EXHIBIT 10.2
CONSULTING AGREEMENT
This CONSULTING AGREEMENT, dated as of September 28, 2009 (this "Agreement"), is
hereby made by and between Blount International, Inc., a Delaware corporation
(the "Corporation"), and James S. Osterman (the "Executive").
WHEREAS, the Executive is serving as Chairman and Chief Executive Officer of the
Corporation pursuant to the terms of an Amended And Restated Employment
Agreement, dated as of October 17, 2007, as amended (the "Employment
Agreement"); and
WHEREAS, the Term of the Employment Agreement ends on January 3, 2010 and after
the end of the Term, the Employment Agreement provides that Executive will
continue to provide certain consulting services to the Corporation; and
WHEREAS, the Corporation desires that the Executive provide certain consulting
services to the Corporation in order to permit the Corporation to avail itself
of the extensive expertise, knowledge, and experience of the Executive with
respect to the Corporation's business and customers and the Executive desires to
provide such services to the Corporation, all upon the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows.
1.
TERM. EXECUTIVE SHALL PERFORM THE SERVICES HEREUNDER FOR A PERIOD
COMMENCING ON JANUARY 4, 2010 ("EFFECTIVE DATE") AND ENDING ON DECEMBER 31, 2011
(SUCH PERIOD IS REFERRED TO HEREINAFTER AS THE "CONSULTING PERIOD").
THE
CONSULTING AGREEMENT MAY ONLY BE TERMINATED DURING THE CONSULTING PERIOD BY THE
CORPORATION IN THE EVENT OF EXECUTIVE'S DEATH, DISABILITY, TERMINATION FOR CAUSE
(AS DEFINED IN SECTION 6.2 OF THE EMPLOYMENT AGREEMENT) OR EXECUTIVE'S VOLUNTARY
TERMINATION OF SERVICE.
2.
SERVICES TO BE PROVIDED. THE CORPORATION HEREBY AGREES TO ENGAGE
THE EXECUTIVE, AND THE EXECUTIVE HEREBY AGREES TO SERVE THE CORPORATION, ON THE
TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT.
COMMENCING ON
THE EFFECTIVE DATE AND DURING THE CONSULTING PERIOD, THE EXECUTIVE SHALL PERFORM
THE FOLLOWING SERVICES: (I) ATTEND AS A "GOODWILL AMBASSADOR" OF THE CORPORATION
THE TRADE SHOWS SCHEDULED FOR SEPTEMBER, 2010 IN COLOGNE, GERMANY, APRIL,
2010
IN CANTON, CHINA, APRIL, 2011 IN CANTON, CHINA, AND OCTOBER, 2011 IN CANTON,
CHINA, SUCH ATTENDANCE TO BE COORDINATED WITH THE ATTENDANCE BY CORPORATION
EXECUTIVES WHO MAY ATTEND SUCH TRADE SHOWS AND FOLLOWING SUCH TRADE SHOWS,
PROVIDE A REPORT TO THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION
("CEO")
AND/OR THE BOARD OF DIRECTORS (THE "BOARD"); AND (II) AT THE REQUEST OF, AND IN
CONSULTATION WITH, THE CEO (AND IN CONJUNCTION WITH SENIOR CORPORATION
EXECUTIVES), MAINTAIN AND ASSIST IN MANAGING RELATIONSHIPS WITH MAJOR CUSTOMERS,
ENTERTAIN SUCH CUSTOMERS THROUGH CUSTOMER OUTINGS (HUNTING, FISHING, GOLF,
ETC.), CONSULT AND ADVISE ON PRODUCTS, SERVICES AND MANUFACTURING FACILITIES,
VISIT THE CORPORATION'S LARGEST CUSTOMERS AND THE CORPORATION'S INTERNATIONAL
OPERATIONS, AND PROVIDE THE BOARD, THE CEO AND SENIOR CORPORATE EXECUTIVES WITH
CONSULTATION AND ADVICE ON BUSINESS MATTERS AFFECTING THE CORPORATION.
EXECUTIVE WILL BE REIMBURSED FOR THE REASONABLE OUT-OF-POCKET EXPENSES
(INCLUDING
BUSINESS TRAVEL