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