EX-10.8



 





Exhibit 10.8




THE HAMILTON BEACH BRANDS, INC.

EXCESS RETIREMENT PLAN

(Effective January 1, 2008)





 









 








HAMILTON BEACH BRANDS, INC.

EXCESS RETIREMENT PLAN




          Hamilton Beach Brands, Inc. (the “Company”) does hereby adopt the Hamilton Beach Brands, Inc.
Excess Retirement Plan to read as follows:




ARTICLE I

PREFACE




          SECTION 1.1 Effective Date. The effective date of this Plan is January 1, 2008.




          SECTION 1.2 Purpose of the Plan. The purpose of this Plan is to provide for certain
Employees the benefits they would have received under the Savings Plan but for (i) the limitations
imposed under Sections 401(a)(17) and 415 of the Code or (ii) the limitations on Profit Sharing
Contributions that apply to Highly Compensated Employees.




          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. The Plan is intended to be exempt from the
requirements of Section 409A of the Code and applicable Treasury Regulations issued thereunder and
shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding
the foregoing, the Company does not guarantee to Participants or Beneficiaries any particular tax
result with respect to any amounts deferred or any payments provided hereunder, including tax
treatment under Code Section 409A.




ARTICLE II

DEFINITIONS




          Except as otherwise provided in this Plan, terms defined in the Savings Plan as it 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 3.3 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 Company shall mean Hamilton Beach Brands, Inc.




          SECTION 2.4 Compensation. The term “Compensation” shall have the same meaning as
under the Savings Plan, except that Compensation shall be deemed to include amounts in excess of
the limitation imposed by Code Section 401(a)(17).




          SECTION 2.5 Compensation Committee shall mean the Compensation Committee of the Board
of Directors of the Company or an authorized sub-committee thereof.




          SECTION 2.6 Employer Added Employee shall mean a participant in the Savings Plan who
is eligible for Retirement Contributions.




          SECTION 2.7 Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing
Benefit or an Excess Employer Added Benefit (as described in Article III) which is payable to or
with respect to a Participant under this Plan.




          SECTION 2.8 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 by the
NACCO Industries, Inc. Retirement Funds Investment Committee as the successor to such fund




          SECTION 2.9 Participant.





          (a) For purposes of Section 3.1 of the Plan, the term “Participant” shall mean a Profit
Sharing Employee whose Post-1996 Profit Sharing Contributions for a Plan Year are limited by (i)
the application of Section 401(a)(17) or 415 of the Code or (ii) are reduced as a result of the
limits that apply to Highly Compensated Employees under the terms of the Savings Plan.




          (b) For purposes of Section 3.2 of the Plan, the term “Participant” shall mean an Employer
Added Employee whose Retirement Contributions for a Plan Year are limited by the application of
Section 401(a)(17) or 415 of the Code.



          SECTION 2.10 Plan shall mean the Hamilton Beach Brands, Inc. Excess Retirement Plan as
herein set forth or as duly amended.




          SECTION 2.11 Plan Administrator shall mean the Administrative Committee appointed
under the Savings Plan.




          SECTION 2.12 Plan Year shall mean the calendar year.




          SECTION 2.13 Profit Sharing Employee shall mean a participant in the Savings Plan who
is eligible for Post-1996 Profit Sharing Contributions.




          SECTION 2.14 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 2.15 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




          SECTION 3.1 Excess Profit Sharing Benefits. Effective for Plan Years commencing on or
after January 1, 2008, 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 that would have been made to the profit sharing portion of the Savings Plan on behalf
of the Participant if such Plan did not contain (i) the limitations imposed under Sections
401(a)(17) and 415 of the Code and (ii) the limitations applicable to Highly Compensated Employees,
over (b) the amount of the Company’s Post-1996 Profit Sharing Contribution that is actually
made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit
Sharing Benefits”).




          SECTION 3.2 Employer Added Benefits. For Plan Years commencing on or after January 1,
2008, 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 such Plan did not
contain the limitations imposed under Sections 401(a)(17) and 415 of the Code, over (ii) the
amount of the Company’s Retirement Contribution that is actually made to the Savings Plan on behalf
of the Participant for such Plan Year (the “Excess Employer Added Benefits”).




          SECTION 3.3 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 3.1, 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 an Excess Employer Added Sub-Account for the Excess Employer Added Benefits
described in Section 3.2, which shall be credited to the Sub-Account when an Employer Added
Employee is prevented from receiving Retirement Contributions under the Savings Plan;




          (c) Credits to all such Sub-Accounts for the interest and the uplift described in Article IV;
and




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



 









 





ARTICLE IV

INTEREST AND UPLIFT




          SECTION 4.1 Amount of Interest. Subject to Section 4.3, at the end of each calendar
month, the Excess 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 earned during such month by the Fixed Income Fund. Notwithstanding the foregoing,
such interest credits shall cease as of the last day of the month prior to the date of the payment
of such Sub-Account




          SECTION 4.2 Uplift. In addition to the interest described in Section 4.1, the balance
in each Participant’s Sub-Accounts as of the last day of the month prior to the payment date
(including any interest credits for such month) shall be increased by an additional 15%.




          SECTION 4.3 Changes/Limitations.





          (a) At any time, the Company (with the approval or ratification of the Compensation Committee
may change or suspend (i) the interest rate credited to Sub-Accounts hereunder and/or (ii) the
amount of the uplift credited to Sub-Accounts hereunder.




          (b) Notwithstanding any provision of the Plan to the contrary, in no event will interest on
Accounts for a Plan Year under Section 4.1 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.



ARTICLE VI

DISTRIBUTION OF BENEFITS




          SECTION 6.1 Time and Form of Payment. All amounts credited to a Participant’s
Sub-Accounts for each Plan Year (including the Excess Profit Sharing Benefits, the interest and the
uplift for such Plan Year that are credited after the end of such Plan Year) shall automatically be
paid to the Participant (or his Beneficiary in the event of his death) in the form of a single lump
sum payment on March 15th of the immediately following such Plan Year.




ARTICLE VII

BENEFICIARY DESIGNATIONS




          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. A Participant must
designate a single Beneficiary (or set of Beneficiaries) for all collective Sub-Accounts hereunder.
In the absence of such a designation and at any other time when there is no existing Beneficiary
designated hereunder, 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 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. 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.




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.




          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 Savings Plan 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 that 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 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.





          (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.




          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) 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 may (i) reduce the amount
of any Participant’s Excess Retirement Benefit as of the date of such amendment or (ii) change the
payment provisions of Article VI except for changes that accelerate the payment of Benefits
hereunder or that are deemed necessary or desirable in order to bring such provisions into
compliance with the exceptions to Code Section 409A. 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 (with the approval or ratification of the
Compensation Committee), in its sole discretion, may terminate this Plan at any time and for any
reason whatsoever, except that, without the prior written consent of the affected Participant, no
such termination may (ii) reduce the amount of any Participant’s Excess Retirement Benefit as of
the date of such termination or (ii) change the payment provisions of Article VI except for changes
that accelerate the payment of Benefits hereunder. 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
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 accrued hereunder in the form of a single
lump sum payment.




          Executed, this 14th day of December, 2007.




	 	 	 	 	 
	 	HAMILTON BEACH BRANDS, INC.

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