**Exhibit 10.(r)**

 

EMPLOYMENTAGREEMENT

 

THIS AGREEMENT is made and entered into as of this 1st day of June,1999, by and between BLOUNT, INC., a Delaware corporation (the “Company”), andCyrille Benoit Michel (“Executive”).

 

W I T N E S S E T H:

 

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; and

 

WHEREAS, the Company entered into an Agreement and Plan of Merger andRecapitalization (the “Recapitalization Agreement”) dated April 18, 1999with Red Dog Acquisition, Corp. (“Newco”), a wholly owned subsidiary of LehmanBrothers Merchant Banking Partners II L.P. (“LB MBP II”); and

 

WHEREAS, pursuant to the Recapitalization Agreement, the Company willbe recapitalized through a merger with and into Newco, following whichsubstantially all of the outstanding capital stock of the Company will be heldby LB MBP II; and

 

WHEREAS, the Company desires to modify any prior employment agreementand restate such agreement in a single document as hereinafter provided; and

 

WHEREAS, Executive desires to continue his employment with the Companyon the terms and conditions provided herein;

 

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

 

# 1.                                       Employment andTerm.

#  

### (a)                            Subject to theterms and conditions of this Agreement, the Company hereby employs Executive,and Executive hereby accepts employment, as Vice President, 

 

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### Marketingof the OCSD of the Company and shall have such responsibilities, duties andauthority as may from time to time be assigned to Executive by the GroupPresident (or his designee), which responsibilities, duties and authority maybe altered from time to time. Executive hereby agrees that during the Term ofthis Agreement he will devote substantially all his working time, attention andenergies to the diligent performance of his duties for the Company.  With the consent of the Group President (orhis designee), the Executive may serve as a director on the board of directorsor trustees of an additional company or educational organization.

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### (b)                           Unless earlierterminated as provided herein, Executive’s employment under this Agreement shallbe for a rolling, two-year term (the “Term”) commencing on the Effective Time(as defined in the Recapitalization Agreement), and shall be deemed to extendautomatically, without further action by either the Company or Executive, eachday for an additional day, such that the remaining term of the Agreement shallcontinue to be two years; provided, however, that either party may, by writtennotice to the other, cause this Agreement to cease to extend automatically and,upon such notice, the “Term” of this Agreement shall be the two years followingthe date of such notice and this Agreement shall terminate upon the expirationof such Term.

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### (c)                            The purpose ofthis Agreement is to amend any prior employment agreement and to provide asingle, integrated document which shall provide the basis for Executive’scontinued employment by the Company. This Agreement supersedes any prior employment agreement in its entiretyand any rights under any prior employment agreement are terminated on theEffective Time, This Agreement shall not be effective until the Effective Time,

 

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### andthis Agreement shall terminate immediately if the Recapitalization Agreement isterminated in accordance with its terms prior to the Effective Time.

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# 2.                                       Compensationand Benefits.  As compensationfor Executive’s services during the initial Term of this Agreement, Executiveshall be paid and receive the compensation and benefits set forth insubsections (a) through (e) below:

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### (a)                            An annual basesalary (“Base Salary”) of One Hundred Thirty-Eight Thousand and 00/00 Dollars($138,000.00), prorated for any partial year of employment. Executive’s BaseSalary shall be subject to annual review at such time as the Company conductssalary reviews 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)                           Executive shallbe eligible to participate in the Target Incentive Plan and such other annualincentive plans as may be established by the Company from time to time forindividuals at Executive’s level.  TheCompany will establish individual and financial performance goals each yearunder the incentive plans, and Executive’s annual Target Bonus shall be 40% ofBase Salary; the maximum award for exceeding the performance goals (which willbe determined in accordance with the current plan design) shall be 80% of BaseSalary.  The annual incentive bonuspayable under this subsection (b) shall be payable as a lump sum at thesame time bonuses are paid to other executives, unless Executive elects todefer all or a portion of such bonus pursuant to any deferral plan establishedby the Company for such purpose.

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### (c)                            The Companywill grant Executive 7,000 options to purchase shares of the Company’s CommonStock that will vest over time (“Time Options”) and the Company will grantExecutive performance-based options for 7,000 shares of the Company’s CommonStock 

 

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### (“PerformanceOptions”) (the Time Options and the Performance Options are collectivelyreferred to herein as “Options”).  Theterms and conditions of the Time Options and the Performance Options shall beas set forth in the separate Option Agreements with Executive covering thegrant of such Options.  Executive will beeligible to participate in such other stock option programs as may beestablished from time to time by the Company for its executives.

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The other terms and conditions applicable to theOptions and any equity purchased by Executive in the Company on or after theEffective Time (“Purchased Equity”), including put and call rights, shall be asprovided in the Employee Shareholders Agreement, the terms and conditions ofwhich are described on Schedule A, and to which Executive agrees to be bound.

 

### (d)                           Executive shallbe entitled to participate in, or receive benefits under, any “employee benefitplan” (as defined in Section 3(3) of ERISA) or employee benefitarrangement made generally available by the Company to its executives,including plans providing retirement, 401(k) benefits, health care, lifeinsurance, disability and similar benefits.

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### (e)                            Executive iseligible 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. Executive will be promptly reimbursed by the Company for allreasonable business expenses Executive incurs and properly reports in carryingout Executive’s duties and responsibilities under this Agreement.

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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 byNotice of Termination (as 

 

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## describedin Section 6).  If the Companyterminates Executive’s employment under this Agreement (i) for Cause, asdefined in Section 5.2, (ii) if Executive becomes Disabled, or (iii) uponExecutive’s death, the Company’s obligations under this Agreement shall ceaseas of the date of termination; provided, however, that Executive will beentitled to whatever benefits are payable to Executive pursuant to the terms ofany health, life insurance, disability, welfare, retirement or other plan orprogram maintained by the Company in which Executive participates. If theCompany terminates Executive during the Term of this Agreement other thanpursuant to clauses (i) through (iii) of this Section 3.1,Executive shall be entitled to receive the compensation and benefits providedin subsections (a) through (c) below. Unless specified otherwise, the time periods in subsections(a) through (c) below shall be the 12-month period commencing on thedate of Executive’s termination of employment (“Severance Period”). Except asotherwise provided herein, the Company agrees that if Executive terminatesemployment and is entitled to compensation and benefits under this Section 3.1,he shall not be required to mitigate damages by seeking other employment, nor shallany amount he earns reduce the amount payable by the Company hereunder.  Executive agrees that the compensation andbenefits provided pursuant to Sections 3.1 and 3.2 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 or to be provided under subsections (a) through(c) below shall cease in the event of Executive’s death after terminationof employment.

 

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### (a)                            Base Salary - Executivewill continue to receive his Base Salary as then in effect (subject towithholding of all applicable taxes) for the Severance Period in the samemanner as it was being paid as of the date of termination.

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### (b)                           Bonuses andIncentives - Executive shall receive bonus payments from theCompany for each month of the Severance Period in an amount for each such monthequal to one-twelfth of the average of the bonuses earned by him for the twofiscal years in which bonuses were paid immediately preceding the year in whichsuch termination occurs.  Any bonusamounts that Executive had previously earned from the Company but which may notyet have been paid as of the date of termination shall be payable on the datesuch amounts are payable to other executives and Executive’s termination shallnot affect the payment of such bonus. Executive shall also receive a proratedbonus for any uncompleted fiscal year at the date of termination (assuming theTarget Award level has been achieved), based upon the number of days that hewas employed during such fiscal year.

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### (c)                            Health and LifeInsurance Coverage - The health care and group term life insurancebenefits coverage provided to Executive at his date of termination shall becontinued for the Severance Period at the same level and in the same manner asthen provided to actively employed executive participants as if his employment under this Agreement had notterminated. Any additional coverages Executive had at termination, includingdependent coverage, will also be continued for such period on the same terms, to the extentpermitted by the applicable policies or contracts.  Any costs Executive was paying for suchcoverages at the time of termination shall be withheld from the amounts payableunder subsection (a) above,or be paid by Executive by separate check payable to the Company each month inadvance.  If the terms of any benefitplan referred to in this Section, or the laws applicable to such plan, do notpermit continued 

 

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### participationby Executive, then the Company will arrange for other coverage at its expenseproviding substantially similar benefits (including the same deductible andco-payment levels provided under the Company’s policy).  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)                           Lump SumPayment.  While the Company intends topay such amounts on a monthly basis, the Company may, in its sole discretion,decide that the salary payments provided for under subsection (a) and/orthe bonus payments provided for under subsection (b) shall be paid in asingle lump sum payment, to be paid not later than 180 days after Executive’stermination of employment; provided, further, that the amount ofany such lump sum payment shall be determined by taking the salary or bonus payments to be made anddiscounting them to their Present Value (as defined in Section 5.8) on the date the payment to Executive is made.  The lump sum payment under this subsection (d) shallnot alter the amounts Executive is entitled to receive under the benefit plansdescribed in subsection (c).  Benefitsunder such plans shall be determined as if Executive had received such paymentsover the Severance Period.

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### (e)                            Stock Options.  As of Executive’s date of termination, thevesting and exercisability of all outstanding Time Options and PerformanceOptions held by Executive, (and any other outstanding stock options granted toExecutive by the Company) shall be determined in accordance with the stockoption agreements for such options.

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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 otherthan for Good Reason, the Company’s obligations under this Agreementshall cease as of the date of such termination. If Executive terminates his 

 

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## employmentfor Good Reason (as defined in Section 5.6), Executive shall be entitledto receive the compensation and benefits set forth in subsections (a) through(e) of Section 3.1 for the Severance Period, including thenonmitigation and other provisions of such section.

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## 3.3                                 Release ofClaims.  To be entitled to any of thecompensation and benefits described above in this Section 3, Executiveshall sign a release of claims in the form required by the Company.  No payments shall be made under this Section 3until such release has been properly executed and delivered to the Company anduntil the expiration of the revocation period, if any, provided under therelease.  If the release is not properlyexecuted by Executive and delivered to the Company within the reasonable timeperiods specified in the release, the Company’s obligations under this Section 3will terminate.

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## 3.4                                 Sale ofBusiness.  If all orsubstantially all of the assets of the business unit for which Executive worksare sold by the Company and Executive receives a bona fide offer of employmentfrom the purchaser of such assets for a position and with compensation andbenefits comparable to those Executive then has with the Company, Executiveshall not, as a result of such transaction, be entitled to compensation andbenefits under this Section 3 arising from his termination of employmentwith the Company, nor shall Executive be entitled to terminate his employmentfor Good Reason.  If Executive does notreceive such a bona fide offer of employment from the purchaser, then the otherprovisions of this Section 3 shall apply.

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# 4.                                       Confidentialityand Noncompetition.

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### (a)                            Executiveacknowledges that, prior to and during the Term of this Agreement, the Companyhas furnished and will furnish to Executive Confidential informationwhich could be used by Executive on behalf of a competitor of the Company tothe Company’s substantial detriment. Moreover, the parties recognize that Executive during the course of his 

 

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### employmentwith the Company may develop important relationships with customers and othershaving valuable business relationships with the Company.  In view of the foregoing, Executiveacknowledges and agrees that the restrictive covenants contained in this Section arereasonably necessary to protect the Company’s legitimate business interests and good will.

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### (b)                           Executiveagrees that he shall protect the Company’s Confidential Information and shallnot disclose to any Person, or otherwise use,except in connection with his duties performed in accordance with thisAgreement, any Confidential Information at any time, including following thetermination of his employment with the Company for any reason; provided, however,that Executive may make disclosures required by a valid order or subpoenaissued by a court or administrative agency of competent jurisdiction, in whichevent Executive will promptly notify the Company of such order or subpoena toprovide the Company an opportunity to protect its interests.  Executive’s obligations under this Section 4(b) shallsurvive any expiration or termination of this Agreement for any reason,provided that Executive may after such expiration or termination discloseConfidential Information with the prior written consent of the Board.

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### (c)                            Upon thetermination or expiration of his employment hereunder, Executive agrees todeliver promptly to the Company all Company files, customer lists, managementreports, memoranda, research, Company forms, financial data and reports andother documents supplied to or created by him in connection with his employmenthereunder (including all copies of the foregoing) in his possession or control,and all of the Company’s equipment andother 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 thetermination or expiration of his employment under this Agreement, Executiveagrees that for a period of one (1) yearfrom his date of termination or until the end of the period for which he isentitled to receive compensation under Section 3.1 or 3.2 above, whicheveris longer, he shall not (i) enter into or engage in the design, manufacture, marketing or sale of any productssimilar to those produced or offered by the Company or its affiliates in thearea of North America, either as an individual, partner or joint venturer, oras an employee, agent or salesman, or as an officer, director, or shareholderof a corporation, (ii) divert or attempt to divert any person, concern orentity which is furnished products or services by the Company from doingbusiness with the Company or otherwise change its relationship with theCompany, or (iii) solicit, lure or attempt to hire away any of theemployees of the Company withwhom the Executive interacted directly or indirectly while employed with theCompany.

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### (e)                            Executiveacknowledges that if he breaches or threatens to breach this Section 4,his actions may cause irreparable harm and damage to the Company which couldnot be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, inaddition to any other rights or remedies of the Company.  The existence of any claim or cause of actionby Executive against the Company, whether predicated on this Agreement orotherwise, shall not constitute a defense to the enforcement by the Company ofExecutive’s agreement under this Section 4(e).

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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”.  TheBoard of Directors of the Company.

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## 5.2                                 “Cause”.  The involuntary termination of Executive bythe Company for the following reasons shall constitute a termination for Cause:

 

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### (a)                            If thetermination shall have been the result of an act or acts by Executive whichhave been found in an applicable court of law to constitute a felony;

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### (b)                           If thetermination shall have been the result of an act or acts by Executive which arein the good faith judgment of the Chief Executive Officer (or his designee) tobe in violation of law or of policies of the Company and which result inmaterial damage to the Company;

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### (c)                            If thetermination shall have been the result of an act or acts of proven dishonestyby Executive resulting or intended to result directly or indirectly insignificant gain or personal enrichment to the Executive at the expense of the Company;or

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### (d)                           Upon thewillful and continued failure by the Executive substantially to perform hisduties with the Company (other than any such failure resulting from incapacitydue to mental or physical illness not constituting a Disability, as definedherein), after a demand in writing for substantial performance is delivered bythe Chief Executive Officer (or his designee), which demand specificallyidentifies the manner in which the Chief Executive Officer (or his designee)believes that Executive 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 (ill) a reasonable time (not less than thirty days)within which Executive may take such remedial action, and Executive shall nothave 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 

 

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without reasonable belief that Executive’s action oromission was in the best interests of the Company.

 

## 5.3                                 “Code”.  The Internal Revenue Code of 1986, as it maybe amended from time to time.

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## 5.4                                 “ConfidentialInformation”.  All technical,business, and other information relating to the business of the Company or itssubsidiaries or affiliates, including, without limitation, technical ornontechnical data, formulae, compilations, programs, devices, methods,techniques, processes, financial data, financial plans, product plans, andlists of actual or potential customers or suppliers, which (i) deriveseconomic value, actual or potential, from not being generally known to, and notbeing readily ascertainable by proper means by, other Persons, and (ii) isthe subject of efforts that are reasonable under the circumstances to maintainits secrecy or confidentiality.  Suchinformation and compilations of information shall be contractually subject toprotection under this Agreement whether or not such information constitutes atrade secret and is separately protectable at law or in equity as a tradesecret. Confidential information does not include confidential businessinformation which does not constitute a trade secret under applicable law twoyears after any expiration or termination of this Agreement.

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## 5.5                                 “Disability” or “Disabled”. Executive’s inability as aresult of physical or mental incapacity to substantially perform Executive’sduties for the Company on a full-time basis for a period of six (6) consecutivemonths.

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## 5.6                                 “Good Reason”. A “Good Reason” for terminationby Executive of Executive’s employment shall mean the occurrence during theTerm (without the Executive’s express written consent) of any one of thefollowing acts by the Company, or failures by the Company to act, 

 

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## andsuch act or failure to act has not been corrected within thirty (30) days afterwritten notice of such act or failure to act is given by Executive to theCompany;

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#### (i)                                     a materialadverse change in the nature or status of Executive’s job responsibilities fromthose set forth in Section 1(a), except in connection with (A) a jobchange or relocation of Executive that is necessitated by changes in theoperation of the business; or (B) a performance-related job change orrelocation of Executive that the Company deems necessary to the operation ofthe business.

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#### (ii)                                  a reduction bythe Company in Executive’s Base Salary as in effect on the date hereof or asthe same may be increased from time to time, except in connection with (A) anacross-the-board pay reduction for executives of similar status, or (B) achange described in (i)(A) or (i)(B) above;

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#### (iii)                               the failure bythe Company to continue to provide Executive with compensation and benefitssubstantially similar in the aggregate to those enjoyed by Executive on thedate hereof under the Company’s retirement, 401(k), incentive compensation,life insurance, health and accident or disability plans, or the taking of anyaction by the Company which would directly or indirectly materially reduce anyof such compensation or benefits, except in connection with (A) anacross-the-board reduction that impacts executives at Executive’s levelgenerally, or (B) a change described in (i)(A) or (i)(B) above;

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#### (iv)                              any purportedtermination of Executive’s employment which is not effected pursuant to a Noticeof Termination satisfying the requirements of Section 6 (for purposes ofthis Agreement, no such purported termination shall be effective).

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The Executive’s right to terminate the Executive’semployment for Good Reason shall not be affected by the Executive’s incapacitydue to physical or mental illness. Unless 

 

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otherwise agreed to by Executive, the Executive’scontinued employment shall not constitute consent to, or a waiver of rightswith respect to, any act or failure to act constituting Good Reason hereunder.

 

## 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                                 “PresentValue”.  The term “Present Value” onany particular date shall have the same meaning as provided in Section 280G(d)(4) ofthe Code.

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# 6.                                       TerminationProcedures.  During theTerm of this Agreement, any purported termination of Executive’s employment(other than by reason of death) shall be communicated by written Notice ofTermination from one 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 isterminated by his death, the date of his death, (ii) if Executive’semployment is terminated for Disability, thirty (30) days after Notice ofTermination is given (provided that Executive shall not have returned to thefull-time performance of Executive’s duties during such 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 of a termination by the Company, shall not be less thanthirty (30) days, except in the case of a termination for Cause;and in the case of a termination by the Executive, shall not be less thanthirty (30) days nor more than sixty (60) days, respectively, fromthe 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 

 

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# Agreementmay not be assigned or transferred by Executive, in whole or in part, withoutthe prior written consent of the Company.

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# 8.                                       Successors;Binding Agreement.

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## 8.1                                 In addition toany obligations imposed by law upon any successor 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. Failure of the Company to obtain such assumption and agreement prior tothe effectiveness of any such succession shall constitute the basis forExecutive to terminate the Executive’s employment for Good Reason during the90-day period after such succession and to receive the compensation andbenefits provided in Section 3.1 above. The provisions of this Section 8.1 shall not apply to transactionscovered by Section 3.4.

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## 8.2                                 This Agreementshall inure to the benefit of and be enforceable by Executive’s personal orlegal representatives, executors, administrators, successors, heirs,distributees, devisees and legatees and by the Company’s successors andassigns.  If Executive shall die whileany amount would still be payable to Executive hereunder (other than amountswhich, by their terms, terminate upon the death of Executive) if Executive hadcontinued to live, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to the executors, personalrepresentatives or administrators of Executive’s estate.

 

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# 9.                                       Other Agents.  Nothing in this Agreement is to beinterpreted as limiting the Company from employing other personnel on suchterms 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:

 
| To the Company:   |   | Blount International, Inc.             |
|-------------------|--------|---------------------------------------------|
|              |   | 4520 Executive Park Drive                   |
|              |   | Montgomery, Alabama 36116-1602              |
|              |   | ATTN:                                       |   |
|              |   |                                        |
|              |   | With a copy to: Richard H. Irving, III |
|              |   | Blount International, Inc.             |
|              |   | 4520 Executive Park Drive                   |
|              |   | Montgomery, Alabama 36116-1602              |
|              |   |                                        |
| To the Executive: |   | Cyrille Benoit Michel                       |
|              |   | Blount, Inc.                           |
|              |   | Oregon Cutting Systems Division             |
|              |   | 4909 B.E. International Way                 |
|              |   | Portland, Oregon 97222-4679                 |

 

Any party may change the address to which notices,requests, demands and other communications shall be delivered or mailed bygiving notice thereof to the other party in the same manner provided herein.

 

# 11.                                 ProvisionsSeverable.  If anyprovision or covenant, or any part thereof, of this Agreement should be held byany court to be invalid, illegal or unenforceable, either in whole or in part,such invalidity, illegality or unenforceability shall not affect the validity,legality or enforceability of the remaining provisions or covenants, or anypart thereof, of this Agreement, all of which shall remain in full force andeffect.

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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 

 

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# deemeda waiver or relinquishment of any right granted in this Agreement or the futureperformance of any such term or condition or of any other term or condition ofthis Agreement, unless such waiver is contained in a writing signed by theparty 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 officersliability insurance maintained by the Company for the benefit of its officersand directors.

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# 14.                                 Amendments andModifications.  ThisAgreement may be amended or modified only by a writing signed by both partieshereto.

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# 15.                                 Governing Law.  The validity and effect of this Agreementshall be governed by and construed and enforced in accordance with the laws ofthe State of Delaware.

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# 16.                                 Arbitration ofDisputes;  Expenses.  All claims by Executive for compensation andbenefits under this Agreement shall be directed to and determined by the Boardand shall be in writing.  Any denial bythe Board of a claim for benefits under this Agreement shall be 

 

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# deliveredto Executive in writing and shall set forth the specific reasons for the denialand the specific provisions of this Agreement relied upon.  The Board shall afford areasonable opportunity to Executive for a review of a decision denying aclaim and shall further allow Executive to appeal to the Board a decision ofthe Board within sixty (60) days after notification by the Board that Executive’sclaim has been denied.  Unless prohibitedby applicable law, any further dispute or controversy arising under or inconnection with this Agreement shall be settled exclusively by arbitration in alocation selected at the discretion of the Company (which shall not be unreasonable,taking into account the business location at which Executive is employed), andshall proceed in accordance with the rules of the American ArbitrationAssociation then in effect. Judgment may be entered on the arbitrator’s awardin any court having jurisdiction.  In theevent the Executive incurs legal fees and other expenses in seeking to obtainor to enforce any rights or benefits provided by this Agreement and issuccessful, in whole or in part, in obtaining or enforcing any material rightsor benefits through settlement, arbitration or otherwise, the Company shallpromptly pay Executive’s reasonable legalfees and expenses incurred in enforcing this Agreement and thefees of the arbitrator.  Except to theextent provided in the preceding sentence, each party shall pay its own legalfees and other expenses associated with any dispute.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of theday and year first above written.

 

 
|   | EXECUTIVE:                |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | /s/ Cyrille Benoit Michel |
|   |                      |
|   |                      |
|   | COMPANY:                  |
|   |                      |
|   | BLOUNT, INC.              |
|   |                      |
|   |                      |
|   | By:                       |  /s/ John M. Panettiere |

 

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