**Exhibit 10.1**

 

**AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**

 

THISAMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the 14th  day of July, 2008, by and between BLOUNTINTERNATIONAL, INC., a Delaware corporation (the “Company”), and RICHARDH. IRVING, III (“Executive”).

 

W I T N E S S E T H:

 

WHEREAS,the Company and Executive entered into an Employment Agreement, which Agreementbecame effective on August 19, 1999, and which Agreement has previouslybeen amended by Amendment Nos. 1 and 2 (such Agreement as so amended ishereinafter referred to as the “Prior Employment Agreement”), providing forExecutive’s employment by the Company and specifying the terms and conditionsof such employment; and

 

WHEREAS,the parties now desire to amend the Prior Employment Agreement in a number ofrespects and to restate such agreement as hereinafter provided to reflectExecutive’s current employment arrangements with the Company; and

 

WHEREAS,Executive desires to continue his employment with the Company on the terms andconditions provided herein;

 

NOW, THEREFORE, in consideration of the premisesand the mutual covenants and agreements contained herein, the parties herebyagree as follows:

 

# 1.             Purpose andEffective Date.

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### (a)           The purpose of this Amended and RestatedEmployment Agreement is to amend the Prior Employment Agreement, to recognizeExecutive’s 

 

 

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### significantcontributions to the success of the Company, and to provide a single,integrated document which shall provide the basis for Executive’s continuedemployment by the Company.

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### (b)           This Agreement shall be effective as of July 14,2008 (“Effective Date”) and this Agreement shall terminate as hereinafterprovided.

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# 2.             Employment andTerm.

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### (a)           Subject to the terms and conditions of thisAgreement, the Company hereby employs Executive and Executive hereby acceptsemployment as Senior Vice President, General Counsel and Secretary of theCompany and shall have such responsibilities, duties and authority that areconsistent with such position as may be from time to time assigned to Executiveby the Board of Directors.  Executiveagrees that during the Term of this Agreement he will devote substantially allhis working time, attention and energies to the diligent performance of hisduties and responsibilities for the Company. With the consent of the Board of Directors, Executive may serve as adirector on the boards of directors or trustees of additional companies andorganizations.

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### (b)           Unless earlier terminated as providedherein, Executive’s employment under this Amended and Restated EmploymentAgreement shall commence on the Effective Date and shall end on August 7,2010 (the “Term”), unless the parties otherwise agree to an extension inwriting (in which case such extended period shall constitute the Term).  If Executive’s employment is terminated bythe Company or if Executive terminates his employment prior to August 7,2010, his rights will be determined in accordance with Section 5 of thisAgreement.

 

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# 3.             Compensation andBenefits.  As compensation for hisservices during the Term of this Agreement, Executive shall be paid and receivethe amounts and benefits set forth in subsections (a) through (e) below:

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### (a)           An annual base salary (“Base Salary”) ofThree Hundred Forty-Eight Thousand Dollars ($348,000.00), prorated for anypartial year of employment.  Executive’sBase Salary shall be subject to annual review for increase at such time as theCompany conducts salary reviews for its executive officers generally.  Executive’s salary shall be payable insubstantially equal installments on a bi-monthly basis, or in accordance withthe Company’s regular payroll practices in effect from time to time forexecutive officers of the Company.

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### (b)           Executive shall be eligible to participatein the Executive Management Annual Incentive Program (“Incentive Program”) andsuch other annual incentive plans as may be established by the Company fromtime to time for its executive officers. The Board, a committee of the Board or the Chief Executive Officer willestablish performance goals each year under the Incentive Program, andExecutive’s annual Target Bonus shall be 50% of Base Salary; the maximum awardfor exceeding the performance goals (which will be determined in accordancewith the current plan design) shall be 100% of Base Salary.  The annual incentive bonus payable under thissubsection (b) shall be payable as a lump sum at the same time bonuses arepaid to other senior executives after certification by the CompensationCommittee of the Board, 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)           Except as provided in Section 3(d),Executive shall be entitled to participate in, or receive benefits under, any “employeebenefit plan” (as defined in Section 3(3) of ERISA) or employeebenefit arrangement made generally available by the Company to its executiveofficers, including plans providing retirement, 401(k) benefits, deferredcompensation, health care (including Exec-U-Care), life insurance (includingthe Executive Life Insurance Program), disability (including the CorporateOffice Long-Term Disability Plan) and similar benefits.

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### (d)           On or about August 15, 2002, Executivewas paid in a lump sum a 100% vested benefit under the Blount, Inc. andSubsidiaries Supplemental Retirement Benefit Plan (“SERP”) and the BlountInternational, Inc. Supplemental Executive Retirement Plan for Richard H.Irving, III (“Individual SERP”), which included an amount as if Executivehad earned two (2) additional years of benefit service, and as if he weretwo (2) years older.  Following themaking of such payments, the Company had no further obligations to Executive inrespect of the SERP or the Individual SERP, except that commencing August 1,2004, Executive was again eligible to participate in the SERP (but Executiveacknowledges that such SERP was frozen as of December 31, 2006).  Any benefit to which Executive is entitledunder the SERP will be calculated using his total years of benefit servicewhile the SERP was in effect and will be reduced in an equitable manner by theSERP benefit (but not the Individual SERP benefit) previously paid to Executivein August, 2002.

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### (e)           Executive will be provided an automobile inaccordance with the Company’s automobile policy for Executives, and the Companywill pay all insurance, maintenance, fuel, oil and related operational expensesfor such automobile.  Executive 

 

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### will beentitled to five (5) weeks vacation during 2008, which amount will besubject to increase during the Term in accordance with Company policy.  Executive will be provided an annual physicalexamination and a financial/tax consultant for personal financial and taxplanning.  Executive will be promptlyreimbursed by the Company for all reasonable business expenses he incurs in carryingout his duties and responsibilities under this Agreement.

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# 4.             Confidentialityand 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 Companymay 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.

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### (b)           Executive agrees that he shall protect theCompany’s Confidential Information and shall not disclose to any Person, orotherwise use, except in connection with his duties performed in accordancewith this Agreement, any Confidential Information at any time, includingfollowing the termination of his employment with the Company for any reason;provided, however, that Executive may make disclosures required by a validorder or subpoena issued by a court or administrative agency of competentjurisdiction, in which event Executive will promptly notify the Company of 

 

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### such order orsubpoena to provide 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 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 4(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 untilthe end of the period for which he is entitled to receive compensation under Section 5.1(a) below,whichever is longer, he shall not (i) enter into or engage in the design,manufacture, marketing or sale of any products similar to those produced oroffered by the Company or its affiliates in the area of North America, eitheras an individual, partner or joint venturer, or as an employee, agent orsalesman, or as an officer, director, or shareholder of a corporation, (ii) divertor attempt to divert any person, concern or entity which is furnished productsor services by the Company from doing business with the Company or otherwisechange its relationship with the 

 

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### Company, or (iii) solicit,lure or attempt 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 he breachesor threatens to breach this Section 4, his actions may cause irreparableharm and damage to the Company which could not be compensated in damages.  Accordingly, if Executive breaches orthreatens to breach this Section 4, the Company shall be entitled to seekinjunctive relief, in addition to any other rights or remedies of theCompany.  The existence of any claim orcause of action by Executive against the Company, whether predicated on thisAgreement or otherwise, shall not constitute a defense to the enforcement bythe Company of Executive’s agreement under this Section 4(e).

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# 5.             Termination.

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## 5.1           By Executive.  Executive shall have the right to terminatehis employment hereunder at any time by Notice of Termination (as described in Section 7).  If Executive terminates his 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, provided that it shall not be abreach of this Agreement for the Company to promote or hire a replacement forExecutive during the Term for purposes of providing a transition of all or partof Executive’s duties and responsibilities so long as the Company continues toprovide Executive with the compensation and benefits set forth in Section 3;or (ii) Executive has determined that his termination is for Good Reason(as defined in Section 6.7), Executive shall be entitled to receive thecompensation and benefits set 

 

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## forth in subsections (a) through (h) below.  If Executive terminates his employment otherthan pursuant to clauses (i) or (ii) of this Section 5.1, theCompany’s obligations under this Agreement shall cease as of the date of suchtermination.  Unless specified otherwise,the time periods in (a) through (h) below shall be the lesser of (i) the12-month period (or the 24-month period if Executive is terminated within 12months following the date of a Change in Control, as defined in Section 6.3),commencing on Executive’s Date of Termination, or (ii) the time periodremaining from the date of Executive’s termination until August 7, 2010,unless the parties have agreed in writing to extend the expiration date of theTerm (such time period under (i) or (ii) is hereinafter referred to asthe “Severance Period”).  Except asotherwise provided in Section 5.3, the Company agrees that if Executiveterminates employment and is entitled to compensation and benefits under this Section 5.1,he shall not be required to mitigate damages by seeking other employment, norshall any amount he earns reduce the amount payable by the Company hereunder.

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### (a)           Base Salary - Executive will continueto receive his Base Salary as then in effect (subject to withholding of allapplicable taxes) for the Severance Period in the same manner as it was beingpaid as of the date of termination; provided, however, that thesalary payments provided for hereunder shall be paid in a single lump sumpayment, to be paid not later than 30 days after his termination of employment;provided, further, that the amount of such lump sum payment shallbe determined by taking the salary payments to be made and discounting them totheir Present Value (as defined in Section 6.9) on the date Executive’semployment under this Agreement is terminated.

 

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### (b)           Bonuses and Incentives - Executiveshall receive bonus payments from the Company for each month of the SeverancePeriod in an amount for each such month equal to one-twelfth of the average ofthe bonuses earned by him for the two fiscal years in which bonuses were paidto him immediately preceding the year in which such termination occurs.  Any bonus amounts that Executive hadpreviously earned from the Company but which may not yet have been paid as ofthe date of termination shall be payable on the date such amounts are payableto other executives and Executive’s termination shall not affect the payment ofsuch bonus.  Executive shall also receivea prorated bonus for any uncompleted fiscal year at the date of termination(calculated as if a bonus at the Target Award level had been achieved), basedupon the number of days that he was employed during such fiscal year.  The bonus amounts determined herein shall bepaid in a single lump sum payment, to be paid not later than 30 days aftertermination 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 (including executive medical) and group term lifeinsurance 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 employmentunder this Agreement had not terminated. Any additional coverages Executive had at termination, includingdependent coverage, will also be continued for such period on the same terms,to the extent permitted by the 

 

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### applicablepolicies or contracts.  Any costsExecutive was paying for such coverages at the time of termination shall bepaid by Executive by separate check payable to the Company each month inadvance.  If the terms of the lifeinsurance coverage referred to in this subsection (c), or the laws applicableto such life insurance coverage, do not permit continued participation byExecutive, then the Company will arrange for other life insurance coverage atits expense providing substantially similar benefits (even if the costs of suchcoverage are higher than if Executive had remained in the Company plan).

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Ifthe terms of the healthcare benefits program referred to in this subsection (c) donot permit continued participation by Executive as required by this subsectionor if the healthcare benefits to be provided to Executive and his dependentspursuant to this subsection (c) cannot be provided in a manner such thatthe benefit payments will continue to be tax-free to Executive and hisdependents, then the Company  shall (i) payto Executive within five (5) days after Executive’s date of termination alump sum amount equal to the monthly rate for COBRA coverage at Executive’stermination date that is then being paid by former active employees for thelevel of coverage that applies to Executive and his dependents, minus theamount active employees are then paying for such coverage, multiplied by thenumber of months in the Severance Period (plus a gross-up on the lump sumamount determined under this subsection (c)), and (ii) permit Executiveand his dependents to elect to participate in the healthcare plan for thelength of the Severance Period upon payment of the applicable rate for COBRAcoverage during the Severance Period.

 

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Executive and his dependents shall be entitled to receive coverageunder the Company’s retiree healthcare plan commencing at the end of theSeverance Period.  The level of coverageand costs under the retiree healthcare plan for Executive and his dependentswill be the same level of coverage and costs provided under the Company’sretiree healthcare plan for executive level employees on Executive’s Date ofTermination and such retiree healthcare coverage shall be 100% vested and shallnot be terminated in the future (regardless of any termination of such coveragethat may occur that affects other executives). The Executive’s entitlement to retiree healthcare coverage shallterminate upon the later of:  (i) thedeath of the Executive and (ii) the death of his spouse.

 

### (d)           Employee Retirement Plans - To theextent permitted by the applicable plan, Executive will be entitled to continueto participate, consistent with past practices, in all employee retirement anddeferred compensation plans maintained by the Company in which Executiveparticipates as of his date of termination, including, to the extent such plansare still maintained by the Company, the Blount Retirement Plan (this plan hasbeen frozen effective as of December 31, 2006), the SERP (this plan hasbeen frozen effective as of December 31, 2006), the Blount 401(k) Plan,and the Blount Excess 401(k) Plan. Executive’s participation in such retirement plans shall continue forthe Severance Period, the compensation payable to Executive under (a) and (b) aboveshall be treated (unless otherwise excluded) as compensation under the plan asif it were paid on a monthly basis, and he will receive credit for years ofservice for 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 

 

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### the plans,assuming Executive had participated in 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 of employment under thisAgreement (calculated as provided in the plan) of the excess of (i) thebenefit Executive would have been paid under such plan if he had continued tobe covered for the Severance Period (less any amounts Executive would have beenrequired to contribute), over (ii) the benefit actually payable under suchplan.  The Company shall pay the PresentValue of such additional benefits (if any) in a lump sum within 30 days of histermination of employment.

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### (e)           Effect of Lump Sum Payment.  The lump sum payment under (a) or (b) aboveshall not alter the amounts Executive is entitled to receive under the benefitplans described in this section. Benefits under such plans shall be determined as if Executive hadremained employed and received such payments over the Severance Period.

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### (f)            Stock Options.  As of his date of termination, all of theTime Options and the Performance Options, and any other outstanding stockoptions granted to Executive by the Company, shall become vested andexercisable as provided in the Stock Option Agreements for such stock options.

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### (g)           Office Space; Secretarial.  Executive will be provided appropriate officespace, his then current administrative assistant (such assistant shall be paidor 

 

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### providedsimilar compensation and benefits to that being provided at the time Executiveterminates employment), and reasonable expenses related thereto for a period oftwelve (12) months from Executive’s date of termination.

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### (h)           Executive Life Insurance Program.  During the Severance Period, the Company willcontinue to pay the premiums on Executive’s policy under the Executive LifeInsurance Program.

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## 5.2           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 described in Section 7).  If the Company terminates Executive’semployment under this Agreement (i) for Cause, as defined in Section 6.2,(ii) if Executive becomes Disabled, or (iii) upon Executive’s death,the Company’s obligations under this Agreement shall cease as of the date oftermination; provided, however, that Executive will be entitled to whateverbenefits are payable pursuant to the terms of any health, life insurance,disability, welfare, retirement or other plan or program maintained by theCompany.  If the Company terminatesExecutive during the Term of this Agreement other than pursuant to clauses (i) through(iii) of this Section 5.2, Executive shall be entitled to receive thecompensation and benefits provided in subsections (a) through (h) of Section 5.1above for the Severance Period (as defined in Section 5.1), and subject tothe provisions (including the nonmitigation provision) and limitations therein.

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## 5.3           Limitation on Benefits UponTermination.

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### (a)           Notwithstanding anything in this Agreementto the contrary, any benefits payable or to be provided to Executive by theCompany or its affiliates, whether 

 

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### pursuant tothis Agreement or otherwise, which are treated as Severance Payments shall bemodified or reduced in the manner provided in (b) below to the extentnecessary so that the benefits payable or to be provided to Executive underthis Agreement that are treated as Severance Payments, as well as any paymentsor benefits provided outside of this Agreement that are so treated, shall notcause the Company to have paid an Excess Severance Payment.  In computing such amount, the parties shalltake into account all provisions of Code Section 280G, and the regulationsthereunder, including making appropriate adjustments to such calculation foramounts established to be Reasonable Compensation.  If Executive becomes entitled to compensationand benefits under Section 5.1 or Section 5.2 and such payments areconsidered to be Severance Payments contingent upon a Change in Control,Executive shall be required to mitigate damages (but only with respect toamounts that would be treated as Severance Payments) by reducing the amount ofSeverance Payments he is entitled to receive by any compensation and benefitshe earns from subsequent employment (but shall not be required to seek suchemployment) during the 24-month period after termination (or such lesser periodas he is entitled to extended benefits).

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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 5.3,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 5.3 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 5.3 create,without the consent of Executive, an obligation on the part of Executive torefund any amount to the Company following payment of such amount.

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### (d)           In addition to the limits otherwise providedin this Section 5.3, to the extent permitted by law, Executive may in hissole discretion elect to reduce any payments he may be eligible to receiveunder this Agreement to prevent the imposition of excise taxes on Executiveunder Section 4999 of the Code.

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### (e)           For purposes of this Section 5.3, thefollowing definitions shall apply:

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

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#### (ii)         “Severance Payment” - The term “SeverancePayment” shall have the same meaning as the term “parachute payment” defined inSection 280G(b)(2) of the Code.

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#### (iii)        “Reasonable Compensation” - The term “ReasonableCompensation” shall have the same meaning as provided in Section 280G(b)(4) ofthe Code.  The parties acknowledge andagree that, in the absence of a change in existing legal authorities or theissuance of contrary authorities, 

 

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#### amounts received by Executive as damagesunder or as a result of a breach of this Agreement shall be consideredReasonable Compensation.

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## 5.4           Section 409A Compliance.   The Company shall have the authority todelay the commencement of all or a part of the payments to Executive under thisSection 5 if Executive is a “key employee” of the Company (as 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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# 6.             Definitions.  For purposes of this Agreement the followingterms shall have the meanings specified below:

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## 6.1           “Board” or “Board of Directors”.  The Board of Directors of the Company.

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

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### (a)           If 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 an act or acts by Executive which are in the good faith judgment ofthe Board to be in violation of law or of policies of the Company and whichresult in demonstrably material injury to the 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 Board, which demandspecifically identifies the manner in which the Board believes that Executivehas not substantially performed his duties.

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Withrespect to clauses (b), (c) or (d) above of this Section, Executiveshall not be deemed to have been involuntarily terminated for Cause unless anduntil there shall have been delivered to him a copy of a resolution dulyadopted by the affirmative vote of not less than three-quarters of the entiremembership of the Board at a meeting of the Board (after reasonable notice toExecutive and an opportunity for him, together with his counsel, to be heardbefore the Board), finding that, in the good faith opinion of the Board,Executive was guilty of conduct set forth above in clauses (b), (c) or (d) and specifying the particulars thereof in detail.  For purposes of this Agreement, no act orfailure to act by Executive shall be deemed to be “willful” unless done oromitted to be 

 

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doneby Executive not in good faith and without reasonable belief that Executive’saction or omission was in the best interests of the Company.

 

## 6.3           “Change in Control”.  Either

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### (a)           the acquisition, directly or indirectly, byany “person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended), of securities of the Companyrepresenting an aggregate of more than fifty percent (50%) of the combined voting power of the Company’s thenoutstanding securities (excluding the acquisition by persons who own suchamount of securities on the date hereof, or acquisitions by persons who acquiresuch amount through inheritance), or

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### (b)           during any period of two consecutive years,individuals who at the beginning of such period constitute the Board, cease forany reason to constitute at least a majority thereof, unless the election ofeach new director was approved in advance by a vote of at least a majority ofthe directors then still in office who were directors at the beginning of theperiod; 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, consolidationor business combination which would result in the outstanding common stock ofthe Company immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into common stock of the survivingentity or a parent or affiliate thereof) more than fifty percent (50%) of theoutstanding common stock of the Company, or such surviving entity or parent oraffiliate 

 

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### thereof,outstanding immediately after such merger, consolidation or businesscombination, or (ii) a plan of complete liquidation of Company or anagreement for the sale or disposition by Company of all or substantially all ofCompany’s assets;

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

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

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## 6.5           “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 orpotential customers or suppliers, which (i) derives economic value, actualor potential, from not being generally known to, and not being readilyascertainable by proper means by, other Persons, and (ii) is the subjectof efforts that are reasonable under the circumstances to maintain its secrecyor confidentiality.  Such information andcompilations of information shall be contractually subject to protection underthis Agreement whether or not such information constitutes a trade secret andis separately protectable at law or in equity as a trade secret.  Confidential Information does not includeconfidential business information which does not constitute a trade secretunder applicable law two years after any expiration or termination of thisAgreement.

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## 6.6           “Disability” or “Disabled”.  Executive’s inability as a result of physicalor mental incapacity to substantially perform his duties for the Company on afull-time basis for a period of six (6) months.

 

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## 6.7           “Good Reason”.  A “Good Reason” for termination by Executiveof Executive’s employment shall mean the occurrence during the Term  (without the Executive’s express writtenconsent) of any one of the following acts by the Company, or failures by theCompany to act, and such act or failure to act has not been corrected withinthirty (30) days after written notice of such act or failure to act is given byExecutive to the Company:

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#### (i)          a material adverse change in the nature orstatus of Executive’s job responsibilities from those set forth in Section 2(a) above,except in connection with (A) a job change of Executive that isnecessitated by changes in the operation of the business; or (B) aperformance-related job change of Executive that the Company deems necessary tothe operation of the business; provided, however, that it shall not constitutea Good Reason for termination by Executive nor a breach of this Agreement forthe Company to promote or hire a replacement for Executive during the Term forpurposes  of providing a transition ofall or part of Executive’s duties and responsibilities so long as the Companycontinues to provide Executive with the compensation and benefits set forth in Section 3;

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#### (ii)         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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#### (iii)        a reduction by the Company in Executive’s BaseSalary as in effect on the date hereof or as the same my be increased from timeto time, except in connection with (A) an across-the-board pay reductionfor executives of similar status, or (B) a change described in (i)(A) or(i)(B) above;

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#### (iv)        the failure by the Company to continue to provideExecutive with compensation and benefits substantially similar in the aggregateto those enjoyed by Executive on the date hereof under the Company’sretirement, 401(k), deferred compensation, incentive compensation, lifeinsurance, health care, AD&D, 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;or

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#### (v)         any purported termination of Executive’s employmentwhich is not effected pursuant to a Notice of Termination satisfying therequirements of Section 7.1 (for purposes of this Agreement, no suchpurported termination shall be effective).

 

TheExecutive’s right to terminate the Executive’s employment for Good Reason shallnot be affected by the Executive’s incapacity due to physical or mentalillness.  The Executive’s continuedemployment shall not constitute consent to, or a waiver of rights with respectto, any act or failure to act constituting Good Reason hereunder.

 

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

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## 6.9           “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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# 7.             Termination Procedures.

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## 7.1           Noticeof Termination.  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 11.  For purposes of this Agreement, a “Notice ofTermination” shall mean a notice which shall indicate the specific terminationprovision in this Agreement relied upon and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for terminationof Executive’s employment under the provision so indicated.  Further, a Notice of Termination for Cause isrequired to include the information set forth in Section 6.2.

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## 7.2           Dateof Termination.  “Date of Termination,” with respect to anypurported termination of Executive’s employment during the Term of thisAgreement, shall mean (i) if Executive’s employment is terminated by hisdeath, the date of his death, (ii) if Executive’s employment is terminatedfor Disability, thirty (30) days after Notice of Termination is given (providedthat Executive shall not have returned to the full-time performance ofExecutive’s duties during such thirty (30) day period), and (iii) ifExecutive’s employment is terminated for any other reason, the date specifiedin the Notice of Termination (which, in the case of a termination by theCompany, shall not be 

 

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## less than thirty (30) days (except inthe 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);provided, however, that the “Date of Termination” for purposes of thisAgreement shall not be the last day of the Company’s fiscal year and, in theevent the last day of the fiscal year is designated as the “Date of Termination”,the “Date of Termination” for purposes hereof shall automatically be the firstday of the next following fiscal year.

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# 8.             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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# 9.             Successors; Binding Agreement.

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## 9.1           Inaddition to any obligations imposed by law upon any successor to, or transferorof,  the Company, the Company willrequire any successor to, or transferor of, all or substantially all of thebusiness and/or assets of the Company or stock 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 be a breach of this Agreementand shall entitle the Executive to compensation from the Company in the sameamount and on the same terms as the Executive would be entitled to hereunder ifthe Executive were to terminate the 

 

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## Executive’s employment for Good Reason,except that, for purposes of implementing the foregoing, the date on which anysuch succession becomes effective shall be deemed the Date of Termination.

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## 9.2           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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# 10.           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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# 11.           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 Way  Portland, OR 97222  ATTN: Chief Executive Officer |
|-----------------|----------------------------------------------------------------------------------------------------------------|

 

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| To  the Executive: | Richard  H. Irving, III  3600 Piper Court  Lake Oswego, Oregon 97034  With a copy to: Kilpatrick Stockton LLP  ATTN: William J. Vesely, Jr.  Suite 2800  1100 Peachtree Street  Atlanta, GA 30309-4530 |
|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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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# 12.           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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# 13.           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 or conditionof this Agreement, unless such waiver is contained in a writing signed by theparty making the waiver.

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# 14.           Indemnification. During the term of this Agreement and after Executive’s termination fora period of three (3) years, the Company shall indemnify Executive andhold Executive harmless from and against any claim, loss or cause of actionarising 

 

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# 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 for a period of three (3) years, Executiveshall be covered by any policy of directors and officers liability insurancemaintained by the Company for the benefit of its officers and directors.

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

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# 16.           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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# 17.           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 

 

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#  

# been denied.  To the extent permitted by applicable law,any further dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in Portland, Oregon, inaccordance with the rules of the American Arbitration Association then ineffect.  Judgment may be entered on thearbitrator’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 promptly pay Executive’s reasonable legal fees andexpenses incurred in enforcing this Agreement and the fees of thearbitrator.  Except to the extentprovided in the preceding sentence, each party shall pay its own legal fees andother expenses associated with any dispute.

 

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#  

IN WITNESS WHEREOF, the parties haveexecuted this Amended and Restated Employment Agreement as of the day and yearfirst above written.

 

 
|   | EXECUTIVE:                       |
|--------|----------------------------------|
|   |                             |
|   | /s/ Richard H.  Irving, III |
|   | RICHARD H.  IRVING, III     |
|   |                             |
|   |                             |
|   | COMPANY:                         |
|   |                             |
|   | BLOUNT INTERNATIONAL, INC.       |
|   |                             |
|   |                             |
|   | By:                              | /s/  James S. Osterman |
|   |                             | JAMES  S. OSTERMAN |
|   |                             | Chairman  and Chief Executive Officer |

 

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