IS A PERSONAL CONTRACT, AND THE RIGHTS AND INTERESTS OF
THE EXECUTIVE HEREUNDER MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
ENCUMBERED, OR HYPOTHECATED BY HIM, EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY
THE PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE ENFORCEABLE BY AND AGAINST THE EXECUTIVE AND HIS PERSONAL OR LEGAL
REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES,
DEVISEES, AND LEGATEES, IF THE EXECUTIVE SHOULD DIE
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WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO HIM HEREUNDER RELATING TO SERVICES
PERFORMED THROUGH HIS DATE OF DEATH, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED
HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO HIS
DEVISEE, LEGATEE OR OTHER DESIGNEE OR, IF THERE IS NO SUCH DESIGNEE, TO HIS
ESTATE.
7.
EMPLOYMENT AGREEMENT PROVISIONS.
THE CORPORATION AND EXECUTIVE
ACKNOWLEDGE AND AGREE THAT CERTAIN PROVISIONS OF THE EMPLOYMENT AGREEMENT
CONTINUE IN EFFECT DURING THE CONSULTING PERIOD AND THEREAFTER AS PROVIDED IN
THE EMPLOYMENT AGREEMENT, INCLUDING, SECTION 2(F) RELATING TO THE OMARK SALARY
CONTINUATION PLAN (INCLUDING THE OBLIGATION TO FUND OR OTHERWISE SECURE THE
OBLIGATION UPON A CHANGE IN CONTROL),
SECTION 3(C) PROVIDING FOR THE TERMS AND
CONDITIONS OF EXECUTIVE'S RETIREE HEALTHCARE COVERAGE, AND SECTION 4 PROVIDING
FOR CONFIDENTIALITY AND NONCOMPETITION
RESTRICTIONS AFTER EXECUTIVE'S
TERMINATION OF SERVICES UNDER THIS AGREEMENT.
8.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS ALL THE UNDERSTANDINGS
BETWEEN THE PARTIES HERETO PERTAINING TO EXECUTIVE'S PROVISION OF SERVICES
DURING THE CONSULTING PERIOD.
9.
AMENDMENT OR MODIFICATION, WAIVER. NO PROVISION OF THIS AGREEMENT
MAY BE AMENDED OR WAIVED, UNLESS SUCH AMENDMENT OR WAIVER IS AGREED TO IN
WRITING, SIGNED BY THE EXECUTIVE AND BY A DULY AUTHORIZED OFFICER OF THE
CORPORATION. NO WAIVER BY ANY PARTY HERETO OF ANY BREACH BY ANOTHER PARTY HERETO
OF ANY CONDITION OR PROVISION OF THIS AGREEMENT TO BE PERFORMED BY SUCH OTHER
PARTY SHALL BE DEEMED A WAIVER OF A SIMILAR OR DISSIMILAR CONDITION OR PROVISION
AT THE SAME TIME, ANY PRIOR TIME, OR ANY SUBSEQUENT TIME.
10.
NOTICES. ANY NOTICE TO BE GIVEN HEREUNDER SHALL BE IN WRITING AND
SHALL BE DEEMED GIVEN WHEN DELIVERED PERSONALLY, SENT BY COURIER OR FACSIMILE OR
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED,
ADDRESSED TO THE PARTY CONCERNED AT THE ADDRESS INDICATED BELOW OR TO SUCH OTHER
ADDRESS AS SUCH PARTY MAY SUBSEQUENTLY GIVE NOTICE HEREUNDER IN WRITING:
If to the Executive, to:
James S. Osterman
[redacted]
[redacted]
If to the Corporation, to:
Blount International, Inc.
4909 SE International Way
Portland, OR
97222
Attention: General Counsel
Any notice delivered personally, by courier, or by registered or certified mail,
postage prepaid, return receipt requested, under this Section 10 shall be deemed
given on the date delivered, and any notice sent by facsimile shall be deemed
given on the date transmitted by facsimile, with satisfactory transmission
acknowledged.
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11.
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