Exhibit 10.(r)


 


EMPLOYMENT
AGREEMENT


 


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


 


W I T N E S S E T H:


 


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; and


 


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


 


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


 


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


 


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


 


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 Vice President, 


 

















 


Marketing
of the OCSD of the Company and shall have such responsibilities, duties and
authority as may from time to time be assigned to Executive by the Group
President (or his designee), which responsibilities, duties and authority may
be altered from time to time. 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 Group President (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 the Effective Time
(as defined in the Recapitalization Agreement), 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 years following
the date of such notice and this Agreement shall terminate upon the expiration
of such Term.


 


(c)                            The purpose of
this Agreement is to amend any prior employment agreement and to provide a
single, integrated document which shall provide the basis for Executive’s
continued employment by the Company. 
This Agreement supersedes any prior employment agreement in its entirety
and any rights under any prior employment agreement are terminated on the
Effective Time, This Agreement shall not be effective until the Effective Time,



 

















 


and
this Agreement shall terminate immediately if the Recapitalization Agreement is
terminated in accordance with its terms prior to the Effective Time.


 


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


 


(a)                            An annual base
salary (“Base Salary”) of One Hundred Thirty-Eight Thousand and 00/00 Dollars
($138,000.00), 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 Target Incentive Plan 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 plans, and Executive’s annual Target Bonus shall be 40% of
Base Salary; the maximum award for exceeding the performance goals (which will
be determined in accordance with the current plan design) shall be 80% of Base
Salary.  The annual incentive bonus
payable under this subsection (b) shall be payable as a lump sum 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)                            The Company
will grant Executive 7,000 options to purchase shares of the Company’s Common
Stock that will vest over time (“Time Options”) and the Company will grant
Executive performance-based options for 7,000 shares of the Company’s Common
Stock 


 

















 


(“Performance
Options”) (the Time Options and the Performance Options are collectively
referred to herein as “Options”).  The
terms and conditions of the Time Options and the Performance Options shall be
as set forth in the separate Option Agreements with Executive covering the
grant of such Options.  Executive will be
eligible to participate in such other stock option programs as may be
established from time to time by the Company for its executives.


 


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


 


(d)                           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 retirement, 401(k) benefits, health care, life
insurance, disability and similar benefits.


 


(e)                            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. 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.


 


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 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 (c) below. 
Unless specified otherwise, the time periods in subsections
(a) through (c) below shall be the 12-month period commencing on the
date of Executive’s termination of employment (“Severance Period”). Except as
otherwise provided herein, the Company agrees that if Executive terminates
employment and is entitled to compensation and benefits under this Section 3.1,
he shall not be required to mitigate damages by seeking other employment, nor shall
any amount he earns reduce the amount payable by the Company hereunder.  Executive agrees that the compensation and
benefits provided pursuant to Sections 3.1 and 3.2 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 or to be provided under subsections (a) through
(c) 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.


 


(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 immediately preceding the 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), based upon the number of days that he
was employed during such fiscal year.


 


(c)                            Health and Life
Insurance Coverage - The health care and group term life insurance
benefits coverage 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 policies or contracts.  Any costs Executive was paying for such
coverages at the time of termination shall be withheld from the amounts payable
under subsection (a) above,
or be paid by Executive by separate check payable to the Company each month in
advance.  If the terms of any benefit
plan referred to in this Section, or the laws applicable to such plan, do not
permit continued 


 

















 


participation
by Executive, then the Company will arrange for other coverage at its expense
providing substantially similar benefits (including the same deductible and
co-payment levels provided under the Company’s policy).  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)                           Lump Sum
Payment.  While the Company intends to
pay such amounts on a monthly basis, the Company may, in its sole discretion,
decide that the salary payments provided for under subsection (a) and/or
the bonus payments provided for under subsection (b) shall be paid in a
single lump sum payment, to be paid not later than 180 days after Executive’s
termination of employment; provided, further, that the amount of
any such lump sum payment shall be determined by taking the salary or bonus payments to be made and
discounting them to their Present Value (as defined in Section 5.8) on the date the payment to Executive is made.  The lump sum payment under this subsection (d) shall
not alter the amounts Executive is entitled to receive under the benefit plans
described in subsection (c).  Benefits
under such plans shall be determined as if Executive had received such payments
over the Severance Period.


 


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


 


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 other
than for Good Reason, the Company’s obligations under this Agreement
shall cease as of the date of such termination. 
If Executive terminates his 


 

















 


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


 


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 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                                 Sale of
Business.  If all or
substantially all of the assets of the business unit for which Executive works
are sold by the Company and Executive receives a bona fide offer of employment
from the purchaser of such assets for a position and with compensation and
benefits comparable to those Executive then has with the Company, Executive
shall not, as a result of such transaction, be entitled to compensation and
benefits under this Section 3 arising from his termination of employment
with the Company, nor shall Executive be entitled to terminate his employment
for Good Reason.  If Executive does not
receive such a bona fide offer of employment from the purchaser, then the other
provisions of this Section 3 shall apply.


 


4.                                       Confidentiality
and Noncompetition.


 


(a)                            Executive
acknowledges that, prior to and during the Term of this Agreement, the Company
has furnished and 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. 
Moreover, the parties recognize 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.


 


(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 or 3.2 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
area of North America, 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
acknowledges that if he breaches or threatens to breach this Section 4,
his actions may cause irreparable harm and damage to the Company which could
not be compensated in damages. 
Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in
addition to any other rights or remedies of the Company.  The existence of any claim or cause of action
by Executive against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company of
Executive’s agreement under this Section 4(e).


 


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 the Company.


 


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


 


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


 


5.4                                 “Confidential
Information”.  All technical,
business, and other information relating to the business of 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 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.


 


5.5                                 “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.


 


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


 

















 


and
such act or failure to act has not been corrected within thirty (30) days after
written notice of such act or failure to act is given by Executive to the
Company;


 


(i)                                     a material
adverse change in the nature or status of Executive’s job responsibilities from
those set forth in Section 1(a), except in connection with (A) a job
change or relocation of Executive that is necessitated by changes in the
operation of the business; or (B) a performance-related job change or
relocation of Executive that the Company deems necessary to the operation of
the business.


 


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


 


(iii)                               the failure by
the Company to continue to provide Executive with compensation and benefits
substantially similar in the aggregate to those enjoyed by Executive on the
date hereof under the Company’s retirement, 401(k), incentive compensation,
life insurance, health and accident or disability plans, or the taking of any
action by the Company which would directly or indirectly materially reduce any
of such compensation or benefits, except in connection with (A) an
across-the-board reduction that impacts executives at Executive’s level
generally, or (B) a change described in (i)(A) or (i)(B) above;


 


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


 


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


 

















 


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


 


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 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. 
Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall constitute the basis for
Executive to terminate the Executive’s employment for Good Reason during the
90-day period after such succession and to receive the compensation and
benefits provided in Section 3.1 above. 
The provisions of this Section 8.1 shall not apply to transactions
covered by Section 3.4.


 


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 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 International, Inc.

  
	
   

  	
   

  	
  4520 Executive Park Drive

  
	
   

  	
   

  	
  Montgomery, Alabama 36116-1602

  
	
   

  	
   

  	
  ATTN:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to: Richard H. Irving, III

  
	
   

  	
   

  	
  Blount International, Inc.

  
	
   

  	
   

  	
  4520 Executive Park Drive

  
	
   

  	
   

  	
  Montgomery, Alabama 36116-1602

  
	
   

  	
   

  	
   

  
	
  To the Executive:

  	
   

  	
  Cyrille Benoit Michel

  
	
   

  	
   

  	
  Blount, Inc.

  
	
   

  	
   

  	
  Oregon Cutting Systems Division

  
	
   

  	
   

  	
  4909 B.E. International Way

  
	
   

  	
   

  	
  Portland, Oregon 97222-4679

  



 


Any party may change the address to which notices,
requests, demands and other communications shall be delivered or mailed 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, 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 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 a
location selected at the discretion of the Company (which shall not be unreasonable,
taking into account the business location at which Executive is employed), 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 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 Agreement as of the
day and year first above written.


 


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Cyrille Benoit Michel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  BLOUNT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ John M. Panettiere