Exhibit 10.(p)


 


EMPLOYMENT AGREEMENT


 


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


 


W I T N E S S E T H:


 


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


 


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


 


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


 


1.                                       Employment
and Term.


 


(a)                                  Subject
to the terms and conditions of this Agreement, the Company hereby employs
Executive, and Executive hereby accepts employment,  as President of the Carlton business group of
the Company and shall have such responsibilities, duties and authority as may
from time to time be assigned to Executive by the Chief Executive Officer of
the Company (or his designee).  Executive
hereby agrees that during the Term of this Agreement he will devote
substantially all his working time, attention and energies to the diligent
performance of his duties for the Company. 
With the consent of the Chief Executive Officer (or his designee), the
Executive may serve as a director on the board of directors or trustees of an
additional company or educational organization.


 

















 


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


 


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


 


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


 


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


 


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annual incentive bonus payable under this
subsection (b) shall be payable in accordance with the provisions of the
Incentive Program at the same time bonuses are paid to other executives, unless
Executive elects to defer all or a portion of such bonus pursuant to any
deferral plan established by the Company for such purpose.


 


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


 


(d)                                 Executive
is eligible for vacation in accordance with the Company’s standard vacation
policy.  Executive will be provided a
vehicle in accordance with the Company’s automobile policy.  Executive will be provided an annual physical
examination and a financial/tax consultant for financial and tax planning.  Executive will be promptly reimbursed by the
Company for all reasonable business expenses Executive incurs and properly
reports in carrying out Executive’s duties and responsibilities under this
Agreement.  Executive will be paid a tax
gross-up amount by the Company to cover any additional federal or state income
taxes he incurs as a result of being required to include in income the amount
of the costs for, or personal usage of, a vehicle and financial and tax
planning.


 


3.                                       Termination.


 


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


 


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


 


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


 


(a)                                  Base
Salary - Executive will continue to receive his Base 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 date of termination;
provided, however, that the salary payments provided for hereunder shall be
paid in a single lump sum payment, to be paid not later than 30 days after his
termination of employment; provided, further, that the amount of such lump sum
payment shall be determined by taking the salary payments to be made and
discounting them to their Present Value (as defined in Section 5.8) on the
date Executive’s employment under this Agreement is terminated.


 


(b)                                 Bonuses
and Incentives - Executive shall receive bonus payments from the Company
for each month of the Severance Period in an amount for each such month equal
to one-twelfth of the average of the bonuses earned by him for the two fiscal
years in which bonuses were paid (ignoring any fiscal year in which a bonus was
not paid) immediately preceding the fiscal year in which such termination
occurs.  Any bonus amounts that Executive
had previously earned from the Company but which may not yet have been paid as
of the date of termination shall be payable on the date such amounts are
payable to other executives and Executive’s termination shall not affect the
payment of such bonus.  Executive shall
also receive a prorated bonus for any uncompleted fiscal year at the date of
termination (assuming the Target Award level has been achieved for such year),
based upon the number of days that he was employed during such fiscal
year.  The bonus amounts determined
herein shall be paid in a single lump sum payment, to be paid not later than 30
days after termination of employment; 


 


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


 


(c)                                  Health
and Life Insurance Coverage - The health care (including Exec-U-Care) and
group term life insurance benefits coverages provided to Executive at his date
of termination shall be continued for the Severance Period at the same level
and in the same manner as then provided to actively employed executive
participants as if his employment under this Agreement had not terminated.  Any additional coverages Executive had at
termination, including dependent coverage, will also be continued for such
period on the same terms, to the extent permitted by the applicable insurance
policies or contracts.  Any costs
Executive was paying for such coverages at the time of termination shall be
paid by Executive by separate check payable to the Company each month in
advance.  If the terms of the life
insurance coverage referred to in this subsection (c), or the laws applicable
to such life insurance coverage do not permit continued participation by
Executive, then the Company will arrange for other life insurance coverage at
its expense providing substantially similar benefits.


 


If the terms of the healthcare
benefits program referred to in this subsection (c) do not permit
continued participation by Executive as required by this subsection or if the
healthcare benefits to be provided to Executive and his dependents pursuant to
this subsection (c) cannot be provided in a manner such that the benefit
payments will continue to be tax-free to Executive and his dependents, then the
Company shall (i) pay to Executive within five (5) days after
Executive’s date of termination a lump sum amount equal to the monthly rate for
COBRA coverage at Executive’s termination date that is then being paid by
former active employees for 


 


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


 


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


 


(d)                                 Employee
Retirement Plans - To the extent permitted by the applicable plan,
Executive will be entitled to continue to participate, consistent with past
practices, in all employee retirement and deferred compensation plans
maintained by the Company in effect as of his date of termination, including,
to the extent such plans are still maintained by the Company, the Blount 401(k) Plan
and the Blount Excess 401(k) Plan. 
Executive’s participation in such retirement plans shall continue for
the Severance Period and the compensation payable to Executive under (a) and
(b) above shall be treated (unless otherwise excluded) as compensation
under the plan as if it were paid on a monthly basis.  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 plan, assuming Executive had participated in
such plan at the maximum permissible contributions level.  If continued participation in any plan is not
permitted by the plan or by applicable law, the Company shall pay to Executive
or, if applicable, his beneficiary a supplemental benefit equal to the present
value on the date of termination of employment under this Agreement (calculated
as provided in the plan) of the excess of (i) the benefit Executive 


 


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


 


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


 


(f)                                    Equity
Awards.  As of Executive’s date of
termination, the vesting and exercisability of stock options, stock
appreciation rights, restricted stock, restricted stock units and other equity
awards held by Executive, shall be determined in accordance with the agreements
for such awards.


 


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


 


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


 


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and delivered to the Company within the
reasonable time periods specified in the release, the Company’s obligations
under this Section 3 will terminate.


 


3.4                                 Section 409A Compliance.     The Company shall have the authority to delay the
commencement of all or a part of the payments to Executive under this Section 3
if Executive is a “key employee” of the Company (as determined by the Company
in accordance with procedures established by the Company that are consistent
with Section 409A) to a date which is six months after the date of
Executive’s termination of employment (and on such date the payments that 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 the provisions of Section 409A
to avoid imposition of additional income and other taxes, provided that the
Company and Executive agree to take into account any transitional rules and
exemption rules available under Section 409A.


 


3.5                                 Limitation On Payments.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, any benefits payable or to be
provided to Executive by the Company or its affiliates, whether pursuant to
this Agreement or otherwise, which are treated as Severance Payments shall be
modified or reduced in the manner provided in (b) below to the extent
necessary so that the benefits payable or to be provided to Executive under
this Agreement that are treated as Severance Payments, as well as any payments
or benefits provided outside of this Agreement that are so treated, shall not
cause the Company to have paid an Excess Severance Payment.  In computing such amount, the parties shall
take into account all provisions of Code Section 280G, and the regulations
thereunder, including making appropriate adjustments to such calculation for
amounts established to be 


 


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


 


(b)                                 In
the event that the amount of any Severance Payments which would be payable to
or for the benefit of Executive under this Agreement must be modified or
reduced to comply with this Section 3.5, 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 in the timing of the payment
shall be made without the consent of the Company.


 


(c)                                  This
Section 3.5 shall be interpreted so as to avoid the imposition of excise
taxes on Executive under Section 4999 of the Code or the disallowance of a
deduction to the Company pursuant to Section 280G(a) of the Code with
respect to amounts payable under this Agreement or otherwise.  Notwithstanding the foregoing, in no event
will any of the provisions of this Section 3.1 create, without the consent
of Executive, an obligation on the part of Executive to refund any amount to
the Company following payment of such amount.


 


(d)                                 In
addition to the limits otherwise provided in this Section 3.5, to the
extent permitted by law, Executive may in his sole discretion elect to reduce
any payments he may be eligible to receive under this Agreement to prevent the
imposition of excise taxes on Executive under Section 4999 of the Code.


 


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4.                                       Confidentiality
and Noncompetition.


 


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


 


(b)                                 Executive agrees that he
shall protect the Company’s Confidential Information and shall not disclose to
any Person, or otherwise use, except in connection with his duties performed in
accordance with this Agreement, any Confidential Information at any time,
including following the termination of his employment with the Company for any
reason; provided, however, that Executive may make disclosures required by a
valid order or subpoena issued by a court or administrative agency of competent
jurisdiction, in which event Executive will promptly notify the Company of such
order or subpoena to provide the Company an opportunity to protect its
interests.  Executive’s obligations under
this Section 4(b) shall survive any expiration or termination of this
Agreement for any reason, provided that Executive may after such expiration or
termination disclose Confidential Information with the prior written consent of
the Board.


 


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


 


(d)                                 Upon the termination or
expiration of his employment under this Agreement, Executive agrees that for a
period of one (1) year from his date of 
termination or until the end of the period for which he is entitled to
receive compensation under Section 3.1 above, 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 or offered by the Company or
its affiliates in the areas of North America and Asia (including all of China),
either as an individual, partner or joint venturer, or as an employee, agent or
salesman, or as an officer, director, or shareholder of a corporation, (ii) divert
or attempt to divert any person, concern or entity which is furnished products
or services by the Company from doing business with the Company or otherwise
change its relationship with the Company, or (iii) solicit, lure or
attempt to hire away any of the employees of the Company with whom the
Executive interacted directly or indirectly while employed with the Company.


 


(e)                                  Executive agrees that the remedies at law of the Company for any actual
or threatened breach by Executive of the covenants in this Section 4 would
be inadequate and that the Company shall be entitled to seek specific
performance of the covenants in this Section 


 


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4,
including entry of an ex-parte , temporary restraining order in state or
federal court, preliminary and permanent injunctive relief against activities
in violation of this Section 4, or both, or other appropriate judicial
remedy, writ or order, in addition to any damages and legal expenses which the
Company may be legally entitled to recover. 
Executive acknowledges and agrees that the covenants in this Section 4
shall be construed as agreements independent of any other provision of this or
any other agreement between the Company and Executive, and that the existence
of any claim or cause of action by Executive against the Company, whether
predicated upon this Employment Agreement or any other agreement, shall not
constitute a defense to the enforcement by the Company of such covenants.


 


(f)                                    Executive acknowledges and
agrees that the restrictive covenants are reasonable and valid in time and
scope and in all other respects.  The
covenants set forth in this Employment Agreement shall be considered and construed
as separate and independent covenants. 
Should any part or provision of any covenant be held invalid, void or
unenforceable, such invalidity, voidness or unenforceability shall not render
invalid, void or unenforceable any other part or provision of this Employment
Agreement.  If any portion of the
foregoing provisions is found to be invalid or unenforceable because its
duration, the territory, the definition of activities or the definition of
information covered is considered to be invalid or unreasonable in scope, the
invalid or unreasonable term shall be redefined, or a new enforceable term
provided, such that the intent of the Company and Executive in agreeing to the
provisions of this Employment Agreement will not be impaired and the provision
in question shall be enforceable to the fullest extent of the applicable laws.


 


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(g)                                 The parties hereunder agree
that it is their intention that the provisions of this Section 4 be
enforced in accordance with their terms to the maximum extent possible under
applicable law.  The parties further
agree that, in the event any tribunal of competent jurisdiction shall find that
any provision hereof is not enforceable in accordance with its terms, the
tribunal shall reform these covenants such that they shall be enforceable to
the maximum extent permissible at law.


 


5.                                       Definitions.  For purposes of this Agreement the following
terms shall have the meanings specified below:


 


5.1                                 “Board” or “Board of Directors”.  The Board of Directors of Blount
International, Inc.


 


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


 


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


 


(b)                                 If the termination shall
have been the result of an act or acts by Executive which are in the good faith
judgment of the Chief Executive Officer (or his designee) to be in violation of
law or of policies of the Company and which result in material damage to the
Company;


 


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


 


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(d)                                 Upon the willful and
continued failure by the Executive substantially to perform his duties with the
Company (other than any such failure resulting from incapacity due to mental or
physical illness not constituting a Disability, as defined herein), after a
demand in writing for substantial performance is delivered by the Chief
Executive Officer (or his designee), which demand specifically identifies the
manner in which the Chief Executive Officer (or his designee) believes that
Executive has not substantially performed his duties.


 


With respect to clauses (b), (c) or (d)  above of this
Section, Executive shall not be deemed to have been involuntarily terminated
for Cause unless and until a notice is delivered to Executive by the Chief
Executive Officer (or his designee) setting forth (i) the conduct deemed
to qualify as Cause, (ii) reasonable action that would remedy such
objectionable conduct, and (iii) a reasonable time (not less than thirty
days) within which Executive may take such remedial action, and Executive shall
not have taken such specified remedial action within such specified reasonable
time.  For purposes of 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 without reasonable
belief that Executive’s action or omission was in the best interests of the
Company.


 


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


 


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


 


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


 


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


 


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secrecy or confidentiality.  Such information and compilations of
information shall be contractually subject to protection under this Agreement
whether or not such information constitutes a trade secret and is separately
protectable at law or in equity as a trade secret.  Confidential Information does not include
confidential business information which does not constitute a trade secret
under applicable law two years after any expiration or termination of this
Agreement.


 


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


 


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


 


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


 


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


 


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thirty (30) day
period), and (iii) if Executive’s employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of
a termination by the Company, shall not be 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 than thirty (30) days nor more than sixty (60)
days, respectively, from the date such Notice of Termination is given).


 


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


 


8.                                       Successors;
Binding Agreement.


 


8.1                                 In addition to any obligations imposed by law upon any
successor to, or transferor of,  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 (whether direct
or indirect, by purchase, merger, reorganization, liquidation, consolidation or
otherwise) to expressly assume and agree to perform this Agreement, in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.


 


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


 


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


 


9.                                       Other
Agents.  Nothing in this Agreement is
to be interpreted as limiting the Company from employing other personnel on
such terms and conditions as may be satisfactory to the Company.


 


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


 


	
  To the Company:

  	
  Blount, Inc.

  
	
   

  	
  P.O. Box 22127

  
	
   

  	
  Portland, Oregon
  97269-2127

  
	
   

  	
  ATTN: James Osterman

  
	
   

  	
   

  
	
   

  	
  With a copy to: Richard H.
  Irving, III

  
	
   

  	
  Blount, Inc.

  
	
   

  	
  P.O. Box 22127

  
	
   

  	
  Portland, Oregon 97269-2127

  
	
   

  	
   

  
	
  To the Executive:

  	
  Russell L. German

  



 


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


 


11.                                 Provisions
Severable.  If any provision or
covenant, or any part thereof, of this Agreement should be held by any court to
be invalid, illegal or unenforceable, either in whole or in part, such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of the remaining provisions or covenants, or any
part thereof, of this Agreement, 


 


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all of which shall
remain in full force and effect.


 


12.                                 Waiver.  Failure of either party to insist, in one or
more instances, on performance by the other in strict accordance with the terms
and conditions of this Agreement shall not be deemed a waiver or relinquishment
of any right granted in this Agreement or the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.


 


13.                                 Indemnification.  During the term of this Agreement and after
Executive’s termination for a period of time equal to the Severance Period, the
Company shall indemnify Executive and hold Executive harmless from and against
any claim, loss or cause of action arising from or out of Executive’s
performance as an officer, director or employee of the Company or any of its
subsidiaries or other affiliates or in any other capacity, including any
fiduciary capacity, in which Executive serves at the Company’s request, in each
case to the maximum extent permitted by law and under the Company’s Articles of
Incorporation and By-Laws (the “Governing Documents”), provided that in no
event shall the protection afforded to Executive hereunder be less than that
afforded under the Governing Documents as in effect on the date of this
Agreement except for changes mandated by law. 
During the Term and for a period of time equal to the Severance Period,
Executive shall be covered in accordance with the terms of any policy of
directors and officers liability insurance maintained by the Company for the
benefit of its officers and directors.


 


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


 


15.                                 Governing
Law.  The validity and effect of this
Agreement shall be governed by 


 


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and construed and
enforced in accordance with the laws of the State of Delaware.


 


16.                                 Arbitration
of Disputes; Expenses.  All claims by
Executive for compensation and benefits under this Agreement shall be directed
to and determined by the Board and shall be in writing.  Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to Executive in writing and
shall set forth the specific reasons for the denial and the specific provisions
of this Agreement relied upon.  The Board
shall afford a reasonable opportunity to Executive for a review of a decision
denying a claim and shall further allow Executive to appeal to the Board a decision
of the Board within sixty (60) days after notification by the Board that
Executive’s claim has been denied. 
Unless prohibited by applicable law, any further dispute or controversy
arising under or in connection with this Agreement shall be settled exclusively
by arbitration in Portland, Oregon and shall proceed in accordance with the rules of
the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. 
In the event the Executive incurs legal fees and other expenses in
seeking to obtain or to enforce any rights or benefits provided by this
Agreement and is successful, in whole or in part, in obtaining or enforcing any
material rights or benefits through settlement, arbitration or otherwise, the
Company shall promptly pay a portion, which reflects the extent to which
Executive has been successful in enforcing such material rights or benefits, of
Executive’s reasonable legal fees and expenses incurred in enforcing this
Agreement and the fees of the arbitrator. 
Except to the extent provided in the preceding sentence, each party
shall pay its own legal fees and other expenses associated with any dispute.


 


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


 


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  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Russell L. German

  
	
   

  	
  RUSSELL L. GERMAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY: 

  
	
   

  	
  BLOUNT, INC. 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James S. Osterman

  



 


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