exv10w119






Exhibit 10.119




AMENDMENT NO. 1

TO THE

HAMILTON BEACH BRANDS, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

(EFFECTIVE JANUARY 1, 2008)




     Hamilton Beach Brands, Inc. (the “Company”), hereby adopts this Amendment No. 1 to the
Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Effective January 1, 2008) (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(j) of the Plan is hereby deleted in its entirety without renumbering the remaining
Subsections of Section 4 of the Plan.



Section 2




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



     “(s) “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. The Participant’s Sub-Accounts shall be credited with interest as
follows; provided, however, that (1) no interest shall be credited to a Sub-Account after the
Maturity Date of the Sub-Account, (2) 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), (3) no interest shall be credited to a Sub-Account after the last day of the month
preceding the payment date of such Sub-Account and (4) no interest in excess of 14% shall be
credited to any Sub-Account.




	 	(i)	 	Interest Rate. At the end of each month during a calendar year, the
Sub-Accounts of Participants shall be credited with an amount determined by multiplying
such Participant’s 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 be retroactively credited with an additional amount determined by
multiplying the Participant’s average Sub-Account balances during each month of such
calendar year by the excess of the ROTCE rate over 5%, compounded monthly.
	 
	 	(ii)	 	Special Rules. In the event that, prior to an applicable Maturity Date,
a 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 immediately preceding such date. When making such
calculations, the ROTCE rate shall be equal to the year-to-date ROTCE as of the last day
of the prior month (as calculated by NACCO).
	 
	 	(iii)	 	Changes. The Committee may change (or suspend) the interest rate
credited on Accounts hereunder at any time. Notwithstanding the foregoing, no such
change may be made in a manner that would cause an amount to be paid to a Participant
who is a Covered Employee to be includable as “applicable employee remuneration” of such
Participant, as such term is defined in Code Section 162(m).





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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