**Exhibit 10.(p)**

 

**EMPLOYMENT AGREEMENT**

 

THIS AGREEMENT is made andentered into as of this 30th day of April, 2008, by and betweenBLOUNT, INC., a Delaware corporation (the “Company”), and RUSSELL L. GERMAN (“Executive”).

 

**W I T N E S S E T H:**

 

WHEREAS, the Company desires to hire Executive and Executive desires toaccept such employment; and

 

WHEREAS, the Company and Executive desire to enter into an agreementproviding for Executive’s employment by the Company and specifying the termsand conditions of such employment.

 

NOW, THEREFORE, in consideration of the premises and the mutualcovenants and agreements contained herein, the parties hereby agree as follows:

 

# 1.                                       Employmentand Term.

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### (a)                                  Subjectto the terms and conditions of this Agreement, the Company hereby employsExecutive, and Executive hereby accepts employment,  as President of the Carlton business group ofthe Company and shall have such responsibilities, duties and authority as mayfrom time to time be assigned to Executive by the Chief Executive Officer ofthe Company (or his designee).  Executivehereby agrees that during the Term of this Agreement he will devotesubstantially all his working time, attention and energies to the diligentperformance of his duties for the Company. With the consent of the Chief Executive Officer (or his designee), theExecutive may serve as a director on the board of directors or trustees of anadditional company or educational organization.

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### (b)                                 Unlessearlier terminated as provided herein, Executive’s employment under thisAgreement shall be for a rolling, two-year term (the “Term”) commencing on April 30,2008 (the “Effective Time”), and shall be deemed to extend automatically,without further action by either the Company or Executive, each day for anadditional day, such that the remaining term of the Agreement shall continue tobe two years; provided, however, that either party may, by written notice tothe other, cause this Agreement to cease to extend automatically and, upon suchnotice, the “Term” of this Agreement shall be the two-year period following thedate of such notice and this Agreement shall terminate upon the expiration ofsuch Term.

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# 2.                                       Compensationand Benefits.  As compensation forExecutive’s services during the Term of this Agreement, Executive shall be paidand receive the compensation and benefits set forth in subsections (a) through(d) below:

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### (a)                                  Anannual base salary (“Base Salary”) of Three Hundred Fifty-Eight Thousand OneHundred Fifty and No/100 Dollars ($358,150), prorated for any partial year ofemployment.  Executive’s Base Salaryshall be subject to annual review at such time as the Company conducts salaryreviews for its executives generally. Executive’s Base Salary shall be payable in substantially equalinstallments on a semi-monthly basis, or in accordance with the Company’sregular payroll practices in effect from time to time for executives of theCompany.

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### (b)                                 Executiveshall be eligible to participate in the Executive Management Annual IncentiveProgram (“Incentive Program”) and such other annual incentive plans as may beestablished by the Company from time to time for individuals at Executive’slevel.  The Company  will establish individual and financialperformance goals each year under the Incentive Program, and Executive’s annualTarget Bonus shall be 50% of Base Salary. The 

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### annual incentive bonus payable under thissubsection (b) shall be payable in accordance with the provisions of theIncentive Program at the same time bonuses are paid to other executives, unlessExecutive elects to defer all or a portion of such bonus pursuant to anydeferral plan established by the Company for such purpose.

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### (c)                                  Executiveshall be entitled to participate in, or receive benefits under, any “employeebenefit plan” (as defined in Section 3(3) of ERISA) or employeebenefit arrangement made generally available by the Company to its executives,including plans providing 401(k) benefits (including the Blount Excess 401(k) Plan),health care (including Exec-U-Care), life insurance, disability and similarbenefits.

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### (d)                                 Executiveis eligible for vacation in accordance with the Company’s standard vacationpolicy.  Executive will be provided avehicle in accordance with the Company’s automobile policy.  Executive will be provided an annual physicalexamination and a financial/tax consultant for financial and tax planning.  Executive will be promptly reimbursed by theCompany for all reasonable business expenses Executive incurs and properlyreports in carrying out Executive’s duties and responsibilities under thisAgreement.  Executive will be paid a taxgross-up amount by the Company to cover any additional federal or state incometaxes he incurs as a result of being required to include in income the amountof the costs for, or personal usage of, a vehicle and financial and taxplanning.

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# 3.                                       Termination.

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## 3.1                                 By Company.  The Company shall have the right to terminateExecutive’s employment under this Agreement at any time during the Term by Noticeof Termination (as described in Section 6).  If the Company terminates Executive’semployment under this 

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## Agreement (i) for Cause, as defined in Section 5.2,(ii) if Executive becomes Disabled, or (iii) upon Executive’s death,the Company’s obligations under this Agreement shall cease as of the date oftermination; provided, however, that Executive will be entitled to whateverbenefits are payable to Executive pursuant to the terms of any health, lifeinsurance, disability, welfare, retirement or other plan or program maintainedby the Company in which Executive participates. If the Company terminates Executive during the Term of this Agreementother than pursuant to clauses (i) through (iii) of this Section 3.1,Executive shall be entitled to receive the compensation and benefits providedin subsections (a) through (d) below. Unless specified otherwise, the time periods in subsections (a) through(d) below shall be the lesser of (i) the 12-month period (the24-month period if Executive’s date of termination of employment is withintwelve (12) months after the date of a Change in Control, as defined in Section 5.3)commencing on the date of Executive’s termination of employment, or (ii) thetime period remaining from the date of Executive’s termination until the datehe attains age 65 (such time period under (i) or (ii) is hereinafterreferred to as the “Severance Period”). Except as otherwise provided herein (including Section 3.1(b)), theCompany agrees that if Executive’s employment is terminated and he is entitledto compensation and benefits under this Section 3.1, he shall not berequired to mitigate damages by seeking other employment, nor shall anycompensation or benefit he receives reduce the amount payable by the Company hereunder.  Executive agrees that the compensation andbenefits provided pursuant to Section 3.1 shall be the only severancebenefits payable to Executive by the Company and its affiliates as a result ofExecutive’s termination of employment and Executive hereby waives his rights(if any) to any severance benefits under any other plan or program of theCompany and its affiliates.  Thecompensation and benefits payable 

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## or to be provided under subsections (a) through(d) below shall cease in the event of Executive’s death after terminationof employment.

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### (a)                                  BaseSalary - Executive will continue to receive his Base Salary as then ineffect (subject to withholding of all applicable taxes) for the SeverancePeriod in the same manner as it was being paid as of the date of termination;provided, however, that the salary payments provided for hereunder shall bepaid in a single lump sum payment, to be paid not later than 30 days after histermination of employment; provided, further, that the amount of such lump sumpayment shall be determined by taking the salary payments to be made anddiscounting them to their Present Value (as defined in Section 5.8) on thedate Executive’s employment under this Agreement is terminated.

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### (b)                                 Bonusesand Incentives - Executive shall receive bonus payments from the Companyfor each month of the Severance Period in an amount for each such month equalto one-twelfth of the average of the bonuses earned by him for the two fiscalyears in which bonuses were paid (ignoring any fiscal year in which a bonus wasnot paid) immediately preceding the fiscal year in which such terminationoccurs.  Any bonus amounts that Executivehad previously earned from the Company but which may not yet have been paid asof the date of termination shall be payable on the date such amounts arepayable to other executives and Executive’s termination shall not affect thepayment of such bonus.  Executive shallalso receive a prorated bonus for any uncompleted fiscal year at the date oftermination (assuming the Target Award level has been achieved for such year),based upon the number of days that he was employed during such fiscalyear.  The bonus amounts determinedherein shall be paid in a single lump sum payment, to be paid not later than 30days after termination of employment; 

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### provided, that the amount of such lump sum payment representing themonthly bonus payments shall be determined by taking the monthly bonus paymentsto be made and discounting them to their Present Value on the date Executive’semployment under this Agreement is terminated.

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### (c)                                  Healthand Life Insurance Coverage - The health care (including Exec-U-Care) andgroup term life insurance benefits coverages provided to Executive at his dateof termination shall be continued for the Severance Period at the same leveland in the same manner as then provided to actively employed executiveparticipants as if his employment under this Agreement had not terminated.  Any additional coverages Executive had attermination, including dependent coverage, will also be continued for suchperiod on the same terms, to the extent permitted by the applicable insurancepolicies or contracts.  Any costsExecutive was paying for such coverages at the time of termination shall bepaid by Executive by separate check payable to the Company each month inadvance.  If the terms of the lifeinsurance coverage referred to in this subsection (c), or the laws applicableto such life insurance coverage do not permit continued participation byExecutive, then the Company will arrange for other life insurance coverage atits expense providing substantially similar benefits.

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### If the terms of the healthcarebenefits program referred to in this subsection (c) do not permitcontinued participation by Executive as required by this subsection or if thehealthcare benefits to be provided to Executive and his dependents pursuant tothis subsection (c) cannot be provided in a manner such that the benefitpayments will continue to be tax-free to Executive and his dependents, then theCompany shall (i) pay to Executive within five (5) days afterExecutive’s date of termination a lump sum amount equal to the monthly rate forCOBRA coverage at Executive’s termination date that is then being paid byformer active employees for 

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### the level of coverage that applies to Executive and his dependents,minus the amount active employees are then paying for such coverage, multipliedby the number of months in the Severance Period, and (ii) permit Executiveand his dependents to elect to participate in the healthcare plan for thelength of the Severance Period upon payment of the applicable rate for COBRAcoverage during the Severance Period.

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### The benefits provided in this subsection (c) shallcease if Executive obtains other employment and, as a result of such otheremployment, health care and life insurance benefits are available to Executive.

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### (d)                                 EmployeeRetirement Plans - To the extent permitted by the applicable plan,Executive will be entitled to continue to participate, consistent with pastpractices, in all employee retirement and deferred compensation plansmaintained by the Company in effect as of his date of termination, including,to the extent such plans are still maintained by the Company, the Blount 401(k) Planand the Blount Excess 401(k) Plan. Executive’s participation in such retirement plans shall continue forthe Severance Period and the compensation payable to Executive under (a) and(b) above shall be treated (unless otherwise excluded) as compensationunder the plan as if it were paid on a monthly basis.  For purposes of the Blount 401(k) Plan andthe Blount Excess 401(k) Plan, he will receive an amount equal to theCompany’s contributions to the plan, assuming Executive had participated insuch plan at the maximum permissible contributions level.  If continued participation in any plan is notpermitted by the plan or by applicable law, the Company shall pay to Executiveor, if applicable, his beneficiary a supplemental benefit equal to the presentvalue on the date of termination of employment under this Agreement (calculatedas provided in the plan) of the excess of (i) the benefit Executive 

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### would have been paid under such plan if he had continued to be coveredfor the Severance Period (less any amounts Executive would have been requiredto contribute), over (ii) the benefit actually payable under suchplan.  The Company shall pay the PresentValue of such additional benefits (if any) in a lump sum within 30 days ofExecutive’s termination of employment.

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### (e)                                  Effectof Lump Sum Payment.  The lump sumpayments under subsections (a) and (b) above shall not alter theamounts Executive is entitled to receive under the benefit plans described insubsections (c) and (d).  Benefitsunder such plans shall be determined as if Executive had received such paymentsmonthly over the Severance Period.

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### (f)                                    EquityAwards.  As of Executive’s date oftermination, the vesting and exercisability of stock options, stockappreciation rights, restricted stock, restricted stock units and other equityawards held by Executive, shall be determined in accordance with the agreementsfor such awards.

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## 3.2                                 By Executive.  Executive shall have the right to terminatehis employment hereunder at any time by Notice of Termination (as described in Section 6).  If Executive terminates his employment, theCompany’s obligations under this Agreement shall cease as of the date of suchtermination.

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## 3.3                                 Release of Claims.  To be entitled to any of the compensation andbenefits described above in this Section 3, Executive shall sign a releaseof claims in the form required by the Company. No payments shall be made under this Section 3 until such releasehas been properly executed and delivered to the Company and until theexpiration of the revocation period, if any, provided under the release.  If the release is not properly executed byExecutive 

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## and delivered to the Company within thereasonable time periods specified in the release, the Company’s obligationsunder this Section 3 will terminate.

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## 3.4                                 Section 409A Compliance.     The Company shall have the authority to delay thecommencement of all or a part of the payments to Executive under this Section 3if Executive is a “key employee” of the Company (as determined by the Companyin accordance with procedures established by the Company that are consistentwith Section 409A) to a date which is six months after the date ofExecutive’s termination of employment (and on such date the payments that wouldotherwise have been made during such six-month period shall be made) to theextent (but only to the extent) such delay is required under the provisions of Section 409Ato avoid imposition of additional income and other taxes, provided that theCompany and Executive agree to take into account any transitional rules andexemption rules available under Section 409A.

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## 3.5                                 Limitation On Payments.

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### (a)                                  Notwithstandinganything in this Agreement to the contrary, any benefits payable or to beprovided to Executive by the Company or its affiliates, whether pursuant tothis Agreement or otherwise, which are treated as Severance Payments shall bemodified or reduced in the manner provided in (b) below to the extentnecessary so that the benefits payable or to be provided to Executive underthis Agreement that are treated as Severance Payments, as well as any paymentsor benefits provided outside of this Agreement that are so treated, shall notcause the Company to have paid an Excess Severance Payment.  In computing such amount, the parties shalltake into account all provisions of Code Section 280G, and the regulationsthereunder, including making appropriate adjustments to such calculation foramounts established to be 

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### Reasonable Compensation.  IfExecutive becomes entitled to compensation and benefits under Section 3.1and such payments are considered to be Severance Payments contingent upon aChange in Control, Executive shall be required to mitigate damages (but onlywith respect to amounts that would be treated as Severance Payments) byreducing the amount of Severance Payments he is entitled to receive by anycompensation and benefits he earns from subsequent employment (but shall not berequired to seek such employment) during the 12-month period after termination(or such lesser period as he is entitled to extended benefits).

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### (b)                                 Inthe event that the amount of any Severance Payments which would be payable toor for the benefit of Executive under this Agreement must be modified orreduced to comply with this Section 3.5, Executive shall direct whichSeverance Payments are to be modified or reduced; provided, however, that noincrease in the amount of any payment or change in the timing of the paymentshall be made without the consent of the Company.

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### (c)                                  ThisSection 3.5 shall be interpreted so as to avoid the imposition of excisetaxes on Executive under Section 4999 of the Code or the disallowance of adeduction to the Company pursuant to Section 280G(a) of the Code withrespect to amounts payable under this Agreement or otherwise.  Notwithstanding the foregoing, in no eventwill any of the provisions of this Section 3.1 create, without the consentof Executive, an obligation on the part of Executive to refund any amount tothe Company following payment of such amount.

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### (d)                                 Inaddition to the limits otherwise provided in this Section 3.5, to theextent permitted by law, Executive may in his sole discretion elect to reduceany payments he may be eligible to receive under this Agreement to prevent theimposition of excise taxes on Executive under Section 4999 of the Code.

 

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# 4.                                       Confidentialityand Noncompetition.

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### (a)                                  In consideration of theCompany’s agreement to employ Executive in an important executive position andto provide Executive with the substantial compensation and benefits hereunder,Executive acknowledges that, during the Term of this Agreement, the Companywill furnish to Executive Confidential Information which could be used byExecutive on behalf of a competitor of the Company to the Company’s substantialdetriment, and  that Executive during thecourse of his employment with the Company may develop important relationshipswith customers and others having valuable business relationships with theCompany.  In view of the foregoing,Executive acknowledges and agrees that the restrictive covenants contained inthis Section are reasonably necessary to protect the Company’s legitimatebusiness interests and good will.

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### (b)                                 Executive agrees that heshall protect the Company’s Confidential Information and shall not disclose toany Person, or otherwise use, except in connection with his duties performed inaccordance with this Agreement, any Confidential Information at any time,including following the termination of his employment with the Company for anyreason; provided, however, that Executive may make disclosures required by avalid order or subpoena issued by a court or administrative agency of competentjurisdiction, in which event Executive will promptly notify the Company of suchorder or subpoena to provide the Company an opportunity to protect itsinterests.  Executive’s obligations underthis Section 4(b) shall survive any expiration or termination of thisAgreement for any reason, provided that Executive may after such expiration ortermination disclose Confidential Information with the prior written consent ofthe Board.

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### (c)                                  Upon the termination orexpiration of his employment hereunder, Executive agrees to deliver promptly tothe Company all Company files, customer lists, management reports, memoranda, research,Company forms, financial data and reports and other documents supplied to orcreated by him in connection with his employment hereunder (including allcopies of the foregoing) in his possession or control, and all of the Company’sequipment and other materials in his possession or control.  Executive’s obligations under this Section 4(c) shallsurvive any expiration or termination of this Agreement.

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### (d)                                 Upon the termination orexpiration of his employment under this Agreement, Executive agrees that for aperiod of one (1) year from his date of termination or until the end of the period for which he is entitled toreceive compensation under Section 3.1 above, whichever is longer, heshall not (i) enter into or engage in the design, manufacture, marketingor sale of any products similar to those produced or offered by the Company orits affiliates in the areas of North America and Asia (including all of China),either as an individual, partner or joint venturer, or as an employee, agent orsalesman, or as an officer, director, or shareholder of a corporation, (ii) divertor attempt to divert any person, concern or entity which is furnished productsor services by the Company from doing business with the Company or otherwisechange its relationship with the Company, or (iii) solicit, lure orattempt to hire away any of the employees of the Company with whom theExecutive interacted directly or indirectly while employed with the Company.

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### (e)                                  Executive agrees that the remedies at law of the Company for any actualor threatened breach by Executive of the covenants in this Section 4 wouldbe inadequate and that the Company shall be entitled to seek specificperformance of the covenants in this Section 

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### 4,including entry of an ex-parte , temporary restraining order in state orfederal court, preliminary and permanent injunctive relief against activitiesin violation of this Section 4, or both, or other appropriate judicialremedy, writ or order, in addition to any damages and legal expenses which theCompany may be legally entitled to recover. Executive acknowledges and agrees that the covenants in this Section 4shall be construed as agreements independent of any other provision of this orany other agreement between the Company and Executive, and that the existenceof any claim or cause of action by Executive against the Company, whetherpredicated upon this Employment Agreement or any other agreement, shall notconstitute a defense to the enforcement by the Company of such covenants.

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### (f)                                    Executive acknowledges andagrees that the restrictive covenants are reasonable and valid in time andscope and in all other respects.  Thecovenants set forth in this Employment Agreement shall be considered and construedas separate and independent covenants. Should any part or provision of any covenant be held invalid, void orunenforceable, such invalidity, voidness or unenforceability shall not renderinvalid, void or unenforceable any other part or provision of this EmploymentAgreement.  If any portion of theforegoing provisions is found to be invalid or unenforceable because itsduration, the territory, the definition of activities or the definition ofinformation covered is considered to be invalid or unreasonable in scope, theinvalid or unreasonable term shall be redefined, or a new enforceable termprovided, such that the intent of the Company and Executive in agreeing to theprovisions of this Employment Agreement will not be impaired and the provisionin question shall be enforceable to the fullest extent of the applicable laws.

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### (g)                                 The parties hereunder agreethat it is their intention that the provisions of this Section 4 beenforced in accordance with their terms to the maximum extent possible underapplicable law.  The parties furtheragree that, in the event any tribunal of competent jurisdiction shall find thatany provision hereof is not enforceable in accordance with its terms, thetribunal shall reform these covenants such that they shall be enforceable tothe maximum extent permissible at law.

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# 5.                                       Definitions.  For purposes of this Agreement the followingterms shall have the meanings specified below:

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## 5.1                                 “Board” or “Board of Directors”.  The Board of Directors of BlountInternational, Inc.

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## 5.2                                 “Cause”.  Theinvoluntary termination of Executive by the Company for the following reasonsshall constitute a termination for Cause:

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### (a)                                  If the termination shallhave been the result of an act or acts by Executive which have been found in anapplicable court of law to constitute a felony;

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### (b)                                 If the termination shallhave been the result of an act or acts by Executive which are in the good faithjudgment of the Chief Executive Officer (or his designee) to be in violation oflaw or of policies of the Company and which result in material damage to theCompany;

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### (c)                                  If the termination shallhave been the result of an act or acts of proven dishonesty by Executiveresulting or intended to result directly or indirectly in significant gain orpersonal enrichment to the Executive at the expense of the Company; or

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### (d)                                 Upon the willful andcontinued failure by the Executive substantially to perform his duties with theCompany (other than any such failure resulting from incapacity due to mental orphysical illness not constituting a Disability, as defined herein), after ademand in writing for substantial performance is delivered by the ChiefExecutive Officer (or his designee), which demand specifically identifies themanner in which the Chief Executive Officer (or his designee) believes thatExecutive has not substantially performed his duties.

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With respect to clauses (b), (c) or (d)  above of thisSection, Executive shall not be deemed to have been involuntarily terminatedfor Cause unless and until a notice is delivered to Executive by the ChiefExecutive Officer (or his designee) setting forth (i) the conduct deemedto qualify as Cause, (ii) reasonable action that would remedy suchobjectionable conduct, and (iii) a reasonable time (not less than thirtydays) within which Executive may take such remedial action, and Executive shallnot have taken such specified remedial action within such specified reasonabletime.  For purposes of this Agreement, noact or failure to act by Executive shall be deemed to be “willful” unless doneor omitted to be done by Executive not in good faith and without reasonablebelief that Executive’s action or omission was in the best interests of theCompany.

 

## 5.3                                 “Change in Control”. For purposes of this Agreement, Change in Control shall mean (a) theacquisition, directly or indirectly, by any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act), of securities ofBlount International, Inc., (“BII”), representing an aggregate of morethan 50% of the combined voting power of BII’s then outstanding securities(excluding acquisitions by persons who acquire such amount throughinheritance); (b) during any period of two consecutive years, individualswho at the beginning of 

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## such period constitute the Board, ceasefor any reason to constitute at least a majority thereof, unless the electionof each new director was approved in advance by a vote of at least a majorityof the directors then still in office who were directors at the beginning ofthe period; (c) consummation of (i) a merger, consolidation or otherbusiness combination of BII with any other “person” (as such term is used inSections 13(d) and 14(d) of Exchange Act) or affiliate thereof, otherthan a merger, consolidation or business combination which would result in theoutstanding common stock of BII immediately prior thereto continuing torepresent (either by remaining outstanding or by being converted into commonstock of the surviving entity or a parent or affiliate thereof) more than 50%of the outstanding common stock of BII, or such surviving entity or parent oraffiliate thereof, outstanding immediately after such merger, consolidation orbusiness combination, or (ii) a plan of complete liquidation of BII or anagreement for the sale or disposition by BII of all or substantially all of BII’sassets; or (d) a sale of more than 50% of the assets of BII.

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## 5.4                                 “Code”.  TheInternal Revenue Code of 1986, as it may be amended from time to time.

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## 5.5                                 “Confidential Information”.  All technical, business, and otherinformation relating to the business of BII or the Company or its subsidiariesor affiliates, including, without limitation, technical or nontechnical data,formulae, compilations, programs, devices, methods, techniques, processes,financial data, financial plans, product plans, and lists of actual orpotential customers or suppliers, which (i) derives economic value, actualor potential, from not being generally known to, and not being readilyascertainable by proper means by, other Persons, and (ii) is the subjectof efforts that are reasonable under the circumstances to maintain its 

 

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## secrecy or confidentiality.  Such information and compilations ofinformation shall be contractually subject to protection under this Agreementwhether or not such information constitutes a trade secret and is separatelyprotectable at law or in equity as a trade secret.  Confidential Information does not includeconfidential business information which does not constitute a trade secretunder applicable law two years after any expiration or termination of thisAgreement.

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## 5.6                                 “Disability” or “Disabled”.  Executive’s inability as a result of physicalor mental incapacity to substantially perform Executive’s duties for theCompany on a full-time basis for a period of six (6) consecutive months.

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## 5.7                                 “Person”.  Anyindividual, corporation, bank, partnership, joint venture, association,joint-stock company, trust, unincorporated organization or other entity.

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## 5.8                                 “Present Value”. The term “Present Value” on any particular date shall have the samemeaning as provided in Section 280G(d)(4) of the Code.

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# 6.                                       TerminationProcedures.  During the Term of thisAgreement, any purported termination of Executive’s employment (other than byreason of death) shall be communicated by written Notice of Termination fromone party hereto to the other party hereto in accordance with Section 10.  A Notice of Termination for Cause is requiredto include the information set forth in Section 5.2.  “Date of Termination,” with respect to anypurported termination of Executive’s employment during the Term of thisAgreement, shall mean (i) if Executive’s employment is terminated by hisdeath, the date of his death, (ii) if Executive’s employment is terminatedfor Disability, thirty (30) days after Notice of Termination is given (providedthat Executive shall not have returned to the full-time performance ofExecutive’s duties during such 

 

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# thirty (30) dayperiod), and (iii) if Executive’s employment is terminated for any otherreason, the date specified in the Notice of Termination (which, in the case ofa termination by the Company, shall not be less than thirty (30) days, exceptin the case of a termination for Cause; and in the case of a termination by theExecutive, shall not be less than thirty (30) days nor more than sixty (60)days, respectively, from the date such Notice of Termination is given).

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# 7.                                       ContractNon-Assignable.  The partiesacknowledge that this Agreement has been entered into due to, among otherthings, the special skills of Executive, and agree that this Agreement may notbe assigned or transferred by Executive, in whole or in part, without the priorwritten consent of the Company.

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# 8.                                       Successors;Binding Agreement.

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## 8.1                                 In addition to any obligations imposed by law upon anysuccessor to, or transferor of,  theCompany, the Company will require any successor to, or transferor of, all orsubstantially all of the business and/or assets of the Company (whether director indirect, by purchase, merger, reorganization, liquidation, consolidation orotherwise) to expressly assume and agree to perform this Agreement, in the samemanner and to the same extent that the Company would be required to perform itif no such succession had taken place.

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## 8.2                                 This Agreement shall inure to the benefit of and beenforceable by Executive’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees and bythe Company’s successors and assigns.  IfExecutive shall die while any amount would still be payable to Executivehereunder (other than amounts which, by their terms, terminate upon the deathof Executive) if Executive had continued to live, all such 

 

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## amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to theexecutors, personal representatives or administrators of Executive’s estate.

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# 9.                                       OtherAgents.  Nothing in this Agreement isto be interpreted as limiting the Company from employing other personnel onsuch terms and conditions as may be satisfactory to the Company.

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# 10.                                 Notices.  All notices, requests, demands and othercommunications required or permitted hereunder shall be in writing and shall bedeemed to have been duly given if delivered or seven days after mailing ifmailed, first class, certified mail, postage prepaid:

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| To the Company:   | Blount, Inc.                            |
|-------------------|----------------------------------------------|
|              | P.O. Box 22127                          |
|              | Portland, Oregon  97269-2127                 |
|              | ATTN: James Osterman                         |
|              |                                         |
|              | With a copy to: Richard H.  Irving, III |
|              | Blount, Inc.                            |
|              | P.O. Box 22127                          |
|              | Portland, Oregon 97269-2127                  |
|              |                                         |
| To the Executive: | Russell L. German                            |

 

Any party may change the address to which notices, requests, demandsand other communications shall be delivered or mailed by giving notice thereofto the other party in the same manner provided herein.

 

# 11.                                 ProvisionsSeverable.  If any provision orcovenant, or any part thereof, of this Agreement should be held by any court tobe invalid, illegal or unenforceable, either in whole or in part, suchinvalidity, illegality or unenforceability shall not affect the validity,legality or enforceability of the remaining provisions or covenants, or anypart thereof, of this Agreement, 

 

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# all of which shallremain in full force and effect.

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# 12.                                 Waiver.  Failure of either party to insist, in one ormore instances, on performance by the other in strict accordance with the termsand conditions of this Agreement shall not be deemed a waiver or relinquishmentof any right granted in this Agreement or the future performance of any suchterm or condition or of any other term or condition of this Agreement, unlesssuch waiver is contained in a writing signed by the party making the waiver.

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# 13.                                 Indemnification.  During the term of this Agreement and afterExecutive’s termination for a period of time equal to the Severance Period, theCompany shall indemnify Executive and hold Executive harmless from and againstany claim, loss or cause of action arising from or out of Executive’sperformance as an officer, director or employee of the Company or any of itssubsidiaries or other affiliates or in any other capacity, including anyfiduciary capacity, in which Executive serves at the Company’s request, in eachcase to the maximum extent permitted by law and under the Company’s Articles ofIncorporation and By-Laws (the “Governing Documents”), provided that in noevent shall the protection afforded to Executive hereunder be less than thatafforded under the Governing Documents as in effect on the date of thisAgreement except for changes mandated by law. During the Term and for a period of time equal to the Severance Period,Executive shall be covered in accordance with the terms of any policy ofdirectors and officers liability insurance maintained by the Company for thebenefit of its officers and directors.

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# 14.                                 Amendmentsand Modifications.  This Agreementmay be amended or modified only by a writing signed by both parties hereto.

#  

# 15.                                 GoverningLaw.  The validity and effect of thisAgreement shall be governed by 

 

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# and construed andenforced in accordance with the laws of the State of Delaware.

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# 16.                                 Arbitrationof Disputes; Expenses.  All claims byExecutive for compensation and benefits under this Agreement shall be directedto and determined by the Board and shall be in writing.  Any denial by the Board of a claim forbenefits under this Agreement shall be delivered to Executive in writing andshall set forth the specific reasons for the denial and the specific provisionsof this Agreement relied upon.  The Boardshall afford a reasonable opportunity to Executive for a review of a decisiondenying a claim and shall further allow Executive to appeal to the Board a decisionof the Board within sixty (60) days after notification by the Board thatExecutive’s claim has been denied. Unless prohibited by applicable law, any further dispute or controversyarising under or in connection with this Agreement shall be settled exclusivelyby arbitration in Portland, Oregon and shall proceed in accordance with the rules ofthe American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction. In the event the Executive incurs legal fees and other expenses inseeking to obtain or to enforce any rights or benefits provided by thisAgreement and is successful, in whole or in part, in obtaining or enforcing anymaterial rights or benefits through settlement, arbitration or otherwise, theCompany shall promptly pay a portion, which reflects the extent to whichExecutive has been successful in enforcing such material rights or benefits, ofExecutive’s reasonable legal fees and expenses incurred in enforcing thisAgreement and the fees of the arbitrator. Except to the extent provided in the preceding sentence, each partyshall pay its own legal fees and other expenses associated with any dispute.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreementas of the day and year first above written.

 

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|   | EXECUTIVE:            |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | /s/ Russell L. German |
|   | RUSSELL L. GERMAN     |
|   |                  |
|   |                  |
|   | COMPANY:              |
|   | BLOUNT, INC.          |
|   |                  |
|   |                  |
|   | By:                   | /s/ James S. Osterman |

 

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