EX-10.133



 





EXHIBIT 10.133




AMENDMENT NO. 2

TO THE

NACCO MATERIALS HANDLING GROUP, INC.

SENIOR EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

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




     NACCO Materials Handling Group, Inc. (the “Company”), hereby adopts this Amendment No. 2 to
the frozen NACCO Materials Handling Group, Inc. Senior Executive Long-Term Incentive Compensation
Plan (As Amended and Restated as of January 1, 2005) (the “Plan”), effective as of the dates
indicated herein. Words and phrases used herein with initial capital letters which are defined in
the Plan are used herein as so defined.



Section 1




     Effective as of January 1, 2005, Section 10(c) of the Plan is hereby amended in its entirety
to read as follows:


“(c) Deferral Option. A Participant who is a citizen or resident of the United States 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 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 value of the Awards shall be equal to the sum of (1) the Book
Value as of the Quarter Date coincident with or immediately preceding the date of Termination of
Employment, plus (2) interest on such amount, credited at the end of each calendar month, equal to
the “10-Year U.S. Treasury Yield” rate plus 2%. For purposes hereof, the 10-Year U.S. Treasury
Yield shall be the 10 year yield on U.S. Treasury issues as listed in the Bond Market Data Bank for
the last day of the preceding calendar quarter as printed in the Wall Street Journal (or as
published on the Website for the Wall Street Journal). In the event




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that a yield is not listed for a maturity exactly 10 years from the calendar quarter end, the next
preceding chronological treasury bond issue yield shall be used.”




Section 2




     Effective as of January 1, 2005, Subsection (d) of Section 10 of the Plan is hereby deleted in
its entirety and replaced with the following new Subsection (d), to read as follows:



     “(d) Key Employees. Notwithstanding any provision of the Plan to the
contrary, distributions of Post-2004 Awards 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.



	 	 	 	 	 
	 	NACCO MATERIALS HANDLING GROUP, INC.

 	 
	 	By:  	/s/ Charles Bittenbender
 	 
	 	 	Title:  Assistant Secretary 	 
	 	 	 	 
	 






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