EX-10.1



 




Exhibit 10.1






PARK-OHIO HOLDINGS CORP.




AMENDED AND RESTATED




1998 LONG-TERM INCENTIVE PLAN






		
	1.	
    PURPOSES



     
The purposes of the Park-Ohio Holdings Corp. 1998 Long-Term
Incentive Plan (the “Plan”) are to promote the
long-term growth and performance of Park-Ohio Holdings Corp.
(the “Company”) and its subsidiaries by providing an
opportunity for employees and directors of the Company and its
subsidiaries to participate through share ownership in the
long-term growth and success of the Company, enhancing the
Company’s ability to attract and retain persons with
desired abilities, providing additional incentives for such
persons and furthering the identity of interests of employees
and shareholders of the Company.






		
	2.	
    DEFINITIONS



     
(a) “Award” means any form of stock option, stock
appreciation right, restricted shares, share or share-based
award or performance share granted to a Participant under the
Plan.



     
(b) “Award Agreement” means a written agreement
between the Company and a Participant setting forth the terms,
conditions and limitations applicable to an Award.



     
(c) “Board” means the Board of Directors of the
Company.



     
(d) “Code” means the Internal Revenue Code of
1986, as amended from time to time.



     
(e) “Committee” means the Compensation Committee
of the Company’s Board, or such other committee of the
Board that is designated by the Board to administer the Plan,
provided that the Committee shall be constituted so as to
satisfy any applicable legal requirements, including the
requirements of
Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and Section 162(m)
of the Code or any respective successor rule.



     
(f) “Fair Market Value” means the closing price
of Shares as reported on the Nasdaq Stock Market for the date in
question, provided that if no sales of Shares were made on the
Nasdaq Stock Market on that date, the closing price of Shares as
reported on the Nasdaq Stock Market for the preceding day on
which sales of Shares were made on the Nasdaq Stock Market shall
be used.



     
(g) “Participant” means any employee or director
of the Company or its direct or indirect subsidiaries or any
other person whose selection the Committee determines to be in
the best interests of the Company, to whom an Award is made
under the Plan.



     
(h) “Shares” means the Common Stock, par value
$1.00 per share, of the Company.






		
	3.	
    SHARES AVAILABLE FOR AWARDS



     
Subject to adjustment as provided in Section 11 below, the
aggregate number of Shares which may be awarded under the Plan
shall be 2,650,000, all of which may be incentive stock options.
No more than 500,000 Shares shall be the subject of Awards
to any individual Participant in any one calendar year. Shares
issuable under the Plan may consist of authorized and unissued
Shares or treasury Shares.











 



     
Any Shares issued by the Company through the assumption or
substitution of outstanding grants previously made by an
acquired corporation or entity shall not reduce the Shares
available for Awards under the Plan. If any Shares subject to
any Award granted under the Plan are forfeited or if such Award
otherwise terminates without the issuance of such Shares or
payment of other consideration in lieu of such Shares, the
Shares subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for grant
under the Plan as if such Shares had not been subject to an
Award.






		
	4.	
    ADMINISTRATION



     
The Plan shall be administered by the Committee, which shall
have full power and authority to interpret the Plan, to grant
waivers of Plan restrictions and to adopt such rules,
regulations and policies for carrying out the Plan as it may
deem necessary or proper in order to further the purposes of the
Plan. In particular, the Committee shall have the authority to
(i) select Participants to receive Awards,
(ii) determine the number and type of Awards to be granted,
(iii) determine the terms and conditions, not inconsistent
with the terms hereof, of any Award granted, (iv) interpret
the terms and provisions of the Plan and any Award granted,
(v) prescribe the form of any agreement or instrument
executed in connection with any Award, and (vi) establish,
amend and rescind such rules, regulations and policies for the
administration of the Plan as it may deem advisable from time to
time.






		
	5.	
    AWARDS



     
The Committee shall determine the type(s) of Award(s) to be made
to each Participant and shall set forth in the related Award
Agreement the terms, conditions and limitations applicable to
each Award. Awards may include but are not limited to those
listed in this Section 5. Awards may be made singly, in
combination, in tandem or in exchange for a previously granted
Award, and also may be made in combination or in tandem with, in
replacement of, or as alternatives to, grants or rights under
any other employee plan of the Company, including the plan of
any acquired entity.



     
(a) Stock Options. Awards may be made in the form of
stock options, which may be incentive stock options within the
meaning of Section 422 of the Code or nonstatutory stock
options not intended to qualify under Section 422 of the
Code. Incentive stock options may be granted only to employees.
The aggregate Fair Market Value (determined at the time the
option is granted) of Shares as to which incentive stock options
are exercisable for the first time by a Participant during any
calendar year (under the Plan and any other plan of the Company)
shall not exceed $100,000 (or such other limit as may be
required by the Code from time to time). The exercise price of
stock options granted under the Plan shall be not less than 100%
of Fair Market Value on the date of the grant. A stock option
granted under the Plan shall be exercisable in whole or in such
installments and at such times and upon such terms as may be
determined by the Committee, provided that no stock option shall
be exercisable more than ten years after the date of grant. A
participant may pay the exercise price of a stock option in
cash, Shares or a combination of cash and Shares. The Committee
shall establish appropriate procedures for accepting Shares in
payment of the exercise price of a stock option and may impose
such conditions as it deems appropriate on such use of Shares.



     
(b) Stock Appreciation Rights. Awards may be granted
in the form of stock appreciation rights (“SARs”).
SARs shall entitle the recipient to receive a payment, in cash
or Shares, equal to the appreciation in market value of a stated
number of Shares from the price stated in the Award Agreement to
the Fair Market Value on the date of exercise or surrender. SARs
may be granted either separately or in conjunction with other
Awards granted under the Plan. Any SAR related to a nonstatutory
stock option may be granted at the same time such option is
granted or any time thereafter before exercise or expiration of
such option. Any



 







 




SAR related to an incentive stock option must be granted at the
same time such option is granted. Any SAR related to an option
shall be exercisable only to the extent the related option is
exercisable. In the case of any SAR related to any option, the
SAR or applicable portion thereof shall terminate and no longer
be exercisable upon the termination or exercise of the related
option. Similarly, upon exercise of an SAR as to some or all of
the Shares covered by a related option, the related option shall
be canceled automatically to the extent of the SARs exercised,
and such Shares shall not thereafter be eligible for grant. The
Committee may impose such conditions or restrictions upon the
exercise of any SAR as it shall deem appropriate.



     
(c) Restricted Shares. Awards may be granted in the
form of restricted Shares in such numbers and at such times as
the Committee shall determine. Awards of restricted Shares shall
be subject to such terms, conditions or restrictions as the
Committee deems appropriate including, but not limited to,
restrictions on transferability, requirements of continued
employment, individual performance or financial performance of
the Company. The period of vesting and forfeiture restrictions
shall be established by the Committee at the time of grant,
except that no restriction period shall be less than
12 months. During the period in which any restricted Shares
are subject to forfeiture restrictions, the Committee may, in
its discretion, grant to the Participant to whom such restricted
Shares have been awarded, all or any of the rights of a
shareholder with respect to such restricted Shares, including
the right to vote such Shares and to receive dividends with
respect to such Shares.



     
(d) Performance Shares. Awards may be made in the
form of Shares that are earned only after the attainment of
predetermined performance targets as established by the
Committee at the time an Award is made (“Performance
Shares”). A performance target shall be based upon one or
any combination of the following: (i) revenues of the
Company; (ii) operating income of the Company;
(iii) net income of the Company; (iv) earnings per
Share; (v) the Company’s return on equity;
(vi) cash flow of the Company; (vii) Company
shareholder total return; (viii) return on assets;
(ix) return on investment; (x) asset turnover;
(xi) liquidity; (xii) capitalization;
(xiii) stock price; (xiv) expenses;
(xv) operating profit and margin; (xvi) retained
earnings; (xvii) market share; (xviii) sales to
targeted customers; (xix) customer satisfaction;
(xx) quality measures; (xxi) productivity;
(xxii) safety measures; or (xxiii) educational and
technical skills of employees. Performance targets may also be
based on the attainment of levels of performance of the Company
and/or any of its affiliates or divisions under one or more of
the measures described above relative to the performance of
other businesses. The Committee shall be permitted to make
adjustments when determining the attainment of a performance
target to reflect extraordinary or nonrecurring items or events,
or unusual nonrecurring gains or losses identified in the
Company’s financial statements, as long as any such
adjustments are made in a manner consistent with
Section 162(m) of the Code to the extent applicable. Awards
of Performance Shares made to Participants subject to
Section 162(m) of the Code are intended to qualify under
Section 162(m) and provisions of such Awards shall be
interpreted in a manner consistent with that intent to the
extent appropriate. The foregoing provisions of this
Section 5(d) also shall be applicable to Awards of
restricted Shares made under Section 5(c) to the extent
such Awards of restricted Shares are subject to the financial
performance of the Company. At the end of the applicable
performance period, Performance Shares shall be converted into
Shares (or cash or a combination of Shares and cash, as set
forth in the Award Agreement) and distributed to Participants
based upon the applicable performance entitlement. Award
payments made in cash rather than the issuance of Shares shall
not, by reason of such payment in cash, result in additional
Shares being available under the Plan.



     
(e) Stock Awards. Awards may be made in Shares or on
a basis valued in whole or in part by reference to, or otherwise
based upon, Shares. Share awards shall be subject to conditions
established by the Committee and set forth in the Award
Agreement.



 







 






		
	6.	
    PAYMENT OF AWARDS; DEFERRALS



     
Payment of Awards may be made in the form of Shares, cash or a
combination of Shares and cash and may include such restrictions
as the Committee shall determine, including restrictions on
transfer and forfeiture provisions. With Committee approval,
payments may be deferred, either in the form of installments or
a future lump sum payment. The Committee may permit Participants
to elect to defer payments of some or all types of Awards in
accordance with procedures established by the Committee to
assure that such deferrals comply with applicable requirements
of the Code including the capability to make further deferrals
for payment after retirement. The Committee may also establish
rules and procedures for the crediting of interest on deferred
cash payments and dividend equivalents for deferred payments
denominated in Shares.






		
	7.	
    TAX WITHHOLDING



     
The Company shall have the authority to withhold, or to require
a Participant to remit to the Company, prior to issuance or
delivery of any Shares or cash relating to an Award made under
the Plan, an amount sufficient to satisfy federal, state and
local tax withholding requirements associated with any Award. In
addition, the Company may, in its sole discretion, permit a
Participant to satisfy any tax withholding requirements, in
whole or in part, by (i) delivering to the Company Shares
held by such Participant having a Fair Market Value equal to the
amount of the tax or (ii) directing the Company to retain
Shares having such Fair Market Value and otherwise issuable to
the Participant under the Plan.






		
	8.	
    TERMINATION OF EMPLOYMENT



     
If the employment of a Participant terminates for any reason,
all unexercised, deferred and unpaid Awards shall be exercisable
or paid in accordance with the applicable Award Agreement, which
may provide that the Committee may authorize, as it deems
appropriate, the acceleration and/or continuation of all or any
part of Awards granted prior to such termination.






		
	9.	
    NONASSIGNABILITY



     
Except as may be otherwise provided in the relevant Award
Agreement, no Award or any benefit under the Plan shall be
assignable or transferable, or payable to or exercisable by,
anyone other than the Participant to whom it was granted.






		
	10.	
    CHANGE IN CONTROL



     
(a) In the event of a Change in Control (as defined below)
of the Company, and except as the Board may expressly provide
otherwise, (i) all stock options or SARs then outstanding
shall become fully exercisable as of the date of the Change in
Control, whether or not then otherwise exercisable,
(ii) all restrictions and conditions of all Awards of
restricted Shares then outstanding shall be deemed satisfied as
of the date of the Change in Control, and (iii) all Awards
of Performance Shares shall be deemed to have been fully earned
as of the date of the Change in Control.



     
(b) A “Change in Control” of the Company shall
have occurred when any of the following events shall occur:






		
	 	     
    (i) The Company is merged, consolidated or reorganized into
    or with another corporation or other legal person, and
    immediately after such merger, consolidation or reorganization
    less than a majority of the combined voting power of the
    then-outstanding securities of such corporation or person
    immediately



 







 


		
	 	
    after such transaction are held in the aggregate by the holders
    of Voting Stock (as that term is hereafter defined) of the
    Company immediately prior to such transaction;
	 
	 	     
    (ii) The Company sells all or substantially all of its
    assets to any other corporation or other legal person, less than
    a majority of the combined voting power of the then-outstanding
    securities of such corporation or person immediately after such
    sale are held in the aggregate by the holders of Voting Stock of
    the Company immediately prior to such sale;
	 
	 	     
    (iii) There is a report filed or required to be filed on
    Schedule 13D on Schedule 14D-1 (or any successor
    schedule, form or report), each as promulgated pursuant to the
    Exchange Act, disclosing that any person (as the term
    “person” is used in Section 13(d)(3) or
    Section 14(d)(2) of the Exchange Act) has become the
    beneficial owner (as the term “beneficial owner, is defined
    under Rule 13d-3
    or any successor rule or regulation promulgated under the
    Exchange Act) of securities representing 20% or more of the
    combined voting power of the then-outstanding securities
    entitled to vote generally in the election of directors of the
    Company (“Voting Stock”);
	 
	 	     
    (iv) The Company files a report or proxy statement with the
    Securities and Exchange Commission pursuant to the Exchange Act
    disclosing in response to
    Form 8-K or
    Schedule 14A (or any successor schedule, form or report or
    item therein) that a change in control of the Company has or may
    have occurred or will or may occur in the future pursuant to any
    then-existing contract or transaction; or
	 
	 	     
    (v) If during any period of two consecutive years,
    individuals who at the beginning of any such period constitute
    the Directors of the Company cease for any reason to constitute
    at least a majority thereof, provided, however, that for
    purposes of this clause (v), each Director who is first
    elected, or first nominated for election by the Company’s
    shareholders by a vote of at least two-thirds of the Directors
    of the Company (or a committee thereof) then still in office who
    were Directors of the Company at the beginning of any such
    period will be deemed to have been a Director of the Company at
    the beginning of such period.




     
Notwithstanding the foregoing provisions of
Section 10(b)(iii) or (iv) hereof, unless otherwise
determined in a specific case by majority vote of the Board, a
“Change in Control” shall not be deemed to have
occurred for purposes of the Plan solely because (i) the
Company, (ii) an entity in which the Company directly or
indirectly beneficially owns 50% or more of the voting
securities or interest, or (iii) any Company-sponsored
employee stock ownership plan or any other employee benefit plan
of the Company, either files or becomes obligated to file a
report or a proxy statement under or in response to
Schedule 13D,
Schedule 14D-1,
Form 8-K or
Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act, disclosing beneficial
ownership by it of shares of Voting Stock, whether in excess of
20% or otherwise, or because the Company reports that a change
in control of the Company has or may have occurred or will or
may occur in the future by reason of such beneficial ownership.






		
	11.	
    ADJUSTMENTS UPON CHANGES OF CAPITALIZATION



     
In the event of any change in the outstanding Shares by reason
of a reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares
of the Company, the number of Shares as to which Awards may be
granted under the Plan, including limitations relating to
incentive stock option Awards and maximum Awards to individual
Participants, the number of Shares issuable pursuant to then
outstanding Awards, and/or, if appropriate, the prices of Shares
related to outstanding Awards, shall be appropriately and
proportionately adjusted.



 







 






		
	12.	
    RIGHTS OF EMPLOYEES



     
Nothing in the Plan shall interfere with or limit in any way the
right of the Company or any subsidiary to terminate any
Participant’s employment at any time, nor confer upon any
Participant any right to continued employment with the Company
or any subsidiary.






		
	13.	
    AMENDMENT, SUSPENSION OR TERMINATION OF PLAN AND AWARDS



     
The Board may amend, suspend or terminate the Plan at any time,
provided that no such action shall be taken that would impair
the rights under an outstanding Award without the
Participant’s consent.



     
The Board may amend the terms of any outstanding Award,
prospectively or retroactively, but no such amendment shall
impair the rights of any Participant without the
Participant’s consent and no such amendment shall have the
effect, with respect to any employee subject to
Section 162(m) of the Code, of increasing the amount of any
Award from the amount that would otherwise be payable pursuant
to the formula and/or goals previously established for such
Participant.






		
	14.	
    COMPLIANCE WITH SECTION 409A OF THE CODE



     
To the extent applicable, it is intended that this Plan and any
awards made hereunder comply with the provisions of
Section 409A of the Code. The Plan and any award made
hereunder shall be administered in a manner consistent with this
intent, and any provision that would cause the Plan or any award
made hereunder to fail to satisfy Section 409A of the Code
shall have no force and effect until amended to comply with
Section 409A of the Code (which amendment may be
retroactive to the extent permitted by Section 409A of the
Code and may be made by the Company without the consents of
Participants). Any reference in this Plan to Section 409A
of the Code will also include any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to
such Section by the U.S. Department of the Treasury or the
Internal Revenue Service.






		
	15.	
    GOVERNING LAW



     
The Plan, together with all determinations and actions made or
taken in connection therewith, to the extent not otherwise
governed by the Code or other laws of the United States, shall
be governed by the laws of the State of Ohio.




16.     EFFECTIVE AND TERMINATION
DATES



     
The Plan shall become effective on the date it is approved by
the shareholders of the Company. The Plan shall continue in
effect until terminated by the Board, at which time all
outstanding Awards shall remain outstanding in accordance with
their applicable terms and conditions.