EX-10.9 Kitchen Collection Long Term Incent Comp P



 







Exhibit 10.9




Award Control Number:

THE KITCHEN COLLECTION, INC.

LONG-TERM INCENTIVE

COMPENSATION AWARD

(NOT TRANSFERABLE)

Form of Award Unit CERTIFICATE




THE KITCHEN COLLECTION, INC.



(the “Company”) pursuant to action of the Compensation Committee of its Board of
Directors (the “Committee”), hereby grants to
                                         (the “Grantee”),                      Award Units
having an Award Unit Price
$              per Unit
pursuant to and subject to the provisions of The
Kitchen Collection, Inc. Long-Term Compensation Plan (the “Plan”). This Award granted
on and this Certificate executed at Chillicothe, OH 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.



THE KITCHEN Collection, Inc.




	 	 	 	 	 
	 

	 	 	 	 
	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 FICA taxes when granted. (However, under current tax law, they
are not subject to 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 shall be subject
to a payment restriction for a period of five years from the Grant Date (the “Maturity Date”);
provided that such payment restrictions automatically lapse upon a termination of employment
by reason of death, 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 Paragraph
4 below, as soon as practicable following the lapse of a payment restriction applicable to an
Award pursuant to Paragraph 2 above, the Company will deliver to the Participant (or, if
applicable, his Beneficiary), a check in full payment of the Book Value Units granted pursuant
to such 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 coinciding with or immediately
preceding the Maturity Date. For Participants who terminated employment 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 death, Disability or Retirement (or 6 months later in
the case of key employees).






	4.	 	Deferral Option: A participant may 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 that are subject to a deferral election
continue to be subject to the terms and conditions of this Plan and shall 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. 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 participant’s death or termination due to Disability, based on the Book Value
as of the Quarter Date coincident with or immediately preceding such date.






	5.	 	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 may be
transferred to a Beneficiary.






	6.	 	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 shall in any way affect the
right and power of the Company to terminate the employment of any employee at any time with or
without assigning a reason therefor to the same extent as the Company might have done if this
Plan had not been adopted.






	7.	 	Limitation of Rights: No trust has been created by the Company 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 to secure payment of such benefits. This Plan represents
only an unfunded, unsecured promise to pay by the Company, and the grantees hereunder are
unsecured creditors of the Company.






	8.	 	**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, in whole or in part, at any time.





KCI LTIP AWARD CERTIFICATE