<PAGE>
                                                                    Exhibit 10.5

                            PARK-OHIO HOLDINGS CORP.
                        INCENTIVE STOCK OPTION AGREEMENT

     THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") dated this ___ day
of __________,  _________ (being the date this option is granted) by and between
Park-Ohio   Holdings   Corp.,   an  Ohio   corporation,   (the   "Company")  and
_____________________________ (the "Employee"), a key employee of the Company or
a wholly owned subsidiary of the Company.

     Section 1. Under the provisions of the Company's  Amended and Restated 1998
Long-Term Incentive Plan (the "Plan"), the Company hereby grants to the Employee
the option of purchasing an aggregate of __________shares of Common Stock of the
Company at the price of $_______ per share,  subject to the terms and conditions
of this Agreement.

     Section 2. The option rights are exercisable only if and after the Employee
shall have remained in the employ of the Company for one year from the date this
option is granted,  whereupon such rights shall become exercisable to the extent
of [         ] of the aggregate  number of shares above  specified.  Thereafter,
the  rights  shall  become  exercisable  to the extent of (i) [         ] of the
aggregate  number of shares above specified on and after two years from the date
hereof,  and (ii) 100% of the aggregate  number of shares above specified on and
after [     ] years from the date hereof.

     Section 3. Except as may be allowed by  applicable  law, this option is not
transferable  by the Employee  otherwise than by will or the laws of descent and
distribution,  and is exercisable,  during the lifetime of the Employee, only by
him or  her or his or her  guardian  or  legal  representative.  The  option  so
transferred  shall  continue  to be  subject  to all the  terms  and  conditions
contained in this Agreement.  Except as otherwise  provided in Sections 5, 6 and
9, this option can be exercised  only if the Employee has remained in the employ
of the Company continuously from the date this option is granted.

     Section 4.  Notwithstanding  any other provision hereof,  this option shall
not be  exercisable  after the expiration of ten years from the date this option
is granted, or upon such earlier date as provided in Sections 5, 6 and 9(a).

     Section 5.


          (a) Except as  otherwise  provided for herein,  if the Employee  shall
cease to be employed by the Company by reason of retirement  in accordance  with
any retirement plan or policy of the Company then in effect,  then the Employee,
at any time within the three-month period following such cessation of employment
(but within the ten-year period specified in Section 4), may exercise all option
rights  to  the  full  extent  not  previously  exercised,  notwithstanding  the
provisions of Section 2.

          (b) Except as otherwise  provided for herein, if at any time after the
expiration of one year from the date this option is granted,  the Employee shall
cease to be  employed  by the  Company  by a reason  other  than  retirement  in
accordance  with any  retirement  plan or policy of the

                                      - 1 -

<PAGE>

Company then in effect,  death or disability as defined  below,  the Employee at
any time within the  three-month  period  following such cessation of employment
(but within the ten-year period  specified in Section 4) may exercise the option
rights to the extent he/she was entitled to exercise the same immediately  prior
to such cessation of employment.

          (c) If at any time  after the date  these  options  are  granted,  the
Employee shall die while in the employ of the Company or he/she shall die within
the three-month  period  available to him/her to exercise  his/her option rights
under the  circumstances  provided  for in this  Section 5, then  within the six
months next succeeding  his/her death (but within the ten-year period  specified
in Section 4), the person entitled by will or the applicable laws of descent and
distribution  may exercise all option  rights to the full extent not  previously
exercised, notwithstanding the provisions of Section 2.

          (d) If at any time  after the date  these  options  are  granted,  the
Employee  shall become  disabled  while in the employ of the Company then within
the three months next  succeeding  his/her  disability  (but within the ten-year
period  specified  in Section 4), the  Employee or his/her  legal  guardian  may
exercise  all  option  rights  to the  full  extent  not  previously  exercised,
notwithstanding the provisions of Section 2.

          (e) For  purposes  of this  Agreement,  the  Employee  shall be deemed
disabled if, as a result of his incapacity due to physical or mental illness, he
shall have been absent from his duties with the Company on a full-time basis for
a period of at least six months and a physician  selected by him and  acceptable
to  the  Company  is of  the  opinion  that  (i)  he is  suffering  from  "Total
Disability"  as defined in the Company's  Pension Plan, or any successor plan or
program and (ii) he will  qualify  for Social  Security  Disability  Payment and
(iii) within  thirty (30) days after such  determination  is made,  he shall not
have returned to the full-time performance of his duties with the Company.

     Section 6. Nothing herein contained shall limit or restrict any right which
the Company would  otherwise  have to terminate  the  employment of the Employee
with or without cause or to adjust his/her compensation.

     Section 7. Subject to the provisions of Section 8(a) of this Agreement,  in
the event of a merger, reorganization,  consolidation,  recapitalization,  stock
dividend or other change in corporate structure such that shares of Common Stock
of the Company shall be changed into or exchanged for a larger or smaller number
of shares,  thereafter  the number of shares  subject  to this  option  shall be
increased or decreased, as the case may be, in direct proportion to the increase
or decrease in the number of shares of Common  Stock of the Company by reason of
such change in corporate structure; provided, however, that the number of shares
shall always be a whole  number,  and the purchase  price per share shall in the
case of an increase in the number of shares, be proportionately reduced, and, in
the case of a  decrease  in the  number  of  shares,  shall  be  proportionately
increased.  In the event that there  shall be any other  change in the number or
kind of outstanding shares of Common Stock of the Company or other securities of
the  Company,  or of any  shares of stock or other  securities  into  which such
shares of Common Stock of the Company  shall have been changed or for which they
shall have been exchanged,  the Compensation  Committee may make such adjustment
in the  number  or kind of  shares  of  stock or  other  securities  purchasable
hereunder,  and in the manner of purchasing  such stock


                                      -2-
<PAGE>


or other securities and the price to be paid therefor, in the opinion of counsel
for the Committee may determine is equitably  required by such change,  and such
adjustment  so made shall be  effective  and  binding  for all  purposes of this
option.

     Section 8.

          (a) If the Company shall liquidate or dissolve, or shall be a party to
a merger or  consolidation  with respect to which it shall not be the  surviving
corporation,  the Company shall give written  notice  thereof to the Employee at
least thirty days prior  thereto,  and the Employee  shall have the right within
said thirty-day  period (but within the ten-year period  specified in Section 4)
to exercise this option in full to the extent not previously  exercised.  To the
extent  that  this  option  shall  not have  been  exercised  on or prior to the
effective date of such liquidation,  dissolution,  merger or  consolidation,  it
shall terminate on said date, unless it is assumed by another corporation.



          (b) The option granted hereby shall become  exercisable in full to the
extent not previously  exercised upon the occurrence of any Change in Control of
the  Company.  For  purposes  of this  Agreement,  a "Change  in  Control of the
Company"  (assuming such event has not been  previously  reported)  shall mean a
change in control of a nature  that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated  under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided, without limitation,
that a Change in Control of the Company  shall be deemed to have occurred if and
at such times as (i) any  "person"  within the  meaning of Section  14(d) of the
Exchange Act becomes the beneficial owner, directly or indirectly, of securities
of the Company  representing  34% or more of the  combined  voting  power of the
Company's  then  outstanding  securities,  or  (ii)  during  any  period  of two
consecutive  years,  individuals who at the beginning of such period  constitute
the Board cease for any reason to constitute at least a majority  thereof unless
the election, or the nomination for election by the Company's  shareholders,  of
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.

     Section 9. Subject to the terms and conditions  hereof,  this option may be
exercised by delivering to the Company at the office of its Corporate  Secretary
a written notice,  signed by the person entitled to exercise the option,  of the
election to exercise and stating the number of shares such person then elects to
purchase.  Such  notice  shall  be  accompanied  by the  payment  in full of the
purchase  price of the shares then to be  purchased.  Payment of the full option
exercise  price may be made, at the election of the Employee (a) in cash, (b) in
Common Stock of the Company,  or (c) in any combination of cash and Common Stock
of the Company,  provided  that Common Stock may not be used to pay the purchase
price  unless such Common  Stock has been held by the  Employee for at least six
(6) months.  Common Stock of the Company  used in payment of the purchase  price
shall be valued at its reported closing price on NASDAQ on the date of exercise,
with cash paid by the Employee in lieu of any  fractional  share of Common Stock
so  determined.  The  Employee  agrees he or any holder of this option  shall be
responsible  for  paying  all  federal,  state or local  taxes on account of the
exercise of the option. In the event the option is exercised by any person other
than the Employee, evidence satisfactory to the Company that such person has the
right to exercise the option must accompany such notice and payment.  Subject to
the right of the Company to postpone the date upon which exercise of this option
becomes  effective,  as provided in Section 10 hereof,  upon the due



                                      -3-
<PAGE>

exercise of the option as hereinbefore  provided, the Company shall issue in the
name of the person  exercising the option,  and deliver to him, a certificate or
certificates  for the shares in  respect of which the option  shall have been so
exercised.  The Employee  agrees  neither he nor any other holder of this option
shall have any rights as a  stockholder  or  otherwise  in respect of any of the
shares as to which the  option  shall not have  been  effectively  exercised  as
provided herein.

     Section 10. This option shall not be  exercisable  if such  exercise  would
violate:

          (a) Any applicable state securities law;

          (b) Any  applicable  registration  or  other  requirements  under  the
              Securities Act of 1933, as amended  ("Securities Act"),  Exchange
              Act,  or the  listing  requirements  of  the  NASD  or any  stock
              exchange; or

          (c) Any  applicable  legal  requirement  of  any  other  governmental
              authority.



     The Company agrees to make reasonable  efforts to comply with the foregoing
laws and requirements so as to permit the exercise of this option.  Furthermore,
if a  Registration  Statement  with  respect to the shares to be issued upon the
exercise of this option is not in effect or if counsel for the Company  deems it
necessary or desirable in order to avoid  possible  violation of the  Securities
Act,  the Company may  require,  as a condition  to its issuance and delivery of
certificates  for the shares,  the  delivery to the Company of a  commitment  in
writing by the person exercising the option that at the time of such exercise it
is his intention to acquire such shares for his own account for investment  only
and not with a view to,  or for  resale in  connection  with,  the  distribution
thereof; that such person understands the shares may be "restricted  securities"
as defined in Rule 144 of the Securities and Exchange  Commission;  and that any
resale,  transfer or other  disposition of said shares will be accomplished only
in  compliance  with Rule  144,  the  Securities  Act,  or the  other  Rules and
Regulations  thereunder.  The Company may place on the  certificates  evidencing
such shares an appropriate  legend  reflecting the aforesaid  commitment and may
refuse to  permit  transfer  of such  certificates  until it has been  furnished
evidence satisfactory to it that no violation of the Securities Act or the Rules
and Regulations thereunder would be involved in such transfer.

     Section  11. This  option is  intended  to qualify as an  "incentive  stock
option" within the meaning of Section 244 of the Internal  Revenue Code of 1986,
as amended to the date hereof,  and shall be interpreted in accordance with such
intention.

     Section 12.  Notwithstanding  the  foregoing,  any  incentive  stock option
granted  pursuant to this Agreement is  exercisable  only to the extent that the
aggregate fair market value  (determined at the time such incentive stock option
is  granted) of the shares  Common  Stock with  respect to which such  incentive
stock options first become  exercisable during any calendar year does not exceed
$100,000 (the "$100,000 Exercise  Limitation");  provided,  however, that if the
aggregate  fair market value of the shares of Common Stock with respect to which
such  incentive  stock  options  first became  exercisable  exceeds the $100,000
Exercise  Limitation  as a  result  of the  accelerated  vesting  of the  option
pursuant to any provision in this Agreement,  the maximum number of whole shares
of Common  Stock with an  aggregate  fair market value not in excess of $100,000
shall be treated as



                                      -4-
<PAGE>

shares issued pursuant to an incentive stock option and the remaining  aggregate
fair  market  value in excess of such amount  shall be treated as shares  issued
pursuant to an option that is not an incentive stock option.

     Section 13. The  Compensation  and Stock  Option  Committee  of the Company
shall have authority,  subject to the express provision of the Plan, to construe
this Incentive Stock Option and to make all other determinations in the judgment
of the Committee  necessary or desirable for the administration of the Plan. The
Board of Directors  may at any time or from time to time grant to the  Committee
such further  powers and authority as the Board shall  determine to be necessary
or desirable.  All action by the  Committee  under the provision of this section
shall be conclusive for all purposes

     Section 14. The  Employee  agrees  that the  Company  may make  appropriate
provision for tax withholding  including such  withholding as may be appropriate
with respect to any disqualifying disposition of this stock option.

     Section 15. The Employee  agrees that if he should dispose of any shares of
Common  Stock  acquired  upon the  exercise  of this stock  option,  including a
disposition  by sale,  exchange,  gift or transfer of legal title within two (2)
years after the date such  option was granted to the  Employee or within one (1)
year after the transfer of such shares of Common Stock to the Employee  upon the
exercise of such option,  the Employee  shall so notify the Company within three
(3) days following such disposition.

     Section 16. This Agreement is subject to all of the terms, conditions,  and
provisions  of the  Plan,  as  amended  from  time to time,  and to such  rules,
regulations,  and interpretations  relating to the Plan as may be adopted by the
Board and in effect from time to time.  In the event and to the extent that this
Agreement  conflicts  or  is  inconsistent  with  the  terms,  conditions,   and
provisions of the Plan,  the Plan shall  control,  and this  Agreement  shall be
deemed to be modified accordingly.

     Section 17. The  liability  of the  Company  under this  Agreement  and any
distribution  of  shares  of Common  Stock  made  hereunder  is  limited  to the
obligations  set forth herein with respect to such  distribution  and no term or
provision of this  Agreement  shall be construed to impose any  liability on the
Company or the Board in favor of any person  with  respect to any loss,  cost or
expense  which the person  may incur in  connection  with or arising  out of any
transaction in connection with this Agreement.

     SECTION 18. BY  EXECUTING  AND  DELIVERING  THIS  AGREEMENT,  THE  EMPLOYEE
ACKNOWLEDGES  AND AGREES THAT, AS IN THE PAST,  HE/SHE IS AN EMPLOYEE AT WILL OF
THE COMPANY OR ITS WHOLLY OWNED SUBSIDIARY.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement in
duplicate as of the day and year first-above written.

                                                        PARK-OHIO HOLDINGS CORP.




                                      -5-
<PAGE>

                                                      By:
                                                         -----------------------



                                                      --------------------------
                                                      Employee