exv10w117






Exhibit 10.117




AMENDMENT NO. 2

TO THE

HAMILTON BEACH BRANDS, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

FOR THE PERIOD FROM JANUARY 1, 2003 THROUGH DECEMBER 31, 2007

(AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 2007)




     Hamilton Beach Brands, Inc. (the “Company”), hereby adopts this Amendment No. 2 to the
Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan For the Period From January 1,
2000 through December 31, 2007 (As Amended and Restated Effective as of December 1, 2007) (the
“Plan”), effective January 1, 2010. Words and phrases used herein with initial capital letters
that are defined in the Plan are used herein as so defined.



Section 1




     Section 4(m) of the Plan is hereby deleted in its entirety without renumbering the remaining
Subsections of Section 4 of the Plan.



Section 2




     Section 4(w) of the Plan is hereby amended in its entirety to read as follows:



     “(w) “ROTCE” shall mean the consolidated return on total capital employed of NACCO
Industries, Inc. (“NACCO”), as determined by NACCO for a particular Plan Year.”



Section 3




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



     “(b)
Interest.



     (i) The Non-Frozen Participant’s Sub-Accounts shall be credited with interest in accordance
with the rules described in this Subsection; provided, however, that (1) no interest shall be
credited to the Sub-Accounts of the Frozen Participants, (2) no interest shall be credited to the
2004 or 2005 Sub-Accounts of the Non-Frozen Participants who are not Covered Employees, (3) no
interest shall be credited to a Sub-Account after the Maturity Date of the Sub-Account, (4) no
interest shall be credited to a Sub-Account following a Participant’s Termination of Employment
prior to a Maturity Date (except as described in Section 10(c)(ii) with respect to delayed payments
made to Key Employees on account of a Termination of Employment), (5) no interest shall be credited
to the Sub-Accounts after the last day of the month preceding the payment date of such Sub-Account
and (6) no interest in excess of 14% shall be credited to any Sub-Account.



     (ii) Subject to the limitations described in clause (i), at the end of each month during a
calendar year, the applicable Sub-Accounts shall be credited with an amount determined by
multiplying the average Sub-Account balances during such month by 5%. In addition, as of the end
of each calendar year in which the ROTCE for such year exceeds 5%, the Sub-Accounts shall also be
credited with an additional amount (if any) determined by multiplying the average Sub-Account
balances during each month of such calendar year by the excess of the ROTCE rate over 5% for such
calendar year, compounded monthly. In the event that, prior to an applicable Maturity Date, a
Non-Frozen Participant (1) incurs a Termination of Employment or (2) becomes eligible for a payment
from a Sub-Account hereunder, the foregoing interest calculations shall be made as of the last day
of the month prior to such date and shall be based on the year-to-date ROTCE rate as of the last
day of the prior month (as calculated by NACCO).



     (iii) The Committee may change (or suspend) the interest rate credited on Accounts at any
time.”



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Section 4




     The first sentence of Section 10(c)(ii) of the Plan is hereby amended by replacing the
parenthetical phrase “(at the Fixed Income Fund rate)” with the phrase “(at the rate of 5%”)
therein.



     EXECUTED this 10th day of November, 2009.



	 	 	 	 	 
	 	HAMILTON BEACH BRANDS, INC.

 	 
	 	By:  	/s/ Charles A. Bittenbender
 	 
	 	 	Title: Assistant Secretary 	 
	 	 	 	 
	 




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