Exhibit 10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of
the 14th
day of July, 2008, by and between BLOUNT INTERNATIONAL, INC., a
Delaware corporation (the "Company"), and RICHARD H. IRVING, III ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive entered into an Employment Agreement, which
Agreement became effective on August 19, 1999, and which Agreement has
previously been amended by Amendment Nos. 1 and 2 (such Agreement as so amended
is hereinafter referred to as the "Prior Employment Agreement"), providing for
Executive's employment by the Company and specifying the terms and conditions of
such employment; and
WHEREAS, the parties now desire to amend the Prior Employment Agreement in a
number of respects and to restate such agreement as hereinafter provided to
reflect Executive's current employment arrangements with the Company; 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.
PURPOSE AND EFFECTIVE DATE.
(A)
THE PURPOSE OF THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT IS
TO AMEND THE PRIOR EMPLOYMENT AGREEMENT, TO RECOGNIZE EXECUTIVE'S
SIGNIFICANT CONTRIBUTIONS TO THE SUCCESS OF THE COMPANY, AND TO PROVIDE A
SINGLE, INTEGRATED DOCUMENT WHICH SHALL PROVIDE THE BASIS FOR EXECUTIVE'S
CONTINUED EMPLOYMENT BY THE COMPANY.
(B)
THIS AGREEMENT SHALL BE EFFECTIVE AS OF JULY 14, 2008 ("EFFECTIVE
DATE") AND THIS AGREEMENT SHALL TERMINATE AS HEREINAFTER PROVIDED.
2.
EMPLOYMENT AND TERM.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY
HEREBY EMPLOYS EXECUTIVE AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT AS SENIOR VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY OF THE COMPANY AND SHALL HAVE SUCH
RESPONSIBILITIES, DUTIES AND AUTHORITY THAT ARE CONSISTENT WITH SUCH POSITION AS
MAY BE FROM TIME TO TIME ASSIGNED TO EXECUTIVE BY 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.
WITH THE
CONSENT OF THE BOARD OF DIRECTORS, 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 AMENDED AND RESTATED EMPLOYMENT AGREEMENT SHALL COMMENCE
ON THE EFFECTIVE DATE AND SHALL END ON AUGUST 7, 2010 (THE "TERM"), UNLESS THE
PARTIES OTHERWISE AGREE TO AN EXTENSION IN WRITING (IN WHICH CASE SUCH EXTENDED
PERIOD SHALL CONSTITUTE THE TERM).
IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY
THE COMPANY OR IF EXECUTIVE TERMINATES HIS EMPLOYMENT PRIOR TO AUGUST 7, 2010,
HIS RIGHTS WILL BE DETERMINED IN ACCORDANCE WITH SECTION 5 OF THIS AGREEMENT.
2
3.
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 (E)