EX-10.7 NACCO Long Term Incentive Comp Award



 







Exhibit 10.7




Award Control Number: <insert #> 




NACCO MATERIALS HANDLING GROUP, INC.




LONG-TERM INCENTIVE COMPENSATION AWARD




(NOT TRANSFERABLE)




Form of Award Unit CERTIFICATE




NACCO MATERIALS HANDLING GROUP, INC.



(the “Company”) pursuant to action of the Compensation
Committee of its Board of Directors (the “Committee”), hereby
grants to
<insert employee name> (the “Grantee”), <insert units>
Award Units
having a Award Unit Price $___ per Unit
pursuant to and subject to the provisions of the
NACCO MATERIALS HANDLING GROUP, INC. Long-Term
Compensation Plan (the “Plan”). This Award granted on and
this Certificate executed at Portland, Oregon, as of
January 1, 2007, the “Date of Grant”
The Award Units granted in this Certificate shall have a maturity
date of January 1, 2012  (but shall mature earlier in
accordance with Plan terms on death, disability or retirement).
Recipient acknowledges having received a complete copy of the Plan.









	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:
	 	****************************	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 





Please review carefully the summary of general provisions pertinent to this award on the
reverse side.




 









 





Form of Award Unit Certificate

General Provisions**





	1.	 	Vesting/Taxes: These Award Units are fully vested as of the Grant Date. As a
result, they are subject to US FICA taxes when granted. (However, under current tax law, they
are not subject to US Federal, state or local income taxes until paid out.) All payments
under the Plan will be reduced by the amount of any employment or other taxes that are
required to be withheld therefrom.






	2.	 	Payment Restrictions: The Book Value Units granted under the Award are subject to a
payment restriction for a period of five years from the Grant Date (the “Maturity Date”).
However, these payment restrictions automatically lapse upon death or a termination of
employment due to Disability or Retirement. The Committee may not accelerate the time at
which such payment restrictions will lapse. In addition, the Maturity Date for certain “key
employees” (generally, the top 50 paid employees across the NACCO group) will be delayed until
6 months after retirement.






	3.	 	Payment Date / Value: Unless a Participant makes a deferral election under Section 4,
as soon as practicable following the lapse of a payment restriction applicable to an Award
pursuant to Section 2, the employer or former employer of the Participant will deliver to the
Participant (or, if applicable, his Beneficiary), a check in full payment of the Book Value
Units granted pursuant to the Award. For participants who are employed on the Maturity Date,
the value of the Book Value Units is based on the Book Value as of the Quarter Date coincident
with or immediately preceding the Maturity Date. For Participants who terminate employment
before the Maturity Date for reasons other than Disability or Retirement, the value of the
Book Value Units is based on the Book Value as of the ending Quarter Date coincident with or
immediately preceding the date of termination (despite the fact that payment is not made until
Maturity Date). Finally, for Participants who die or who terminate employment before the
Maturity Date due to Disability or Retirement, the value of the Book Value Units is based on
the Book Value as of the ending Quarter Date coincident with or immediately preceding the
death, Disability or Retirement (or 6 months later in the case of key employees).






	4.	 	Deferral Option: A Participant who is a citizen or resident of the United States has
the ability to make an irrevocable election to defer receipt of his entire Award under the
Plan. A separate deferral election must be made with respect to each Award granted under the
Plan. The Awards which are subject to a deferral election continue to be subject to the terms
and conditions of the Plan and will continue to be valued in accordance with the terms of the
Plan until the date of payment. In order to make a deferral election, the election (i) must
apply to 100% of an Award granted for a particular year, (ii) must be made at least 12 months
prior to the Maturity Date of the Award and (iii) will not be given effect until at least 12
months after the date on which the election is made. If a valid and timely deferral election
is made with respect to an Award, the payment of the Award will automatically be deferred
until the 10th anniversary of the Grant Date of such Award and will then be paid in
the form of a lump sum payment as soon as practicable after the 10th anniversary
date. Deferred Awards will be valued based on the Book Value as of the Quarter Date
coincident with or immediately preceding the 10th anniversary date.
Notwithstanding the foregoing, all deferral elections will automatically terminate (and will
be void and of no further effect) upon a Participant’s death or termination of employment due
to Disability. If a deferral election is voided, payment of the deferred Awards will be made
as soon as practicable following the date of the Participant’s death or termination of
employment due to Disability, based on the Book Value as of the Quarter Date coincident with
or immediately preceding such date.
	 
	 	 	Assignability: This Award is not transferable for any reason whatsoever; provided,
however, that upon the death of a Participant the right to the proceeds of this Award will be
transferred to a Beneficiary.
	 
	 	 	No Right of Employment: Neither the adoption or operation of the Plan, nor any document
describing or referring to this Plan, or any part thereof, shall confer upon any employee any
right to continue in the employ of the Company or any Subsidiary, or shall in any way affect
the right and power of the Company or any Subsidiary to terminate the employment of any
employee at any time with or without assigning a reason therefor to the same extent as the
Company or any Subsidiary might have done if this Plan had not been adopted.
	 
	 	 	Limitation of Rights: No trust has been created by the Company or any Subsidiary for
the payment of Book Value Units granted under this Plan; nor have the grantees of Awards been
granted any lien on any assets of the Company or any Subsidiary to secure payment of such
benefits. This Plan represents only an unfunded, unsecured promise to pay by the Company and
the Subsidiaries, and the grantees hereunder are unsecured creditors of the Company and
Subsidiaries.






**Disclaimers:



The IRS has not issued the final guidance that is needed to bring the Plan into
compliance with the requirements of the American Jobs Creation Act of 2004 (the “Act”).
Additional Plan amendments may be required. You will be notified if any amendments
are made and, if any substantive changes are required, you will be issued a revised
Certificate at that time.




Words used in this Award Certificate that are defined in the Plan are used herein as so
defined. The terms of this Award are subject to all terms and conditions of the Plan document.
The Company reserves the right
to amend or terminate the Plan at any time.