Exhibit 10(q)


 


AMENDED
AND RESTATED


EMPLOYMENT
AGREEMENT


 


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


 


WITNESSETH:


 


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


 


WHEREAS, the parties now
desire to modify the Prior Employment Agreement in a number of respects and to
restate such agreement 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
President of the ICS Group of the Company and shall have such responsibilities,
duties and authority as may from time to time be assigned to Executive by the
Chief Executive Officer or the Board. 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.


 

















 


(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 subsection (c) below),
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)                                  This amended and restated Agreement is effective October 1,
2002 (“Effective Time”) and supersedes the Prior Employment Agreement in its
entirety and any rights under the Prior Employment Agreement are terminated on
the Effective Time.


 


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 (e) below:


 


(a)                                  An annual base salary (“Base Salary”) of One Hundred Fifty
Thousand and No/100 Dollars ($150,000.00), 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 accordance with the Company’s
regular payroll practices in effect from time to time.


 


(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 


 


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Company will establish individual and
financial performance goals each year under the Incentive Program, and
Executive’s annual Target Bonus shall be fifty percent (50%) 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)                                  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 (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
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                                 Termination.  The Company shall have the right to terminate
Executive’s employment under this Agreement at any time during the Term by
notice to Executive. Executive shall have the right to terminate his employment
at any time during the Term by notice to the Company. If the Company terminates
Executive’s employment under this Agreement for Cause (as defined in Section 5.2),
disability (as determined by the Company), or upon Executive’s death, or if
Executive terminates his employment, the Company’s obligations under this
Agreement shall cease as of the date of termination; provided, however, that
Executive will 


 


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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 for Cause (and such termination does not result from Executive’s
disability or death), 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 lesser of (i) the 12-month period (the twenty-four (24) month
period if Executive’s date of termination of employment is on or 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 he attains age 65
(such time period under (i) or (ii) is hereinafter referred to as the
“Severance Period”). Except as otherwise provided herein, the Company 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 this 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 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 


 


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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 5.11) 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 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; 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 coverage provided to Executive at his date of 


 


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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 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)                                 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.


 


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


 


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the Company. No payments shall be made
under Section 3.1 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 the
Executive and delivered to the Company within the reasonable time periods
specified in the release, the Company’s obligations under Section 3.1 will
terminate.


 


3.3                                 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 Section 3.1 arising from his termination
of employment with the Company. If Executive does not receive such a bona fide
offer of employment with comparable compensation and benefits 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.


 


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(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, 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 Executive, agent
or salesman, 


 


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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
Executives 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 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 Company to be in
violation of law or of policies of the Company and which result in material
damage to the Company;


 


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(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 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), after a demand in writing for substantial
performance is delivered by the Company.


 


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 Company 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.


 


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), other than any member
of the Lehman Group, of securities of Blount International, Inc.
representing an aggregate of more than 50% of the combined voting power of
Blount International, Inc.’s then outstanding securities (excluding the
acquisitions by persons who acquire such amount through inheritance); (b) during
any period of two consecutive years, individuals who at the beginning of 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, 


 


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consolidation or other business
combination of Blount International, Inc. 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 Blount International, Inc.
immediately prior thereto continuing to represent (either by remaining
ouststanding 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
the Blount International, Inc. or such surviving entity or partners or
affiliate thereof, outstanding immediately after such merger, consolidation or
business combination, or (ii) a plan of complete liquidation of Blount
International, Inc. or an agreement for the sale or disposition by Blount
International, Inc. or all or substantially all of Blount International, Inc.’s
assets; or (d) a sale of more than 50% of the assets of Blount
International, Inc.; provided that none of the events described in clauses (b) through
(d) shall be deemed a Change in Control if, immediately following such
event, the Lehman Group owns 50% or more of the combined voting power of Blount
International, Inc.’s then outstanding securities.


 


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


 


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


 


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


 


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


 


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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 


 


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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 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.

  	
   

  	
   

  
	
   

  	
   

  	
  P.O. Box 22127

  	
   

  	
   

  
	
   

  	
   

  	
  Portland, Oregon
  97269-2127

  	
   

  	
   

  
	
   

  	
   

  	
  ATTN: James Osterman

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  Richard H.
  Irving, III

  	
   

  	
   

  
	
   

  	
   

  	
  Blount
  International, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  P.O. Box 22127

  	
   

  	
   

  
	
   

  	
   

  	
  Portland, Oregon
  97269-2127

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To the Executive:

  	
  James Lee VanderZanden

  	
   

  	
   

  
	
   

  	
   

  	
  Blount, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  P.O. Box 22127

  	
   

  	
   

  
	
   

  	
   

  	
  Portland, Oregon
  97269-2127

  	
   

  	
   

  



 


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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 


 


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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: Governing Law.  This Agreement may
be amended or modified only by a writing signed by both parties hereto. 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.


 


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


 


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James L.
  VanderZanden

  
	
   

  	
  James
  Lee VanderZanden

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMPANY:

  
	
   

  	
  BLOUNT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: /s/ James S.
  Osterman

  



 


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