EXHIBIT 10 (v)
BLOUNT, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR DONALD B. ZORN
1. Purpose - The purpose of this Supplemental Executive
Retirement Plan (SERP) is to provide Donald B. Zorn with a
retirement benefit payable as a supplement to his vested
benefit under The Blount Retirement Plan.
2. Definitions
a. Blount Plan is The Blount Retirement Plan, as in effect
on January 19, 1994, including any future amendments or
restatements adopted and effective while Donald B. Zorn
is an employee of Blount, Inc.
b. Disability shall mean periods of time during which
(i) Donald B. Zorn is totally and permanent disabled,
and
(ii) Donald B. Zorn is receiving Social Security
disability benefits.
c. Effective Date of this SERP is January 19, 1994.
d. Excess Benefit Plan is the Blount, Inc. and
Subsidiaries Supplemental Retirement Benefit Plan, as
in effect on January 19, 1994, including any future
amendments or restatements adopted and effective while
Donald B. Zorn is an employee of Blount, Inc.
e. Internal Revenue Code shall mean the Internal Revenue
Code of 1986, as amended and in effect at Donald B.
Zorn's Termination Date.
f. Normal Retirement Date is May 24, 2001.
g. SERP is this Supplemental Executive Retirement Plan
sponsored by Blount, Inc. for Donald B. Zorn.
h. Termination Date is the date on which the employment
relationship between Donald B. Zorn and Blount, Inc.
(including any affiliated company as defined in the
Blount Plan) ceases.
3. Years of Benefit Service shall mean the years of benefit
service granted to Donald B. Zorn under this SERP and the
years of "Benefit Service" (as that term is defined in the
Blount Plan) granted to Donald B. Zorn under the Blount
Plan. Years of Benefit Service shall be determined in
accordance with the following schedule:
Years of Benefit Years of Benefit Total Years
Service under the Service under of Benefit
Age Blount Plan the SERP Service
58 1 + 1 = 2
59 2 + 2 = 4
60 3 + 3 = 6
61 4 + 4 = 8
62 5 + 5 = 10
63 6 + 6 = 12
64 7 + 7 = 14
65 8 + 8 = 16
Years of Benefit Service under the SERP shall continue
to accrue during any period of Disability provided that
Years of Benefit Service continue to accrue under the Blount
Plan.
4. Vested Retirement Benefits payable under this SERP shall
equal (a) less (b) where:
(a) is the monthly retirement income that would be
payable to Donald B. Zorn under the provisions of
the Blount Plan, assuming
(i) that in determining the fraction for purposes
of Section 6.1(a)(i) of the Blount Plan, the
numerator shall be his total Years of Benefit
Service determined in accordance with paragraph 3
at his age when his employment terminates and the
denominator of which is 16;
(ii) that for purposes of Section 6.1(a)(ii)(A) and
(B) of the Blount Plan, the Years of Benefit
Service he would accrue if he continued to
accrue Benefit Service to his Normal
Retirement Date would be 25;
(iii) that the Blount Plan does not contain the
$200,000 limitation on compensation imposed by
Section 401(a)(17) of the Internal Revenue
Code or the limitation on benefits imposed by
Section 415 of the Internal Revenue Code;
and
(b) is the sum of (i), (ii), and (iii), where
(i) is the monthly retirement income actually
payable to Donald B. Zorn under the Blount
Plan;
(ii) is the monthly retirement income actually
payable to Donald B. Zorn under the Excess
Benefit Plan; and
(iii) is the monthly retirement income actually paid
to Donald B. Zorn under any pension plan
maintained by a former employer of Donald B.
Zorn.
Vested retirement benefits are payable on or after Donald B.
Zorn's Termination Date provided he has obtained a fully
vested interest under the Blount Plan. No benefits shall be
payable under this SERP until Donald B. Zorn has obtained a
fully vested interest under the Blount Plan. No benefits
are payable during continued employment. The above benefit
is on a life annuity basis. If an optional form of benefit
is desired, the benefit above will be adjusted by the
actuarial factors used by the Blount Plan. In determining
benefits under this paragraph, amounts described in paragraphs
(b)(i), (b)(ii) and (b)(iii) above that are paid in a form other
than a straight life annuity shall be valued as a straight life
annuity using the actuarial factors used by the Blount Plan.
5. Donald B. Zorn shall receive the following benefits as
defined in the Blount Plan, which benefits shall be
calculated on the basis of the benefit formula set forth in
paragraph 4 above:
a. Benefits due to the pre-retirement death of Donald B.
Zorn;
b. Normal and optional forms of payment under the Blount
Plan provided that the form of payment under this
SERP shall be the same as the form of payment elected
by Donald B. Zorn under the Blount Plan;
c. If Donald B. Zorn elects for payment of his vested
retirement benefits to commence prior to his Normal
Retirement Date but after 10 Years of Benefit Service
as determined under paragraph 3, his vested
retirement benefits will be reduced by .3% for each
full month by which the date his benefits begin
precedes his Normal Retirement Date.
6. Non-Alienation of Benefits - To the maximum extent permitted
by law, no benefit under this SERP shall be assignable or
subject in any manner to alienation, sale, transfer, claims
of creditors, pledge, attachment or encumbrances of any
kind.
7. Administration - The Board of Directors of Blount, Inc. or
at its discretion, the Compensation Committee of the Board
of Directors, shall administer, construe, and interpret this
Plan. No member of the Board of Directors or the Committee,
as the case may be, shall be liable for any act done or
determination made in good faith. The construction and
interpretation by the Board of Directors or the Committee of
any provision of this Plan shall be final and conclusive.
The Board of Directors or the Committee may, in its
discretion, delegate its duties to an officer or employee or
committee composed of officers or employees of Blount, Inc.
8. Amendment or Termination - The Board of Directors and Donald
B. Zorn may amend this SERP from time to time in any respect
with the consent of the other party. This Plan may not be
terminated without the consent of Blount, Inc. through its
Board of Directors or its designated Committee or officer
and Donald B. Zorn.
9. Construction of the Plan - This SERP is unfunded. This SERP
shall be so construed that it will be maintained primarily
for the purpose of providing certain retirement and death
benefits for Donald B. Zorn.
This SERP and the rights and obligations of the parties
thereunder, shall be construed in accordance with the laws
of the State of Alabama.
10. Forfeiture of Benefits - At the discretion of the Board of
Directors and after a timely written notice to Donald B.
Zorn (or his spouse or other beneficiary if Donald B. Zorn
has no right or power to change such beneficiary, whether by
reason of his death or otherwise), rights to receive any
benefits under this SERP may be forfeited, suspended,
reduced or terminated by the Board of Directors if it determines
in good faith that good cause for the forfeiture,
suspension, reduction or termination has been shown. For
purposes of this Section 10, good cause shall mean (1)
Donald B. Zorn's engaging in competition with Blount, Inc.
without appropriate prior authorization from the Board of
Directors, (2) any material breach or violation of Donald B.
Zorn's duties as an employee including but not limited to
violation of any ethics or business conduct policies adopted
by the Board of Directors, or (3) any material misconduct,
including misconduct in the performance of duties which is
manifestly injurious to Blount, Inc. Written notice under
this Section 10 shall be timely if sent to Donald B. Zorn's
last known address within 12 months after the Board of Directors
discovers the existence of facts which could give rise to a loss
of benefits; provided, however, that said notice, to be effective,
must be sent to Donald B. Zorn within 18 months following his
termination of employment with Blount, Inc.
11. Denied Claims
a. If any application for payment of a benefit under
the SERP shall be denied, Blount, Inc. shall:
(i) Notify Donald B. Zorn within a reasonable time
of such denial setting forth the specific
reasons therefor; and
(ii) Afford Donald B. Zorn a reasonable opportunity
for a full and fair review of the decision
denying the claim.
b. Notice of such denial shall set forth, in addition
to the specific reasons for the denial, the
following:
(i) Reference to pertinent provisions of the SERP;
(ii) Such additional information as may be relevant
to denial of claim;
(iii) An explanation of the claims review procedure;
(iv) Advice that Donald B. Zorn may request the
opportunity to review pertinent plan
documents and submit a statement of issues
and comments.
c. Within 60 days following advice of denial of his
claim, upon request made by Donald B. Zorn for a
review of such denial, Blount, Inc. shall take
appropriate steps to review its decision in light of
any further information or comments submitted by
Donald B. Zorn. Blount, Inc. shall be empowered to
hold a hearing at which Donald B. Zorn shall be
entitled to present the basis of his claim for
review and at which he may be represented by counsel.
d. Blount, Inc. shall render a decision within 60 days
after Donald B. Zorn's request for review (which may
be extended to 120 days if circumstances so require)
and shall advice Donald B. Zorn in writing of its
decision on such review, specifying its reasons and
identifying appropriate provisions of the Plan.
Signed and agreed to this 14th day of September, 1994.
BLOUNT, INC.
By:
Its:
Donald B. Zorn