EXHIBIT 10(cc)
THE BLOUNT
DEFERRED COMPENSATION PLAN
I.
Blount International, Inc. and its wholly owned
subsidiary Blount, Inc. hereby adopt The Blount Deferred
Compensation Plan for the purpose of providing supplemental
retirement benefits to a select group of highly compensated or
management employees of Blount International, Inc. and Blount, Inc.
It is intended that the Plan constitute an "employee pension
benefit plan," within the meaning of Section 3(2) of the Employee
Retirement Income Security Act of 1974, as amended.
II.
When used herein, terms which are defined in the Blount
Retirement Plan, as amended and in effect at the Effective Date,
shall have the meanings given to such terms therein unless a
different meaning is ascribed to such a term below. In addition,
the following terms shall, when used herein, have the meanings
indicated below:
(a)"Accrued Benefit" shall mean with respect to any
Participant at any time, an annuity providing for monthly payments
commencing on the first day of the calendar month next following
the Participant's attainment of age 65 or later actual retirement
and terminating on the first day of the calendar month in which the
Participant dies, in an amount equal to (i) less (ii) below and
monthly payments to the Participant's surviving Spouse, if any,
commencing on the first day of the calendar month next following
such Participant's death and terminating on the first day of the
calendar month in which Spouse dies, in an amount equal to 66 2/3%
of (i) less (ii) below, where:
(i) is the product of 0.2083% of the
Participant's Average Earnings multiplied by
his Years of Benefit Service up to, but not in
excess of, 20; and
(ii) is the amount of a Straight Life Annuity
commencing on the first day of the month
following the Participant's attainment of age
65 that is the Actuarial Equivalent of his
Social Security Amount plus the aggregate
benefit payable to the Participant under all
other defined benefit plans, whether qualified
under Section 401(a) of the Code or not,
maintained by the Employer or to which any
Employer contributes, plus any pension plan
maintained by any employer by whom the
Participant was employed prior to his
employment by an Employer.
For purposes of subparagraph (ii) above, any amounts payable to a
Participant solely pursuant to his employment agreement with his
Employer shall not be treated as paid pursuant to a defined benefit
plan and therefore shall not be used to reduce the benefit in
subparagraph (i) above.
(b)"Average Earnings" shall mean the average Earnings
of a Participant for the three fiscal years of the Employers out of
the last ten such fiscal years (or such lesser number as the
Participant may have been employed by an Employer) for which such
average is highest.
(c)"Blount Partnership" shall mean Blount Holding
Company, L.P., the limited partnership that owns and holds voting
securities of the Company.
(d)"Committee" shall mean the Compensation and
Management Development Committee of the Board.
(e)"Earnings" for a calendar year shall mean a
Participant's base salary and targeted bonus for such calendar year
under the Annual Target Incentive Plan (or a successor plan), but
shall exclude discretionary bonuses.
(f)"Excess Parachute Payment" shall have the meaning
provided in Section 280G(b)(1) of the Code.
(g)"Effective Date" shall mean October 8, 1998.
(h)"Employers" shall mean the Company and Blount, Inc.
(i)"Good Reason" shall have the same meaning given to
such term in the Participant's employment agreement and shall be
subject to the same conditions as provided in such agreement;
provided, however, if the Participant has no employment agreement,
"Good Reason" shall have a meaning similar to and using the same
criteria as those set forth in other Participant's employment
agreements.
(j)"Parachute Payment" shall have the meaning provided
in Section 280G(b)(2) of the Code.
(k)"Participant" shall mean Winton M. Blount, John M.
Panettiere, D. Joseph McInnes, James S. Osterman, Harold E. Layman,
Donald B. Zorn, and such other highly compensated, management
employees of the Employers as the Committee may from time to time
designate.
(l)"Plan" means this Plan, as it may be amended from
time to time.
(m)"Present Value" shall have the meaning provided in
Section 280G(d)(4) of the Code.
(n)"Reasonable Compensation" shall have the meaning
provided in Section 280G(b)(4) of the Code.
(o)"Retirement Plan" means The Blount Retirement Plan,
as the same may be from time to time amended.
(p)"Years of Benefit Service" shall mean with respect
to a Participant at any time
(i) the sum of
(A) the number of years of Benefit
Service credited to such Participant
under the Retirement Plan at such time,
(B) in the event that the employment of a
Participant is terminated under
circumstances entitling the Participant
to continue to receive payments of his
base salary for a period of time pursuant
to the terms of his employment agreement
with his Employer, the number of years
(rounded up for any fraction of a year)
included in such period,
except as otherwise provided in (ii), (iii) or (iv) below.
(ii) John M. Panettiere shall be credited
with one year of Benefit Service for
each of the first two years of
Benefit Service credited to him
under the Retirement Plan, two Years
of Benefit Service for each year of
Benefit Service in excess of two
credited to him under the Retirement
Plan, and two years for each year
described in Section II(p)(i)(B)
above.
(iii) Donald B. Zorn shall be
credited with two Years
of Benefit Service for
each year of Benefit
Service credited to him
under the Retirement
Plan, and two years for
each year described in
Section II(p)(i)(B)
above.
(iv) In the case of a Participant who is
admitted after the Effective Date,
Years of Benefit Service shall be
determined as provided in paragraph
(i) above except, and to the extent
that, the Committee, at the time it
admits such Participant to
participation in the Plan, shall
specify that such Participant's
Years of Benefit Service shall be
determined in accordance with
another method; provided, that such
other method of determining Years of
Benefit Service for such Participant
shall be set forth in a written
instrument which shall be attached
to the Plan.
III.
(a)A Participant who attains age 65 while in the employ
of an Employer may thereupon retire and commence receiving payment
of his Accrued Benefit on the first day of the month following such
retirement. A Participant whose employment with his Employer is
terminated prior to his attainment of age 65 because the
Participant has become Disabled shall be treated as if his
employment continued (and he will continue to receive credit for
years of benefit service) until the earlier of his 65th birthday or
the date he ceases to be Disabled.
(b)A Participant who continues in the employ of an
Employer after attaining age 65 and subsequently retires shall be
entitled to receive payment of his Accrued Benefit, actuarially
adjusted to reflect the deferral of commencement thereof beyond the
first day following his 65th birthday, commencing on the first of
the month following such retirement. The actuarial adjustment to
the Participant's Accrued Benefit shall be calculated using the
factors then utilized to determine Actuarial Equivalents under the
Retirement Plan.
(c)In the event a Participant is discharged by his
Employer or resigns at the request of his Employer, the Participant
shall be entitled to receive payment of his Accrued Benefit
commencing on the first day of the month following the earlier of
(i) or (ii) below:
(i) the date he attains age 65 or
(ii) the later of the expiration of the period for
which he receives salary payments (or would receive
such salary payments if the amount were not paid as
a lump sum) from his Employer pursuant to his
employment agreement or the date he attains age 55.
If the Participant elects to commence payment of such benefit prior
to the Participant's attaining age 65, the amount otherwise payable
shall be reduced by 0.3% for each full month between the date
payment commences and the date the Participant will attain age 65.
(d)In the event a Participant terminates employment
with his Employer for Good Reason, he shall be entitled to receive
payment of his Accrued Benefit, commencing on the first day of the
month following the earlier of (i) or (ii) below:
(i) the date he attains age 65 or
(ii) the later of the expiration of the period for
which he receives salary payments (or would receive
such salary payments if the amount were not paid as
a lump sum) from his Employer pursuant to his
employment agreement or the date he attains age 55.
If the Participant elects to commence payment of such benefit prior
to the Participant's attaining age 65, the amount otherwise payable
shall be reduced by 0.3% for each full month between the date
payment commences and the date the Participant will attain age 65.
(e)In the event a Participant dies while in the employ
of an Employer, the Participant's Spouse shall be entitled to
receive a benefit commencing at the same time and in the same
amount as the benefit to which such Spouse would have been entitled
if the Participant had terminated employment pursuant to Section
III(d) above on his date of death and commenced receiving payment
of his Accrued Benefit (ignoring any election by Participant to
receive such Accrued Benefit in a lump sum) on the first day of
the month following the later of his date of death or the date he
would have attained age 55 (taking into account any reduction in
the Participant's Accrued Benefit attributable to commencement
prior to the Participant's attainment of age 65).
(f)If a Participant terminates employment with his
Employer under circumstances entitling the Participant to payment
of his Accrued Benefit and dies before payment of such Accrued
Benefit commences, the Participant's Spouse shall be entitled to
receive a benefit commencing at the same time and in the same
amount as the benefit to which such Spouse would have been entitled
if the Participant had terminated employment pursuant to Section
III(d) above and commenced receiving payment of his Accrued Benefit
(ignoring any election by Participant to receive such Accrued
Benefit in a lump sum) on the first day of the month following the
later of his date of death or the date he would have attained age
55 (taking into account any reduction in the Participant's Accrued
Benefit attributable to commencement prior to the Participant's
attainment of age 65).
(g)If Participant's employment is terminated pursuant
to Paragraph III(c) or (d) above within 24 months following a
change in control (as such term is defined in the Participant's
employment agreement) under circumstances that would entitle
Participant to benefits under his employment agreement upon such
termination, the Participant may elect on such form and in such
manner as determined by the Committee to receive his Accrued
Benefit in the form of a single lump sum payment. The lump sum
payment shall be actuarially equivalent to the present value of the
Participant's Accrued Benefit (not including the value of any
spousal annuity), calculated using the same factors then utilized
to determine Actuarial Equivalence under the Retirement Plan. The
lump sum payment shall be made to the Participant within 30 days of
the date he would otherwise have commenced receiving payments under
Paragraph III(c) or (d) above.
IV.
(a)If all or any portion of the payments to be made to,
or with respect to, a Participant hereunder are treated as Excess
Parachute Payments (whether by action of the Internal Revenue
Service or otherwise), the Participant shall be protected from
depletion of the amount of his benefits by payment of a tax
equalization payment in accordance with this paragraph (a). In
connection with any Internal Revenue Service examination, audit or
other inquiry, the Participant and his Employer shall take actions
to provide and to cooperate in providing evidence to the Internal
Revenue Service (and, if applicable, the State of Alabama) that the
benefits under this Agreement do not result from the payment of
Excess Parachute Payments. The tax equalization payments shall be
an amount which, when added to the other amounts payable, or to be
provided, to the Participant hereunder will place the Participant
in the same position as if the excise tax penalty of Section 4999
of the Code (and any state tax statute) or any successor statute of
similar import, do not apply to any of the payments provided under
this Plan. The amount of the tax equalization payments shall be
determined by the Company's independent accountants and shall be
paid to the Participant not later than ten (10) days prior to the
date any excise tax under Section 4999 of the Code is due to be
paid by the Participant.
For purposes of this Paragraph IV(a):
(i) Except as provided in (b) below, the benefits payable to
a Participant under this Plan or any employment agreement or other
plan or program of the Employer, shall not be reduced to prevent
the imposition of an excise tax under Section 4999 resulting from
the payments received under this Plan;
(ii) If the payment of benefits under this Plan to a
Participant causes the payments or benefits received under an
employment agreement or other plan or program of the Employer to be
treated as Excess Parachute Payments (that would not otherwise be
so treated) subject to the excise tax under Section 4999 of the
Code, the tax equalization payment hereunder shall include an
additional amount that will place the Participant in the same
position as if the excise tax did not apply to such other payments.
For purposes of this subparagraph (ii), the payments under the
employment agreement or other plan or program shall be treated as
being made first and then the payments under the Plan shall be
added to such amounts;
(iii) For Participants who are entitled to a tax equalization
payment under this Plan and under an employment agreement or other
plan or program of the Employer, the operation of the tax
equalization provisions shall be coordinated so that the
Participants shall be in the same position as if the excise taxes
of Section 4999 of the Code did not apply to the payments or
benefits the Participant receives under any arrangements with the
Employer.
(b)In addition to the limits otherwise provided in this
Section IV, the extent permitted by law, the Participant may in his
sole discretion elect to reduce any payment he may be eligible to
receive through this Plan to prevent the imposition of excise taxes
on the Participant under Section 4999 of the Code.
V.
The Committee shall have full power and authority to
construe, interpret and administer the Plan, and all decisions,
actions, or interpretations of the Committee shall be final,
conclusive and binding upon all parties. Any action of the
Committee may be taken by instrument in writing. No member of the
Committee shall be personally liable by reason of any contract or
other instrument executed by him or on his behalf in his capacity
as a member of the Committee nor for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless
each member of the Committee and each other officer, employee,
director of the Company to whom any duty or power related to the
administration or interpretation of the Plan may be allocated or
delegated against any other cost or expenses (including counsel
fees) or liability (including any sum paid in settlement of a claim
with the approval of the Board) arising out of any act or omission
to act in connection with the Plan, unless arising out of such a
person's own fraud or bad faith.
VI.
The procedure for review and appeal of claims for
benefits hereunder shall be the same as the procedure prescribed by
the Retirement Plan except that the Committee shall have the
responsibilities and rights delegated to the Administrative Officer
by the procedure prescribed in the Retirement Plan.
VII.
The Plan may be amended or terminated only with the
consent of all Employers and Participants; provided, that the
Company, without the Participants' consent, may make amendments to
increase benefits (for a Participant or group of Participants), to
increase Participants' rights or to change insignificant
administrative matters, provided further that no such amendment
shall adversely affect the rights of any Participant.
VIII.
Except to the extent otherwise required by law, no amount
payable at any time under the Plan shall be subject in any manner
to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge, or encumbrance of any kind,
nor in any manner be subject to the debts or liabilities of any
person, and any attempt to so alienate or subject any such amount,
whether presently or thereafter payable, shall be void. In the
event any person shall attempt to, or shall, alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any
amount payable under the Plan or any part thereof, or if by reason
of his bankruptcy or other event happening at such time such amount
would be made subject to his debts or liabilities or would
otherwise not be enjoyed by him, then the Committee, if it so
elects, may direct that such amount be withheld and that the same
or any part thereof be paid or applied to or for the benefit of
such person, his spouse, children or other dependents, or any of
them, in such manner and proportion as the Committee may deem
appropriate.
IX.
No Participant shall have any right, title, or interest
whatsoever in and to any assets of an Employer or any investments
which an Employer may make to aid in meeting its obligations under
the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between an
Employer and any Participant. To the extent any person acquires
the right to receive payments from an Employer under the Plan, such
right shall be no greater than the right of any unsecured general
creditor of an Employer. All payments to be made hereunder shall
be paid from the general funds of the Employers or from the trust
created pursuant to that certain declaration of trust captioned
"Blount, Inc. Executive Benefit Plan Trust," between the Company
and SunTrust Bank dated April 17, 1995.
X.
Notwithstanding anything herein to the contrary, nothing
contained in the Plan shall give any employee the right to be
retained in the employment of an Employer or effect the right of an
Employer to dismiss any employee. The adoption of the Plan shall
not constitute a contract between an Employer and any employee.
XI.
The Plan is intended to constitute an unfunded pension
benefit plan for a select group of management or highly compensated
personnel, and all rights hereunder shall to the extent not
governed by federal law be governed by and construed in accordance
with the laws of the State of Alabama.
IN WITNESS WHEREOF, the Employers have caused this instrument
to be executed on this _____ day of _________________________, 1998.
BLOUNT INTERNATIONAL, INC.
By __________________________________
Its __________________________________
BLOUNT, INC.
By __________________________________
Its __________________________________
THE BLOUNT
DEFERRED COMPENSATION PLAN
ELECTION FORM
Name:_______________________________________________________________
Social Security Name:_______________________________________________
I understand that unless I elect otherwise, payments under the
Blount Deferred Compensation Plan will be made in equal monthly
payments over my lifetime with additional monthly payments made to
my surviving spouse, if any, upon my death in an amount equal to 66
2/3% of the payments made to me. Under the Plan, if certain events
occur, I have the right to elect to receive a single lump sum
payment which is actuarially equivalent to the payments that would
be made to me over my lifetime (not including the payments that
could be paid to my surviving spouse upon my death). I understand
that if I elect a lump sum payment, no additional amount will be
payable to my spouse upon my death.
I further understand that this election as to the method of
payment can be revoked but that no such revocation or subsequent
election to receive a lump sum payment will be valid unless it is
made at least twenty-four (24) months prior to the date payment is
otherwise scheduled to commence.
By signing below, I hereby elect to receive payment of any
Accrued Benefit under the Blount Deferred Compensation Plan in a
single lump sum payment upon the occurrence of certain events.
_____________________________________________ ________________
Participant's Signature Date
Received by Company:__________________________ ________________
Signature Date