OF THE COMPANY'S RETIREMENT, LIFE INSURANCE, MEDICAL (INCLUDING
EXEC-U-CARE), HEALTH AND ACCIDENT OR DISABILITY PLANS, THE TAKING OF ANY ACTION
BY THE COMPANY WHICH WOULD DIRECTLY OR INDIRECTLY MATERIALLY REDUCE ANY OF SUCH
BENEFITS OR DEPRIVE EXECUTIVE OF ANY MATERIAL FRINGE BENEFIT ENJOYED BY
EXECUTIVE ON THE DATE HEREOF, OR THE FAILURE BY THE COMPANY TO PROVIDE EXECUTIVE
WITH THE NUMBER OF PAID VACATION DAYS TO WHICH THE EXECUTIVE IS ENTITLED UNDER
THIS AGREEMENT, PROVIDED THAT EXECUTIVE ACKNOWLEDGES THAT THE BLOUNT RETIREMENT
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PLAN HAS BEEN FROZEN AS OF DECEMBER 31, 2006 AND THAT SUCH ACTION SHALL NOT
CONSTITUTE GOOD REASON HEREUNDER; OR
(VII)
EXCEPT WITH RESPECT TO THE PROMOTION OR HIRING OF A REPLACEMENT TO
PERFORM EXECUTIVE'S DUTIES AND RESPONSIBILITIES AND THE SELECTION OF SUCH
REPLACEMENT, AND OTHER ACTIONS OR INSTRUCTIONS RELATED TO THE TRANSITION OF
EXECUTIVE'S DUTIES AND RESPONSIBILITIES, THE ISSUANCE TO THE EXECUTIVE BY THE
BOARD OF DIRECTORS OF ANY ORDER OR INSTRUCTION REGARDING THE OPERATION OF THE
OUTDOOR PRODUCTS GROUP WHICH (A) THE EXECUTIVE, IN HIS GOOD FAITH OPINION,
CONSIDERS TO BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS AND LONG-TERM PROSPECTS OF SUCH GROUP AND (B) IS NOT MODIFIED TO THE
EXECUTIVE'S REASONABLE SATISFACTION WITHIN 30 DAYS AFTER WRITTEN NOTICE TO THE
BOARD FROM THE EXECUTIVE SETTING FORTH HIS OBJECTION TO SUCH ORDER OR
INSTRUCTION; OR
(VIII)
ANY PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT WHICH IS NOT
EFFECTED PURSUANT TO A NOTICE OF TERMINATION SATISFYING THE REQUIREMENTS OF
SECTION 7.1 (FOR PURPOSES OF THIS AGREEMENT, NO SUCH PURPORTED TERMINATION SHALL
BE EFFECTIVE).
The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.
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6.8
"PERSON" . ANY INDIVIDUAL, CORPORATION, BANK, PARTNERSHIP, JOINT
VENTURE, ASSOCIATION, JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ORGANIZATION OR
OTHER ENTITY.
6.9
"PRESENT VALUE". THE TERM "PRESENT VALUE" ON ANY PARTICULAR DATE
SHALL HAVE THE SAME MEANING AS PROVIDED IN SECTION 280G(D)(4) OF THE CODE.
7.
TERMINATION PROCEDURES.
7.1
NOTICE OF TERMINATION. DURING THE TERM OF THIS AGREEMENT, ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT (OTHER THAN BY REASON OF DEATH)
SHALL BE COMMUNICATED BY WRITTEN NOTICE OF TERMINATION FROM ONE PARTY HERETO TO
THE OTHER PARTY HERETO IN ACCORDANCE WITH SECTION 11. FOR PURPOSES OF THIS
AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE
THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED. FURTHER, A NOTICE OF TERMINATION FOR CAUSE IS REQUIRED TO INCLUDE THE
INFORMATION SET FORTH IN SECTION 6.2.
7.2
DATE OF TERMINATION. "DATE OF TERMINATION," WITH RESPECT TO ANY
PURPORTED TERMINATION OF EXECUTIVE'S EMPLOYMENT DURING THE TERM OF THIS
AGREEMENT, SHALL MEAN (I) IF