(b)                                  Unless earlier terminated as provided herein, Executive’s employment under this Agreement shall be for a rolling, two-year term (the “Term”) commencing on April 30, 2008 (the “Effective Time”), and shall be deemed to extend automatically, without further action by either the Company or Executive, each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to the other, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be the two-year period following the date of such notice and this Agreement shall terminate upon the expiration of such Term.

2.                                        Compensation and Benefits .  As compensation for Executive’s services during the Term of this Agreement, Executive shall be paid and receive the compensation and benefits set forth in subsections (a) through (d) below:

(a)                                   An annual base salary (“Base Salary”) of Three Hundred Fifty-Eight Thousand One Hundred Fifty and No/100 Dollars ($358,150), prorated for any partial year of employment.  Executive’s Base Salary shall be subject to annual review at such time as the Company conducts salary reviews for its executives generally.  Executive’s Base Salary shall be payable in substantially equal installments on a semi-monthly basis, or in accordance with the Company’s regular payroll practices in effect from time to time for executives of the Company.

(b)                                  Executive shall be eligible to participate in the Executive Management Annual Incentive Program (“Incentive Program”) and such other annual incentive plans as may be established by the Company from time to time for individuals at Executive’s level.  The Company  will establish individual and financial performance goals each year under the Incentive Program, and Executive’s annual Target Bonus shall be 50% of Base Salary.  The

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annual incentive bonus payable under this subsection (b) shall be payable in accordance with the provisions of the Incentive Program at the same time bonuses are paid to other executives, unless Executive elects to defer all or a portion of such bonus pursuant to any deferral plan established by the Company for such purpose.

(c)                                   Executive shall be entitled to participate in, or receive benefits under, any “employee benefit plan” (as defined in Section 3(3) of ERISA) or employee benefit arrangement made generally available by the Company to its executives, including plans providing 401(k) benefits (including the Blount Excess 401(k) Plan), health care (including Exec-U-Care), life insurance, disability and similar benefits.

(d)                                  Executive is eligible for vacation in accordance with the Company’s standard vacation policy.  Executive will be provided a vehicle in accordance with the Company’s automobile policy.  Executive will be provided an annual physical examination and a financial/tax consultant for financial and tax planning.  Executive will be promptly reimbursed by the Company for all reasonable business expenses Executive incurs and properly reports in carrying out Executive’s duties and responsibilities under this Agreement.  Executive will be paid a tax gross-up amount by the Company to cover any additional federal or state income taxes he incurs as a result of being required to include in income the amount of the costs for, or personal usage of, a vehicle and financial and tax planning.

3.                                        Termination .

3.1                                  By Company .  The Company shall have the right to terminate Executive’s employment under this Agreement at any time during the Term by Notice of Termination (as described in Section 6).  If the Company terminates Executive’s employment under this

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Agreement (i) for Cause, as defined in Section 5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive’s death, the Company’s obligations under this Agreement shall cease as of the date of termination; provided, however, that Executive will be entitled to whatever benefits are payable to Executive pursuant to the terms of any health, life insurance, disability, welfare, retirement or other plan or program maintained by the Company in which Executive participates.  If the Company terminates Executive during the Term of this Agreement other than pursuant to clauses (i) through (iii) of this Section 3.1, Executive shall be entitled to receive the compensation and benefits provided in subsections (a) through (d) below.  Unless specified otherwise, the time periods in subsections (a) through (d) below shall be the lesser of (i) the 12-month period (the 24-month period if Executive’s date of termination of employment is within twelve (12) months after the date of a Change in Control, as defined in Section 5.3) commencing on the date of Executive’s termination of employment, or (ii) the time period remaining from the date of Executive’s termination until the date he attains age 65 (such time period under (i) or (ii) is hereinafter referred to as the “Severance Period”).  Except as otherwise provided herein (including Section 3.1(b)), the Company agrees that if Executive’s employment is terminated and he is entitled to compensation and benefits under this Section 3.1, he shall not be required to mitigate damages by seeking other employment, nor shall any compensation or benefit he receives  reduce the amount payable by the Company hereunder.  Executive agrees that the compensation and benefits provided pursuant to Section 3.1 shall be the only severance benefits payable to Executive by the Company and its affiliates as a result of Executive’s termination of employment and Executive hereby waives his rights (if any) to any severance benefits under any other plan or program of the Company and its affiliates.  The compensation and benefits payable

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or to be provided under subsections (a) through (d) below shall cease in the event of Executive’s death after termination of employment.

(a)                                   Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for the Severance Period in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than 30 days after his termination of employment; provided, further, that the amount of such lump sum payment shall be determined by taking the salary payments to be made and discounting them to their Present Value (as defined in Section 5.8) on the date Executive’s employment under this Agreement is terminated.

(b)                                  Bonuses and Incentives - Executive shall receive bonus payments from the Company for each month of the Severance Period in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him for the two fiscal years in which bonuses were paid (ignoring any fiscal year in which a bonus was not paid) immediately preceding the fiscal year in which such termination occurs.  Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall be payable on the date such amounts are payable to other executives and Executive’s termination shall not affect the payment of such bonus.  Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level has been achieved for such year), based upon the number of days that he was employed during such fiscal year.  The bonus amounts determined herein shall be paid in a single lump sum payment, to be paid not later than 30 days after termination of employment;

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provided, that the amount of such lump sum payment representing the monthly bonus payments shall be determined by taking the monthly bonus payments to be made and discounting them to their Present Value on the date Executive’s employment under this Agreement is terminated.

(c)                                   Health and Life Insurance Coverage - The health care (including Exec-U-Care) and group term life insurance benefits coverages provided to Executive at his date of termination shall be continued for the Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated.  Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable insurance policies or contracts.  Any costs Executive was paying for such coverages at the time of termination shall be paid by Executive by separate check payable to the Company each month in advance.  If the terms of the life insurance coverage referred to in this subsection (c), or the laws applicable to such life insurance coverage do not permit continued participation by Executive, then the Company will arrange for other life insurance coverage at its expense providing substantially similar benefits.

If the terms of the healthcare benefits program referred to in this subsection (c) do not permit continued participation by Executive as required by this subsection or if the healthcare benefits to be provided to Executive and his dependents pursuant to this subsection (c) cannot be provided in a manner such that the benefit payments will continue to be tax-free to Executive and his dependents, then the Company shall (i) pay to Executive within five (5) days after Executive’s date of termination a lump sum amount equal to the monthly rate for COBRA coverage at Executive’s termination date that is then being paid by former active employees for

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the level of coverage that applies to Executive and his dependents, minus the amount active employees are then paying for such coverage, multiplied by the number of months in the Severance Period, and (ii) permit Executive and his dependents to elect to participate in the healthcare plan for the length of the Severance Period upon payment of the applicable rate for COBRA coverage during the Severance Period.

The benefits provided in this subsection (c) shall cease if Executive obtains other employment and, as a result of such other employment, health care and life insurance benefits are available to Executive.

(d)                                  Employee Retirement Plans - To the extent permitted by the applicable plan, Executive will be entitled to continue to participate, consistent with past practices, in all employee retirement and deferred compensation plans maintained by the Company in effect as of his date of termination, including, to the extent such plans are still maintained by the Company, the Blount 401(k) Plan and the Blount Excess 401(k) Plan.  Executive’s participation in such retirement plans shall continue for the Severance Period and the compensation payable to Executive under (a) and (b) above shall be treated (unless otherwise excluded) as compensation under the plan as if it were paid on a monthly basis.  For purposes of the Blount 401(k) Plan and the Blount Excess 401(k) Plan, he will receive an amount equal to the Company’s contributions to the plan, assuming Executive had participated in such plan at the maximum permissible contributions level.  If continued participation in any plan is not permitted by the plan or by applicable law, the Company shall pay to Executive or, if applicable, his beneficiary a supplemental benefit equal to the present value on the date of termination of employment under this Agreement (calculated as provided in the plan) of the excess of (i) the benefit Executive

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would have been paid under such plan if he had continued to be covered for the Severance Period (less any amounts Executive would have been required to contribute), over (ii) the benefit actually payable under such plan.  The Company shall pay the Present Value of such additional benefits (if any) in a lump sum within 30 days of Executive’s termination of employment.

(e)                                   Effect of Lump Sum Payment .  The lump sum payments under subsections (a) and (b) above shall not alter the amounts Executive is entitled to receive under the benefit plans described in subsections (c) and (d).  Benefits under such plans shall be determined as if Executive had received such payments monthly over the Severance Period.

(f)                                     Equity Awards .  As of Executive’s date of termination, the vesting and exercisability of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards held by Executive, shall be determined in accordance with the agreements for such awards.

3.2                                  By Executive .  Executive shall have the right to terminate his employment hereunder at any time by Notice of Termination (as described in Section 6).  If Executive terminates his employment, the Company’s obligations under this Agreement shall cease as of the date of such termination.

3.3                                  Release of Claims .  To be entitled to any of the compensation and benefits described above in this Section 3, Executive shall sign a release of claims in the form required by the Company.  No payments shall be made under this Section 3 until such release has been properly executed and delivered to the Company and until the expiration of the revocation period, if any, provided under the release.  If the release is not properly executed by Executive

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and delivered to the Company within the reasonable time periods specified in the release, the Company’s obligations under this Section 3 will terminate.

3.4                                  Section 409A Compliance .      The Company shall have the authority to delay the commencement of all or a part of the payments to Executive under this Section 3 if Executive is a “key employee” of the Company (as determined by the Company in accordance with procedures established by the Company that are consistent with Section 409A) to a date which is six months after the date of Executive’s termination of employment (and on such date the payments tha