EXHIBIT 10 (w)
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment dated as of the 3rd day of November, 1995, by
and among BLOUNT, INC. ("Blount"), BLOUNT INTERNATIONAL, INC.
("BII") and DONALD B. ZORN ("Executive");
W I T N E S S E T H:
WHEREAS, Executive entered into an agreement with Blount,
dated September 14, 1994, providing for Executive's employment by
Blount and specifying the terms and conditions of such employment
("Employment Agreement"); and
WHEREAS, pursuant to a Plan and Agreement of Merger ("Merger
Agreement"), dated August 17, 1995, among Blount, BII and HBC
Transaction Subsidiary, Inc. ("Subsidiary"), a subsidiary of BII,
Subsidiary will be merged ("Merger") with and into Blount, and
Blount will be the survivor of the Merger; and
WHEREAS, as a result of the Merger, Blount will become a
wholly-owned subsidiary of BII and BII will become the publicly-traded
company; and
WHEREAS, the Merger Agreement provides for the continuation
of the Employment Agreement and the preservation of the relative
rights and obligations of the parties thereunder;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and in the
Employment Agreement, the parties hereby agree as follows:
1.
Each place in Section 6.3 of the Employment Agreement where
a reference to "Company" appears shall now refer to and mean BII.
Further, in each place where the Employment Agreement now refers
to a benefit plan or program, compensation arrangement or other
similar plan or program maintained by the Company, such reference
shall now include a successor or substitute plan, program or
arrangement maintained or established by BII.
2.
Section 3 of the Employment Agreement is hereby amended by
adding the following new subsection (i) to the end of the present
section:
"(i) The parties recognize that under this
Agreement as a result of a reorganization involving the
Company that became effective November 3, 1995,
Executive may perform services for the Company and
Blount International, Inc., and Executive's
compensation and benefits may be paid or provided in
part by Blount International, Inc. and in part by the
Company, but that the aggregate amount of such
compensation and benefits shall be as provided in this
Section 3. For purposes of Section 5, the amounts of
compensation and benefits Executive shall be entitled
to receive after termination shall reflect the amount
of compensation and benefits he receives in the
aggregate from Blount International, Inc. and the
Company."
3.
Section 5.3 of the Employment Agreement is hereby amended by
deleting the first paragraph of the present section and
substituting the following therefor:
"5.3 Additional Agreements Upon Termination. In the
event Executive's employment is terminated by Executive under
clause (ii) of Section 5.1, or by the Company other than under
clauses (i) through (iii) of Section 5.2 within twenty-four (24)
months following the date of a Change in Control or the death or
incapacity (as defined in the next two sentences) of Winton M.
Blount, the provisions set forth below shall apply, provided that
such provisions shall only apply in each case to the extent that
the damages payable to Executive for termination of his
employment under Sections 5.1 or 5.2 do not already provide such
benefits under the plan or program. For purposes of this
Agreement, Mr. Blount shall be considered incapacitated if he is
determined to be permanently unable to perform his duties as
Chairman of the Board of Blount International, Inc. The Board of
Blount International, Inc. shall have the authority to make the
determination whether Mr. Blount is incapacitated under this
Agreement and shall also have the authority to determine whether
Mr. Blount has ceased to be incapacitated hereunder."
4.
Section 6.2(b) of the Employment Agreement is hereby amended
by changing the designations "(A)", "(B)", and "(C)", to "(i)",
"(ii)" and "(iii)", respectively.
5.
Section 6.3 of the Employment Agreement is hereby amended by
deleting the present section in its entirety and substituting the
following therefor:
"6.3 "Change in Control" - Either
(a) the acquisition, directly or indirectly, by any
"person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) of securities of
Blount International, Inc. ("BII") representing an aggregate of
fifty percent (50%) or more of the combined voting power of BII's
then outstanding securities (excluding the acquisition by persons
who own such amount of securities on the date hereof, or
acquisitions by persons who acquire such amount through
inheritance); or
(b) Winton M. Blount (i) ceases to own at least 50.1%
of the combined voting power of the then outstanding securities
of the sole general partner of Blount Holding Company, L.P.
("Blount Partnership"), a limited partnership which holds and
owns voting securities of BII, or counsel to the Blount
Partnership is unable at any time to provide a legal opinion that
ownership of at least 50.1% of the combined voting power of the
then outstanding securities is sufficient to control the sole
general partner, or (ii) ceases to direct personally (and not
through a representative) by his ownership of the voting power of
the sole general partner of the Blount Partnership, the voting
and dispositive power of all of the shares of BII's voting
securities owned by the Blount Partnership; or
(c) Winton M. Blount personally and the Blount
Partnership in the aggregate cease to own at least 50.1% of the
combined voting power of BII's then outstanding securities; or
(d) During any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board of BII, cease for any reason to constitute at least a
majority thereof, unless the election of each new director was
approved in advance by a vote of at least a majority of the
directors then still in office who were directors at the
beginning of the period; or
(e) consummation of (i) a merger, consolidation or
other business combination of BII with any other "person" (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) or affiliate thereof, other
than a merger, consolidation or business combination which would
result in the outstanding common stock of BII immediately prior
thereto continuing to represent (either by remaining outstanding
or by being converted into common stock of the surviving entity
or a parent or affiliate thereof) at least fifty percent (50%) of
the outstanding common stock of BII (or such surviving entity or
parent or affiliate thereof) that is outstanding immediately
after such merger, consolidation or business combination, or (ii)
a plan of complete liquidation of BII or an agreement for the
sale or disposition by BII of all or substantially all of BII's
assets; or
(f) the occurrence of any other event or circumstance
which is not covered by (a) through (e) above which the Board of
BII determines affects control of BII and adopts a resolution
that such event or circumstance constitutes a Change in Control
for the purposes of this Agreement."
6.
Section 6.7 of the Employment Agreement is hereby amended by
adding the words "or incapacity (as defined in Section 5.3)"
after the word "death" in the fifth line of the present section
and by adding the words "or incapacity" after the word "death" in
each other place in Section 6.7 where a reference to the "death
of Winton M. Blount" appears.
7.
Section 9.1 of the Employment Agreement is hereby amended by
deleting the first sentence of the present section in its
entirety and substituting the following therefor:
"9.1 In addition to any obligations imposed by law upon
any successor or transferor to the Company, the Company will
require any successor or transferor to all or substantially all
of the business and/or assets of the Company (whether direct or
indirect, by purchase, merger, reorganization, liquidation,
consolidation or otherwise) to expressly assume and agree to
perform this Agreement, in the same manner and to the same extent
that the Company would be required to perform it if no such
succession had taken place."
8.
BII agrees to execute the Guarantee Agreement attached
hereto as Exhibit A, agreeing to pay and perform all of the
obligations and responsibilities of the "Company" under the
Employment Agreement.
9.
Except as hereby modified, the terms and conditions of the
Employment Agreement shall remain in full force and effect. This
Amendment shall be effective as of November 3, 1995.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.
EXECUTIVE:
/s/Donald B. Zorn_________________
DONALD B. ZORN
BLOUNT, INC.
By:/s/John M. Panettiere__________
BLOUNT INTERNATIONAL, INC.
By:/s/John M. Panettiere__________
EXHIBIT A
GUARANTEE AGREEMENT
For and in consideration of the covenants and
agreements contained in the Employment Agreement between Blount,
Inc. ("Blount") and Donald B. Zorn ("Executive"), dated September
14, 1994, and as amended on November 3, 1995 (the "Agreement"),
and in further consideration of the Executive's performance of
valuable services in the financial interests of Blount
International, Inc. (the "Company"), the Company does hereby
agree to pay and to perform all of the obligations and
responsibilities of Blount to the Executive under the Agreement,
including, without limitation, the obligation to pay or provide
the compensation and benefits under Sections 5.1, 5.2 and 5.3 of
the Agreement.
IN WITNESS WHEREOF, the Company acting under authority
of its Board of Directors has caused this Guarantee Agreement to
be executed as of this 3rd day of November, 1995.
BLOUNT INTERNATIONAL, INC.
By:/s/John M. Panettiere___________