Exhibit 10.1



 






Exhibit 10.1




TRANSFERABLE




THE TIMKEN COMPANY




Nonqualified Stock Option Agreement




               WHEREAS, [NAME] (the “Optionee”) is an employee of The Timken Company (the “Company”); and



               WHEREAS, the grant of stock options evidenced hereby was authorized by a resolution of the
Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company
that was duly adopted on [DATE] (the “Date of Grant”), and the execution of a stock option
agreement in the form hereof was authorized by a resolution of the Committee duly adopted on
[DATE]; and



               WHEREAS, the option evidenced hereby is intended to be a nonqualified stock option and shall
not be treated as an “incentive stock option” within the meaning of that term under Section 422 of
the Internal Revenue Code of 1986;



               NOW, THEREFORE, pursuant to the Company’s Long-term Incentive Plan (as Amended and Restated as
of February 6, 2004) (the “Plan”), the Company hereby grants to the Optionee (i) a nonqualified
stock option (the “Option”) to purchase [NUMBER] shares of the Company’s common stock without par
value (the “Common Shares”) at the exercise price of [OPTION PRICE] per Common Share (the “Option
Price”) which represents the Market Value per Share on the Date of Grant. The Company
agrees to cause certificates for any shares purchased hereunder to be delivered to the Optionee
upon payment of the Option Price in full, subject to the terms and conditions of the Plan and the
terms and conditions hereinafter set forth.



     1. Vesting of Option. (a) Unless terminated as hereinafter provided, the
Option shall be exercisable to the extent of one-fourth (1/4th) of the Common Shares covered by the
Option after the Optionee shall have been in the continuous employ of the Company or a subsidiary
for one full year from the Date of Grant and to the extent of an additional one-fourth (1/4th)
thereof after each of the next three successive years thereafter during which the Optionee shall
have been in the continuous employ of the Company or a subsidiary. For the purposes of this
agreement: “subsidiary” shall mean a corporation, partnership, joint venture, unincorporated
association or other entity in which the Company has a direct or indirect ownership or other equity
interest; the continuous employment of the Optionee with the Company or a subsidiary shall not be
deemed to have been interrupted, and the Optionee shall not be deemed to have ceased to be an
employee of the Company or a subsidiary, by reason of the transfer of his employment among the
Company and its subsidiaries.



               (b) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become
immediately exercisable in full upon any change in control of the Company that shall occur while
the Optionee is an employee of the Company or a subsidiary. For the purposes of



 









 







this agreement, the term “change in control” shall mean the occurrence of any of the following events:



                         (i) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “Person”) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of 30% or
more of either: (A) the then-outstanding Common Shares or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election of
directors (“Voting Shares”); provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a change in control: (1) any acquisition directly from
the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Subsidiary, or (4) any acquisition
by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection
(iii) of this Section 1(b); or



                         (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason (other than death or disability) to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board (either by a specific vote
or by approval of the proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination) shall be considered as though such individual were
a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest (within the
meaning of Rule 14a-11 of the Securities Exchange Act of 1934) with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or



                         (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Company (a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Common Shares and Voting Shares
immediately prior to such Business Combination beneficially own, directly or indirectly, more than
66-2/3% of, respectively, the then-outstanding shares of common stock and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more subsidiaries) in
substantially the same proportions relative to each other as their ownership, immediately prior to
such Business Combination, of the Common Shares and Voting Shares of the Company, as the case may
be, (B) no Person (excluding any entity resulting from such Business Combination or any employee
benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting
from such Business Combination) beneficially owns, directly or indirectly, 30% or more of,
respectively, the then-outstanding shares of common stock of the entity resulting from such
Business Combination, or



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the combined voting power of the then-outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination, and (C) at least a
majority of the members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business Combination; or



                         (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of
the Company.



               (c) Notwithstanding the provisions of Section 1(a) hereof, the Option shall become
immediately exercisable in full if the Optionee should die or become permanently disabled while in
the employ of the Company or any subsidiary, or if the Optionee should retire with the Company’s
consent.



               For purposes of this agreement, retirement “with the Company’s consent” shall mean: (i) the
retirement of the Optionee prior to age 62 under a retirement plan of the Company or a subsidiary,
if the Board or the Committee determines that his retirement is for the convenience of the Company
or a subsidiary, or (ii) the retirement of the Optionee at or after age 62 under a retirement plan
of the Company or a subsidiary. For purposes of this agreement, “permanently disabled” shall mean
that the Optionee has qualified for disability benefits under a disability plan or program of the
Company or, in the absence of a disability plan or program of the Company, under a
government-sponsored disability program.



               (d) To the extent that the Option shall have become exercisable in accordance with the terms
of this agreement, it may be exercised in whole or in part from time to time thereafter.



     2. Termination of Option. The Option shall terminate automatically and without
further notice on the earliest of the following dates:



               (a) thirty days after the date upon which the Optionee ceases to be an employee of the
Company or a subsidiary, unless the cessation of his employment (i) is a result of his death,
permanent disability or retirement with the Company’s consent or (ii) follows a change in control;



               (b) five years after the date upon which the Optionee ceases to be an employee of the Company
or subsidiary (i) as a result of his permanent disability, (ii) as a result of his retirement with
the Company’s consent, unless he is also a director of the Company who continues to serve as such
following his retirement with the Company’s consent, or (iii) following a change in control, unless
the cessation of his employment following a change in control is a result of his death;



               (c) five years after the date upon which the Optionee ceases to be a director of the Company,
but not less than five years after the date upon which he ceases to be an employee of the Company
or a subsidiary, if (i) the cessation of his employment is a result of his retirement



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with the Company’s consent and (ii) he continues to serve as a director of the Company following
the cessation of his employment;



               (d) one year after the date of the Optionee’s death regardless of whether he ceases to be an
employee of the Company or a subsidiary prior to his death (i) as a result of his
permanent disability or retirement with the Company’s consent or (ii) following a change in
control; or



               (e) ten years after the Date of Grant.



     In the event that the Optionee shall intentionally commit an act that the Committee determines
to be materially adverse to the interests of the Company or a subsidiary, the Option shall
terminate at the time of that determination notwithstanding any other provision of this agreement.



     3. Payment of Option Price. The Option Price shall be payable (a) in cash in the
form of currency or check or other cash equivalent acceptable to the Company, (b) by transfer to
the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for
at least six months prior to the date of exercise or (c) by any combination of the methods of
payment described in Sections 3(a) and 3(b) hereof. Nonforfeitable, unrestricted Common Shares
that are transferred by the Optionee in payment of all or any part of the Option Price shall be
valued on the basis of their Market Value per Share. Subject to the terms and conditions of
Section 6 hereof, and subject to any deferral election the Optionee may have made pursuant to any
plan or program of the Company, the Company shall cause certificates for any shares purchased
hereunder to be delivered to the Optionee upon payment of the Option Price in full.



     4. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, notwithstanding any other
provision of this agreement, the Option shall not be exercisable if the exercise thereof would
result in a violation of any such law. To the extent that the Ohio Securities Act shall be
applicable to the Option, the Option shall not be exercisable unless the Common Shares or other
securities covered by the Option are (a) exempt from registration thereunder, (b) the subject of a
transaction that is exempt from compliance therewith, (c) registered by description or
qualification thereunder or (d) the subject of a transaction that shall have been registered by
description thereunder.



     5. Transferability and Exercisability.



               (a) Except as provided in Section 5(b) below, the Option, including any interest therein,
shall not be transferable by the Optionee except by will or the laws of descent and distribution,
and the Option shall be exercisable during the lifetime of the Optionee only by him or, in the
event of his legal incapacity to do so, by his guardian or legal representative acting on behalf of
the Optionee in a fiduciary capacity under state law and court supervision.



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               (b) Notwithstanding Section 5(a) above, the Option, may be transferable by the Optionee,
without payment of consideration therefor, to any family member of the Optionee (as defined in Form
S-8), or to one or more trusts established solely for the benefit of such members of the immediate
family or to partnerships in which the only partners are such members of the immediate family of
the Optionee; provided, however, that such transfer will not be effective until notice of such
transfer is delivered to the Company; and provided, further, however, that any such transferee is
subject to the same terms and conditions hereunder as the Optionee.



     6. Adjustments. The Committee shall make any adjustments in the Option Price and the
number or kind of shares of stock or other securities covered by the Option that the Committee may
determine to be equitably required to prevent any dilution or expansion of the Optionee’s rights
under this agreement that otherwise would result from any (a) stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Company,
(b) merger, consolidation, separation, reorganization or partial or complete liquidation involving
the Company or (c) other transaction or event having an effect similar to any of those referred to
in Section 8(a) or 8(b) hereof. Furthermore, in the event that any transaction or event described
or referred to in the immediately preceding sentence shall occur, the Committee may provide in
substitution of any or all of the Optionee’s rights under this agreement such alternative
consideration as the Committee may determine in good faith to be equitable under the circumstances.



     7. Withholding Taxes. If the Company shall be required to withhold any federal,
state, local or foreign tax in connection with any exercise of the Option, the Optionee shall pay
the tax or make provisions that are satisfactory to the Company for the payment thereof. The
Optionee may elect to satisfy all or any part of any such withholding obligation by surrendering to
the Company a portion of the Common Shares that are issuable to the Optionee upon the exercise of
the Option. If such election is made, the shares so surrendered by the Optionee shall be credited
against any such withholding obligation at their Market Value per Share on the date of such
surrender. In no event, however, shall the Company accept Common Shares for payment of taxes in
excess of required tax withholding rates, except that, unless otherwise determined by the Committee
at any time, the Optionee may surrender Common Shares owned for more than 6 months to satisfy any
tax obligations resulting from any such transaction.



     8. No Right to Future Awards or Continued Employment. This option award is a
voluntary, discretionary bonus being made on a one-time basis and it does not constitute a
commitment to make any future awards. This option award and any payments made hereunder will not
be considered salary or other compensation for purposes of any severance pay or similar allowance,
except as otherwise required by law. Nothing in this Agreement will give the Optionee any right to
continue employment with the Company or any Subsidiary, as the case may be, or interfere in any way
with the right of the Company or a Subsidiary to terminate the employment of the Optionee.



     9. Relation to Other Benefits. Any economic or other benefit to the Optionee under
this agreement or the Plan shall not be taken into account in determining any benefits to which



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the Optionee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering employees of
the Company or a subsidiary.



     10. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
agreement to the extent that the amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Optionee with respect to the Option without the
Optionee’s consent.



     11. Severability. If any provision of this Agreement or the application of any
provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of such provision in any other person
or circumstances shall not be affected, and the provisions so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it
enforceable, valid and legal.



     12. Processing of Information. Information about the Optionee and the Optionee’s
participation in the Plan may be collected, recorded and held, used and disclosed for any purpose
related to the administration of the Plan. The Optionee understands that such processing of this
information may need to be carried out by the Company and its Subsidiaries and by third party
administrators whether such persons are located within the Optionee’s country or elsewhere,
including the United States of America. The Optionee consents to the processing of information
relating to the Optionee and the Optionee’s participation in the Plan in any one or more of the
ways referred to above.



     13. Governing Law. This agreement is made under, and shall be construed in accordance
with, the internal substantive laws of the State of Ohio.



     14. Relation to Plan. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Plan.



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     This agreement is executed by the Company on this ___day of ___.


	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	William R. Burkhart 	 
	 	 	Sr. Vice President & General Counsel 	 
	 





     The undersigned Optionee hereby acknowledges receipt of an executed original of this agreement
and accepts the Option granted hereunder, subject to the terms and conditions of the Plan and the
terms and conditions hereinabove set forth.



	 	 	 	 	 
	 
	 	 
	

	 	Optionee	 	 
	

	 	Date:	 	 
	

	 	 	 	 







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