EX-10.177



 





EXHIBIT
10.178




AMENDMENT NO. 2

TO

HAMILTON BEACH/PROCTOR-SILEX, INC.

SENIOR EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

(AS AMENDED AND RESTATED AS OF JANUARY 1, 2005)




     Hamilton Beach/Proctor-Silex, Inc. (the “Company”), hereby adopts this Amendment No. 2 to the
frozen Hamilton Beach/Proctor-Silex, Inc. Senior Executive Long-Term Incentive Compensation Plan
(As Amended and Restated as of January 1, 2005) (the “Plan”), effective as of January 1, 2005.
Words and phrases used herein with initial capital letters that are defined in the Plan are used
herein as so defined.



Section 1





Section 9(c) of the Plan is hereby amended in its entirety to read as follows:




“(c) Deferral Option. Prior to the date described in Subsection (b) of this
Section, subject to the rules and procedures specified in the Guidelines, a Participant who
is a citizen or resident of the United States may make an irrevocable election to defer
receipt of all or a part of a Pre-2005 Award granted to him for a particular Award Year for
a period not to exceed ten (10) years from the Grant Date of such Pre-2005 Award. A
separate deferral election may be made with respect to each Pre-2005 Award granted under the
Plan. The Pre-2005 Awards that are subject to such a deferral election shall 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. Deferred Pre-2005 Awards
payable to an active employee under this Plan shall be paid to the Participant as soon as
practicable following the payment date previously elected by the Participant and shall be
based on the Book Value as of the Quarter Date coincident with or immediately preceding such
payment date. Notwithstanding the foregoing, any deferral election hereunder shall
automatically terminate (and shall be of no further effect) upon a Participant’s termination
of employment with the Company for any reason (including death or disability) and payment of
all such deferred Pre-2005 Awards shall be made as soon as practicable following the date of
the Participant’s termination of employment, based on the Book Value as of the Quarter Date
coincident with or immediately preceding such termination date.”



Section 2





Section 10(c) of the Plan is hereby amended in its entirety to read as follows:



     “(c) Deferral Option. A Participant may make an irrevocable election to defer
receipt of 100% of a Post-2004 Award granted to him for a particular Award Term. A separate
deferral election may be made with respect to each Post-2004 Award granted under the Plan. Such a
deferral election must be made, in writing, on a form approved by the Committee and (i) will not be
valid unless the election is made at least 12 months prior to the Maturity Date of the Award and
(ii) will not be given effect until at least 12 months after the date on which such election is
made. If a valid and timely deferral election is made with respect to a Post-2004 Award, the
payment of such Award will automatically be deferred until the 10th anniversary of the
Grant Date of such Award. Awards that are deferred until the 10th anniversary of the
Grant Date for Participants who are employed on such date shall be paid as soon as practicable



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thereafter in the form of a single, lump-sum payment and shall be based on the Book Value as
of the Quarter Date coincident with or immediately preceding such date. Notwithstanding the
foregoing, a Participant who has made a valid deferral election under this Subsection (c) and who
dies or incurs a Termination of Employment due to Disability prior to the 10th
anniversary of the Grant Date shall receive payment for all such deferred Awards as soon as
practicable following the date of such 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. The
following rules shall apply to a Participant who has made a valid deferral election under this
Subsection (c) and who incurs a Termination of Employment for reasons other than death or
Disability (including Retirement) prior to the 10th anniversary of the Grant Date. Such
a Participant may not receive payment for such deferred Awards until the 10th
anniversary of the Grant Date. The Awards for Participants whose Termination of Employment is on
account of Retirement shall continue to be valued in accordance with the terms of the Plan until
the date of payment. The Awards for Participants who incur a Termination of Employment for reasons
other than death, Disability or Retirement shall be valued based on the Book Value as of the
Quarter Date coincident with or immediately preceding the date of such Termination of Employment
(despite the fact that such amounts are not paid until the 10th anniversary of the Grant
Date).”




Section 3




     Section 12(h) of the Plan is hereby amended by adding the following new clause (v) to the end
thereof, to read as follows:


“(v) Key Employees. Notwithstanding any provision of the Plan to the contrary,
distributions to Key Employees made on account of a Termination of Employment for reasons other
than Disability may not be made before the date that is six months after such Termination of
Employment (or, if earlier, the date of death). Any amount that is otherwise payable to the Key
Employee during the 6-month period following his Termination of Employment shall be accumulated and
paid in a lump sum make-up payment as soon as practicable following the end of such 6-month
period.”




     EXECUTED this 6th day of December, 2006.



	 	 	 	 	 
	 	HAMILTON BEACH/PROCTOR-SILEX, INC.

 	 
	 	By:  	/s/ Charles Bittenbender
 	 
	 	 	Title:  Assistant Secretary 	 
	 	 	 	 
	 




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