EX-10.9






Exhibit 10.9




Plan Document




and




Summary Plan Description




of the




Kennametal Inc.




Supplemental Executive Retirement Plan




As Amended Effective December 30, 2008




 









 





KENNAMETAL INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Section 1. Purpose and Effective Date.





	1.1	 	The purpose of this Supplemental Executive Retirement Plan is to ensure the payment of a
competitive level of retirement income, in order to attract, retain, and motivate selected
executives. The Plan is also intended to provide eligible executives with a retirement
benefit that cannot be paid from the Company’s qualified Retirement Income Plan, due to
various limitations of the United States Internal Revenue Code.
	 
	1.2	 	This Plan was previously amended and adopted, effective April 21, 1995; amended and adopted,
effective July 26, 1999; amended and adopted, effective January 1, 2004; amended and adopted
July 25, 2005, amended and adopted July 31, 2006 and was most recently amended and adopted,
effective as of December 30, 2008. It is effective for each participant on the date he or she
is designated as a Participant.
	 
	1.3	 	The terms of this Plan are applicable only to eligible executives who are employed by the
Company on or after April 21, 1995. Any executive who retired or otherwise terminated
employment prior to such date, shall not be eligible to be designated a Participant under this
Plan unless he or she returns to service with the Company on or after April 21, 1995.
	 
	1.4	 	Notwithstanding the foregoing, in connection with the amendment of this Plan adopted
effective July 31, 2006, the Company has provided for the closing of the class of officers and
key executive employees who will be eligible to receive benefits under this Plan. (In
connection with the adoption of such amendment, the Company has adopted a separate “Kennametal
Inc. 2006 Executive Retirement Plan” to provide nonqualified retirement benefits for
designated officers who are not eligible to participate in this Plan.)
	 
	1.5	 	The Plan is intended to comply with the provisions of Section 409A of the Code, and the
regulations and other binding guidance promulgated thereunder (“Section 409A”); provided,
however, that the Plan shall be operated and administered in a manner to ensure that
Grandfathered Benefits (as defined in Section 9.10) remain exempt from Section 409A.





Section II. Definitions.





	2.1	 	Board of Directors means the Directors of the Company.
	 
	2.2	 	Bonus Award means the annual cash award, if any, received by a Participant under the
provisions of the Kennametal Inc. Management Performance Bonus Plan of any given fiscal year.
Only an award generated by successful attainment of the Bonus Plan’s business objectives shall
be considered a “Bonus Award” for the purposes of this Plan, provided that a Bonus Plan award
of $0.00 to the Participant for a given fiscal year shall be taken into account for purposes
of this Plan. No other kind of bonus award or grant will qualify as a “Bonus Award” for
purposes of this Plan.





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	2.3	 	Cause means that the Participant:






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




(b) 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




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




(1) directly or indirectly engage in, or




(2) 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 exists 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.




	2.4	 	Change in Control shall mean 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




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	 	 	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.






	2.5	 	Code means the Internal Revenue Code of 1986, as amended from time to time. References in
the Plan to a Code Section shall be deemed to refer to any successor provision of the Code, as
appropriate.
	 
	2.6	 	Committee means Compensation Committee of the Board, or such other committee designated by
the Board to discharge the duties of the Committee hereunder.
	 
	2.7	 	Company means Kennametal Inc., a Pennsylvania corporation, or any successor bound by this
Plan pursuant to Section 8.5.
	 
	2.8	 	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.
	 
	2.9	 	Employee means an employee of the Employer.
	 
	2.10	 	Employer means the Company and any subsidiary or affiliate of the Company whose employees
participate in the Plan.
	 
	2.11	 	Final Base Salary means the Participant’s monthly base salary rate, before any pre-tax
reductions pursuant to the Participant’s elections under IRC § § 125 or 402(e)(3), for the
calendar month in which Participant’s Termination of Employment occurs, without regard to any
limitations on compensation under the Code, including those under IRC § 401(a)(17).
	 
	2.12	 	IRC means the Code.
	 
	2.13	 	Participant means any Employee of an Employer who is entitled to participate in the Plan in
accordance with Section III. Where the context so indicates, “Participant” shall also include
a retired or deceased Participant with respect to whom a SERP Benefit is payable.
	 
	2.14	 	Plan means the Company’s Supplemental Executive Retirement Plan (SERP), as set forth herein
and as amended and restated from time to time.





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	2.15	 	Primary Social Security Benefit means the monthly benefit, as provided by the Federal Social
Security Act, to which the Participant would be entitled at age 65, based upon the assumption
that such Participant will continue to receive until reaching age 65 monthly earnings at the
same rate as he or she received such monthly earnings at the time of retirement, termination
of employment or death. (Note: This definition is identical to that used under the
Retirement Income Plan.)
	 
	2.16	 	Retirement Income Plan means the funded, tax-qualified Kennametal Inc. Retirement Income
Plan, as it may be amended and restated, from time to time.
	 
	2.17	 	Retirement Income Plan Benefit means either (a) the monthly benefit that would be payable as
a single life annuity under the Retirement Income Plan commencing upon a retirement at age 65,
based on credited service and average earnings as of the Participant’s termination of service,
calculated pursuant to the terms and provisions of the Retirement Income Plan as such terms
and provisions literally apply to the Participant because the Participant is an active
participant (accruing additional benefits) in the Retirement Income Plan up to his or her
termination of service and will in fact be eligible to receive benefits reflecting credited
service and average earnings determined to his or her termination of service; or (b) but for
the amendment to the Retirement Income Plan effective December 31, 2003 that excluded such
Participant from further active participation in such plan after such date, or in the case of
a Participant first hired after December 31, 2003, excluded such Participant from any active
participation in such plan, the monthly benefit that would be payable as a single life annuity
under the Retirement Income Plan commencing upon a retirement at age 65, based on credited
service and average earnings as of the Participant’s termination of service calculated
pursuant to the terms and provisions of the Retirement Income Plan (other than vesting
provisions) as such terms and provisions theoretically would have applied to the Participant
if the Participant had not been excluded from active participation, or from further active
participation, in the plan, but had instead been an active participant (accruing benefits) in
the Retirement Income Plan up to his or her termination of service, based on his or her
credited service and average earnings to such termination of service. That is, the Retirement
Income Plan Benefit determined hereunder is either (a) the actual benefit that a Participant
is eligible to receive under such plan because he or she is active participant in the
Retirement Income Plan at termination of service, or (b) the theoretical benefit the
Participant would have been eligible to receive had he or she been eligible to be an active
participant in the Retirement Income Plan up to termination of service (determined without
regard to the vesting provisions of the Retirement Income Plan).
	 
	2.18	 	SERP Benefit means the benefit, calculated pursuant to Section V and Appendix A, that is
payable to a Participant under the Plan who has attained a 100% vested percentage pursuant to
Section IV.
	 
	2.19	 	Surviving Spouse means the individual to whom the Participant is legally married at the time
of his or her death.





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	2.20	 	Vested SERP Benefit means the percentage of the Participant’s SERP Benefit determined
pursuant to Section IV.
	 
	2.21	 	Target Retirement Income means the monthly amount determined as the “applicable percentage”
of the total of (a) the Participant’s Final Base Salary plus (b) 1/36th of the sum of the
Participant’s last three Bonus Awards. For this purpose, the applicable percentage is 60% at
30 Years of Service, plus or minus 1% for each Year of Service greater than or less than
thirty.
	 
	2.22	 	Year of Service means each full twelve-month period beyond Employee’s most recent hire date,
as determined pursuant to the Company’s regular personnel records and policies. (Note: This
definition is not intended to be coextensive with the definition of “Credited Service” as used
in the Retirement Income Plan.) Notwithstanding the foregoing, any service credit imputed to
an Employee specifically for purposes of this Plan, pursuant to the specific terms of such
Employee’s written employment agreement, shall be taken into account in determining such
Employee’s Years of Service under this Plan.





Section III. Eligibility.





	3.1	 	Each officer or key executive Employee of the Company approved by the Committee, in its sole
and complete discretion, shall be eligible to participate in the Plan.
	 
	3.2	 	Any officer or key executive who becomes a Participant shall continue to be a Participant
until his or her termination of employment, or until a date prior to such time, as determined
by the Committee, in its sole discretion.
	 
	3.3	 	Notwithstanding the foregoing, in connection with the amendment of this Plan adopted
effective July 31, 2006, the Company has provided for the closing of the class of officers and
key executive employees who will be eligible to receive benefits under this Plan. In
connection with the adoption of the July 2006 amendment to this Plan, the Company has adopted
a separate “Kennametal Inc. 2006 Executive Retirement Plan” to provide nonqualified retirement
benefits for designated officers who are not eligible to participate in this Plan.
Accordingly:






(a) No officer or key employee hired by the Company from and after July 31, 2006 shall be
eligible to be designated as a Participant in this Plan.




(b) Any Participant in this Plan as of July 31, 2006 who shall have attained the age of at
least 56 years no later than December 31, 2006, shall remain a Participant in this Plan and
shall not be eligible to be approved by the Committee to become a participant in the
Kennametal Inc. 2006 Executive Retirement Plan.




(c) Any Participant in this Plan as of July 31, 2006 who shall not have attained the age of
at least 56 years no later than December 31, 2006, will be provided the option irrevocably
to elect either



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     (1) to become a participant in the Kennametal Inc. 2006 Executive Retirement Plan with
respect to all of his or her prior service from and after the date he or she became a
Participant in this Plan pursuant to the Committee’s approval (but excluding service prior
to the commencement of participation in this Plan even though such pre-participation service
is recognized for purposes of calculating Target Retirement Income under Section 2.22 of
this Plan) to July 31, 2006, plus his or her future service as an officer of the Company, as
such prior and future service is credited under the terms of the Kennametal Inc. 2006
Executive Retirement Plan; and, in such case, to receive no benefits whatsoever pursuant to
the terms of this Plan; or




     (2) to receive his or benefits as accrued to July 31, 2006 under the terms of (and
subject to all other applicable provisions of) this Plan but “frozen” as of that date, with
no further accrual of benefits under this Plan after July 31, 2006; and, in such case, to be
irrevocably ineligible for participation in the Kennametal Inc. 2006 Executive Retirement
Plan.



Section IV. Vesting.





	4.1	 	A Participant shall become vested in the SERP Benefit, determined under the provisions of
Section V, only in accordance with the following vesting schedule:





	 	 	 	 	 
	Age of Participant at	 	 
	Termination of	 	Cumulative Vested
	Employment	 	SERP Benefit
	Less than age 56
	 	 	0	%
	56
	 	 	20	%
	57
	 	 	40	%
	58
	 	 	60	%
	59
	 	 	80	%
	60 or older
	 	 	100	%







Notwithstanding the foregoing, a Participant whose employment is involuntarily terminated
with Cause shall forfeit any entitlement to a benefit under the Plan.




	4.2	 	Notwithstanding the percentage vesting schedule in Section 4.1, the SERP Benefit (determined
under the provisions of Section V) of each Participant who is an Employee at the time of a
Change in Control of the Company, shall become 100% vested.





Section V. Amount of Benefit





	5.1	 	The amount of each Participant’s SERP Benefit shall initially be calculated as the excess of
the Target Retirement Income over the sum of (a) the Participant’s Retirement Income Plan
Benefit plus (b) the Participant’s Primary Social Security Benefit.




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	5.2	 	The Target Retirement Income, the Retirement Income Plan Benefit, and the Social Security
Benefit, shall be calculated according to the methodology described in Appendix A.
	 
	5.3	 	The Committee shall cause the formula calculation described in Section 5.1 to be done
annually, or as otherwise required, for each Participant. The Committee shall then be advised
of the SERP Benefit amount for each Participant, and shall direct that an official list of
Participants and their accrued SERP Benefit be prepared, which shall govern the payment of a
benefit under the Plan, pursuant to Section VI (but subject to Section IV), until the next
annual review and redetermination of a SERP Benefit amount.





Section VI. Payment of Benefit.





	6.1	 	Payment of the Participant’s Vested SERP Benefit, if any, shall commence on the first day of
the seventh month following the month in which the Participant’s employment with the Company
terminates voluntarily or involuntarily (except for Cause).
	 
	 	 	A Participant’s Vested SERP Benefit shall be paid in equal monthly installments, in the form
of a single life annuity with no death or other survivor benefit other than those described
in Section VII. However, the first monthly payment to the Participant shall equal the sum
of seven monthly payments (to account for the six month delay in commencement of payments
required under IRC § 409A(a)(1)(B)(i)). Each monthly installment is to be paid on the first
day of the month.





Section VII. Surviving Spouse and other Death Benefit.





	7.1	 	In the event of the death of a Participant prior to the commencement of payment of a Plan
benefit to the Participant, an amount equal to 50% of the amount of the benefit calculated in
accordance with the vesting provisions of Section IV and the amount of the benefit of Section
V which would otherwise have been payable to the Participant, will instead be payable to the
Participant’s Surviving Spouse. Payments to such Surviving Spouse shall be made from the
month following the month in which the death of the Participant occurred until the death of
the Surviving Spouse. Each monthly installment is to be paid on the first day of the month.
However, in the event the Participant’s death occurs after termination of employment as
described in Section 6.1, the first monthly payment to the Surviving Spouse shall include an
additional amount equal to the sum of the monthly payments that would have been made to the
Participant prior to his or her death had monthly payments commenced on the first of the month
following the Participant’s termination of employment as described in Section 6.1. For
example, if a Participant terminated employment, as described in Section 6.1, on December 15
and then died on the following April 15, survived by a Surviving Spouse, the first payment to
the Surviving
Spouse shall include the sum of four monthly payments that would have been paid to the
Participant in January, February and March and April (but for the six-month delay in
commencement of payments) as well as the 50% Surviving Spouse benefit described in this
Section VII.




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	7.2	 	In the event of the death of a Participant after the commencement of payment of a Plan
benefit to the Participant, an amount equal to 50% of the amount of the Plan benefit then
being paid to the Participant will instead be payable to the Participant’s Surviving Spouse.
Payments to such Surviving Spouse shall be made from the month following the month in which
the death of the Participant occurred, until the death of the Surviving Spouse. Each monthly
installment is to be paid on the first day of the month.
	 
	7.3	 	If the Surviving Spouse is five (5) or more years younger than the Participant, the monthly
payment to the Surviving Spouse pursuant to paragraphs 7.1 and 7.2 shall be actuarially
adjusted, so that it has the same present actuarial value as the full 50% payment to a
hypothetical Surviving Spouse who is less than five (5) years younger than the Participant.
For this purpose, the Committee shall use a life expectancy factor derived from the definition
of “Actuarial Equivalent” under the Retirement Income Plan as in effect as of the date of the
calculation. Effective as of January 1, 2004, the basis of Actuarial Equivalence under the
Retirement Income Plan is the 1983 Group Annuity Mortality Table for Males, using 0% interest
with the Surviving Spouse’s age set back four years. The life expectancy factors derived
therefrom are set forth in Appendix B of the Plan. The foregoing actuarial adjustment shall
be effected by dividing the life expectancy factor for the hypothetical Surviving Spouse by
the life expectancy for the Surviving Spouse (calculated to four decimals). The quotient
obtained shall be multiplied by the Surviving Spouse’s 50% benefit pursuant to paragraphs 7.1
and 7.2. An example of the method of actuarial adjustment is shown in Appendix C of the Plan.
	 
	7.4	 	In the event that the Participant shall have been entitled to payments under Section 6 of the
Plan, and/ or his or her Surviving Spouse (if any) shall have been entitled to payments under
Section 7 of the Plan, and, in either case, upon the death of last to die of the Participant
and Surviving Spouse (if any), the aggregate amount of the cumulative payments of the SERP
Benefit shall have been less than $50,000, the Company shall pay a lump sum amount, equal to
$50,000 less the aggregate amount of the cumulative payments of the SERP Benefit already made,
to the person(s) determined below in the following order of preference: (1) to the person
designated by the Participant in a written notice filed with the Committee, or, if the
Participant has no such notice on file, or the person(s) designated in such notice do(es) not
exist at the relevant time, then (2) to the executor or administrator of the Participant’s
estate. Said payment will be made within 60 days of the date of death.





Section VIII. Claims Procedures





	8.1	 	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





8









 











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:




• the specific reasons for the denial;




• specific reference to pertinent Plan provisions on which the denial is based;




• a description of any additional material or information necessary for the claimant
to perfect the claim;




• an explanation of why such material or information is necessary; and





• 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.




	8.2	 	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.
	 
	8.3	 	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, 




9









 






	 	 	any such judicial or administrative
proceeding must be filed within six months after the Plan Administrator’s final decision.





Section IX. Miscellaneous Provisions.





	9.1	 	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) To the extent benefits under this Plan are not Grandfathered Benefits (as defined in
section 9.10), 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. For purposes of Section 409A and the Plan, 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). A Participant shall have no right to designate the date of any
payment under the Plan. The Company 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 Retirement Board (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.




	9.2	 	No Guaranty 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 




10









 




	 	 	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.






	9.3	 	Non-Competition. Receipt of the SERP Benefit is expressly conditioned upon the
non-competition of the retired Participant with the Company, for so long as any payments are
being made hereunder. Accordingly, unless the Participant first secures the written consent
of the Board of Directors or the Committee, he 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. In the event that the
Committee makes a good-faith determination that a Participant receiving a SERP Benefit 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 may then cease making SERP Benefit payments, and the retired Participant (and any
Spouse or other beneficiary claiming through the Participant) shall forfeit any right to
future payment of a SERP Benefit under the Plan.
	 
	9.4	 	Source of Benefit Payments. This Plan is intended to be an unfunded plan of deferred
compensation for a select group of management or highly compensated individuals, and it is
intended that a SERP Benefit payable hereunder will be paid from the general assets of the
Company. However, in the event of a Change in Control, amounts payable to a Participant or
the Surviving Spouse or estate, under Sections 6 and 7 of the Plan, may be provided for in
accordance with an Executive Deferred Compensation Trust (a so-called “Rabbi” trust) between
the Company and a trustee. Should such an Executive Deferred Compensation Trust be
established, the Company shall inform the Participant of the identity of the trustee upon the
Participant’s request.






	9.5	 	Non-Assignment, Alienation. Nothing in this Plan gives a Participant or any person claiming
payments for or through him or her, any right, title, or interest in any asset held in the
Company, prior to the payment thereof, and that the right of a Participant to any payment
hereunder is strictly contractual and unsecured. In addition, the benefit to be paid
hereunder may not be voluntarily or involuntarily sold, transferred, assigned, alienated, or
encumbered, and any such attempt shall be void.
	 
	9.6	 	Obligation of Successors. This Plan shall be binding upon the Company or any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise), to all or
substantially all of the business and/or assets of the Company, or to any assignee thereof.
To the extent that the Company must take additional contractual or other steps
to





11









 





	 	 	make the
Plan an enforceable contractual obligation of a successor (e.g., a purchaser of assets), the
Company shall take such steps. This Plan and all rights of the Participant hereunder shall
inure to the benefit of and be enforceable by the Participant or the Participant’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees,
and legatees.






	9.7	 	Amendment, Termination. This Plan may be amended or terminated at any time by action of the
Board of Directors, provided that no such amendment or termination shall reduce or eliminate
the right of a Participant to the payment of a Plan benefit earned prior to such amendment or
termination. 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.
	 
	9.8	 	Withholding. The Company may provide for the withholding, from any benefit payable under
this Plan, all Federal, state, city, or other taxes as shall be appropriate pursuant to any
law or governmental regulation or ruling, and may delay the payment of any benefit
until the Participant or beneficiary provides payment to the Company of all applicable
withholding taxes.
	 
	9.9	 	Miscellaneous. This Plan shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania, to the extent not governed by federal law. Section headings
are for convenience of reference only, and shall not affect the construction or interpretation
of any of the provisions hereof.
	 
	9.10	 	Grandfathered Benefits. Notwithstanding any provision 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 and the Plan shall be administered and interpreted in a manner intended
to ensure that such Grandfathered Benefits remain exempt from Section 409A No amendments or
other modifications shall be made to the Plan that would cause any such Grandfathered Benefits
to become subject to Section 409A, and all amendments or modifications to the Plan shall be
administered, interpreted and construed in a manner necessary to ensure that such
Grandfathered Benefits remain exempt from Section 409A.





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




12









 








	 	 	 	 	 	 	 
	 	 	Kennametal Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ David W. Greenfield
 

Vice President, Secretary and
General Counsel
	 	 






13









 





APPENDIX A





	 ̈	 	 Calculation begins with current monthly base salary and years of service, up to the present date.
	 
	 ̈	 	Target Retirement Income equals a percent of (a) Final Base Salary plus (b) the monthly average (i.e., 1/36) of the sum
of the last three Bonus Awards. The percentage is calculated as 60% for 30 years of service, plus or minus 1% for each
year of service greater than or less than thirty. For example:






	 	 	 	 	 
	Years of	 	Retirement
	Service	 	Target
	Newly hired
	 	 	30	%
	5
	 	 	35	%
	10
	 	 	40	%
	15
	 	 	45	%
	20
	 	 	50	%
	25
	 	 	55	%
	30
	 	 	60	%
	35
	 	 	65	%
	40
	 	 	70	%
	45
	 	 	75	%







	 ̈ 	 	Calculate the Retirement Income Plan Benefit, based on current years of service and pensionable earnings, to date, and
including current statutory limitations (IRC §§ 415 and 401(a)(17), and in a manner consistent with Treas. Reg. §
1.409A-2(a)(9) and Treas. Reg. § 1.409A-3(j)(5)), but not actuarially reduced for age less than 65. This calculation
is made on the assumption (whether or not true) that the Participant is an active participant in the RIP and is
currently eligible to accrue additional benefits thereunder. (Thus, the calculation is made even if the Participant is
excluded from active participation under the terms of the RIP, as amended effective December 31, 2003.)
	 
	 ̈ 	 	 Calculate the Primary Social Security Benefit, based on earnings to date and assuming that current level of earnings
will continue through age 65.
	 
	 ̈	 	The SERP Benefit equals the Target Retirement Income (above) minus the sum of (a) the Retirement Income Plan Benefit
plus (b) the Primary Social Security Benefit.
	 
	 ̈ 	 	The SERP Benefit is then adjusted, if applicable, under the vesting schedule in Section 4.1.





14









 





APPENDIX A

continued





	 ̈ 	 	However, the minimum SERP Benefit is 10% of current Base Salary.
	 
	 ̈ 	 	If the prior Vested SERP benefit (as last calculated under the
above described method and posted to the official list of
Participants and their respective Vested SERP Benefits) is greater
than the new Vested SERP Benefit, use the prior Vested SERP
Benefit.
	 
	 ̈ 	 	Therefore, the Vested SERP Benefit is the greatest of:






	 	•	 	Target Retirement Income minus sum of (a) Retirement Income Plan Benefit plus (b)
the Primary Social Security Benefit, adjusted, if applicable, under the vesting
schedule in Section 4.1.
	 
	 	•	 	10% of Current Base Salary, or
	 
	 	•	 	Prior Vested SERP Benefit.





15









 





APPENDIX B




LIFE EXPECTANCIES FROM THE 1983 GROUP ANNUITY TABLE FOR MALES

(Set back 4 years for Joint Annuitants)




	 	 	 	 	 
	Age	 	Joint Annuitant
	20

	 	 	61.8209	 
	21

	 	 	60.8413	 
	22

	 	 	59.8620	 
	23

	 	 	58.8830	 
	24

	 	 	57.9043	 
	25

	 	 	56.9259	 
	26

	 	 	55.9480	 
	27

	 	 	54.9706	 
	28

	 	 	53.9937	 
	29

	 	 	53.0174	 
	30

	 	 	52.0418	 
	31

	 	 	51.0670	 
	32

	 	 	50.0929	 
	33

	 	 	49.1198	 
	34

	 	 	48.1476	 
	35

	 	 	47.1765	 
	36

	 	 	46.2066	 
	37

	 	 	45.2380	 
	38

	 	 	44.2708	 
	39

	 	 	43.3052	 
	40

	 	 	42.3420	 
	41

	 	 	41.3799	 
	42

	 	 	40.4194	 
	43

	 	 	39.4609	 
	44

	 	 	38.5048	 
	45

	 	 	37.5519	 
	46

	 	 	36.6027	 
	47

	 	 	35.6578	 
	48

	 	 	34.7181	 
	49

	 	 	33.7843	 
	50

	 	 	32.8570	 
	51

	 	 	31.9371	 
	52

	 	 	31.0249	 
	53

	 	 	30.1209	 
	54

	 	 	29.2251	 
	55

	 	 	28.3377	 
	56

	 	 	27.4584	 
	57

	 	 	26.5870	 
	58

	 	 	25.7232	 
	59

	 	 	24.8665	 
	60

	 	 	24.0165	 
	61

	 	 	23.1729	 
	62

	 	 	22.3357	 
	63

	 	 	21.5052	 
	64

	 	 	20.6824	 
	65

	 	 	19.8686	 
	66

	 	 	19.0651	 
	67

	 	 	18.2736	 
	68

	 	 	17.4961	 
	69

	 	 	16.7345	 
	70

	 	 	15.9910	 
	71

	 	 	15.2675	 
	72

	 	 	14.5650	 
	73

	 	 	13.8838	 
	74

	 	 	13.2233	 
	75

	 	 	12.5823	 
	76

	 	 	11.9593	 
	77

	 	 	11.3534	 
	78

	 	 	10.7651	 
	79

	 	 	10.1954	 
	80

	 	 	9.6460	 
	81

	 	 	9.1190	 
	82

	 	 	8.6159	 
	83

	 	 	8.1375	 
	84

	 	 	7.6840	 
	85

	 	 	7.2554	 
	86

	 	 	6.8510	 
	87

	 	 	6.4698	 
	88

	 	 	6.1104	 
	89

	 	 	5.7710	 
	90

	 	 	5.4494	 
	91

	 	 	5.1452	 
	92

	 	 	4.8567	 
	93

	 	 	4.5831	 
	94

	 	 	4.3236	 
	95

	 	 	4.0780	 
	96

	 	 	3.8449	 
	97

	 	 	3.6221	 
	98

	 	 	3.4067	 
	99

	 	 	3.2050	 
	100

	 	 	3.0190	 
	101

	 	 	2.8379	 
	102

	 	 	2.6613	 
	103

	 	 	2.4889	 
	104

	 	 	2.3201	 
	105

	 	 	2.1539	 
	106

	 	 	1.9885	 
	107

	 	 	1.8203	 
	108

	 	 	1.6485	 
	109

	 	 	1.4741	 







16









 








APPENDIX C



Example:



A Participant receiving a SERP Benefit in the amount of $10,000 dies at age 74. His or her
Surviving Spouse is age 65. The benefit payable to the Surviving Spouse would be calculated as
follows.





	1.	 	Life expectancy set forth on the Group Annuity Mortality
Table of a hypothetical Surviving Spouse who is age 69 = 16.7345
	 
	2.	 	Life expectancy set forth on the Group Annuity Mortality Table of the Surviving Spouse who is age 65 = 19.8686
	 
	3.	 	Quotient obtained by dividing 1 above by 2 above (16.7345 ÷ 19.8686) = 0.8423
	 
	4.	 	Yearly benefit payable to Surviving Spouse = $10,000 x 50% x 0.8423 = $4,211.50





17









 





APPENDIX D




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.



18









 





APPENDIX D

continued




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.



SUMMARY INFORMATION




     Name of Plan: The name of the plan under which benefits are provided is the
Kennametal Inc. Supplemental 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”).



19









 





APPENDIX D

continued




     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).




20