Exhibit 10.(r)
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of June, 1999, by and
between BLOUNT, INC., a Delaware corporation (the "Company"), and Cyrille Benoit
Michel ("Executive").
W I T N E S S E T H:
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; and
WHEREAS, the Company entered into an Agreement and Plan of Merger and
Recapitalization (the "Recapitalization Agreement") dated April 18, 1999 with
Red Dog Acquisition, Corp. ("Newco"), a wholly owned subsidiary of Lehman
Brothers Merchant Banking Partners II L.P. ("LB MBP II"); and
WHEREAS, pursuant to the Recapitalization Agreement, the Company will be
recapitalized through a merger with and into Newco, following which
substantially all of the outstanding capital stock of the Company will be held
by LB MBP II; and
WHEREAS, the Company desires to modify any prior employment agreement and
restate such agreement in a single document 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 VICE PRESIDENT,
MARKETING OF THE OCSD OF THE COMPANY AND SHALL HAVE SUCH RESPONSIBILITIES,
DUTIES AND AUTHORITY AS MAY FROM TIME TO TIME BE ASSIGNED TO EXECUTIVE BY THE
GROUP PRESIDENT (OR HIS DESIGNEE), WHICH RESPONSIBILITIES, DUTIES AND AUTHORITY
MAY BE ALTERED FROM TIME TO TIME. 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.
WITH
THE CONSENT OF THE GROUP PRESIDENT (OR HIS DESIGNEE), THE EXECUTIVE MAY SERVE AS
A DIRECTOR ON THE BOARD OF DIRECTORS OR TRUSTEES OF AN ADDITIONAL COMPANY OR
EDUCATIONAL ORGANIZATION.
(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 THE
RECAPITALIZATION AGREEMENT), 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)
THE PURPOSE OF THIS AGREEMENT IS TO AMEND ANY
PRIOR EMPLOYMENT AGREEMENT AND TO PROVIDE A SINGLE, INTEGRATED DOCUMENT WHICH
SHALL PROVIDE THE BASIS FOR EXECUTIVE'S CONTINUED EMPLOYMENT BY THE COMPANY.
THIS AGREEMENT SUPERSEDES