall have any power to commute,
encumber, sell or otherwise dispose of the rights provided herein; and such rights shall be
nonassigneble and nontransferable.



     12. Noncompetition



     During the period of a director’s tenure on the Board of Directors and the deferral and
payment of any fees hereunder, the director will not, without the prior written consent of
Kennametal, (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
whatever), or (c) 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 became directly or indirectly engaged in the provision of any service which
competes with any service provided or under development by Kennametal, or any subsidiary or
affiliate thereof or the production or sale of any product which competes with any product which is
made, manufactured or under development, or is sold by Kennametal or any subsidiary or affiliate
thereof (provided, however, that this provision is not intended to prohibit a director’s
purchasing, for investment, not in excess of five percent 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).



     Notwithstanding any other provision of this Plan, the Outside Director acknowledges that a
breach of this Paragraph 12 shall result in the forfeiture of any interest or accumulations on
deferred fees credited to the Outside Director’s Interest Account.



     13. Section 409A



     The provisions of this Plan and all elections made hereunder shall be administered,
interpreted and construed in a manner necessary in order to comply with Section 409A or an
exception thereto (or disregarded to the extent such provision cannot be so administered,
interpreted or construed). It is intended that distribution events authorized under this Plan
qualify as a permissible distribution events for purposes of Section 409A, and the Plan shall be
interpreted and construed accordingly in order to comply with Section 409A. The Company reserves
the right to accelerate, delay or modify distributions to the extent permitted under Section 409A.



     For purposes of Section 409A and the Plan: (i) the right to installment payments shall be
treated as the right to a single payment for purposes of distribution and/or deferral elections;
and (ii) a payment shall be treated as made on the scheduled payment date if such payment is made
at such date or a later date in the same calendar year or, if later, by the 15th day of the third
calendar month following the scheduled payment date. Except as specified in Paragraphs 8 and 9, an
Outside Director shall have no right to designate the date of any payment under the Plan.
Notwithstanding any provision herein to the contrary, if an Outside Director is a “specified
employee” for purposes of Section 409A (as determined in accordance with the procedures established
by the Company), any payment to the Outside Director due upon separation from



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service will be
delayed for a period of six months after the date of the Outside Director’s separation from service
(or, if earlier, the death of the Outside Director). Any payment that would otherwise have been due
or owing during such six-month period will be paid on the first business day of the seventh month
following the date of separation from service.




     For purposes of the Plan, a “separation from service” shall mean the Outside Director’s death,
retirement or other termination of service, whether voluntary or involuntary, 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 an Outside Director has a separation from service will
be determined based on all of the facts and circumstances and in accordance with the guidance
issued under Section 409A.



     Notwithstanding any provision of the Plan to the contrary contained herein and with respect to
deferred compensation benefits that were earned and vested under this Plan prior to January 1, 2005
(as determined under Section 409A , “Grandfathered Benefits”), such Grandfathered Benefits shall be
governed and administered solely by the terms of the Plan as in effect on December 31, 2004 as if
such plan were a separate plan (“Grandfathered Plan”, a copy of which attached hereto as Appendix
I). No amendments or other modifications shall be made to the Grandfathered Plan except as
specifically provided therein and as set forth in a separate writing thereto, and no amendment or
modification to the Plan shall be construed as an amendment or modification to the Grandfathered
Plan.



     Notwithstanding any provision of this Plan to the contrary, to the extent the timing of any
benefit payment due under this Plan was modified pursuant to the transition guidance provided by
the Internal Revenue Service concerning the time and form of payment, any such modification shall
only apply to amounts that would not otherwise be payable in 2008 and may not cause an amount to be
paid in 2008 that would not otherwise be paid in 2008. To the extent any such payment cannot be
made in 2008 under the transition guidance, such payment will be made in January 2009.



     14. Governing Law/Severability 



     The Plan shall be governed by and construed and interpreted in accordance with the internal
laws of the Commonwealth of Pennsylvania, without regard to its conflict of law provisions. 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.



[Signature on Following Page]




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     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 	 
	 




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