Exhibit 10.1
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the 17th day
of October 2007, by and between BLOUNT INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and JAMES S. OSTERMAN ("Executive").
W I T N E S S E T H:
WHEREAS, the terms and conditions of Executive's employment by the Company are
currently provided for in an Amended and Restated Employment Agreement, which
generally became effective as of January 1, 2006 (such Agreement is hereinafter
referred to as the "Prior Employment Agreement"); 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,
effective January 1, 2008, to reflect Executive's new 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 OVERALL FINANCIAL PERFORMANCE AND 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 ON JANUARY 1, 2008 ("EFFECTIVE
DATE"), AT WHICH TIME THE PRIOR EMPLOYMENT AGREEMENT SHALL CEASE TO BE IN
EFFECT. THIS AGREEMENT SHALL TERMINATE AS HEREINAFTER PROVIDED. PRIOR TO THE
EFFECTIVE DATE, THE TERMS AND CONDITIONS OF THE PRIOR EMPLOYMENT AGREEMENT SHALL
GOVERN EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
2.
EMPLOYMENT AND TERM; CONSULTING AGREEMENT.
(A)
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE COMPANY
HEREBY EMPLOYS EXECUTIVE AND EXECUTIVE HEREBY ACCEPTS EMPLOYMENT AS CHAIRMAN OF
THE BOARD AND CHIEF EXECUTIVE OFFICER OF THE COMPANY AND SHALL HAVE SUCH
RESPONSIBILITIES, DUTIES AND AUTHORITY THAT ARE CONSISTENT WITH SUCH POSITIONS
AS MAY BE FROM TIME TO TIME ASSIGNED TO EXECUTIVE BY THE BOARD OF DIRECTORS.
EXECUTIVE SHALL CONTINUE TO SERVE AS A DIRECTOR OF THE COMPANY AND THE COMPANY
AGREES TO CONTINUE TO NOMINATE EXECUTIVE FOR ELECTION AS CHAIRMAN OF THE BOARD
AND AS A DIRECTOR DURING THE TERM OF THIS AGREEMENT. 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 JANUARY 3, 2010 (THE "TERM"), UNLESS
2
THE TERM IS EXTENDED IN ACCORDANCE WITH SUBSECTION (C) BELOW (IN WHICH CASE SUCH
EXTENDED PERIOD SHALL CONSTITUTE THE TERM).
(C)
NOT LESS THAN