Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
Corporate Controller
On October 27, 2009, the Board of Directors (the "Board") of Kennametal Inc.
(the "Company") elected Martha A. Bailey to serve as Vice President Finance and
Corporate Controller effective December 1, 2009. In her new position, Ms. Bailey
will be fulfilling the role of Principal Accounting Officer for the Company.
Ms. Bailey, age 35, is a certified public accountant and has been with the
Company for approximately five years. Most recently she served as Controller,
Metalworking Americas since January 2009. She joined the Company in June 2004 as
Manager, External Reporting. In June 2005, she assumed the role of Manager,
Global Financial Reporting and served in that capacity until July 2009. Prior to
joining Kennametal, from January 1996 through June 2004, Ms. Bailey served in a
variety of positions at Deloitte, including Audit Manager.
Ms. Bailey will be assuming the Corporate Controller function as successor to
Wayne D. Moser, who has served as the Vice President Finance and Corporate
Controller since December 2006, and in a number of other leadership positions
since he joined the Company in 1984. At the request of the Board and executive
management, Mr. Moser has agreed to assume the role of Vice President Corporate
Strategic Initiatives effective December 1, 2009. In this role, Mr. Moser will
be responsible for the implementation of certain long-term strategic projects.
Ms. Bailey will execute the Company's form of Employment Agreement for
executives and the Company's standard Indemnification Agreement. The Employment
Agreement is described in the Company's 2009 Proxy Statement under the caption
"Employment Agreements and Termination of Employment and Change-in-Control,"
which description is incorporated herein by reference. Under the Indemnification
Agreement, a form of which was filed as Exhibit 10.2 to the Form 8-K filed by
the Company on March 22, 2005 and is incorporated herein by reference,
Ms. Bailey will be entitled to be held harmless and indemnified by the Company
against liability other than for willful misconduct or recklessness. The
Indemnification Agreement also provides for the advancement of expenses.
Table of Contents
