RETURNED TO THE FULL-TIME PERFORMANCE OF EXECUTIVE'S
DUTIES DURING SUCH
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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 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
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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, Inc.
P.O. Box 22127
Portland, Oregon 97269-2127
ATTN: James Osterman
With a copy to: Richard H. Irving, III
Blount, Inc.
P.O. Box 22127
Portland, Oregon 97269-2127
To the Executive:
Russell L. German
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