Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of the 14th day of December, 2009, by
and between BLOUNT INTERNATIONAL, INC., a Delaware corporation (the "Company"),
and DAVID A. WILLMOTT ("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 THE SENIOR VICE PRESIDENT, CORPORATE DEVELOPMENT AND STRATEGY OF
THE COMPANY AND SHALL HAVE SUCH RESPONSIBILITIES, DUTIES AND AUTHORITY THAT ARE
CONSISTENT WITH SUCH POSITIONS AS MAY BE FROM TIME TO TIME ASSIGNED TO EXECUTIVE
BY THE PRESIDENT, CHIEF OPERATING OFFICER AND CHIEF EXECUTIVE OFFICER-DESIGNATE
PRIOR TO JANUARY 4, 2010 AND BY THE CHIEF EXECUTIVE OFFICER FROM AND AFTER
JANUARY 4, 2010 OR THE BOARD OF DIRECTORS.
EXECUTIVE 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 AND
RESPONSIBILITIES FOR THE COMPANY; PROVIDED THAT, EXECUTIVE MAY SPEND UP TO FIVE
(5) HOURS PER MONTH PERFORMING SERVICES IN CONNECTION WITH CW GAS PARTNERS,
L.P., AN INVESTMENT FUND FOR WHICH HE CURRENTLY PERFORMS SERVICES.
WITH THE
CONSENT OF THE CHIEF EXECUTIVE OFFICER, EXECUTIVE MAY SERVE AS A DIRECTOR ON THE
BOARDS OF DIRECTORS OR TRUSTEES OF ADDITIONAL COMPANIES AND ORGANIZATIONS.
(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 DECEMBER 14, 2009 (THE "EFFECTIVE
DATE") 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; PROVIDED,
FURTHER, THAT THE TERM OF THIS AGREEMENT SHALL CEASE TO EXTEND AUTOMATICALLY ON
THE DATE EXECUTIVE ATTAINS AGE 63 AND AT SUCH TIME, THE REMAINING TERM OF THE
AGREEMENT SHALL BE TWO YEARS.
2.
COMPENSATION AND BENEFITS.
AS
COMPENSATION FOR HIS SERVICES DURING THE TERM OF THIS AGREEMENT, EXECUTIVE SHALL
BE PAID AND RECEIVE THE AMOUNTS AND BENEFITS SET FORTH IN SUBSECTIONS
(A) THROUGH (F) BELOW:
(A)
AN ANNUAL BASE SALARY ("BASE SALARY") AT A
RATE OF THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) PER YEAR, PRORATED
FOR ANY PARTIAL YEAR OF EMPLOYMENT.
EXECUTIVE'S BASE SALARY