EXHIBIT 10 (w)
AMENDMENT TO
AND ASSUMPTION OF
EMPLOYMENT AGREEMENT
This Amendment and Assumption Agreement dated as of the 3rd
day of November, 1995, by and among BLOUNT, INC. ("Blount"),
BLOUNT INTERNATIONAL, INC. ("BII") and JOHN M. PANETTIERE
("Executive");
W I T N E S S E T H:
WHEREAS, Executive entered into an agreement with Blount,
dated July 28, 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, Executive will assume significant duties and
responsibilities for BII; 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.
BII hereby agrees to assume all of the obligations,
responsibilities and liabilities of the "Company" under the
Employment Agreement and each place in 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 Blount, such
reference shall now include a successor or substitute plan,
program or arrangement maintained or established by BII.
Executive hereby consents to the assumption of the Employment
Agreement by BII and the substitution of BII as the "Company"
thereunder.
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
Blount, Inc. that became effective November 3, 1995,
Executive will perform services for Blount, Inc. and
the Company, and Executive's compensation and benefits
may be paid or provided in part by Blount, 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, 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 the Company. The Board of the Company
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 5.4 of the Employment Agreement is hereby amended by
changing the heading to "Tax Equalization Payment."
5.
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.
6.
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 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); 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 the Company, 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 the Company'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 the Company'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 the Company, 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 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) that is outstanding immediately after such
merger, consolidation or business combination, or (ii) 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
(f) the occurrence of any other event or circumstance
which is not covered by (a) through (e) above which the Board of
the Company 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."
7.
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.
8.
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."
9.
Blount 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.
10.
Except as hereby modified, the terms and conditions of the
Employment Agreement shall remain in full force and effect. This
Amendment and Assumption Agreement shall be effective as of
November 3, 1995.
IN WITNESS WHEREOF, the parties have executed this Amendment
and Assumption Agreement as of the day and year first above
written.
EXECUTIVE:
/s/John M. Panettiere______________
JOHN M. PANETTIERE
BLOUNT, INC.
By:/s/Winton M. Blount____________
BLOUNT INTERNATIONAL, INC.
By:/s/Winton M. Blount____________
EXHIBIT A
GUARANTEE AGREEMENT
For and in consideration of the covenants and
agreements contained in the Employment Agreement between Blount,
Inc. ("Blount") and John M. Panettiere ("Executive"), dated July
28, 1994, as assumed by Blount International, Inc. (the
"Company") and as amended on November 3, 1995 (the "Agreement"),
and in further consideration of the Executive's performance of
valuable services for, and in the financial interests of, Blount,
Blount does hereby agree to pay and to perform all of the
obligations and responsibilities of the Company 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, 5.3 and 5.4 of the Agreement.
IN WITNESS WHEREOF, Blount 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, INC.
By:/s/Winton M. Blount______________
GUARANTEE AGREEMENT
For and in consideration of the covenants and
agreements contained in the Employment Agreement between Blount,
Inc. ("Blount") and John M. Panettiere ("Executive"), dated July
28, 1994, as assumed by Blount International, Inc. (the
"Company") and as amended on November 3, 1995 (the "Agreement"),
and in further consideration of the Executive's performance of
valuable services for, and in the financial interests of, Blount,
Blount does hereby agree to pay and to perform all of the
obligations and responsibilities of the Company 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, 5.3 and 5.4 of the Agreement.
IN WITNESS WHEREOF, Blount 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, INC.
By:/s/John M. Panettiere____________