**Exhibit10.1**

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**EMPLOYMENTAGREEMENT**

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THIS AGREEMENT ismade and entered into as of the 14th day of December, 2009, by and betweenBLOUNT INTERNATIONAL, INC., a Delaware corporation (the “Company”), and DAVIDA. WILLMOTT (“Executive”).

 

W IT N E S S E T H:

 

WHEREAS, theCompany desires to hire Executive and Executive desires to accept suchemployment; and

 

WHEREAS, theCompany and Executive desire to enter into an agreement providing for Executive’semployment by the Company and specifying the terms and conditions of suchemployment.

 

NOW, THEREFORE, inconsideration of the premises and the mutual covenants and agreements containedherein, the parties hereby agree as follows:

 

# 1.                                       Employment and Term.

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### (a)                                  Subject to the terms and conditions ofthis Agreement, the Company hereby employs Executive and Executive herebyaccepts employment as the Senior Vice President, Corporate Development andStrategy of the Company and shall have such responsibilities, duties andauthority that are consistent with such positions as may be from time to timeassigned to Executive by the President, Chief Operating Officer and ChiefExecutive Officer-Designate prior to January 4, 2010 and by the ChiefExecutive Officer from and after January 4, 2010 or the Board ofDirectors.  Executive agrees that duringthe Term of this Agreement he will devote substantially all his working time,attention and energies to the diligent performance of his duties andresponsibilities for the Company; provided that, Executive may spend up to five(5) hours per month performing services in connection with CW GasPartners, L.P., an investment fund for which he currently performsservices.  With the consent of the ChiefExecutive Officer, Executive may serve as a director on the boards of directorsor trustees of additional companies and organizations.

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### (b)                                 Unless earlier terminated as providedherein, Executive’s employment under this Agreement shall be for a rolling,two-year term (the “Term”) commencing on December 14, 2009 (the “EffectiveDate”) and shall be deemed to extend automatically, without further action byeither the 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-year period following the date of such noticeand this Agreement shall terminate upon the expiration of such Term; provided,further, that the Term of this Agreement shall cease to extend automatically onthe date Executive attains age 63 and at such time, the remaining Term of theAgreement shall be two years.

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# 2.                                       Compensation and Benefits. As compensation for his services during the Term of this Agreement,Executive shall be paid and receive the amounts and benefits set forth insubsections (a) through (f) below:

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### (a)                                  An annual base salary (“Base Salary”) ata rate of Three Hundred Fifty Thousand Dollars ($350,000.00) per year, proratedfor any partial year of employment. Executive’s Base Salary shall be subject to annual review starting in2011 for increase at such time as the Company conducts salary reviews for itsexecutives generally.  Executive’s salaryshall be payable in substantially equal installments on a semi-monthly basis,or in accordance with the Company’s regular payroll practices in effect fromtime to time for executives of the Company.

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### (b)                                 Executive shall be eligible toparticipate in the Executive Management Annual Incentive Program (“IncentiveProgram”) and such other annual incentive plans as may be established by 

 

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### the Company from time totime for executives.  The Company willestablish performance goals for Executive each year under the IncentiveProgram, and Executive’s annual Target Bonus shall be 50% of Base Salary; themaximum award for exceeding the performance goals shall be 100% 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 senior executives after certification bythe Compensation Committee that the applicable performance objectives have beenmet, unless Executive elects to defer all or a portion of such amount pursuantto any deferral plan established by the Company for such purpose.

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### (c)                                  Executive shall be entitled toparticipate in, or receive benefits under, any “employee benefit plan” (asdefined in Section 3(3) of ERISA) or employee benefit arrangementmade generally available by the Company to its executives, including plansproviding 401(k) benefits, matching and Savings Plus benefits, deferredcompensation, health care (including Exec-U-Care), dental and vision care, lifeinsurance, disability, accidental death and similar benefits.

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### (d)                                 On the Effective Date, the Company willgrant Executive an option (the “Option”) to purchase 100,000 shares of theCompany’s Common Stock under the Company’s 2006 Equity Incentive Plan (“EquityPlan”) that will vest in installments of 33,333 shares, 33,333 shares and33,334 shares, respectively, on the first, second and third anniversaries ofthe Effective Date.  To the extentunvested, the Option will automatically fully vest upon the occurrence of aChange in Control (as defined in Section 5.3 below).  The exercise price for the Option will be theclosing sales price of the Company’s Common Stock on the New York StockExchange on the trading day immediately preceding the Effective Date.  The other terms and conditions of the StockOption Agreement granting the Option will be consistent with the agreementsunder the Equity Plan for other senior executives of the Company.

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### (e)                                  The Company will reimburse Executive forinitiation fees, membership dues and any assessments at a country club of Executive’schoice in the Portland area and will assist Executive in reducing any waitingperiod in regard to membership in such club to the extent that it is able to doso.  Executive will be provided anautomobile in accordance with the Company’s automobile policy for Executives,and the Company will pay all insurance, maintenance, fuel, oil and relatedoperational expenses for such automobile. Executive will be entitled to four (4) weeks vacation duringcalendar year 2010, which amount will be subject to increase during the Term inaccordance with Company policy. Executive will be provided an annual physical examination and afinancial/tax consultant for personal financial and tax planning.  Executive will be promptly reimbursed by theCompany for all reasonable business expenses he incurs in carrying out hisduties and responsibilities under this Agreement.  If any of the perquisite amounts provided toExecutive pursuant to this subsection (e) are subject to federal, state orlocal income taxes, Executive will be provided an appropriate tax gross-up onsuch amounts.

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(f)                                    With respect to Executive’s relocation tothe Portland, Oregon area, the Company will provide Executive (i) afurnished townhouse or apartment for three (3) months or until Executiveis permanently relocated, whichever first occurs, including reasonable andcustomary living expenses for such period, (ii) one month’s Base Salary totake care of incidental and miscellaneous moving expenses payable upon hisrelocation to Portland; (iii) reimbursement for the reasonable expensesfor house hunting trips for Executive and his family, including trips taken toPortland prior to the Effective Date in connection with contemplatingemployment with the Company, (iv) transportation expenses to move Executiveand his family to Portland; (v) reimbursement for the costs of packing,shipping and unpacking Executive’s furniture and personal effects, includingstorage as appropriate; (vi) with respect to the purchase of a home in thePortland area, house finding assistance and upon the purchase of a home,reimbursement of Executive’s closing costs; (vii) if applicable, withrespect to the sale of Executive’s current residence in New York City, theCompany will provide marketing assistance and, if necessary, a guaranteedbuyout in accordance with the customary terms through the Company’s third-partyrelocation service provider; and (viii) an appropriate tax gross-up on anynon-tax deductible relocation expenses.

 

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# 3.                                       Confidentiality and Noncompetition.

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### (a)                                  Executive acknowledges that, prior to andduring the Term of this Agreement, the Company has furnished and will furnishto Executive Confidential Information which could be used by Executive onbehalf of a competitor of the Company to the Company’s substantialdetriment.  Moreover, the partiesrecognize that Executive during the course of his employment with the Companywill develop important relationships with customers and others having valuablebusiness relationships with the Company. In view of the foregoing, Executive acknowledges and agrees that therestrictive covenants contained in this Section are reasonably necessaryto protect the Company’s legitimate business interests and good will.  Executive acknowledges that at least twoweeks prior to the Effective Date, he was notified in writing that his offer ofemployment was conditioned upon his agreement to the noncompetition restrictionin subsection (d)(i) below.

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### (b)                                 Executive agrees that he shall protectthe Company’s Confidential Information and shall not disclose to any Person, orotherwise use, except in connection with his duties performed in accordancewith this Agreement or otherwise for the Company, any Confidential Informationat any time, including following the termination of his employment with theCompany for any reason; provided, however, that Executive may make disclosuresrequired by a valid order or subpoena issued by a court or administrativeagency of competent jurisdiction, in which event Executive will promptly notifythe Company of such order or subpoena to provide the Company an opportunity toprotect its interests.  Executive’sobligations under this Section 3(b) shall survive any expiration ortermination of this Agreement for any reason, provided that Executive may aftersuch expiration or termination disclose Confidential Information with the priorwritten consent of the Board.

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### (c)                                  Upon the termination or expiration of hisemployment hereunder, Executive agrees to deliver promptly to the Company allCompany files, customer lists, management reports, memoranda, research, Companyforms, financial data and reports and other documents supplied to or created byhim in connection 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 under this Section 3(c) shall surviveany expiration or termination of this Agreement.

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### (d)                                 Upon the termination or expiration of hisemployment under this Agreement, Executive agrees 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 4.1(a) below, whicheveris longer, he shall not (i) be employed by or provide services to anycompany or business engaged in the design, manufacture, marketing or sale ofany products similar to those produced or offered by the Company or itsaffiliates in the geographic areas of the world in which the Company conductsits principal manufacturing and sales operations, including China, Brazil,Germany and North America, provided that this noncompetition restriction shallin no event extend longer than two years from Executive’s Date of Termination, (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 acknowledges that if hebreaches or threatens to breach this Section 3, his actions may causeirreparable harm and damage to the Company that could not be compensated indamages.  Accordingly, if Executivebreaches or threatens to breach this Section 3, the Company shall beentitled to seek injunctive relief, in addition to any other rights or remediesavailable to the Company.  The existenceof any claim or cause of action by Executive against the Company, whetherpredicated on this Agreement or otherwise, shall not constitute a defense tothe enforcement by the Company of Executive’s agreement under this Section 3(e).

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# 4.                                       Termination.

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## 4.1                                 ByExecutive. Executive shall have the right to terminate his employment hereunder atany time by Notice of Termination (as described in Section 6).  If Executive terminates his 

 

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## employmentbecause (i) the Company has materially breached this Agreement, and suchbreach has not been cured within thirty (30) days after written notice of suchbreach is given by Executive to the Company; or (ii) Executive hasdetermined that his termination is for Good Reason (as defined in Section 5.7),Executive shall be entitled to receive the compensation and benefits set forthin subsections (a) through (g) below. If Executive terminates his employment other than pursuant to clauses (i) or(ii) above of this Section 4.1, the Company’s obligations under thisAgreement shall cease as of the date of such termination.  Unless specified otherwise, if Executive isentitled to compensation and benefits under this Section 4.1, the timeperiod (such time period described hereinafter is referred to as the “SeverancePeriod”) in (a) through (g) below shall be the lesser of (A) the24-month period commencing on Executive’s Date of Termination, or (B) thetime period remaining from Executive’s Date of Termination until the date heattains age 65.  The Company agrees thatif Executive terminates employment and is entitled to compensation and benefitsunder this Section 4.1, he shall not be required to mitigate damages byseeking other employment, nor shall any amount he earns reduce the amountpayable by the Company hereunder.

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### (a)                                  Base Salary - Executive will continue to receive hisBase Salary as then in effect (subject to withholding of all applicable taxes)for the Severance Period in the same manner as it was being paid as of the Dateof 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 5.9) on the date Executive’s employment under thisAgreement is terminated.

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### (b)                                 Bonuses and Incentives - Executive shall receive bonus paymentsfrom the Company for each month of the Severance Period in an amount for eachsuch month equal to one-twelfth of the average of the bonuses (“Average Bonus”)earned by him for the two fiscal years in which bonuses were paid to him(including, if applicable, any completed fiscal year for which the bonus hasbeen earned but has not yet been 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 pro rated bonus for any uncompletedfiscal year at the Date of Termination, calculated based upon the Average Bonusand the number of days compared to 365 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 60days after termination of employment; *provided*, thatthe amount of such lump sum payment representing the monthly bonus paymentsshall be determined by taking the monthly bonus payments to be made anddiscounting them to their Present Value on the date Executive’s employmentunder this Agreement is terminated.

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### (c)                                  Health and Life Insurance Coverage - The health care coverage (includingExec-U-Care) and group term life insurance coverage provided to Executive athis Date of Termination shall be continued for the Severance Period at the samelevel and 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 policies orcontracts.  Any costs Executive was payingfor such coverages at the Date of Termination shall be paid by Executive byseparate check payable to the Company each month in advance.  If the terms of the life insurance coveragereferred to in this subsection (c), or the laws applicable to such lifeinsurance coverage, do not permit continued participation by Executive, thenthe Company will arrange for other life insurance coverage at its expenseproviding substantially similar benefits (even if the costs of such coverageare higher than if Executive had remained in the Company plan).

 

If the terms ofthe healthcare benefits program referred to in this subsection (c) do notpermit continued participation by Executive as required by this subsection orif the healthcare benefits to be provided to Executive and his dependentspursuant to this subsection (c) cannot be provided in a 

 

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mannersuch that the benefit payments will continue to be tax-free to Executive and hisdependents, then the Company shall (i) pay to Executive within five (5) daysafter Executive’s Date of Termination a lump sum amount equal to the monthlyrate for COBRA coverage at Executive’s termination date that is then being paidby former active employees for the level of coverage that applies to Executiveand his dependents, minus the amount active employees are then paying for suchcoverage, multiplied by the number of months in the Severance Period (plus agross-up on the lump sum amount determined under this subsection (c)), and (ii) permitExecutive and his dependents to elect to participate in the healthcare plan forthe length of the Severance Period upon payment of the applicable rate forCOBRA coverage during the Severance Period.

 

### (d)                                 Employee Retirement Plans - To the extent permitted by theapplicable plan, Executive will be entitled to continue to participate,consistent with past practices, in all employee retirement and deferredcompensation plans maintained by the Company in which Executive participates asof his Date of Termination, including, to the extent such plans are stillmaintained by the Company, the Blount 401(k) Plan and the Blount Excess401(k) Plan.  Executive’sparticipation in such retirement plans shall continue for the Severance Period,the compensation payable to Executive under (a) and (b) above shallbe treated (unless otherwise excluded) as compensation under the plan as if itwere paid on a monthly basis, and he will receive credit for years of servicefor the length of the Severance Period. For purposes of the Blount 401(k) Plan and the Blount Excess 401(k) Plan,he will receive an amount equal to the Company’s contributions to the plans asthough Executive had contributed to such plans at the maximum permissiblecontributions level and the Company had continued to make MatchingContributions and Savings Plus Contributions to such plans for the SeverancePeriod.  If continued participation inany plan is not permitted by the plan or by applicable law, the Company shallpay to Executive or, if applicable, his beneficiary a supplemental benefitequal to the Present Value on the Date of Termination under this Agreement ofthe excess of (i) the benefit Executive would have been paid under suchplan if he had continued to be covered for the Severance Period (less anyamounts Executive would have been required to contribute), over (ii) thebenefit actually payable under such plan. The Company shall pay the Present Value of such additional benefits (ifany) in a lump sum within 30 days of his termination of employment.

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### (e)                                  Effect of Lump Sum Payment. The lump sum payment under (a) or (b) above shall not alterthe amounts Executive is entitled to receive under the benefit plans describedin this section.  Benefits under suchplans shall be determined as if Executive had remained employed and receivedsuch payments over the Severance Period. The lump sum payments under subsections (a), (b) (c) and (d) aboveare intended to satisfy the “short-term deferral exception” of Section 409Aof the Code; provided that, if such exception does not apply, the provisions ofSection 4.4, including the provisions relating to the delay in payments to“key employees”, shall apply.

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### (f)                                    Stock Options And Other Equity Awards. As of Executive’s Date of Termination, any outstanding stock options andother equity awards granted to Executive by the Company shall become vested andexercisable as provided in the agreements for such stock options and equityawards.

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### (g)                                 Office Space; Secretarial. Executive will be provided appropriate office space, secretarialassistance and reasonable expenses related thereto for a period of twelve (12)months from Executive’s Date of Termination. The benefits under this subsection (g) shall be provided in amanner consistent with the requirements of Section 409A of the Code.

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## 4.2                                 ByCompany.  The Company shallhave the right to terminate Executive’s employment under this Agreement at anytime during the Term by Notice of Termination (as described in Section 6).  If the Company terminates Executive’s employmentunder this Agreement (i) for Cause, as defined in Section 5.2, (ii) ifExecutive becomes Disabled, or (iii) upon Executive’s death, the Company’sobligations under this Agreement shall cease as of the Date of Termination;provided, however, that Executive will be entitled to whatever benefits arepayable pursuant to the terms of any health, life insurance, disability,welfare, retirement or other plan or program maintained by the Company.  If the Company terminates Executive duringthe Term of this Agreement other than pursuant to clauses (i) 

 

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## through(iii) of this Section 4.2, Executive shall be entitled to receive thecompensation and benefits provided in subsections (a) through (g) of Section 4.1above for the Severance Period (as defined in Section 4.1), and subject tothe provisions (including the non-mitigation provision) and limitationstherein.

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## 4.3                                 Limitationon Benefits Upon Termination.

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### (a)                                  Notwithstanding anything in thisAgreement to the contrary, any benefits payable or to be provided to Executiveby the Company or its affiliates, whether pursuant to this Agreement orotherwise, which are treated as Severance Payments shall be modified or reducedin the manner provided in (b) below to the extent necessary so that thebenefits payable or to be provided to Executive under this Agreement that aretreated as Severance Payments, as well as any payments or benefits providedoutside of this Agreement that are so treated, shall not cause the Company tohave paid an Excess Severance Payment. In computing such amount, the parties shall take into account allprovisions of Code Section 280G, and the regulations thereunder, includingmaking appropriate adjustments to such calculation for amounts established tobe Reasonable Compensation.

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### (b)                                 In the event that the amount of anySeverance Payments which would be payable to or for the benefit of Executiveunder this Agreement must be modified or reduced to comply with this Section 4.3,Executive shall direct which Severance Payments are to be modified or reduced;provided, however, that no increase in the amount of any payment or change inthe timing of the payment shall be made without the consent of the Company.

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### (c)                                  This Section 4.3 shall be interpretedso as to avoid the imposition of excise taxes on Executive under Section 4999of the Code or the disallowance of a deduction to the Company pursuant to Section 280G(a) ofthe Code with respect to amounts payable under this Agreement orotherwise.  Notwithstanding theforegoing, in no event will any of the provisions of this Section 4.3create, without the consent of Executive, an obligation on the part ofExecutive to refund any amount to the Company following payment of such amount.

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### (d)                                 In addition to the limits otherwiseprovided in this Section 4.3, to the extent permitted by law, Executivemay in his sole discretion elect to reduce any payments he may be eligible toreceive under this Agreement to prevent the imposition of excise taxes onExecutive under Section 4999 of the Code.

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### (e)                                  For purposes of this Section 4.3,the following definitions shall apply:

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#### (i)                               “Excess Severance Payment” - The term “Excess Severance Payment”shall have the same meaning as the term “excess parachute payment” defined in Section 280G(b)(1) ofthe Code.

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#### (ii)                            “Severance Payment” - The term “Severance Payment” shallhave the same meaning as the term “parachute payment” defined in Section 280G(b)(2) ofthe Code.

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#### (iii)                         “Reasonable Compensation” - The term “Reasonable Compensation”shall have the same meaning as provided in Section 280G(b)(4) of theCode.  The parties acknowledge and agreethat, in the absence of a change in existing legal authorities or the issuanceof contrary authorities, amounts received by Executive as damages under or as aresult of a breach of this Agreement shall be considered ReasonableCompensation.

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## 4.4                                 Section 409ACompliance. To the extent applicable, thisAgreement shall at all times be operated in accordance with the requirements ofSection 409A of the Code, including any applicable exceptions.  The Company shall have authority to takeaction, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonablynecessary to comply with Section 409A. The Company shall have the authority to delay thecommencement of all or a part of the payments to Executive under this Section 4if Executive is a “key employee” of the Company (as 

 

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## determinedby the Company in accordance with procedures established by the Company thatare consistent with Section 409A) to a date which is six months after thedate of Executive’s termination of employment (and on such date the paymentsthat would otherwise have been made during such six-month period shall be made)to the extent (but only to the extent) such delay is required under theprovisions of Section 409A to avoid imposition of additional income andother taxes, provided that the Company and Executive agree to take into accountany transitional rules and exemption rules available under Section 409A.

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## 4.5                                 Releaseof Claims. To be entitled to any of the compensation and benefits described abovein this Section 4, Executive shall sign a release of claims in the form requiredby the Company.  No payments shall bemade under this Section 4 until such release has been properly executedand delivered to the Company and until the expiration of the revocation period,if any, provided under the release.  Ifthe release is not properly executed by Executive and delivered to the Companywithin the reasonable time periods specified in the release, the Company’sobligations under this Section 4 will terminate.

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# 5.                                       Definitions. For purposes of this Agreement the following terms shall have themeanings 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 ofExecutive by the Company for the following reasons shall constitute atermination for Cause:

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### (a)                                  If the termination shall have been theresult of an act or acts by Executive which have been found in an applicablecourt of law to constitute a felony (other than traffic-related offenses);

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### (b)                                 If the termination shall have been theresult of a willful act or acts by Executive which are in the good faithjudgment of the Chief Executive Officer to be in material violation of law orof policies of the Company and which result in demonstrably material injury tothe Company;

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### (c)                                  If the termination shall have been theresult of an act or acts of proven dishonesty by Executive resulting orintended to result directly or indirectly in significant gain or personalenrichment to the Executive at the expense of the Company; or

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### (d)                                 Upon the willful and continued failure bythe Executive substantially to perform his duties with the Company (other thanany such failure resulting from incapacity due to mental or physical illnessnot constituting a Disability, as defined herein), after a demand in writingfor substantial performance is delivered by the Chief Executive Officer, whichdemand specifically identifies the manner in which the Chief Executive Officerbelieves that Executive has not substantially performed his duties.

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### (e)                                  With respect to clauses (b), (c) or (d) aboveof this Section, Executive shall not be deemed to have been involuntarilyterminated for Cause unless and until there shall have been delivered to him anotice by the Chief Executive Officer (or his designee) setting forth (i) theconduct deemed to qualify as Cause, (ii) reasonable action that wouldremedy such objectionable conduct, and (iii) a reasonable time (not lessthan thirty days) within which Executive may take such remedial action, andExecutive shall not have taken such specified remedial action within suchspecified reasonable time.  For purposesof this Agreement, no act or failure to act by Executive shall be deemed to be “willful”unless done or omitted to be done by Executive not in good faith and withoutreasonable belief that Executive’s action or omission was in the best interestsof the Company.

 

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## 5.3                                 “Changein Control”.  Either

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### (a)                                  the acquisition, directly or indirectly,by any “person” (as such term is used in Sections 13(d) and 14(d) ofthe Securities Exchange Act of 1934, as amended), of securities of the Companyrepresenting an aggregate of more than fifty percent (50%) of the combinedvoting power of the Company’s then outstanding securities (excluding theacquisition by persons who own such amount of securities on the date hereof, oracquisitions by persons who acquire such amount through inheritance), or

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### (b)                                 during any period of two consecutiveyears, individuals who at the beginning of such period constitute the Board,cease for any reason to constitute at least a majority thereof, unless theelection of each new director was approved in advance by a vote of at least amajority of the directors then still in office who were directors at thebeginning of the period; or

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### (c)                                  consummation of (i) a merger,consolidation or other business combination of the Company with any other “person”(as such term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended) or affiliate thereof, other than a merger,consolidation or business combination which would result in the outstandingcommon stock of the Company immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into common stock of thesurviving entity or a parent or affiliate thereof) more than fifty percent(50%) of the outstanding common stock of the Company, or such surviving entityor parent or affiliate thereof, outstanding immediately after such merger,consolidation or business combination, or (ii) a plan of completeliquidation of Company or an agreement for the sale or disposition by Companyof all or substantially all of Company’s assets;

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### (d)                                 a sale of more than 50% of the assets ofthe Company.

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

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## 5.5                                 “ConfidentialInformation”. All technical, business, and other information relating to the businessof the Company or its subsidiaries or affiliates, including, withoutlimitation, technical or nontechnical data, formulae, compilations, programs,devices, methods, techniques, processes, financial data, financial plans,product plans, and lists of actual or potential customers or suppliers that (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 doesnot include confidential business information which does not constitute a tradesecret under applicable law two years after any expiration or termination ofthis Agreement.

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## 5.6                                 “Disability”or “Disabled”.  Executive’sinability as a result of physical or mental incapacity substantially to performhis duties for the Company on a full-time basis for a continuous period of six (6) months.

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## 5.7                                 “GoodReason”.  A “Good Reason” fortermination by Executive of Executive’s employment shall mean the occurrenceduring the Term (without the Executive’s express written consent) of any one ofthe acts or failures to act by the Company set forth in (a) through (d) below,and satisfaction of the following conditions: (i) Executive provides notice to the Company of such Good Reasoncondition within 90 days of its initial existence, (ii) the Company isgiven 30 days to remedy the Good Reason condition and fails to do so, and (iii) Executiveterminates employment within one year of the initial existence of the GoodReason condition.  For purposes of thisAgreement, the Good Reason conditions are as follows:

 

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### (a)                                  a material adverse change in the natureor status of Executive’s job responsibilities from those set forth in Section 1(a) above;

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### (b)                                 the relocation of the Company’s principalexecutive offices to a location more than fifty (50) miles from Portland,Oregon or the Company’s requiring Executive to be based anywhere other than theCompany’s principal executive offices, except for reasonably required travel onthe Company’s business;

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### (c)                                  a material reduction by the Company inExecutive’s Base Salary as in effect on the date hereof or as the same my beincreased from time to time, except in connection with an across-the-board payreduction for executives of similar status;

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### (d)                                 a material reduction by the Company inthe compensation and benefits provided in the aggregate to Executive on thedate hereof under the Company’s 401(k), deferred compensation, incentivecompensation, life insurance, health care, AD&D, or disability plans,except in connection with an across-the-board reduction that impacts executivesat Executive’s level generally;

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### (e)                                  the failure by the Company to obtain asuccessor’s consent to be bound by the Agreement as provided in Section 8.1;or

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### (f)                                    because a material inducement toExecutive’s acceptance of employment with the Company is the fact that he willreport directly to, and work for, Joshua L. Collins (“Collins”) for a period of24 months from the Effective Date, the termination by the Company of Collins asChief Executive Officer (or Chief Executive Officer-Designate) of the Companyfor any reason other than Cause or the termination by Collins for Good Reason(as such terms are defined in the Employment Agreement dated September 29,2009 between Collins and the Company).

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Executive’s rightto terminate Executive’s employment for Good Reason shall not be affected bythe Executive’s incapacity due to physical or mental illness.  Executive’s continued employment shall notconstitute consent to, or a waiver of rights with respect to, any act orfailure to act constituting Good Reason hereunder.

 

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

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## 5.9                                 “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.                                       Termination Procedures.

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## 6.1                                 Noticeof Termination. During the Term of this Agreement, any purported termination ofExecutive’s employment (other than by reason of death) shall be communicated bywritten Notice of Termination from one party hereto to the other party heretoin accordance with Section 10.  Forpurposes of this Agreement, a “Notice of Termination” shall mean a noticewhich, if applicable, shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated. Further, a Notice of Termination for Cause is required to include theinformation set forth in Section 6.2.

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## 6.2                                 Dateof Termination. “Date of Termination,” with respect to any purported termination ofExecutive’s employment 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 

 

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## Executive’semployment is terminated for any other reason, the date specified in the Noticeof Termination (which, in the case of a termination by the Company, shall notbe less than thirty (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, from the datesuch Notice of Termination is given); provided, however, that the “Date ofTermination” for purposes of this Agreement shall not be the last day of theCompany’s fiscal year and, in the event the last day of the fiscal year isdesignated as the “Date of Termination”, the “Date of Termination” for purposeshereof shall automatically be the first day of the next following fiscal year.

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# 7.                                       Contract Non-Assignable. The parties acknowledge that this Agreement has been entered into dueto, among other things, the special skills of Executive, and agree that thisAgreement may not be assigned or transferred by Executive, in whole or in part,without the prior written consent of the Company.

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# 8.                                       Successors; Binding Agreement.

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## 8.1                                 Inaddition to any obligations imposed by law upon any successor to, or transferorof, the Company, the Company will require any successor to, or transferor of,all or substantially all of the business and/or assets of the Company or stockof the Company (whether direct or indirect, by purchase, merger,reorganization, liquidation, consolidation or otherwise) to expressly assumeand agree to perform this Agreement, in the same manner and to the same extentthat the Company would be required to perform it if no such succession hadtaken place.  Failure of the Company toobtain such assumption and agreement prior to the effectiveness of any suchsuccession shall be a breach of this Agreement and shall constitute the basisfor Executive to terminate his employment for Good Reason during the 90-dayperiod after succession and to receive the compensation and benefits providedin Section 4.1 above.

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## 8.2                                 ThisAgreement shall inure to the benefit of and be enforceable by Executive’spersonal or legal 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 be interpreted as limiting the Companyfrom employing other personnel on such terms and conditions as may besatisfactory to the Company.

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# 10.                                 Notices.  All notices,requests, demands and other communications required or permitted hereundershall be in writing and shall be deemed to have been duly given if delivered orseven days after mailing if mailed, first class, certified mail, postageprepaid:

 
| To the Company    |   | Blount  International, Inc.4909 SE  International WayPortland, OR 97222

 

ATTN: General Counsel |
|-------------------|--------|-------------------------------------------------------------------------------------------------------------|
|              |   |                                                                                                        |
| To the Executive: |   | David A. Willmott                                                                                           |

 

Anyparty may change the address to which notices, requests, demands and othercommunications shall be delivered or mailed by giving notice thereof to theother party in the same manner provided herein.

 

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# 11.                                 Provisions Severable. If any provision or covenant, or any part thereof, of this Agreementshould be held by any court to be invalid, illegal or unenforceable, either inwhole or in part, such invalidity, illegality or unenforceability shall notaffect the validity, legality or enforceability of the remaining provisions orcovenants, or any part thereof, of this Agreement, all of which shall remain infull force and effect.

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# 12.                                 Waiver.  Failure ofeither party to insist, in one or more instances, on performance by the otherin strict accordance with the terms and conditions of this Agreement shall notbe deemed a waiver or relinquishment of any right granted in this Agreement orthe future performance of any such term or condition or of any other term orcondition of this Agreement, unless such waiver is contained in a writingsigned by the party making the waiver.

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# 13.                                 Indemnification. During the term of this Agreement and after Executive’s termination, 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 from changes mandated by law. During the Term and after Executive’s termination, Executive shall becovered by any policy of directors’ and officers’ liability insurancemaintained by the Company for the benefit of its officers and directors.

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# 14.                                 Amendments and Modifications. This Agreement may be amended or modified only by a writing signed byboth parties hereto.

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# 15.                                 Governing Law. The validity and effect of this Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of Delaware.

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# 16.                                 Arbitration of Disputes; Expenses. All claims by Executive for compensation and benefits under thisAgreement shall be directed to and determined by the Board and shall be inwriting.  Any denial by the Board of aclaim for benefits under this Agreement shall be delivered to Executive inwriting and shall set forth the specific reasons for the denial and thespecific provisions of this Agreement relied upon.  The Board shall afford a reasonableopportunity to Executive for a review of a decision denying a claim and shallfurther allow Executive to appeal to the Board a decision of the Board withinsixty (60) days after notification by the Board that Executive’s claim has beendenied.  Unless prohibited by applicablelaw, any further dispute or controversy arising under or in connection withthis Agreement shall be settled exclusively by arbitration in Portland, Oregon,in accordance with the employment arbitration rules of the AmericanArbitration Association then in effect. To the extent administratively practicable, the Company and theExecutive agree to select an arbitrator who is an attorney with experience inemployment law disputes.  Judgment may beentered on the arbitrator’s award in any court having jurisdiction.  In the event the Executive incurs legal feesand other expenses in seeking to obtain or to enforce any rights or benefitsprovided by this Agreement and is successful, in whole or in part, in obtainingor enforcing any material rights or benefits through settlement, arbitration orotherwise, the Company shall pay Executive’s reasonable legal fees and expensesincurred in enforcing this Agreement and the fees of the arbitrator.  If applicable, the Executive’s reasonablelegal fees and expenses shall be paid within thirty (30) days of Executive’ssubmission of the invoices for such amounts. 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, theparties have executed this Employment Agreement as of the day and year firstabove written.

 
|   | EXECUTIVE:                  |
|--------|-----------------------------|
|   |                        |
|   | s/ David A. Willmott        |
|   | DAVID A. WILLMOTT           |
|   |                        |
|   |                        |
|   | COMPANY:                    |
|   |                        |
|   | BLOUNT INTERNATIONAL,  INC. |
|   |                        |
|   | By:                         | s/ Richard H.  Irving, III |
|   |                        | Senior Vice President |

 

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