EX-10.3



 





Exhibit 10.3




THE HAMILTON BEACH BRANDS, INC. 

UNFUNDED BENEFIT PLAN

(As Amended and Restated Effective as of December 1, 2007)





 









 








HAMILTON BEACH BRANDS, INC.

UNFUNDED BENEFIT PLAN





               Hamilton Beach Brands, Inc. (the “Company”) does hereby amend and completely restate the
Hamilton Beach Brands, Inc. Unfunded Benefit Plan to read as follows:



ARTICLE I

PREFACE




          SECTION
1.1 Effective Date. The original effective date of this Plan was March 10,
1993. This restatement shall be effective as of December 1, 2007; provided, however, that certain
provisions of this restatement are effective as of other dates as indicated herein.




          SECTION 1.2 Purpose of the Plan. For periods prior to January 1, 2008, the purpose
of this Plan was to (a) provide for certain Employees the benefits they would have received under
the Cash Balance Plan but for (i) the dollar limitation on Compensation taken into account as a
result of Section 401(a)(17) of the Code, and (ii) the limitations imposed under Section 415 of the
Code, and/or (b) provide for certain Employees the benefits they would have received under the
Savings Plan but for the limitations imposed under Section 402(g), 401(a)(17), 401(k)(3) or 415 of
the Code.




          SECTION 1.3 Governing Law. This Plan shall be regulated, construed and administered
under the laws of the Commonwealth of Virginia, except when preempted by federal law.




          SECTION 1.4 Gender and Number. For purposes of interpreting the provisions of this
Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be
deemed to include the masculine, and the singular shall include the plural unless otherwise clearly
required by the context.




          SECTION 1.5 Code Section 409A.





               (a) As a result of the changes to the payment provisions of this Plan in accordance with the
Code Section 409A transitional rules, none of the Sub-Accounts are “grandfathered” under Code
Section 409A. Notwithstanding the foregoing, for administrative and recordkeeping purposes, (1) the
following Sub-Accounts have been classified as the “Pre-2005 Sub-Accounts”: (i) the Excess
Matching Sub-Account, (ii) amounts credited to the Excess 401(k) Sub-Account for periods prior to
January 1, 2005 (the “Pre-2005 Excess 401(k) Sub-Account”) and (iii) amounts credited to the Excess
Profit Sharing Sub-Account for Pre-2005 Plan Years (including the amount that was credited in 2005
for the 2004 Plan Year) (the “Pre-2005 Excess Profit Sharing Sub-Account”) and (2) the following
Sub-Accounts have been classified as the “Post-2004 Sub-Accounts”: (i) amounts credited to the
Excess 401(k) Sub-Account for periods on or after January 1, 2005 and on or before December 31,
2007 (the “Post-2004 Excess 401(k) Sub-Account”), (ii) all amounts credited to the Excess Employer
Added Sub-Account for 2007 and prior Plan Years and (iii) amounts credited to the Excess Profit
Sharing Sub-Account for the 2005 through 2007 Plan Years (the “Post-2004 Excess Profit Sharing
Sub-Account”).



 









 






               (b) It is intended that the compensation arrangements under the Plan be in full compliance
with the requirements of Section 409A of the Code. The Plan shall be interpreted and administered
in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not
guarantee any particular tax result to Participants or Beneficiaries with respect to any amounts
deferred or any payments provided hereunder, including tax treatment under Code Section 409A.



          SECTION 1.6 Benefit Freeze/Partial Plan Termination.  All Excess Retirement Benefits
under the Plan shall be frozen as of December 31, 2007; provided, however, that interest shall
continue to be credited on all Sub-Accounts other than the Excess Cash Balance Sub-Accounts after
such date, as specified in the Plan. The portion of the Plan that applies to all Cash Balance
Employees shall terminate effective December 31, 2007. The portion of the Plan that applies to
Participants who are not Covered Employees shall automatically terminate in 2008 when the last
non-Covered Employee receives a payment of his entire remaining Sub-Accounts hereunder.




ARTICLE II

DEFINITIONS





               Except as otherwise provided in this Plan, terms defined in the Qualified Plans as they may be
amended from time to time shall have the same meanings when used herein, unless a different meaning
is clearly required by the context of this Plan. In addition, the following words and phrases
shall have the following respective meanings for purposes of this Plan.



          SECTION 2.1 Account shall mean the record maintained by the Company in accordance
with Section 3.6 as the sum of the Participant’s Excess Retirement Benefits hereunder.




          SECTION 2.2 Beneficiary shall mean the person or persons designated by the
Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII
hereof.




          SECTION 2.3 Cash Balance Employee shall mean a participant in the Cash Balance Plan.




          SECTION 2.4 Cash Balance Plan shall mean Part II of the Combined Defined Benefit Plan
for NACCO Industries, Inc. and Its Subsidiaries (commonly known as the “Hamilton
Beach/Proctor-Silex, Inc. Profit Sharing Retirement Plan”) (or any successor thereto), as the same
may be amended from time to time. Benefits under the Cash Balance Plan (other than interest
credits) were permanently frozen effective for Plan Years beginning on or after January 1, 1997.




          SECTION 2.5 Change in Control shall mean the occurrence of an event described in
Appendix A hereto.




          SECTION 2.6 Company shall mean Hamilton Beach Brands, Inc. (known as Hamilton
Beach/Proctor-Silex, Inc. prior to August 28, 2007).




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          SECTION 2.7 Compensation. The term “Compensation” shall have the same meaning as
under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of
compensation deferred by the Participant under this Plan and (b) amounts in excess of the
limitation imposed by Code Section 401(a)(17).




          SECTION 2.8 Compensation Committee shall mean the Compensation Committee of the Board
of Directors of the Company or an authorized sub-committee thereof.




          SECTION 2.9 Covered Employee means any Participant who, prior to December 31, 2007,
is designated by the Compensation Committee as an actual or potential “covered employee” for
purposes of Code Section 162(m) for the 2008 calendar year.




          SECTION 2.10 Employer Added Employee shall mean a participant in the Savings Plan who
is eligible for Retirement Contributions.




          SECTION 2.11 Excess Retirement Benefit or Benefit shall mean an Excess Pension
Benefit, an Excess Profit Sharing Benefit, an Excess Employer Added Benefit, a Basic or Additional
Excess 401(k) Benefit or an Excess Matching Benefit (as described in Article III) which is payable
to or with respect to a Participant under this Plan.




          SECTION 2.12 Fixed Income Fund shall mean the Vanguard Retirement Savings Trust IV
under the Savings Plan or any equivalent fixed income fund thereunder which is designated as the
successor to such fund.




          SECTION 2.13 401(k) Employee shall mean a participant in the Savings Plan who is
eligible for Before-Tax Contributions.




          SECTION 2.14 Key Employee.  Effective April 1, 2008, a Participant shall be
classified as a Key Employee if he meets the following requirements:





	 	•	 	The Participant, with respect to the Participant’s relationship with the Company
and the Controlled Group Members, met the requirements of Section 416(i)(1)(A)(i),
(ii) or (iii) of the Code (without regard to Section 416(i)(5)) and the Treasury
Regulations issued thereunder at any time during the 12-month period ending on the
most recent Identification Date (defined below) and his Termination of Employment
occurs during the 12-month period beginning on the most recent Effective Date
(defined below). When applying the provisions of Code Section 416(i)(1)(A)(i), (ii)
or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as
defined in Treasury Regulation Section 415(c)-2(d)(4) (i.e., the wages and other
compensation for which the Employer is required to furnish the Employee with a Form
W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of
the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the
rule of Treasury Regulation Section 1.415-2(g)(5)(ii) which excludes compensation of
non-resident alien employees and (ii) the number of officers described in Code
Section 416(i)(1)(A)(i) shall be 60 instead of 50.




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	 	•	 	The Identification Date for Key Employees is each December 31st and
the Effective Date is the following April 1st. As such, any Employee who
is classified as a Key Employee as of December 31st of a particular Plan
Year shall maintain such classification for the 12-month period commencing on the
following April 1st.
	 
	 	•	 	Notwithstanding the foregoing, a Participant shall not be classified as a Key
Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly
traded on an established securities market or otherwise on the date of the
Participant’s Termination of Employment.





          SECTION 2.15 Participant.





               (a) For purposes of Section 3.1 of the Plan, the term “Participant” shall mean a Cash Balance
Employee whose benefit under the Cash Balance Plan was limited by the application of Section
401(a)(17) or 415 of the Code.




               (b) For purposes of Section 3.2 of the Plan, the term “Participant” shall mean a Profit
Sharing Employee (i) whose Post-1996 Profit Sharing Contributions for a Plan Year are limited by
the application of Section 401(a)(17) or 415 of the Code or are reduced as a result of his deferral
of Compensation under this Plan and (ii) who is classified in job grades 17 or above and whose
total compensation from the Controlled Group for the year of such Contribution is at least
$115,000.




               (c) For purposes of Section 3.3 of the Plan, the term “Participant” shall mean a 401(k)
Employee (i) who is unable to make all of the Before-Tax Contributions that he has elected to make
to the Savings Plan, because of the limitations imposed under Section 402(g), 401(a)(17) or
401(k)(3) of the Code and (ii) who is classified in job grades 17 or above and whose total
compensation from the Controlled Group for the year in which the deferral election is required is
at least $115,000.




               (d) For purposes of Section 3.5 of the Plan, the term “Participant” shall mean an Employer
Added Employee (i) whose Retirement Contributions for a Plan Year are limited by the application of
Section 401(a)(17) or 415 of the Code or are reduced as a result of his deferral of Compensation
under this Plan and (ii) who is classified in job grades 17 or above and whose total compensation
from the Controlled Group for the year of such Contribution is at least $115,000.




               (e) The term “Participant” shall also include any other person who has an Account balance
hereunder. Notwithstanding any provision of the Plan to the contrary, no new Participants shall be
added to the Plan after December 31, 2007.



          SECTION 2.16 Plan shall mean the Hamilton Beach Brands, Inc. Unfunded Benefit Plan as
herein set forth or as duly amended.




          SECTION 2.17 Plan Administrator shall mean the Administrative Committee appointed
under the Savings Plan.




          SECTION
2.18 Plan Year shall mean the calendar year.




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          SECTION 2.19 Profit Sharing Employee shall mean a participant in the Savings Plan who
is eligible for Post-1996 Profit Sharing Contributions.




          SECTION 2.20 Qualified Plan shall mean (a) for Cash Balance Employees, the Cash
Balance Plan, (b) for Profit Sharing Employees and Employer Added Employees, the profit-sharing
portion of the Savings Plan and (c) for 401(k) Employees, the Before-Tax Contributions portion of
the Savings Plan. References throughout this Plan to a “Qualified Plan” shall be deemed to refer
to the underlying Qualified Plan to which a particular Benefit relates.




          SECTION 2.21 ROTCE means ROTCE as determined by the Compensation Committee for
purposes of granting awards under the Company’s long-term incentive compensation plan for a
particular Plan Year.




          SECTION 2.22  ROTCE Rate. For 2007 and prior Plan Years, ROTCE Rate means
the rate determined under the following table for a particular Plan Year:




	 	 	 	 	 
	(A) ROTCE	 	(B) ROTCE RATE	 
	4%
	 	 	2	%
	6%
	 	 	4	%
	8%
	 	 	6	%
	10%
	 	 	8	%
	15%
	 	 	10	%
	20%
	 	 	12	%
	25% or higher
	 	 	14	%







               In any Plan Year when ROTCE is other than the exact amount shown under column (A) in the above
table, the ROTCE Rate for such Plan Year shall be determined by the Company using linear
interpolation.



          SECTION 2.23 ROTCE Table Rate. For 2008 and future Plan Years, the ROTCE Table Rate
shall mean the interest rate determined under the annual ROTCE Table that is adopted and approved
by the Compensation Committee within the first 90 days of each Plan Year.




          SECTION 2.24 Savings Plan shall mean the Hamilton Beach Brands, Inc. Employees’
Retirement Savings Plan (401(k)), as the same may be amended from time to time, or any successor
thereto.




          SECTION 2.25 Termination of Employment means, with respect to any Participant’s
relationship with the Company and the Controlled Group Members, a separation from




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service as defined under Code Section 409A (and the regulations and other guidance issued
thereunder).




          SECTION 2.26 Valuation Date shall mean the last business day of each calendar month
and any other date chosen by the Plan Administrator.




ARTICLE III

EXCESS RETIREMENT BENEFITS — CALCULATION OF AMOUNT




          SECTION 3.1 Excess Pension Benefits. The Excess Pension Benefit payable to a
Participant who is a Cash Balance Employee shall be an amount equal to the excess, if any, of (a)
the Cash Balance Account balance that would be payable to such Participant under the Cash Balance
Plan as of December 31, 2007 if such Plan did not contain the limitations imposed under Sections
401(a)(17) and 415 of the Code and, effective as of January 1, 1995, the definition of Compensation
under such Plan included any amounts deferred under Section 3.3 of this Plan, over (b) the
amount of the Cash Balance Account balance that is actually payable to the Participant under the
Cash Balance Plan as of December 31, 2007 (including interest credits for the 2007 Plan Year) (the
“Excess Cash Balance Sub-Account”). The Excess Pension Benefits (other than interest credits)
under the Plan were frozen as of January 1, 1997 and all Excess Pension Benefits (including
interest credits) under the Plan were frozen as of December 31, 2007.




          SECTION 3.2 Excess Profit Sharing Benefits. The Company shall credit to a
Sub-Account (the “Excess Profit Sharing Sub-Account”) established for each Participant who is a
Profit Sharing Employee, an amount equal to the excess, if any, of (a) the amount of the Company’s
Post-1996 Profit Sharing Contribution which would have been made to the profit sharing portion of
the Savings Plan on behalf of the Participant if (i) such Plan did not contain the limitations
imposed under Sections 401(a)(17) and 415 of the Code and (ii) the term “Compensation” (as defined
in Section 2.7 hereof) were used for purposes of determining the amount of profit sharing
contributions under the Savings Plan, over (b) the amount of the Company’s Post-1996 Profit
Sharing Contribution which is actually made to the Savings Plan on behalf of the Participant for
such Plan Year (the “Excess Profit Sharing Benefits”). Notwithstanding the foregoing, the last
Excess Profit Sharing Benefits that are credited to the Excess Profit Sharing Sub-Accounts shall be
for the 2007 Plan Year.




          SECTION 3.3 Basic and Additional Excess 401(k) Benefits.





               (a) Amount of Excess 401(k) Benefits. Each 401(k) Employee who is a Participant, may,
prior to the first day of any Plan Year prior to 2008, by completing an approved deferral election
form, direct the Company to reduce his Compensation for such Plan Year by the difference between
(i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the
Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for
him to the Savings Plan for such Plan Year by reason of the application of the limitations imposed
under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code (which amounts shall be referred to as
the “Excess 401(k) Benefits”). Notwithstanding the



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foregoing, no additional Excess 401(k) Benefits shall be credited to the Excess 401(k)
Sub-Accounts after December 31, 2007.




               (b) Classification of Excess 401(k) Benefits. The Excess 401(k) Benefits for a
particular Plan Year shall be calculated monthly and shall be further divided into the “Basic
Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:




               (i) The Basic Excess 401(k) Benefits shall be determined by multiplying each Excess
401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of
Compensation elected to be deferred in the deferral election form for such Plan Year or 7%
and the denominator of which is the percentage of Compensation elected to be deferred; and




               (ii) The Additional Excess 401(k) Benefits (if any) shall be determined by multiplying
such Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of
(1) the percentage of Compensation elected to be deferred in the deferral election form for
such Plan Year over (2) 7%, and the denominator of which is the percentage of Compensation
elected to be deferred.




The Basic Excess 401(k) Benefits shall be credited to the Basic Excess 401(k) Sub-Account under
this Plan and the Additional Excess 401(k) Benefits shall be credited to the Additional Excess
401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be
referred to collectively as the “Excess 401(k) Sub-Account.”




               (c) Consequences of Deferral Election. Any direction by a Participant to defer
Compensation under Subsection (a) shall be effective with respect to Compensation otherwise payable
to the Participant during the Plan Year for which the deferral election form is in effect, and the
Participant shall not be eligible to receive such Compensation. Instead, such amounts shall be
credited to the Participant’s Basic and Additional Excess 401(k) Sub-Accounts (as applicable). Any
such direction shall be irrevocable with respect to Compensation earned for such Plan Year, but
shall have no effect on Compensation that is earned in subsequent Plan Years. A new deferral
election will be required for each Plan Year; provided, however, that no new deferral elections
shall be permitted under the Plan for Plan Years beginning on or after January 1, 2008.



          SECTION 3.4 Excess Matching Benefits. For periods prior to January 1, 2005, the
Excess Matching Sub-Accounts of 401(k) Employees were credited with an amount equal to the
Post-1994 Matching Employer Contributions attributable to the Basic Excess 401(k) Benefits that he
was prevented from receiving under the Savings Plan because of the limitations imposed under Code
Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) (collectively, the “Excess Matching Benefits”).
        .




          SECTION 3.5 Employer Added Benefits. The Company shall credit to a Sub-Account (the
“Excess Employer Added Sub-Account”) established for each Participant who is an Employer Added
Employee, an amount equal to the excess, if any, of (i) the amount of the Company’s Retirement
Contributions that would have been made to the profit sharing portion of the Savings Plan on behalf
of the Participant if (1) such Plan did not contain the limitations imposed




7









 







under Sections 401(a)(17) and 415 of the Code and (2) the term “Compensation” (as defined in
Section 2.7 hereof) were used for purposes of determining the amount of Retirement Contributions
under the Savings Plan, over (ii) the amount of the Company’s Retirement Contribution which is
actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess
Employer Added Benefits”). Notwithstanding the foregoing, the last Excess Employer Added Benefits
that are credited to the Excess Employer Added Sub-Accounts shall be for the 2007 Plan Year.




          SECTION 3.6 Participant’s Account. The Company shall establish and maintain on its
books an Account for each Participant which shall contain the following entries:





               (a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits
described in Section 3.2, which shall be credited to the Sub-Account at the time the Profit Sharing
Contributions are otherwise credited to Participants’ Accounts under the Savings Plan;




               (b) Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Basic
and Additional Excess 401(k) Benefits described in Section 3.3, which shall be credited to the
Sub-Account when a 401(k) Employee is prevented from making a Before-Tax Contribution under the
Savings Plan;




               (c) Credits to an Excess Matching Sub-Account for the Excess Matching Benefits described in
Section 3.4, which were credited to the Sub-Account when a 401(k) Employee was prevented from
receiving Post-1994 Matching Employer Contributions under the Savings Plan;




               (d) Credits to an Excess Employer Added Sub-Account for the Excess Employer Added Benefits
described in Section 3.5, which shall be credited to the Sub-Account when an Employer Added
Employee is prevented from receiving Retirement Contributions under the Savings Plan;




               (e) Credits to all such Sub-Accounts for the earnings described in Article IV, which shall
continue until the Sub-Accounts have been distributed to the Participant or his Beneficiary; and




               (f) Debits for any distributions made from such Sub-Accounts.




               (g) For administrative and recordkeeping purposes, the Company shall make the above-described
credits and debits to the Participant’s Pre-2005 Sub-Accounts or Post-2004 Sub-Accounts, as
applicable.




               The Company has also established a “notional account” in the name of each Cash Balance
Employee to reflect the Excess Pension Benefits payable to such Employees.



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ARTICLE IV

EARNINGS




          SECTION 4.1 Earnings For Periods Before January 1, 2008.





               (a) Basic 401(k) and Matching Sub-Accounts and Profit Sharing Sub-Accounts. Except as
otherwise described in the Plan, for periods prior to January 1, 2008, at the end of each calendar
month during a Plan Year, the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account
and the Excess Matching Sub-Account of each Participant shall be credited with an amount determined
by multiplying such Participant’s average Sub-Account balance during such month by the blended rate
earned during such month by the Fixed Income Fund. Notwithstanding the foregoing, in the event
that the ROTCE Rate determined for such Plan Year exceeds the rate credited to the Sub-Accounts
under the preceding sentence, such Sub-Accounts shall retroactively be credited with the difference
between (1) the amount determined under the preceding sentence, and (2) the amount determined by
multiplying the Participant’s average Sub-Account balance during each month of such Plan Year by
the ROTCE Rate determined for such Plan Year, compounded monthly. The ROTCE Rate calculation
described in the preceding sentence shall be made during the month in which the Participant
terminates employment and shall be based on the year-to-date ROTCE Rate for the month ending prior
to the date the Participant terminated employment, as calculated by the Company. For any
subsequent month, such ROTCE Rate calculation shall not apply. The Fixed Income Fund calculation
described above for the month in which the Participant receives a distribution from his Sub-Account
shall be based on the blended rate earned during the preceding month by the Fixed Income Fund.




               (b) Additional Excess 401(k) and Employer Added Sub-Accounts. Except as otherwise
described in the Plan, for periods prior to January 1, 2008, at the end of each calendar month
during a Plan Year, the Additional Excess 401(k) Sub-Account and the Employer Added Sub-Account of
each Participant shall be credited with an amount determined by multiplying such Participant’s
average Sub-Account balance during such month by the blended rate earning during such month by the
Fixed Income Fund. The earnings calculation for the month in which the Participant receives a
distribution from his Sub-Account shall be based on the blended rate earned during the preceding
month by the Fixed Income Fund.



          SECTION 4.2 Earnings for Periods on or After January 1, 2008.





               (a) Excess Cash Balance Sub-Account. No interest shall be credited on Participant’s
Excess Cash Balance Sub-Accounts for periods on or after January 1, 2008.




               (b) Other Sub-Accounts of non-Covered Employees. Except as otherwise described in the
Plan, at the end of each calendar month during 2008, the Sub-Accounts of each Participant who is a
non-Covered Employee (other than the Excess Cash Balance Sub-Account) shall be credited with an
amount determined by multiplying such Participant’s average Sub-Account balance during such month
by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the
foregoing, no earnings shall be credited for the month in which the Participant receives the
distribution of his Sub-Accounts.



9









 






               (c) Other Sub-Accounts of Covered Employees. Except as otherwise described in the
Plan, at the end of each calendar month during a Plan Year, the Sub-Accounts of each Participant
who is a Covered Employee (other than the Excess Cash Balance Sub-Account) shall be credited with
an amount determined by multiplying such Participant’s average Sub-Account balance during such
month by the blended rate earning during such month by the Fixed Income Fund. Notwithstanding the
foregoing:




               (i) No earnings shall be credited for the month in which the Participant receives the
distribution of the principle amount of his Sub-Accounts.




               (ii) In the event that the ROTCE Table Rate determined for such Plan Year exceeds the
Fixed Income Fund rate credited to the Sub-Accounts, the Excess Profit Sharing Sub-Account,
Basic Excess 401(k) Sub-Account and Excess Matching Sub-Account of the Participants who are
Covered Employees shall retroactively be credited with the difference between (1) the Fixed
Income Fund rate and (2) the amount determined by multiplying the average balance of such
Sub-Accounts during each month of such Plan Year by the ROTCE Table Rate determined for such
Plan Year, compounded monthly. The ROTCE Table Rate calculation described in the preceding
sentence shall be made during the month in which the Participant incurs a Termination of
Employment and shall be based on the year-to-date ROTCE Table Rate for the month ending
prior to the date of Termination, as calculated by the Company.



          SECTION 4.3 Changes in/Limitations on Earnings Assumptions.





               (a) The Company may change the earnings rate credited to Accounts hereunder at any time upon
at least 30 days advance notice to Participants. Changes made prior to January 1, 2008 must be
ratified or confirmed by the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”).
Changes made on or after January 1, 2008 must be ratified or confirmed by the Compensation
Committee.




               (b) Notwithstanding any provision of the Plan to the contrary, in no event will earnings on
Accounts for a Plan Year be credited at a rate which exceeds 14%.



ARTICLE V

VESTING




          SECTION 5.1 Vesting. A Participant shall always be 100% vested in all amounts
credited to his Account hereunder and in his Excess Pension Benefits.




ARTICLE VI

DISTRIBUTION OF BENEFITS




          SECTION 6.1 Excess Pension Benefits. The Cash Balance Employees (or their
Beneficiary(ies), if applicable) shall automatically receive a payment of the December 31, 2007
balance of their Excess Cash Balance Sub-Account in the form of a single lump sum payment during
the period from January 1, 2008 through January 31, 2008.




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          SECTION 6.2 Payment of Non-Excess Cash Balance Sub-Accounts — Prior Elections Void.
All Participant elections regarding the time and form of payment of all Sub-Accounts under prior
Plan documents, including elections made by terminated Participants, shall be void and of no
further force and effect as of the close of business on December 31, 2007.




          SECTION 6.3 Time and Form of Payment of Non-Excess Cash Balance Sub-Accounts to
Non-Covered Employees. Except as specified in Section 6.1, all remaining amounts allocated to
the Account of a Participant who is not a Covered Employee shall automatically be paid to the
Participant (or his Beneficiary, if applicable) in the form of a single lump sum payment during the
period from January 1, 2008 through April 30, 2008.




          SECTION 6.4 Time and Form of Payment of Non-Cash Balance Sub-Accounts to Covered
Employees.





               (a) Except as specified in Subsection (b) or Sections 6.1 and 6.5, all remaining amounts
allocated to the Account of a Participant who is a Covered Employee shall be paid to the
Participant (or his Beneficiary, if applicable) in accordance with the following rules: (i) his
Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits
and ROTCE Rate earnings for 2007) shall automatically be paid in the form of a single lump sum
payment on the date of his Termination of Employment and (ii) the earnings that are credited to his
Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall
automatically be paid in the form of annual lump sum payments during the period from January
1st through March 15th of the immediately following Plan Year.
Notwithstanding the foregoing, during the Plan Year in which a Covered Employee receives the
payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, such
Covered Employee shall also receive payment of the pro-rata earnings for such Plan Year (calculated
through the last day of the month prior to the payment date) and the corresponding 15% uplift at
the same time that the Covered Employee receives payment of such frozen Account balance.




               (b) Notwithstanding the foregoing, in the event of a Change in Control, all remaining amounts
allocated to the Account of a Participant who is a Covered Employee shall be paid in the form of a
lump sum payment during the period that is thirty days prior to, or within two (2) business days
after, the date of the Change in Control, as determined by the Compensation Committee.



          SECTION 6.5 Other Payment Rules and Restrictions.





	 	(a)	 	Payments Violating Applicable Law.  Notwithstanding any provision of the Plan
to the contrary, the payment of all or any portion of the amounts payable hereunder will be
deferred to the extent that the Company reasonably anticipates that the making of such
payment would violate Federal securities laws or other applicable law (provided that the
making of a payment that would cause income taxes or penalties under the Code shall not be
treated as a violation of applicable law). The deferred amount shall become payable at the
earliest date at which the Company reasonably anticipates that making the payment will not
cause such violation.




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	 	(b)	 	Delayed Payments Due to Solvency Issues. Notwithstanding any provision of the
Plan to the contrary, the Company shall not be required to make any payment hereunder to
any Participant or Beneficiary if the making of such payment would jeopardize the ability
of the Company to continue as a going concern; provided that any missed payment is made
during the first calendar year in which the funds of the Company are sufficient to make the
payment without jeopardizing the going concern status of the Company.
	 
	 	(c)	 	Key Employees. Notwithstanding any provision of the Plan to the contrary,
distributions to Key Employees made on account of a Termination of Employment may not be
made before the 1st day of the 7th month following such Termination
of Employment (or, if earlier, the date of death) except for payments made on account of
(i) a domestic relations order (as specified in Section 8.5) or (ii) a conflict of interest
or the payment of FICA taxes (as specified in Subsection (e) below). Any Benefits that are
otherwise payable to the Key Employee during the 6-month period following his Termination
of Employment shall be accumulated and paid in a lump sum make-up payment within 10 days
following the 1st day of the 7th month following such Termination of
Employment.
	 
	 	(d)	 	Time of Payment/Processing. Except as described in Sections 6.4(b) and 6.5(c),
all payments under the Plan shall be made on, or within 90 days of, the specified payment
date.
	 
	 	(e)	 	Acceleration of Payments. Notwithstanding any provision of the Plan to the
contrary, to the extent permitted under Code Section 409A and the treasury regulations
issued thereunder, payments hereunder may be accelerated (i) to the extent necessary to
comply with federal, state, local or foreign ethics or conflicts of interest laws or
agreements or (ii) to the extent necessary to pay the FICA taxes imposed on Benefits
hereunder under Code Section 3101, and the income withholding taxes related thereto.
Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the
requirements of Code Section 409A; provided that the amount of such payment may not exceed
the amount required to be included as income as a result of the failure to comply with Code
Section 409A.
	 
	 	(f)	 	Withholding/Taxes. All amounts payable under the Plan shall be reduced by any
applicable employment or income taxes.





ARTICLE VII

BENEFICIARIES




          SECTION 7.1 Beneficiary Designations. A designation of a Beneficiary hereunder may
be made only by an instrument (in form acceptable to the Plan Administrator) signed by the
Participant and filed with the Plan Administrator prior to the Participant’s death. Separate
Beneficiary designations may be made for (a) the Excess 401(k) and Excess Matching Sub-Accounts,
(b) the Excess Profit Sharing Sub-Account, (c) the Excess Employer Added Sub-Account and (d) the
Excess Pension Benefits. In the absence of such a designation and at any other time when there is
no existing Beneficiary designated hereunder, (i) the Beneficiary of a Participant for




12









 







his Excess Pension Benefits shall be his beneficiary under the Cash Balance Plan and (ii) the
Beneficiary of a Participant for his Account shall be his Beneficiary under the Savings Plan. A
person designated by a Participant as his Beneficiary who or which ceases to exist shall not be
entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless
the Participant’s designation specifically provided to the contrary. If two or more persons
designated as a Participant’s Beneficiary are in existence with respect to a single Excess
Retirement Benefit the amount of any payment to the Beneficiary under this Plan shall be divided
equally among such persons unless the Participant’s designation specifically provides for a
different allocation.




          SECTION 7.2 Change in Beneficiary. (a) Anything herein or in the Qualified Plans to
the contrary notwithstanding, a Participant may, at any time and from time to time, change a
Beneficiary designation hereunder without the consent of any existing Beneficiary or any other
person. A change in Beneficiary hereunder may be made regardless of whether such a change is also
made under the applicable underlying Qualified Plan. In other words, the Beneficiary hereunder
need not be the same as under the applicable underlying Qualified Plan.





               (b) Any change in Beneficiary shall be made by giving written notice thereof to the Plan
Administrator and any change shall be effective only if received by the Plan Administrator prior to
the death of the Participant.



          SECTION 7.3 Distributions to Beneficiaries. The Excess Pension Benefit and all other
Excess Retirement Benefits payable to a Beneficiary under this Plan shall be paid in a lump sum
payment in accordance with the rules described in Article VI.




ARTICLE VIII

MISCELLANEOUS




          SECTION 8.1 Liability of Company. Nothing in this Plan shall constitute the creation
of a trust or other fiduciary relationship between the Company and any Participant, Beneficiary or
any other person.




          SECTION 8.2 Limitation on Rights of Participants and Beneficiaries — No Lien. The
Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to
create a trust or lien in favor of any Participant or Beneficiary on any assets of the Company.
The Company shall have no obligation to purchase any assets that do not remain subject to the
claims of the creditors of the Company for use in connection with the Plan. No Participant or
Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership
interest in, any assets of the Company prior to the time that such assets are paid to the
Participant or Beneficiary as provided herein. Each Participant and Beneficiary shall have the
status of a general unsecured creditor of the Company.




          SECTION 8.3 No Guarantee of Employment. Nothing in this Plan shall be construed as
guaranteeing future employment to Participants. A Participant continues to be an Employee of the
Company solely at the will of the Company subject to discharge at any time, with or without cause.




13









 








          SECTION 8.4 Payment to Guardian. If a Benefit payable hereunder is payable to a
minor, to a person declared incompetent or to a person incapable of handling the disposition of his
property, the Plan Administrator may direct payment of such benefit to the guardian, legal
representative or person having the care and custody of such minor, incompetent or person. The
Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as
it may deem appropriate prior to distribution of the benefit. Such distribution shall completely
discharge the Company from all liability with respect to such Benefit.




          SECTION 8.5 Assignment. No right or interest under this Plan of any Participant or
Beneficiary shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the
foregoing, the Plan Administrator shall honor a judgment, order or decree from a state domestic
relations court which requires the payment of part or all or a Participant’s or Beneficiary’s
interest under this Plan to an “alternate payee” as defined in Code Section 414(p).




          SECTION 8.6 Severability. If any provision of this Plan or the application thereof
to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the
remainder of the Plan and the application of such provision to other circumstances or persons shall
not be affected thereby.




          SECTION 8.7 Effect on other Benefits. Benefits payable to or with respect to a
Participant under the Qualified Plans or any other Company-sponsored (qualified or nonqualified)
plan, if any, are in addition to those provided under this Plan.




          SECTION 8.8 Liability for Payment/Expenses. The Company shall be liable for the
payment of the Excess Benefits which are payable hereunder to the Participants. Expenses of
administering the Plan shall be paid by the Company.




ARTICLE IX

ADMINISTRATION OF PLAN




          SECTION 9.1 Administration. (a) In general. The Plan shall be administered
by the Plan Administrator. The Plan Administrator shall have discretion to interpret where
necessary all provisions of the Plan (including, without limitation, by supplying omissions from,
correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the
Plan), to make factual findings with respect to any issue arising under the Plan, to determine the
rights and status under the Plan of Participants, or other persons, to resolve questions (including
factual questions) or disputes arising under the Plan and to make any determinations with respect
to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the
purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is
hereby granted the authority (i) to determine whether a particular Employee is a Participant, and
(ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the
amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any
person hereunder shall be final and binding on all persons, subject only to the provisions of
Sections 9.3 and 9.4 hereof.




14









 




               (b) Delegation of Duties. The Plan Administrator may delegate any of its
administrative duties, including, without limitation, duties with respect to the processing,
review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator
or administrators.



          SECTION 9.2 Regulations. The Plan Administrator shall promulgate any rules and
regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the
provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be
contrary to the provisions of the Plan. The rules, regulations and interpretations made by the
Plan Administrator shall, subject only to the provisions of Sections 9.3 and 9.4 hereof, be final
and binding on all persons.




          SECTION 9.3 Claims Procedures. The Plan Administrator shall determine the rights of
any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not
received the Excess Retirement Benefits to which he is entitled under the Plan must file a claim in
writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the
receipt of a claim (plus an additional period of 90 days if required for processing, provided that
notice of the extension of time is given to the claimant within the first 90 day period), either
allow or deny the claim in writing.





               A written denial of a claim by the Plan Administrator, wholly or partially, shall be written
in a manner calculated to be understood by the claimant and shall include:




	 	(a)	 	the specific reasons for the denial;
	 
	 	(b)	 	specific reference to pertinent Plan provisions on which the
denial is based;
	 
	 	(c)	 	a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
	 
	 	(d)	 	an explanation of the claim review procedure and the time
limits applicable thereto (including a statement of the claimant’s right to
bring a civil action under Section 502(a) of ERISA following an adverse benefit
determination on review).






               A claimant whose claim is denied (or his duly authorized representative) may within 60 days
after receipt of denial of a claim file with the Plan Administrator a written request for a review
of such claim. If the claimant does not file a request for review of his claim within such 60-day
period, the claimant shall be deemed to have acquiesced in the original decision of the Plan
Administrator on his claim. If such an appeal is so filed within such 60 day period, the
Compensation Committee shall conduct a full and fair review of such claim. During such review, the
claimant shall be given the opportunity to review documents that are pertinent to his claim and to
submit issues and comments in writing. For this purpose, the Compensation Committee shall have the
same power to interpret the Plan and make findings of fact thereunder as is given to the Plan
Administrator under Section 9.1(a) above.



15









 






               The Compensation Committee shall mail or deliver to the claimant a written decision on the
matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt
of the request for review (unless special circumstances require an extension of up to 60 additional
days, in which case written notice of such extension shall be given to the claimant prior to the
commencement of such extension). Such decision shall be written in a manner calculated to be
understood by the claimant, shall state the specific reasons for the decision and the specific Plan
provisions on which the decision was based and shall, to the extent permitted by law, be final and
binding on all interested persons. In addition, the notice of adverse determination shall also
include statements that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of all documents, records and other information relevant to the
claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under
Section 502(a) of ERISA.



          SECTION 9.4 Revocability of Action/Recovery. Any action taken by the Plan
Administrator, the Company or the Compensation Committee with respect to the rights or benefits
under the Plan of any person shall be revocable as to payments not yet made to such person, and
acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement
to the Plan Administrator’s, the Company’s or the Compensation Committee’s making any appropriate
adjustments in future payments to such person (or to recover from such person) any excess payment
or underpayment previously made to him.




          SECTION 9.5 Amendment. The Company (with the approval or ratification of the
Compensation Committee) may at any time amend any or all of the provisions of this Plan, except
that, without the prior written consent of the affected Participant, no such amendment (a) may
reduce the amount of any Participant’s Excess Retirement Benefit as of the date of such amendment,
(b) may suspend the crediting of earnings on the balance of a Participant’s Account, until the last
day of the month prior to the date the entire balance of such Account has been distributed or (c)
may alter the time of payment provisions of Article VI of the Plan, except for any amendments that
(i) are required to bring such provisions into compliance with the requirements of Code Section
409A or (ii) accelerate the time of payment in a manner permitted by Code Section 409A.
Notwithstanding the foregoing, the Company (with the approval or ratification of the Compensation
Committee) specifically reserves the right to change or suspend the amount of the uplift described
in Section 6.4(a) hereof at any time. Any amendment shall be in the form of a written instrument
executed by an officer of the Company on the order of the Compensation Committee. Subject to the
foregoing provisions of this Section, such amendment shall become effective as of the date
specified in such instrument or, if no such date is specified, on the date of its execution.




          SECTION 9.6 Termination. The Company has taken action to terminate (i) the Excess
Pension Benefit portion of the Plan effective December 31, 2007 and (ii) the non-Excess Pension
Benefit portion of the Plan applicable to non-Covered Employees during 2008 after the final payment
has been made. In addition, the Company, in its sole discretion, may terminate the remainder of
this Plan at any time and for any reason whatsoever, except that, without the prior written consent
of the affected Covered Employee, no such termination may violate any of the protections described
in Section 9.5 hereof. Any such termination shall be expressed in the form of a written instrument
executed by an officer of the Company on the order of the Compensation Committee. Subject to the
foregoing provisions of this Section, such termination shall become




16









 







effective as of the date specified in such instrument or, if no such date is specified, on the
date of its execution. Written notice of any termination shall be given to the Participants at a
time determined by the Plan Administrator. In the event of such termination, the Company may
require the immediate payment of all Excess Retirement Benefits in the form of a lump sum.





               Executed, this 14th day of December, 2007.



	 	 	 	 	 
	 	HAMILTON BEACH BRANDS, INC.

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



17









 






	 	 	 	 	 



Appendix A. Change in Control. 






Change in Control. The term “Change in Control” shall mean the occurrence of any of the
events listed in I or II, below; provided that such occurrence occurs on or after January 1,
2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any
successor or replacement thereto) with respect to a Participant:




	 	I. i.	 	Any “Person” (as such term is used in Sections 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than one or more Permitted Holders (as defined below), is or
becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the
Exchange Act), directly or indirectly, of more than 50% of the combined voting
power of the then outstanding voting securities of a Related Company (as
defined below) entitled to vote generally in the election of directors (the
“Outstanding Voting Securities”), other than any direct or indirect
acquisition, including but not limited to an acquisition by purchase,
distribution or otherwise, of voting securities by any Person pursuant to an
Excluded Business Combination (as defined below); or
	 
	 	  ii.	 	The consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of
the assets of any Related Company or the acquisition of assets of another
corporation, or other transaction involving a Related Company (“Business
Combination”) excluding, however, such a Business Combination pursuant to
which either of the following apply (such a Business Combination, an
“Excluded Business Combination”) (A) a Business Combination involving
Housewares Holding Co. (or any successor thereto) that relates solely to
the business or assets of The Kitchen Collection, Inc. (or any successor
thereto) or (B) a Business Combination pursuant to which the individuals
and entities who beneficially owned, directly or indirectly, more than 50%
of the combined voting power of any Related Company immediately prior to
such Business Combination beneficially own, directly or indirectly, more
than 50% of the combined voting power of the then Outstanding Voting
Securities of the entity resulting from such Business Combination
(including, without limitation, an entity that as a result of such
transaction owns any Related Company or all or substantially all of the
assets of any Related Company, either directly or through one or more
subsidiaries).
	 
	 	II. i.	 	Any “Person” (as such term is used in Sections
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), other than one or more Permitted Holders, is or becomes the
“beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act),
directly or indirectly, of more than 50% of the combined voting power of the
then Outstanding Voting Securities of NACCO Industries, Inc. (“NACCO”), other
than any direct or indirect acquisition, including but not limited to an
acquisition by purchase, distribution or otherwise, of voting securities:






	 	(A)	 	directly from NACCO that is approved by a majority
of the Incumbent Directors (as defined below); or




18









 












	 	(B)	 	by any Person pursuant to an Excluded NACCO
Business Combination (as defined below);






	 	 	 	provided, that if at least a majority of the individuals who constitute
Incumbent Directors determine in good faith that a Person has become the
“beneficial owner"(as defined in Rules 13d-3 and 13d-5 of the Exchange Act)
of more than 50% of the combined voting power of the Outstanding Voting
Securities of NACCO inadvertently, and such Person divests as promptly as
practicable a sufficient number of shares so that such Person is the
“beneficial owner"(as defined in Rules 13d-3 and 13d-5 of the Exchange Act)
of 50% or less of the combined voting power of the Outstanding Voting
Securities of NACCO, then no Change in Control shall have occurred as a
result of such Person’s acquisition; or






	 	ii.	 	a majority of the Board of Directors of NACCO ceases to
be comprised of Incumbent Directors; or
	 
	 	iii.	 	the consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of
the assets of NACCO or the acquisition of assets of another corporation, or
other transaction involving NACCO (“NACCO Business Combination”) excluding,
however, such a Business Combination pursuant to which both of the
following apply (such a Business Combination, an “Excluded NACCO Business
Combination”):






	 	(A)	 	the individuals and entities who beneficially
owned, directly or indirectly, NACCO immediately prior to such NACCO
Business Combination beneficially own, directly or indirectly, more
than 50% of the combined voting power of the then Outstanding Voting
Securities of the entity resulting from such NACCO Business Combination
(including, without limitation, an entity that as a result of such
transaction owns NACCO or all or substantially all of the assets of
NACCO, either directly or through one or more subsidiaries); and
	 
	 	(B)	 	at the time of the execution of the initial
agreement, or of the action of the Board of Directors of NACCO,
providing for such NACCO Business Combination, at least a majority of
the members of the Board of Directors of NACCO were Incumbent Directors.






	 	III.	 	 Definitions. The following terms as used herein shall be
defined as follow:






	 	1.	 	“Incumbent Directors” means the individuals
who, as of December 31, 2007, are Directors of NACCO and any individual
becoming a Director subsequent to such date whose election, nomination for
election by NACCO’s stockholders, or appointment, was approved by a vote of
at least a majority of the then Incumbent Directors (either by a specific
vote or by approval of the proxy statement of NACCO in which such person is
named as a nominee for director, without objection to such nomination);
provided, however, that an individual shall not be an
Incumbent Director if such individual’s election or appointment to the
Board of Directors of NACCO occurs as a result of an actual or threatened
election contest (as described in Rule 14a-12(c) of the Exchange Act) with
respect to the election or removal of directors or other actual or
threatened solicitation of




19









 






	 	 	 	proxies or consents by or on behalf of a person other than the Board of
Directors of NACCO.






	 	2.	 	“Permitted Holders” shall mean, collectively,
(i) the parties to the Stockholders’ Agreement, dated as of March 15, 1990,
as amended from time to time, by and among National City Bank, (Cleveland,
Ohio), as depository, the Participating Stockholders (as defined therein)
and NACCO; provided, however, that for purposes of this definition only,
the definition of Participating Stockholders contained in the Stockholders’
Agreement shall be such definition in effect of the date of the Change in
Control, (ii) any direct or indirect subsidiary of NACCO and (iii) any
employee benefit plan (or related trust) sponsored or maintained by NACCO
or any direct or indirect subsidiary of NACCO.
	 
	 	3.	 	“Related Company” means Hamilton Beach Brands,
Inc. and its successors (“HB”), any direct or indirect subsidiary of HB and
any entity that directly or indirectly controls HB.






20