**Exhibit 10(q)**

** **

**AMENDEDAND RESTATED**

**EMPLOYMENTAGREEMENT**

 

THIS AMENDED AND RESTATEDAGREEMENT is made and entered into as of this 1st day of October, 2002, by andbetween BLOUNT, INC., a Delaware corporation(the “Company”), and James Lee VanderZanden (“Executive”).

 

WITNESSETH:

 

WHEREAS, the Company andExecutive entered into an Employment Agreement, dated as of June 1, 1999,which Agreement became effective on August 19, 1999 (“Prior EmploymentAgreement”); and

 

WHEREAS, the parties nowdesire to modify the Prior Employment Agreement in a number of respects and torestate such agreement as hereinafter provided; and

 

WHEREAS, Executivedesires to continue his employment with the Company on the terms and conditionsprovided herein;

 

NOW, THEREFORE, in considerationof the premises and the mutual covenants and agreements contained herein, theparties hereby agree as follows:

 

# 1.                                       Employment and Term.

#  

### (a)                                  Subject to the terms and conditions of this Agreement, theCompany hereby employs Executive, and Executive hereby accepts employment, asPresident of the ICS Group of the Company and shall have such responsibilities,duties and authority as may from time to time be assigned to Executive by theChief Executive Officer or the Board. Executive hereby agrees that during theTerm of this Agreement he will devote substantially all his working time,attention and energies to the diligent performance of his duties for theCompany.

 

----

###  

### (b)                                 Unless earlier terminated as provided herein, Executive’semployment under this Agreement shall be for a rolling, two-year term (the“Term”) commencing on the Effective Time (as defined in subsection (c) below),and shall be deemed to extend automatically, without further action by eitherthe Company or Executive, each day for an additional day, such that theremaining term of the Agreement shall continue to be two years; provided,however, that either party may, by written notice to the other, cause thisAgreement to cease to extend automatically and, upon such notice, the “Term” ofthis Agreement shall be the two years following the date of such notice andthis Agreement shall terminate upon the expiration of such Term.

###  

### (c)                                  This amended and restated Agreement is effective October 1,2002 (“Effective Time”) and supersedes the Prior Employment Agreement in itsentirety and any rights under the Prior Employment Agreement are terminated onthe Effective Time.

###  

# 2.                                       Compensation and Benefits.  As compensation for Executive’s servicesduring the Term of this Agreement, Executive shall be paid and receive thecompensation and benefits set forth in subsections (a) through (e) below:

#  

### (a)                                  An annual base salary (“Base Salary”) of One Hundred FiftyThousand and No/100 Dollars ($150,000.00), prorated for any partial year ofemployment. Executive’s Base Salary shall be subject to annual review at suchtime as the Company conducts salary reviews for its Executives generally.Executive’s Base Salary shall be payable in accordance with the Company’sregular payroll practices in effect from time to time.

###  

### (b)                                 Executive shall be eligible to participate in the ExecutiveManagement Annual Incentive Program (“Incentive Program”) and such other annualincentive plans as may be established by the Company from time to time forindividuals at Executive’s level.  The 

 

2

----

###  

### Company will establish individual andfinancial performance goals each year under the Incentive Program, andExecutive’s annual Target Bonus shall be fifty percent (50%) 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.

###  

### (c)                                  Executive shall be entitled to participate in, or receivebenefits under, any “employee benefit plan” (as defined in Section 3(3) ofERISA) or employee benefit arrangement made generally available by the Companyto its Executives, including plans providing retirement, 401 (k) benefits,health care (including Exec-U-Care), life insurance, disability and similarbenefits.

###  

### (d)                                 Executive is eligible for vacation in accordance with theCompany’s standard vacation policy. Executive will be provided a vehicle in accordance with the Company’sautomobile policy.  Executive will bepromptly reimbursed by the Company for all reasonable business expensesExecutive incurs and properly reports in carrying out Executive’s duties andresponsibilities under this Agreement.

###  

# 3.                                       Termination.

#  

## 3.1                                 Termination.  The Company shall have the right to terminateExecutive’s employment under this Agreement at any time during the Term bynotice to Executive. Executive shall have the right to terminate his employmentat any time during the Term by notice to the Company. If the Company terminatesExecutive’s employment under this Agreement for Cause (as defined in Section 5.2),disability (as determined by the Company), or upon Executive’s death, or ifExecutive terminates his employment, the Company’s obligations under thisAgreement shall cease as of the date of termination; provided, however, thatExecutive will 

 

3

----

##  

## be entitled to whatever benefits arepayable to Executive pursuant to the terms of any health, life insurance,disability, welfare, retirement or other plan or program maintained by theCompany in which Executive participates. If the Company terminates Executive during the Term of this Agreementother than for Cause (and such termination does not result from Executive’sdisability or death), Executive shall be entitled to receive the compensationand benefits provided in subsections (a) through (c) below. Unlessspecified otherwise, the time periods in subsections (a) through (c) belowshall be the lesser of (i) the 12-month period (the twenty-four (24) monthperiod if Executive’s date of termination of employment is on or after the dateof a Change in Control, as defined in Section 5.3) commencing on the dateof Executive’s termination of employment, or (ii) the time periodremaining from the date of Executive’s termination until he attains age 65(such time period under (i) or (ii) is hereinafter referred to as the“Severance Period”). Except as otherwise provided herein, the Company agreesthat if Executive terminates employment and is entitled to compensation andbenefits under this Section 3.1, he shall not be required to mitigatedamages by seeking other employment, nor shall any amount he earns reduce theamount payable by the Company hereunder. Executive agrees that the compensationand benefits provided pursuant to this Section 3.1 shall be the onlyseverance benefits payable to Executive by the Company and its affiliates as aresult of Executive’s termination of employment and Executive hereby waives hisrights (if any) to any severance benefits under any other plan or program ofthe Company and its affiliates. The compensation and benefits payable or to beprovided under subsections (a) through (c) below shall cease in theevent of Executive’s death after termination of employment.

##  

### (a)                                  Base Salary- Executive will continue to receive his Base Salary as then in effect (subjectto withholding of all applicable taxes) for the Severance Period in the same 

 

4

----

###  

### manner as it was being paid as of thedate of termination; provided, however, that the salary paymentsprovided for hereunder shall be paid in a single lump sum payment, to be paidnot later than 30 days after his termination of employment; provided, further,that the amount of such lump sum payment shall be determined by taking thesalary payments to be made and discounting them to their Present Value (asdefined in Section 5.11) on the date Executive’s employment under thisAgreement is terminated.

###  

### (b)                                 Bonuses and Incentives- Executive shall receive bonus payments from the Company for each month of theSeverance Period in an amount for each such month equal to one-twelfth of theaverage of the bonuses earned by him for the two fiscal years in which bonuseswere paid immediately preceding the fiscal year in which such terminationoccurs. Any bonus amounts that Executive had previously earned from the Companybut which may not yet have been paid as of the date of termination shall bepayable on the date such amounts are payable to other executives andExecutive’s termination shall not affect the payment of such bonus. Executiveshall also receive a prorated bonus for any uncompleted fiscal year at the dateof termination (assuming the Target Award level has been achieved for suchyear), 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; *provided*,that the amount of such lump sum payment representing the monthly bonuspayments shall be determined by taking the monthly bonus payments to be madeand discounting them to their Present Value on the date Executive’s employmentunder this Agreement is terminated.

###  

### (c)                                  Health and Life Insurance Coverage - The health care (including Exec-U-Care) and group termlife insurance benefits coverage provided to Executive at his date of 

 

5

----

###  

### termination shall be continued for theSeverance Period at the same level and in the same manner as then provided toactively employed executive participants as if his employment under thisAgreement 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 policies orcontracts. Any costs Executive was paying for such coverages at the time oftermination shall be paid by Executive by separate check payable to the Companyeach month in advance. If the terms of any benefit plan referred to in thisSection, or the laws applicable to such plan, do not permit continuedparticipation by Executive, then the Company will arrange for other coverage atits expense providing substantially similar benefits (including the samedeductible and co-payment levels provided under the Company’s policy). Thebenefits provided in this subsection (c) shall cease if Executive obtainsother employment and, as a result of such other employment, health care andlife insurance benefits are available to Executive.

###  

### (d)                                 Effect of Lump Sum Payment.  The lump sum payments under subsections (a) and(b) above shall not alter the amounts Executive is entitled to receiveunder the benefit plans described in subsections (c) and (d). Benefitsunder such plans shall be determined as if Executive had received such paymentsmonthly over the Severance Period.

###  

### (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.

###  

## 3.2                                 Release of Claims- To be entitled to any of the compensation and benefits described above in Section 3.1,Executive shall sign a release of claims in the form required by 

 

6

----

##  

## the Company. No payments shall be madeunder Section 3.1 until such release has been properly executed anddelivered to the Company and until the expiration of the revocation period, ifany, provided under the release. If the release is not properly executed by theExecutive and delivered to the Company within the reasonable time periodsspecified in the release, the Company’s obligations under Section 3.1 willterminate.

##  

## 3.3                                 Sale of Business- If all or substantially all of the assets of the business unit for whichExecutive works are sold by the Company and Executive receives a bona fideoffer of employment from the purchaser of such assets for a position and withcompensation and benefits comparable to those Executive then has with theCompany, Executive shall not, as a result of such transaction, be entitled tocompensation and benefits under Section 3.1 arising from his terminationof employment with the Company. If Executive does not receive such a bona fideoffer of employment with comparable compensation and benefits from thepurchaser, then the other provisions of this Section 3 shall apply.

##  

# 4.                                       Confidentiality and Noncompetition.

#  

### (a)                                  Executive acknowledges that, prior to and during the Term ofthis Agreement, the Company has furnished and will furnish to ExecutiveConfidential Information which could be used by Executive on behalf of acompetitor of the Company to the Company’s substantial detriment. Moreover, theparties recognize that Executive during the course of his employment with theCompany may develop important relationships with customers and others havingvaluable business relationships with the Company. 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.

 

7

----

###  

### (b)                                 Executive agrees that he shall protect the Company’sConfidential Information and shall not disclose to any Person, or otherwiseuse, 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 orsubpoena issued by a court or administrative agency of competent jurisdiction,in which event Executive will promptly notify the Company of such order orsubpoena to provide the Company an opportunity to protect its interests.Executive’s obligations under this Section 4(b) shall survive anyexpiration or termination of this Agreement for any reason, provided thatExecutive may after such expiration or termination disclose ConfidentialInformation with the prior written consent of the Board.

###  

### (c)                                  Upon the termination or expiration of his employmenthereunder, Executive agrees to deliver promptly to the Company all Companyfiles, customer lists, management reports, memoranda, research, Company forms,financial data and reports and other documents supplied to or created by him inconnection with his employment hereunder (including all copies of theforegoing) in his possession or control, and all of the Company’s equipment andother materials in his possession or control. Executive’s obligations underthis Section 4(c) shall survive any expiration or termination of thisAgreement.

###  

### (d)                                 Upon the termination or expiration of his employment underthis Agreement, Executive agrees that for a period of one (1) year fromhis date of termination, he shall not (i) enter into or engage in thedesign, manufacture, marketing or sale of any products similar to thoseproduced or offered by the Company or its affiliates in the area of North America,either as an individual, partner or joint venturer, or as an Executive, agentor salesman, 

 

8

----

###  

### or as an officer, director, orshareholder of a corporation, (ii) divert or attempt to divert any person,concern or entity which is furnished products or services by the Company fromdoing business with the Company or otherwise change its relationship with theCompany, or (iii) solicit, lure or attempt to hire away any of theExecutives of the Company with whom the Executive interacted directly orindirectly while employed with the Company.

###  

### (e)                                  Executive acknowledges that if he breaches or threatens tobreach this Section 4, his actions may cause irreparable harm and damageto the Company which could not be compensated in damages. Accordingly, ifExecutive breaches or threatens to breach this Section 4, the Companyshall be entitled to seek injunctive relief, in addition to any other rights orremedies of the Company. The existence of any claim or cause of action byExecutive 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).

###  

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

#  

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

##  

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

##  

### (a)                                  If the termination shall have been the result of an act oracts by Executive which have been found in an applicable court of law toconstitute a felony;

###  

### (b)                                 If the termination shall have been the result of an act oracts by Executive which are in the good faith judgment of the Company to be inviolation of law or of policies of the Company and which result in materialdamage to the Company;

 

9

----

 

### (c)                                  If the termination shall have been the result of an act oracts of proven dishonesty by Executive resulting or intended to result directlyor indirectly in gain or personal enrichment to the Executive at the expense ofthe Company; or

###  

### (d)                                 Upon the willful and continued failure by the Executivesubstantially to perform his duties with the Company (other than any suchfailure resulting from incapacity due to mental or physical illness notconstituting a disability), after a demand in writing for substantialperformance is delivered by the Company.

###  

With respect to clauses(b), (c) or (d) above of this Section, Executive shall not be deemedto have been involuntarily terminated for Cause unless and until a notice isdelivered to Executive by the Company 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.

 

## 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), other than any memberof the Lehman Group, of securities of Blount International, Inc.representing an aggregate of more than 50% of the combined voting power ofBlount International, Inc.’s then outstanding securities (excluding theacquisitions by persons who acquire such amount through inheritance); (b) duringany period of two consecutive years, individuals who at the beginning of suchperiod constitute the Board, cease for any reason to constitute at least amajority thereof, unless the election of each new director was approved inadvance by a vote of at least a majority of the directors then still in officewho were directors at the beginning of the period; (c) consummation of (i) amerger, 

 

10

----

##  

## consolidation or other businesscombination of Blount International, Inc. with any other “person” (as suchterm is used in Sections 13(d) and 14(d) of Exchange Act) oraffiliate thereof, other than a merger, consolidation or business combinationwhich would result in the outstanding common stock of Blount International, Inc.immediately prior thereto continuing to represent (either by remainingouststanding or by being converted into common stock of the surviving entity ora parent or affiliate thereof) more than 50% of the outstanding common stock ofthe Blount International, Inc. or such surviving entity or partners oraffiliate thereof, outstanding immediately after such merger, consolidation orbusiness combination, or (ii) a plan of complete liquidation of BlountInternational, Inc. or an agreement for the sale or disposition by BlountInternational, Inc. or all or substantially all of Blount International, Inc.’sassets; or (d) a sale of more than 50% of the assets of BlountInternational, Inc.; *provided* that none of the events described in clauses (b) through(d) shall be deemed a Change in Control if, immediately following suchevent, the Lehman Group owns 50% or more of the combined voting power of BlountInternational, Inc.’s then outstanding securities.

##  

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

##  

## 5.5                                 “Confidential Information”.  All technical, business, and otherinformation relating to the business of the Company or its subsidiaries oraffiliates, including, without limitation, technical or nontechnical data,formulae, compilations, programs, devices, methods, techniques, processes,financial data, financial plans, product plans, and lists of actual or potentialcustomers or suppliers, which (i) derives economic value, actual orpotential, 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 

 

11

----

##  

## 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.

##  

## 5.6                                 “Lehman Brothers Merchant Banking Partners”.  Lehman Brothers Merchant Banking Partners II,L.P., a Delaware limited partnership.

##  

## 5.7                                 “Lehman Group”.  Lehman Brothers Merchant Banking Partners and(i) any Affiliate (as defined in the Employee Stockholder Agreement) ofLehman Brothers Merchant Banking Partners, (ii) any Associates (as definedin the Employee Stockholder Agreement) of Lehman Brothers Merchant BankingPartners, (iii) the heirs, executors, administrators, testamentarytrustees, legatees or beneficiaries of any member of the Lehman Group, and (iv) atrust, the beneficiaries of which, or a corporation or partnership, thestockholders or general or limited partners of which, include only Lehman BrothersMerchant Banking Partners, Affiliates and Associates of Lehman BrothersMerchant Banking Partners, their spouses, their lineal descendants and anyother members of their families, if, in cases of clauses (ii) through (iv) above,such Person agrees in writing to be bound by the terms of the EmployeeStockholder Agreement as a member of the Lehman Group.

##  

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

##  

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

 

12

----

#  

# 6.                                       Termination Procedures.  During the Term of this Agreement, anypurported termination of Executive’s employment (other than by reason of death)shall be communicated by written Notice of Termination from one party hereto tothe other party hereto in accordance with Section 10. A Notice of Terminationfor Cause is required to include the information set forth in Section 5.2.“Date of Termination,” with respect to any purported termination of Executive’semployment during the Term of this Agreement, shall mean (i) ifExecutive’s employment is terminated by his death, the date of his death, (ii) ifExecutive’s employment is terminated for disability, thirty (30) days afterNotice of Termination is given (provided that Executive shall not have returnedto the full-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 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).

#  

# 7.                                       Contract Non-Assignable.  The parties acknowledge that this Agreementhas been entered into due to, among other things, the special skills ofExecutive, and agree that this Agreement may not be assigned or transferred byExecutive, in whole or in part, without the prior written consent of theCompany.

#  

# 8.                                       Successors: Binding Agreement.

#  

## 8.1                                 In addition to any obligations imposed by law upon anysuccessor to, or transferor of, the Company, the Company will require anysuccessor to, or transferor of, all or substantially all of the business and/orassets of the Company (whether direct or indirect, by purchase, merger,reorganization, liquidation, consolidation or otherwise) to expressly assumeand agree to perform 

 

13

----

##  

## this Agreement, in the same manner andto the same extent that the Company would be required to perform it if no suchsuccession had taken place.

##  

## 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. If Executive shall die while any amountwould still be payable to Executive hereunder (other than amounts which, bytheir terms, terminate upon the death of Executive) if Executive had continuedto live, all such amounts, unless otherwise provided herein, shall be paid inaccordance with the terms of this Agreement to the executors, personalrepresentatives or administrators of Executive’s estate.

##  

# 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.

#  

# 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. |   |   |
|--------|-------------------|----------------------------------|--------|--------|
|   |              | P.O. Box 22127              |   |   |
|   |              | Portland, Oregon  97269-2127     |   |   |
|   |              | ATTN: James Osterman             |   |   |
|   |              |                             |   |   |
|   | With a copy to:   | Richard H.  Irving, III     |   |   |
|   |              | Blount  International, Inc. |   |   |
|   |              | P.O. Box 22127              |   |   |
|   |              | Portland, Oregon  97269-2127     |   |   |
|   |              |                             |   |   |
|   | To the Executive: | James Lee VanderZanden           |   |   |
|   |              | Blount, Inc.                |   |   |
|   |              | P.O. Box 22127              |   |   |
|   |              | Portland, Oregon  97269-2127     |   |   |

 

14

----

 

Any party may change theaddress to which notices, requests, demands and other communications shall bedelivered or mailed by giving notice thereof to the other party in the samemanner provided herein.

 

# 11.                                 Provisions Severable.  If any provision or covenant, or any partthereof, of this Agreement should be held by any court to be invalid, illegalor unenforceable, either in whole or in part, such invalidity, illegality orunenforceability shall not affect the validity, legality or enforceability ofthe remaining provisions or covenants, or any part thereof, of this Agreement,all of which shall remain in full force and effect.

#  

# 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.

#  

# 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 

 

15

----

#  

# period of time equal to the SeverancePeriod, Executive shall be covered in accordance with the terms of any policyof directors and officers liability insurance maintained by the Company for thebenefit of its officers and directors.

#  

# 14.                                 Amendments and Modifications: Governing Law.  This Agreement maybe amended or modified only by a writing signed by both parties hereto. The validityand effect of this Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Delaware.

#  

IN WITNESS WHEREOF, theparties have executed this Agreement as of the day and year first abovewritten.

 
|   | EXECUTIVE:                  |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | /s/ James L.  VanderZanden  |
|   | **James  Lee VanderZanden** |
|   |                        |
|   |                        |
|   | COMPANY:                    |
|   | BLOUNT, INC.                |
|   |                        |
|   |                        |
|   | By: /s/ James S.  Osterman  |

 

16

----