EX-10.176



 





EXHIBIT
10.177




AMENDMENT NO. 1

TO

HAMILTON BEACH/PROCTOR-SILEX, INC.

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. 1 to the
Hamilton Beach/Proctor-Silex, Inc. 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 Year. 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



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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 Section 10(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
Section 10(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).”




     EXECUTED this 6th day of December, 2006.



	 	 	 	 	 
	 	HAMILTON BEACH/PROCTOR-SILEX, INC.

 	 
	 	By:  	/s/ Charles Bittenbender
 	 
	 	 	Title:  Assistant Secretary 	 
	 	 	 	 
	 




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