EXHIBIT 10 (x) (i)
BLOUNT, INC.
EXECUTIVE BENEFIT PLANS TRUST
THIS AGREEMENT made this 17th day of April, 1995, by
and between BLOUNT, INC., a Delaware corporation ("Company"), and
Trust Company Bank, a Georgia corporation ("Trustee");
W I T N E S S E T H
WHEREAS, the Company has adopted a number of plans
designed primarily to provide deferred compensation to its
executives (such plans are listed on Appendix A attached hereto
and are hereinafter referred to as the "Plans" or "Plan");
WHEREAS, the Company has incurred and expects to incur
substantial liabilities under the terms of the Plans with respect
to individuals participating in such Plans;
WHEREAS, the Company wishes to establish a trust (the
"Trust") and to contribute to the Trust assets that shall be held
therein, subject to the claims of the Company's creditors in the
event of the Company's Insolvency (as herein defined), for the
benefit of certain executives of the Company (as listed on
Appendix A attached hereto; hereinafter referred to as the
"Covered Participants");
WHEREAS, the Covered Participants for whose benefit
this Trust has been established are management or highly
compensated employees of the Company;
WHEREAS, it is the intention of the Company to make
contributions to the Trust from time to time to provide itself
with a source of funds to assist it in the meeting of its
liabilities under the Plans;
WHEREAS, the Company desires to provide for additional
funding of the Trust upon a Change in Control (as defined herein)
and certain other significant corporate events affecting the
Company and its business;
WHEREAS, it is the intention of the parties that this
Trust shall constitute an unfunded arrangement and shall not
affect the status of the Plans as unfunded plans maintained for
the purpose of providing deferred compensation for a select group
of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974,
as amended;
NOW, THEREFORE, the parties do hereby establish the
Trust and agree that the Trust shall be comprised, funded, held
and disposed of, as follows:
Section 1. Establishment of Trust
(a) The Company hereby deposits with the Trustee in
trust Three Million Nine hundred fifty Thousand Dollars
($3,950,000), which shall become the principal of the Trust to be
held, administered and disposed of by the Trustee as provided in
this Trust Agreement.
(b) The Trust hereby established shall be irrevocable
by the Company and, except as provided in Section 3 and Section
12, no amounts contributed to the Trust shall be returned to the
Company; provided, however, that prior to (but not after) a
Change in Control, Threatened Change in Control or Significant
Corporate Event, the Trustee may forward amounts to the Company
to cover the payment of federal and state withholding taxes that
may be due with respect to a distribution to a Participant.
(c) The Trust is intended to be a grantor trust, of
which the Company is the grantor, within the meaning of subpart
E, part I, subchapter J, chapter 1, subtitle A of the Internal
Revenue Code of 1986, as amended ("Code"), and shall be construed
accordingly.
(d) The principal of the Trust, and any earnings
thereon shall be held separate and apart from other funds of the
Company and shall be used exclusively for the uses and purposes
of Covered Participants and general creditors as herein set
forth. Covered Participants and their beneficiaries shall have
no preferred claim on, or any beneficial ownership interest in,
any specific assets of the Trust. Any rights created under the
Plans and this Trust Agreement shall be mere unsecured
contractual rights of Covered Participants and their
beneficiaries against the Company. Any assets held by the Trust
will be subject to the claims of the Company's general creditors
under federal and state law in the event of Insolvency, as
defined in Section 3(a) below.
(e) The Company may at any time, or from time to time,
make additional deposits of cash or other property in trust with
the Trustee to augment the principal to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement,
it being the intention of the Company to make regular
contributions to this Trust in an amount sufficient to pay the
accrued benefits of Covered Participants under all of the Plans
and the expenses related to the operation of the Trust. Except
as provided in subsection (f) below and in Section 8(b), neither
the Trustee, nor any Covered Participant or beneficiary, shall
have any right to compel such additional deposits.
(f) Upon a Change in Control, Threatened Change in
Control or Significant Corporate Event (all as defined in Section
13(d) below), the Company shall, within ten (10) days of the
Change in Control, Threatened Change in Control or Significant
Corporate Event, make an additional contribution to the Trust in
cash of (i) an amount such that the Trust has sufficient assets
to pay each Covered Participant (or his beneficiary) the accrued
benefits to which the Covered Participant (or his beneficiary)
would be entitled (whether payable currently or on a deferred
basis) pursuant to the terms of the Plans as of the date on which
the Change in Control, Threatened Change in Control or
Significant Corporate Event occurred, (ii) an amount sufficient
to pay each Covered Participant (or his beneficiary) the
additional accrued benefits that would be due any Covered
Participant under the Plans as a result of the provisions of any
Employment Agreement between the Covered Participant and the
Company, assuming the Covered Participant's employment was
terminated involuntarily by the Company without Cause (as defined
in the Employment Agreement) immediately following the date on
which the Change in Control, Threatened Change in Control or
Significant Corporate Event occurred and (iii) an amount
sufficient for the expenses of operating this Trust for a period
of 24 months. The amounts to be deposited pursuant to this
subsection (f) shall be determined by the Company's independent
accountants within five (5) days of the Change in Control,
Threatened Change in Control or Significant Corporate Event and
shall be made in a manner consistent with the actuarial, earnings
and other assumptions historically used to record the liabilities
under the Plans. If the Company fails to deposit the amount in
the Trust required by this subsection (f) within the ten-day
period, the Trustee shall commence legal action to compel the
Company to pay the amounts to the Trust required by this
subsection (f). The Company shall be obligated to contribute an
additional amount to the Trust to pay for the costs and expenses
(including legal fees) of such legal action within ten (10) days
of the commencement of such action. As provided in Section 5(d),
the Trustee shall have the power and authority to hire legal
counsel to pursue such action against the Company and the costs
of such legal counsel shall be paid from the Trust.
Section 2. Payments to Plan Participants and Their
Beneficiaries.
(a) (1) The Company shall, from time to time, deliver
to the Trustee a schedule (the "Payment Schedule") that indicates
the amounts payable (or that will be payable) in respect of each
Covered Participant (and his or her beneficiaries), that provides
a formula or other instructions acceptable to the Trustee for
determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and
the time of commencement for payment of such amounts. Except as
otherwise provided herein, Trustee shall make payments to the
Covered Participants and their beneficiaries in accordance with
such Payment Schedule. In any month in which the Trustee
determines that the assets of the Trust are not sufficient to
provide for the payment of all amounts otherwise payable to
Covered Participants and beneficiaries in such month under a Plan
or Plans, the amount otherwise payable to each such Covered
Participant or beneficiary under such Plan or Plans during such
month shall be multiplied by a fraction, the numerator of which
is the amount of funds then available for the payment of benefits
under such Plan or Plans and the denominator of which is the
total of the benefits payable prior to such payment during such
month to all Covered Participants and beneficiaries under such
Plan or Plans. Prior to a Change in Control, Threatened Change
in Control or Significant Corporate Event, the Company shall be
responsible for notifying the Trustee of the federal and state
withholding taxes applicable to a distribution to a Participant
(and issuing a tax information return) and the Trustee will
forward such amount to the Company for payment to the appropriate
tax authority; upon a Change in Control, Threatened Change in
Control or Significant Corporate Event, the Trustee shall make
provision for the reporting and withholding of any federal, state
or local taxes that may be required to be withheld with respect
to the payment of benefits pursuant to the terms of the Plans and
shall pay amounts withheld to the appropriate taxing authorities
(or determine that such amounts have been reported, withheld and
paid by the Company).
(2) The Covered Participants in the Plans for
whose benefit this Trust is established are listed on Appendix A;
other participants in the Plans shall not be covered by this
Trust and shall not be entitled to any benefits hereunder. Prior
to a Change in Control, Threatened Change in Control or
Significant Corporate Event, the Company may add deferred
compensation plans and participants to Appendix A by notifying
the Trustee in writing of such addition.
(b) Except as provided in subsection (d) below, the
entitlement of a Covered Participant or his or her beneficiaries
to benefits under a Plan shall be determined by the Company or
such party as it shall designate under the Plan, and any claim
for such benefits shall be considered and reviewed under the
procedures set out in the Plan.
(c) The Company may make payment of benefits directly
to Covered Participants or their beneficiaries as they become due
under the terms of a Plan. The Company shall notify the Trustee
of its decision to make payment of benefits directly prior to the
time amounts are payable to Covered Participants or their
beneficiaries. In addition, if the principal of the Trust, and
any earnings thereon, are not sufficient to make payments of
benefits in accordance with the terms of the Plan, the Company
shall make the balance of each such payment as it falls due. The
Trustee shall notify the Company where principal and earnings are
not sufficient to make Plan payments to Covered Participants.
(d) After the occurrence of a Change in Control,
Threatened Change in Control or Significant Corporate Event:
(1) The Trustee shall, without direction from the
Company, to the extent funds are available in the Trust for such
purpose, make payments to Covered Participants and beneficiaries
in such manner and in such amounts as the Trustee shall determine
they are entitled to be paid under the Plans based on the most
recent Covered Participant data furnished to the Trustee by the
Company and any supplemental information furnished to the Trustee
by a Covered Participant or beneficiary upon which the Trustee
may reasonably rely in making such determination. The Trustee
shall have the power to interpret the provisions of the Plans and
this Agreement in making its determination.
(2) The Company shall within thirty (30) days
furnish the Trustee with such data relating to Covered
Participants as may be necessary for the Trustee to calculate the
Covered Participants' benefits under the Plans and shall, from
time to time but not less frequently than annually, update such
data for all Plans. The Company shall also provide the Trustee
with such other information relating to Covered Participants'
benefits as the Trustee may request within thirty (30) days of
such request.
(3) As provided in Section 5(d), the Trustee
shall have the authority and power to retain actuaries,
consultants and other agents (who may but need not be the persons
providing such services to the Company with respect to the Plans)
to assist it in calculating the amount of payments that are due
to Participants.
Section 3. Trustee Responsibility Regarding Payments
to Covered Participants When Company Is Insolvent.
(a) The Trustee shall cease payment of benefits to
Covered Participants and their beneficiaries if the Company is
Insolvent. The Company shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) the Company is unable to
pay its debts as they become due, or (ii) the Company is subject
to a pending proceeding as a debtor under the United States
Bankruptcy Code.
(b) At all times during the continuance of this Trust,
as provided in Section 1(d) hereof, the principal and income of
the Trust shall be subject to claims of general creditors of the
Company under federal and state law as set forth below.
(1) The Chief Executive Officer of the Company (or
his designee) shall have the duty to inform the Trustee in
writing of the Company's Insolvency. If a person claiming to be
a creditor of the Company alleges in writing to the Trustee that
the Company has become Insolvent, the Trustee shall determine
whether the Company is Insolvent and, pending such determination,
the Trustee shall discontinue payment of benefits to Covered
Participants or their beneficiaries.
(2) Unless the Trustee has actual knowledge of
the Company's Insolvency, or has received notice from the Company
or a person claiming to be a creditor alleging that the Company
is Insolvent, the Trustee shall have no duty to inquire whether
the Company is Insolvent. The Trustee may in all events rely on
such evidence concerning the Company's solvency as may be
furnished to the Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning the
Company's solvency.
(3) If at any time the Trustee has determined that
the Company is Insolvent, the Trustee shall discontinue payments
to Covered Participants (or their beneficiaries) and shall hold
the assets of the Trust for the benefit of the Company's general
creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Covered Participants or their
beneficiaries to pursue their rights as general creditors of the
Company with respect to benefits due under the Plans or
otherwise.
(4) The Trustee shall resume the payment of
benefits to Covered Participants or their beneficiaries in
accordance with Section 2 of this Trust Agreement only after the
Trustee has determined that the Company is not Insolvent (or is
no longer Insolvent).
(c) Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Covered
Participants or their beneficiaries under the terms of the Plans
for the period of such discontinuance, less the aggregate amount
of any payments made to Covered Participants or their
beneficiaries by the Company in lieu of the payments provided for
hereunder during any such period of discontinuance.
Section 4. Payments to the Company.
Except as provided in Section 3 hereof, after the Trust
has become irrevocable, the Company shall have no right or power
to direct the Trustee to return to the Company or to divert to
others any of the Trust assets before all payment[s] of benefits
have been made to Covered Participants and their beneficiaries
pursuant to the terms of the Plans.
Section 5. Investment Authority.
(a) In no event may the Trustee invest in securities
(including stock or rights to acquire stock) or obligations
issued by the Company, other than a de minimis amount held in
common investment vehicles in which the Trustee invests. All
rights associated with assets of the Trust shall be exercised by
the Trustee or the person designated by Trustee, and shall in no
event be exercisable by or rest with Covered Participants,
provided, that the Trustee may consider for the affected account
in the Trust any deemed investment elections made by Participants
pursuant to a Plan which provides for such elections.
(b) Prior to a Change in Control, Threatened Change in
Control or Significant Corporate Event, the Trust's assets shall
be held, invested and reinvested by the Trustee in accordance
with written investment guidelines provided by the Company from
time to time. The Trustee shall not be under any duty to
question any such guidelines of the Company or to review any
securities or other property held pursuant to such guidelines, or
to make any suggestions to the Company in connection therewith;
and the Trustee shall as promptly as practicable comply with any
investment guidelines given by the Company hereunder. The
Trustee shall not be liable for following the investment
guidelines of the Company prior to a Change in Control,
Threatened Change in Control or Significant Corporate Event, if
there is a loss due to investments made in accordance with the
guidelines of the Company.
In the absence of written investment guidelines
provided by the Company, the Trustee shall invest the assets in
its discretion as provided in subsection (c).
(c) After the occurrence of a Change in Control,
Threatened Change in Control or Significant Corporate Event, the
Trustee shall have exclusive authority and discretion to manage
and control the Trust's assets and may employ investment
managers, including affiliates of the Trustee, to manage the
investment of the Trust's assets. Pursuant to such authority and
discretion, the Trustee shall invest and reinvest the principal
and income of the Trust and keep the Trust invested, without
distinction between principal and income, in such property, real
or personal, wherever situated, as it shall deem advisable and in
the interest of the Trust and the Covered Participants,
regardless of any limitations under state law on the investment
of trust funds. Without limiting the generality of the
foregoing, the funds of the Trust may be invested in stock, trust
shares, mutual fund shares, insurance or annuity contracts, bonds
and mortgages, and other evidences of indebtedness or ownership,
and in any deposits with the Trustee (if the Trustee is a bank),
"deposits" meaning any account, temporary or otherwise, upon
which a reasonable rate of interest is paid, including but not
limited to a certificate of deposit issued by said bank (except
as any such investment may be limited hereunder or under the
provisions of ERISA), including without limitation investments in
any common trust fund maintained by the Trustee or in any
qualified commingled trust maintained by the Trustee.
The Trustee may cause any investment held by the
Trustee to be registered in or transferred into its name as
Trustee or into the name of such nominee as it may appoint, or it
may retain the same unregistered and in such form as shall permit
transferability, but the books and records of the Trust shall at
all times show that all such investments are part of the Trust.
(d) The Trustee shall have the following powers and
authority in the administration and investment of the Trust, to
be exercised without being required to make or to file any
inventory or appraisal with, nor to give any bond or be a surety
thereon to, any officer, court or tribunal, and in accordance
with and subject to the provisions of this Trust Agreement:
(1) Purchase of Property - To purchase, or subscribe
for, any property, real and personal, and to retain the same in
trust.
(2) Sale, Exchange, Conveyance and Transfer of
Property - To sell, exchange, convey, transfer, or otherwise
dispose of property held by it, by public or private sale without
notice, advertisement or court order. No person dealing with the
Trustee shall be bound to see to the application of the purchase
money or to inquire into the validity, expediency, or propriety
of any such sale or other disposition.
(3) Borrowing - To borrow or raise money for the
purpose of the Trust in such amount, and upon such terms and
conditions as the Trustee shall deem advisable, and, for any
funds so borrowed, to issue its promissory note as Trustee and to
secure the repayment thereof by pledging all, or any part, of the
Trust. No person lending money to the Trustee shall be bound to
see to the application of the money lent or to inquire into the
validity, expediency or propriety of any such borrowing.
(4) Retention of Cash - To keep such portion of the
Trust in cash or cash balances as the Trustee, from time to time,
may deem to be in the best interests of the Trust created hereby
without liability for interest thereon.
(5) Retention of Property Acquired - To accept and
retain for such time as it may deem advisable any property
received or acquired by it as Trustee hereunder, whether or not
such property would normally be purchased as investments
hereunder.
(6) Execution of Instruments - To make, execute,
acknowledge, and deliver any and all documents of transfer and
conveyance and any and all other instruments that may be
necessary or appropriate to carry out the powers herein granted.
(7) Settlement of Claims and Debts - To settle,
compromise, or submit to arbitration any claims, debts, or
damages due or owing to or from the Trust, to commence or defend
suits or legal or administrative proceedings, and to represent
the Trust in all suits and legal and administrative proceedings.
(8) Employment of Agents and Legal Counsel - To employ
suitable agents and legal counsel, and to pay their reasonable
expenses and compensation, and the Trustee shall be fully
protected in relying upon the advice of such counsel.
(9) Power to Do Any Necessary Act - To do all acts,
take all such proceedings, and exercise all such rights and
privileges, although not specifically mentioned herein, as the
Trustee may deem necessary to administer the Trust Fund and to
carry out the purposes of this Trust.
Section 6. Disposition of Income.
During the term of this Trust, all income received
by the Trust, net of expenses and taxes, shall be accumulated and
reinvested.
Section 7. Accounting by the Trustee.
(a) The Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements, and all
other transactions required to be made, including such specific
records as shall be agreed upon in writing between the Company
and the Trustee. Within sixty (60) days following the close of
each fiscal year of the Company (which is currently the last day
of February and shall also be the trust year of the Trust) and
within sixty (60) days after the removal or resignation of the
Trustee, the Trustee shall deliver to Company a written account
of its administration of the Trust during such year or during the
period from the close of the last preceding year to the date of
such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it,
including a description of all securities and investments
purchased and sold with the cost or net proceeds of such
purchases or sales (accrued interest paid or receivable being
shown separately), and showing all cash, securities and other
property held in the Trust at the end of such year or as of the
date of such removal or resignation, as the case may be.
(b) The amounts contributed to the Trust by the
Company shall be credited to separate accounts established by the
Trustee with respect to each of the Plans. The Trustee may also
establish separate subaccounts for each Covered Participant to
reflect his benefits under the Plans and such other subaccounts
as may be necessary for the proper operation of the Trust. The
Trustee, for investment purposes only, may commingle all trust
assets and treat them as a single fund, but the records of the
Trustee shall at all times show the percentages of the Trust Fund
allocable to the separate Plan accounts.
Section 8. Responsibility of the Trustee.
(a) The Trustee shall act with the care, skill,
prudence and diligence under the circumstances then prevailing
that a prudent person acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that the Trustee
shall incur no liability to any person for any action taken
pursuant to a direction, request or approval given by the Company
which is contemplated by, and in conformity with, the terms of a
Plan or this Trust and is given in writing by the Company.
(b) If the Trustee undertakes or defends any
litigation arising in connection with this Trust, the Company
agrees to indemnify the Trustee against the Trustee's costs,
expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and the Company
agrees to be primarily liable for such payments. If the Company
does not directly pay such costs, expenses and liabilities in a
reasonably timely manner, the Company agrees to immediately
deposit in the Trust an amount sufficient to pay such costs,
expenses and liabilities.
(c) The Trustee may consult with legal counsel (who
may also be counsel for Company generally) with respect to any of
its duties or obligations hereunder.
(d) The Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants, or other
professionals to assist it in performing any of its duties or
obligations hereunder.
(e) The Trustee shall have, without exclusion, all
powers conferred on Trustees by applicable law, including all
fiduciary powers enumerated in Official Code of Georgia Annotated
Section 53-12-232, which are incorporated herein by reference,
unless expressly provided otherwise herein, provided, however,
that if an insurance policy is held as an asset of the Trust, the
Trustee shall have no power to name a beneficiary of the policy
other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a
successor Trustee, or to loan to any person the proceeds of any
borrowing against such policy.
(f) Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have any power that could give this Trust the
objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to
the Code.
Section 9. Compensation and Expenses of Trustee.
The Company shall pay all administrative expenses of
the Trust and the Trustee's fees and expenses and agrees to
deposit in the Trust not less often than annually an amount
sufficient to pay such fees and expenses. If not so paid, the
fees and expenses shall be paid from the Trust.
Section 10. Resignation and Removal of the Trustee.
(a) The Trustee may resign at any time by written
notice to the Company, which shall be effective thirty (30) days
after receipt of such notice unless the Company and the Trustee
agree otherwise.
(b) Prior to the occurrence of a Change in Control,
Threatened Change in Control or Significant Corporate Event, the
Trustee may be removed by the Company on thirty (30) days notice
or upon shorter notice accepted by the Trustee. Upon the
occurrence of a Change in Control, Threatened Change in Control
or Significant Corporate Event, the Trustee may not be removed by
the Company for a period of twenty-four (24) months.
(c) Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently
be transferred to the successor Trustee. The transfer shall be
completed within sixty (60) days after appointment of the
successor Trustee, unless the Company extends the time limit.
(d) If the Trustee resigns or is removed, a successor
shall be appointed, in accordance with Section 11 hereof, by the
effective date of resignation or removal under paragraph(s) (a)
or (b) of this section. If no such appointment has been made for
a resignation or removal that occurs prior to a Change in
Control, Threatened Change in Control or Significant Corporate
Event, the Trustee may apply to a court of competent jurisdiction
for appointment of a successor or for instructions. All expenses
of the Trustee in connection with the proceeding shall be allowed
as administrative expenses of the Trust and the Company agrees to
pay such expenses directly.
Section 11. Appointment of Successor.
(a) If the Trustee resigns or is removed in accordance
with Section 10(a) or (b) hereof prior to a Change in Control,
Threatened Change in Control or Significant Corporate Event, the
Company may appoint any third party, such as a bank trust
department or other party that may be granted corporate trustee
powers under state law, as a successor to replace the Trustee
upon resignation or removal. If the Trustee resigns after (or is
removed more than 24 months after) a Change in Control,
Threatened Change in Control or Significant Corporate Event, the
Trustee shall as soon as possible apply to a court of competent
jurisdiction for the appointment of a successor Trustee. The
appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or
reasonably requested by the Company or the successor Trustee to
evidence the transfer.
(b) The successor Trustee need not examine the records
and acts of any prior Trustee and may retain or dispose of
existing Trust assets, subject to Sections 5, 7 and 8 hereof.
The successor Trustee shall not be responsible for and the
Company shall indemnify and defend the successor Trustee from any
claim or liability resulting from any action or inaction of any
prior Trustee or from any other past event, or any condition
existing at the time it becomes successor Trustee.
Section 12. Amendment or Termination.
(a) Prior to a Change in Control, Threatened Change in
Control or Significant Corporate Event, this Trust Agreement may
be amended by a written instrument executed by the Trustee and
the Company, provided that no such amendment shall adversely
affect the rights of Covered Participants under this Trust, and
no such amendment shall conflict with the terms of the Plans or
shall make the Trust revocable after it has become irrevocable.
Upon the occurrence of a Change in Control, Threatened Change in
Control or Significant Corporate Event, this Trust may only be
amended if all Covered Participants (and beneficiaries who have
become entitled to payments under a Plan) consent in writing to
such amendment.
(b) Except as provided in (c) below, the Company shall
not have the right to terminate this Trust until the date on
which Covered Participants and their beneficiaries are no longer
entitled to benefits pursuant to the terms of the Plans. Upon
termination of the Trust after all such liabilities have been
satisfied, any assets remaining in the Trust shall be returned to
Company.
(c) Upon written approval of all Covered Participants
(and beneficiaries who have become entitled to payment of
benefits under the Plans), the Company may terminate this Trust
prior to the time all benefit payments have been made. Upon any
such termination, the assets of the Trust shall be distributed in
the manner approved by all Covered Participants (and
beneficiaries receiving benefits).
Section 13. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited
by law shall be ineffective to the extent of any such
prohibition, without invalidating the remaining provisions
hereof.
(b) Benefits payable to Covered Participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.
(c) The Company shall deliver to the Trustee copies of
the Plans as in effect on the date of this Agreement and shall
deliver to the Trustee as soon as practical any modifications or
amendments to the Plans.
(d) For purposes of this Trust, the following
definitions shall apply:
(1) "Change in Control" - Either
(i) 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) within any twelve (12) month period of
securities of the Company representing an aggregate of
fifty percent (50%) or more of the combined voting
power of the Company'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), provided, however, that the threshold
percentage in this subparagraph (i) shall be
automatically reduced to an aggregate of twenty-five
percent (25%) or more of the combined voting power of
the Company's then outstanding securities at such time
that either of the following events occurs:
(A) Winton M. Blount's ownership of the combined voting
power of HBC, Incorporated's then outstanding
securities is less than 50.1%, or (B) HBC,
Incorporated's ownership of the combined voting power
of the Company's then outstanding securities is less
than 50.1%.; or
(ii) Winton M. Blount's ownership of the combined
voting power of HBC, Incorporated's then outstanding
securities is less than 50.1%; or
(iii) during any period of two consecutive years,
individuals who at the beginning of such period
constitute the Board, 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
(iv) consummation of (A) a merger, consolidation or
other business combination of the Company 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 the Company
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 the Company or such
surviving entity or parent or affiliate thereof
outstanding immediately after such merger,
consolidation or business combination, or (B) a plan of
complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all of the Company's assets; or
(v) the occurrence of any other event or circumstance
which is not covered by (i) through (iv) above which
the Board determines affects control of the Company and
adopts a resolution that such event or circumstance
constitutes a Change in Control for the purposes of
this Agreement.
(2) "Threatened Change in Control" - Any pending
tender offer for any class of the Company's outstanding shares of
Common Stock, or any pending bona fide offer to acquire the
Company by merger or consolidation, or any other pending action
or plan to effect, or which would lead to, a Change in Control of
the Company. A Threatened Change in Control shall commence on
the first day the actions described in the preceding sentence
become manifest and shall end when such actions are abandoned or
the Change in Control occurs.
(3) "Significant Corporate Event" - The death of
Winton M. Blount or the sale, transfer or other disposition by
the Company of the business, assets or stock of a subsidiary or
division of the Company that: (i) constituted 25% or more of the
Company's net dollar sales; or (ii) represented 25% or more of
the Company's assets. For purposes of this determination, the
net dollar sales percentage test shall be measured by the sales
represented by the assets, division or subsidiary sold from the
first day of the current fiscal year through the day immediately
preceding the date of sale divided by the gross dollar sales of
the Company. For purposes of this determination, the percentage
of assets sold shall be calculated as the assets being sold
divided by the Company's total assets immediately prior to such
sale. The determination of a Significant Corporate Event shall
be made by the Company's independent accountants based upon
information relating to the transactions provided by the Company.
(e) All interest, earnings and gains on the
investments of the Trust shall be considered interest, earnings
or gains of the Company and shall be taxable to the Company. The
Company agrees to pay directly all taxes resulting from the
interest, earnings or gains of the Trust.
(f) This Trust Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia
except where federal law applies.
Section 14. Effective Date.
The effective date of this Trust Agreement shall be
April 17, 1995.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized corporate
officers and its corporate seal to be hereunto affixed, and the
Trustee has executed same and thereby accepted the trust as of
the date first above written.
(CORPORATE SEAL) COMPANY:
Attest:/s/D.J. McInnes BLOUNT, INC.
By:/s/John M. Panettiere
(CORPORATE SEAL) TRUSTEE: TRUST COMPANY BANK
Attest:/s/David L. Harrison By:/s/Patrick A. Paprelli
APPENDIX A
TO
BLOUNT, INC.
EXECUTIVE BENEFIT PLANS TRUST
The following Company plans, agreements and
arrangements ("Plans") as they apply to the named executives
("Covered Participants") are covered by, and subject to, this
Trust:
1. Blount Inc. and Subsidiaries Supplemental
Retirement Benefit Plan
(i) Winton M. Blount
(ii) John M. Panettiere
(iii) D. Joseph McInnes
(iv) Frank McFadden
(v) Harold E. Layman
(vi) Donald B. Zorn
(vii) James S. Osterman
2. Supplemental Executive Retirement Plan for John M.
Panettiere
3. Supplemental Executive Retirement Plan for Winton
M. Blount
4. Supplemental Retirement Plan for Frank McFadden.
5. Supplemental Executive Retirement Plan for Donald
B. Zorn.
6. Executive Benefit Life Insurance and Supplemental
Retirement Plan for ("Keyman Insurance Plan")
(i) Winton M. Blount
(ii) D. Joseph McInnes
(iii) Frank H. McFadden
(iv) Winton M. Blount, III
7. Blount, Inc. and Subsidiaries Supplemental
Retirement Savings Plan
(i) Winton M. Blount
(ii) Frank H. McFadden
(iii) John M. Panettiere
(iv) D. Joseph McInnes
(v) James S. Osterman
(vi) Donald B. Zorn
(vii) Harold E. Layman
8. Blount, Inc. Supplemental Retirement and
Disability Plan For Corporate Office Employees
(i) Winton M. Blount
(ii) John M. Panettiere
(iii) D. Joseph McInnes
(iv) Harold E. Layman
Dated: April 17, 1995