EX-10.13



 





Exhibit 10.13







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)






1. Effective Date




     This amendment and restatement of the Hamilton Beach Brands, Inc. Long-Term Incentive
Compensation Plan (the “Plan”) shall be effective as of December 1, 2007; provided, however, that
certain provisions of the Plan are effective as of a prior date as indicated herein.


2. Purpose of the Plan




     For periods prior to January 1, 2008, the purpose of this Plan (and the Senior LTIP) was to
further the long-term profits and growth of Hamilton Beach Brands, Inc. (the “Company”) by enabling
the Employers to attract and retain key executive employees by offering long-term incentive
compensation to those key executive employees who will be in a position to make significant
contributions to such profits and growth. This incentive is in addition to annual compensation and
is intended to reflect growth in the value of the Company’s stockholders’ equity. For all purposes
other than the crediting of interest, the Plan shall be frozen effective December 31, 2007.


3. Application of Code Section 409A




     All amounts payable hereunder are subject to the provisions of Code Section 409A It is
intended that the compensation arrangements under the Plan be in full compliance with the
requirements of Code Section 409A. 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.


4. Definitions




     (a) “Account” shall mean the record maintained by the Company in accordance with Section 7 to
reflect the Participants’ Awards under this Plan (and the Hamilton Beach Brands, Inc. Senior
Executive Long-Term Incentive Compensation Plan (the “Senior LTIP”) which was merged into this Plan
effective as of the close of business on November 30, 2007) plus interest thereon. The Account
shall be further sub-divided in to the Sub-Accounts as described in Sections 7 and 8.



 









 





     (b) “Award” shall mean the award of Book Value Units that were granted to a Participant under
this Plan and the Senior LTIP for the pre-2007 Award Terms or the cash award granted to a
Participant under this Plan for the 2007 Award Term.



     (c) “Award Units” shall mean Book Value Units that were issued pursuant to this Plan, the
Senior LTIP and the Guidelines for the pre-2007 Award Terms.



     (d) “Award Term” shall mean the period of one or more years on which an Award is based. The
last Award Term shall be the 2007 calendar year.



     (e) “Beneficiary” shall mean the person(s) designated in writing (on a form acceptable to the
Committee) to receive the payment of all amounts hereunder in the event of the death of a
Participant. In the absence of such a designation and at anytime when there is no existing
Beneficiary hereunder, a Participant’s Beneficiary shall be his surviving legal spouse or, if none,
his estate.



     (f) “Book Value” as to any Book Value Unit shall mean an amount determined by the Committee
or, if no amount is set by the Committee, as of any date (i) the stockholders’ equity (as
determined in accordance with generally accepted accounting principles, applied on a consistent
basis) allocable to the Common Stock of the Company, as set forth on the balance sheet of the
Company as of the Quarter Date coincident with or immediately preceding such date, divided by (ii)
the number of Notional Shares existing as of such Quarter Date; provided, however, that Book Value
and/or the number of Notional Shares may be adjusted to such an extent as may be determined by the
Committee to preserve the benefit of the arrangement for holders of Book Value Units and the
Company, if in the opinion of the Committee, after consultation with the Company’s independent
public accountants, changes in the Company’s accounting policies, acquisitions or other unusual or
extraordinary items have materially affected the stockholders’ equity allocable to the Notional
Shares.



     (g) “Book Value Unit” or “Unit” shall mean a right previously granted under the Senior LTIP or
under the prior versions of this Plan for the pre-2007 Award Terms.



     (h) “Change in Control” shall mean the occurrence of an event described in Appendix A hereto.



     (i) “Code” shall mean the Internal Revenue Code of 1986, as amended.



     (j) “Committee” shall mean the Compensation Committee of the Board of Directors of Hamilton
Beach Brands, Inc. or any other committee appointed by such Board of Directors (or a subcommittee
thereof) to administer this Plan in accordance with Section 5.



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



     (l) “Disability” or “Disabled.” A Participant shall be deemed to have a “Disability” or be
“Disabled” if the Participant is determined to be totally disabled by the Social Security
Administration or if the Participant (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than 12 months, or
(ii) is, by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3 months under an
employer-sponsored accident and health plan.



     (m) “Fixed Income Fund” shall mean the Vanguard Retirement Savings Trust IV under the
Company’s qualified 401(k) plan or any equivalent fixed income fund thereunder which is designated
as the successor to such fund.



     (n) “Grant Date” shall mean the effective date of an Award, which is the January
1st following the end of an Award Term.



     (o) “Guidelines” shall mean the guidelines that are approved by the Committee for each Award
Term for the administration of the Awards granted under the Plan and the Senior LTIP. To the
extent that there is any inconsistency between the Guidelines and the Plan on matters other than
the time and form of payment of the Awards, the Guidelines shall control. If there is any
inconsistence between the Guidelines and this restated Plan document regarding the time and form of
payment of the Awards, this Plan document shall control.



     (p) “Hay Salary Grade” shall mean the salary grade or points assigned to a Participant by the
Employers pursuant to the Hay Salary System, or any successor salary system subsequently adopted by
the Employers; provided, however, that for purposes of determining Target Awards for U.S.
Participants, the midpoints of the National Salary ranges shall be used.



     (q) “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 Employers
and their affiliates, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii)
of the Code (without regard to Section 416(i)(5) thereof) 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




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	 	 	 	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 1.415(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.
	 
	 	•	 	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.





     (r) “Maturity Date” shall mean the date established under Section 10(a) of the Plan.



     (s) “Notional Shares” shall mean the number of assumed shares of Common Stock of the Company
as determined by the Committee from time to time in order to implement the purposes of the Plan.
The number of Notional Shares under the Plan (including the Plan as in effect prior to the
Effective Date) shall equal 15 million shares.



     (t) “Participant” shall mean any person who meets the eligibility criteria set forth in
Section 6 and who is granted an Award under the Plan or the Senior LTIP or a person who maintains
an Account balance hereunder.



     (u) “Quarter Date” shall mean the last business day of each calendar quarter. The final
Quarter Date hereunder shall be December 31, 2007.



     (v) “Retirement” or “Retire” shall mean the termination of a Participant’s employment with the
Employers after the Participant has reached age 55 and completed at least 5 years of service.



     (w) “ROTCE Table Rate” shall mean the interest rate determined under the annual ROTCE Table
that is adopted and approved by the Committee within the first 90 days of each calendar year.
Effective January 1, 2008, the ROTCE Table Rate in effect for a calendar year shall be used to
calculate the interest on the Participant’s Sub-Accounts under the Plan for such calendar year.



     (x) “Target Award” shall mean the dollar value of the Award to be paid to a Participant under
the Plan assuming that the applicable performance targets are met.



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     (y) “Termination of Employment” shall mean, with respect to any Participant’s relationship
with the Company and its affiliates, a separation from service as defined in Code Section 409A (and
the regulations and guidance issued thereunder).



     (z) “Subsidiary” shall mean any corporation, partnership or other entity, the majority of the
outstanding voting securities of which is owned, directly or indirectly, by the Company. The
Company and the Subsidiaries shall be referred to herein collectively as the “Employers.”


5. Administration




     (a) This Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the action of members of the Committee present at any meeting at which a
quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All
acts and decisions of the Committee with respect to any questions arising in connection with the
administration and interpretation of this Plan, including the severability of any or all of the
provisions hereof, shall be conclusive, final and binding upon the Company and all present and
former Participants, all other employees of the Company, and their respective descendants,
successors and assigns. No member of the Committee shall be liable for any such act or decision
made in good faith.



     (b) The Committee shall have complete authority to interpret all provisions of this Plan, to
prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend
and rescind general and special rules and regulations for its administration (including, without
limitation, the Guidelines), and to make all other determinations necessary or advisable for the
administration of this Plan.


6. Eligibility




     For periods prior to January 1, 2008, any person who is classified by the Employers as a
salaried employee of the Employers generally at a Hay Salary Grade of 17 or above (or a
compensation level equivalent thereto), who in the judgment of the Committee occupies an officer or
other key executive position in which his efforts may significantly contribute to the profits or
growth of the Employers, may be awarded Book Value Units; provided, however, that (a) directors of
the Company who are not classified as salaried employees of the Employers and (b) leased employees
(as such term is defined in Code Section 414) shall not be eligible to participate in the Plan.
A person who satisfies the requirements of this Section 6 shall become a Participant in the Plan
when granted an Award hereunder. No new Participants shall be added to the Plan for periods on or
after January 1, 2008.


7. Accounts; Conversion of Outstanding Book Value Units to Sub-Account Balances




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     (a) The Company shall establish and maintain on its books an Account for each Participant
which shall reflect the credits described in Section 7(c) and 8(d) hereof. Such Account shall also
reflect credits for the interest described in Section 10(b) and debits for any distributions
therefrom.



     (b) Participants in this Plan and the Senior LTIP previously received Awards with Grant Dates
of 1/1/04, 1/1/05, 1/1/06 and 1/1/07. Those Awards were previously converted to Book Value Units
in accordance with the terms of the Senior LTIP and the prior versions of the Plan. The
outstanding Book Value Units shall be converted to cash values (denominated in U.S. dollars) in
accordance with the following rules. The outstanding Book Value Units of Participants who incurred
a Termination of Employment for reasons other than Retirement or Disability prior to December 31,
2007 (the “Frozen Participants”) shall be multiplied by the Book Value in effect on the Quarter
Date coincident with or immediately preceding the date of their Termination of Employment to
determine a cash value. The outstanding Book Value Units of all other Participants (the
“Non-Frozen Participants”) shall be multiplied by the Book Value in effect on December 31, 2007 to
determine a cash value.



     (c) As of December 31, 2007, the cash values determined under Subsection (b) above shall be
credited to the Participants’ Accounts established under Subsection (a) above. Specifically, (i)
the cash values determined from the Awards with a Grant Date of 1/1/04 shall be credited to the
2004 Sub-Account, (ii) the cash values from the Awards with a Grant Date of 1/1/05 shall be
credited to the 2005 Sub-Account, (iii) the cash values determined from the Awards with a Grant
Date of 1/1/06 shall be credited to the 2006 Sub-Account and (iv) the cash values determined from
the Awards with a Grant Date of 1/1/07 shall be credited to the 2007 Sub-Account.


8. Granting of Awards for the 2007 Award Term




     The Committee may authorize the granting of Awards to Participants for the 2007 Award Term,
which shall be not inconsistent with, and shall be subject to all of the requirements of, the
following provisions:



     (a) Not later than the ninetieth day of the 2007 Award Term, the Committee approved (i) a
Target Award to be granted to each Participant for such year and (ii) a formula for determining the
amount of each 2007 Award, which formula is based upon the Company’s return on total capital
employed for the 2007 Award Term.



     (b) Effective no later than April 1, 2008, the Committee shall approve (i) a preliminary
calculation of the amount of each Award based upon the application of the formula (as in effect at
the calculation date) and actual Company performance to the Target Awards previously determined in
accordance with Section 8(a) and (ii) a final calculation of the amount of each Award to be granted
to each Participant for the 2007 Award Term



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(which Award shall have a Grant Date of 1/1/08). The
Committee shall have the power increase or decrease the
amount of any Award above or below the amount determined in accordance with the foregoing
provisions; provided, however, no 2007 Award, including any Award equal to the Target Award, shall
be payable under the Plan to any Participant except as determined by the Committee.




     (c) Calculations of Target Awards for the 2007 Award Term shall initially be based on a
Participant’s Hay Salary Grade as of January 1, 2007. However, Target Awards may be changed during
or after the Award Term under the following circumstances: (i) if a Participant receives a change
in Hay Salary Grade, salary midpoint and/or long-term incentive compensation target percentage,
such change will be reflected in a pro-rata Target Award, (ii) employees hired into or promoted to
a position eligible to participate in the Plan (as specified in Section 6 above) during an Award
Term will, if designated as a Plan Participant by the Committee, be assigned a pro-rated Target
Award based on their length of service during an Award Term and (iii) the Committee may increase or
decrease the amount of the Target Award at any time, in its sole and absolute discretion. In order
to be eligible to receive an Award for the 2007 Award Term, the Participant must be employed by the
Employers and must be a Participant on December 31, 2007. Notwithstanding the foregoing, if a
Participant dies, becomes Disabled or Retires during the 2007 Award Term, the Participant shall be
entitled to a pro-rata portion of the Award for such Award Term.



     (d) The 2007 Award shall be denominated in U.S. dollars. Upon approval by the Committee, the
Award shall be retroactively credited to the Participant’s 2008 Sub-Account as of January 1, 2008.
Notwithstanding any other provision of the Plan, the maximum cash value of the Awards granted to a
Participant under this Plan for the 2007 Award Term shall not exceed $2,250,000 or such lower
amount specified in the Guidelines.



     (e) Multiple Awards may be granted to a Participant; provided, however, that no two Awards to
a Participant may have identical performance periods.


9. Vesting




     All Awards granted hereunder shall be immediately 100% vested as of the Grant Date.
Participants shall be 100% vested in all amounts credited to their Accounts hereunder.



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10. Payment of Awards




     (a) Maturity Date.




     (i) Notwithstanding any provision of any prior version of the Plan, the Senior LTIP or
the Guidelines to the contrary, or any prior deferral election made by the Participants,
hereunder, the Maturity Date for each of the Participant’s Sub-Accounts shall be as follows:



	 	 	 	 	 
	 	 	Maturity Date for	 	Maturity Date for Covered
	Sub-Account	 	non-Covered Employees	 	Employees
	2004 Sub-Account

	 	January 1, 2008
	 	January 1, 2009
	2005 Sub-Account

	 	January 1, 2008
	 	January 1, 2010
	2006 Sub-Account

	 	January 1, 2009
	 	January 1, 2011
	2007 Sub-Account

	 	January 1, 2010
	 	January 1, 2012
	2008 Sub-Account

	 	January 1, 2011
	 	January 1, 2013







     (ii) Notwithstanding the foregoing, (A) in the event a Participant dies prior to the
applicable Maturity Date, the Maturity Date of the Participant’s entire Account balance shall
be the date of such Participant’s death, (B) in the event of a Change in Control prior to the
applicable Maturity Date, the Maturity Date of the Participant’s entire Account balance shall
be the date of the Change in Control, (C) in the event a Participant is classified by the
Committee as a non-resident alien with no US-earned income (a “Non-U.S. Participant”), the
Maturity Date of the Participant’s entire Account balance (or a designated portion thereof)
shall be the date determined by the Committee and (D) in the event a Participant incurs a
Termination of Employment as a result of becoming Disabled or Retirement prior to the
applicable Maturity Date, the Maturity Date of the Participant’s entire Account balance shall
be the date of his Disability or Retirement; provided, however, that if a Participant who
incurs a Termination of Employment on account of Disability or Retirement is a Key Employee,
the Participant’s Maturity Date shall be the 1st day of the 7th month
following the date of his Termination of Employment (or, if earlier, the date of the
Participant’s death).



     (b) Interest. No interest shall be credited to the Sub-Accounts of the Frozen
Participants. No interest shall be credited to the 2004 or 2005 Sub-Accounts of the Non-Frozen
Participants who are not Covered



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Employees. The remaining Sub-Accounts of the Non-Frozen Participants (including the 2004 and 2005
Sub-Accounts of the Covered Employees) shall be credited with interest as follows. At the end of
each month during a calendar year, such Sub-Accounts of the Non-Frozen Participants shall be
credited with an amount
determined by multiplying the 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 the ROTCE Table Rate determined for such calendar year exceeds the Fixed Income Fund
rate, such Sub-Accounts shall be retroactively credited with the difference (if any) between (i)
the ROTCE Table Rate and (ii) the Fixed Income Fund Rate, compounded monthly. In the event that a
Non-Frozen Participant incurs a Termination of Employment or 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 the date of Termination of Employment or the payment date (as
applicable) and shall be based on (i) the blended rate earned during the preceding month by the
Fixed Income Fund and/or (ii) the year-to-date ROTCE Table Rate as of such date, as calculated by
the Company, as applicable. No additional interest shall be credited to such Sub-Accounts,
except as described in Section 10(d)(ii) with respect to delayed payments made to Key Employees on
account of a Termination of Employment. The Committee may change the interest rate credited on
Accounts at any time. The Committee may change (or suspend) the interest rate credited on
Accounts hereunder at any time.




     (c) Payment Date, Form of Payment and Amount.




     (i) Payment Date and Form. The Participant’s Employer shall deliver to the
Participant (or, if applicable, his Beneficiary), a check in full payment of each Sub-Account
hereunder within 90 days of the applicable Maturity Date of such Sub-Account; provided,
however, that in the event of a Change in Control, such payments shall be made within 30 days
prior to, or within two (2) business days after, the Change in Control, as determined by the
Committee.




     (ii) Amount. Each Participant shall be paid the full value of each Sub-Account;
provided, however, that if a Participant who incurs a Termination of Employment on account of
Disability or Retirement is a Key Employee whose payment is delayed until the 1st
day of the 7th month following such Termination of Employment, such Participant’s
Sub-Accounts shall continue to be credited with interest (at the Fixed Income Fund rate) from
the date of such Termination of Employment through the last day of the month prior to the
actual payment date. Any amounts that would otherwise be payable to the Key Employee prior to
the 1st day of the 7th month following Termination of Employment shall
be accumulated and paid in a lump sum make-up payment within 10 days following such delayed
payment date. Amounts that are payable to Participants who are employed by Employers who are
not located in the United States



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shall be converted from U.S. dollars to local currency using
the applicable conversion rate in effect on the date the payment is processed.



     (d) Cancellation of Deferral Elections. As of September 30, 2007, Participants shall
not be entitled to make any deferral elections hereunder. In addition, any deferral elections
previously made under any prior
version of the Plan are hereby null and void and no longer effective as of such date;
provided, however, that if the cash value of any prior Awards was previously credited to an account
established for the Participant under The Hamilton Beach Brands, Inc. Unfunded Benefit Plan, such
amount shall be paid in accordance with the terms of such plan, as in effect from time to time.


11. Amendment, Termination and Adjustments




     (a) The Committee, in its sole and absolute discretion, may alter or amend this Plan from time
to time; provided, however, that no such amendment shall, without the written consent of a
Participant, (i) reduce a Participant’s Account balance as in effect on the date of the amendment,
(ii) reduce the amount of any outstanding Award or any Award Units as in effect on the date of the
amendment or (iii) alter the time of payment provisions described in Section 10 of the Plan except
for any amendments that accelerate the time of payment as permitted under Code Section 409A or are
required to bring such provisions into compliance with the requirements of Code Section 409A and
the regulations issued thereunder.



     (b) The Plan shall automatically terminate when the last Participant receives the last
remaining distribution from his Account hereunder. In addition, the Committee, in its sole and
absolute discretion, may terminate this Plan (or any portion thereof) at any earlier time; provided
that, without the written consent of a Participant, no such termination shall (i) reduce a
Participant’s Account balance as in effect on the date of the termination, (ii) reduce the amount
of any outstanding Award or any Award Units as in effect on the date of the termination or (iii)
alter the time of payment provisions described in Section 10 of the Plan, except for any
termination that accelerates the time of payment in a manner permitted under Code Section 409A.



     (c) Any amendment or termination of the Plan shall be in the form of a written instrument
executed by an officer of the Company on the order of the Committee. Such amendment or termination
shall become effective as of the date specified in the instrument or, if no such date is specified,
on the date of its execution.


12. General Provisions




     (a) No Right of Employment. Neither the adoption or operation of this Plan, nor any
document describing or referring to this Plan, or any part thereof, shall confer upon any employee
any right to continue in the employ of the Employers, or shall in any way affect the right and
power of the Employers to terminate the



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employment of any employee at any time with or without
assigning a reason therefor to the same extent as the Employers might have done if this Plan had
not been adopted.




     (b) Governing Law. The provisions of this Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia, except when preempted by federal law.



     (c) Expenses. Expenses of administering the Plan shall be paid by the Employers, as
directed by the Company.



     (d) Assignability. No Award granted to a Participant under this Plan and no Account
balance of a Participant under this Plan shall be transferable by him for any reason whatsoever 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;
provided, however, that upon the death of a Participant, any amounts payable hereunder shall be
paid to the Participant’s Beneficiary.



     (e) Taxes. There shall be deducted from each payment under the Plan the amount of any
tax required by any governmental authority to be withheld and paid over to such governmental
authority for the account of the person entitled to such payment.




	 	(f)	 	Limitation on Rights of Participants; No Trust.
	 
	 	 	 	No trust has been created by the Employers for the payment of any benefits under this
Plan; nor have the Participants been granted any lien on any assets of the Employers to
secure payment of such benefits. This Plan represents only an unfunded, unsecured
promise to pay by the Employer or former Employer of the Participant, and the
Participants and Beneficiaries are merely unsecured creditors of the Participant’s
Employer or former Employer.





     (g) Payment to Guardian. If an Award or Sub-Account balance is payable to a minor, to
a person declared incompetent or to a person incapable of handling the disposition of his property,
the Committee may direct payment of such Award and/or Sub-Account to the guardian, legal
representative or person having the care and custody of such minor, incompetent or person. The
Committee may require such proof of incompetency, minority, incapacity or guardianship as it may
deem appropriate prior to the distribution of such Award/Sub-Account. Such distribution shall
completely discharge the Employers from all liability with respect to such Award/Sub-Account.



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     (h) Miscellaneous.




     (i) Headings. Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and paragraphing shall not in
any case be deemed in any way material or relevant to the construction of this Plan or any
provisions thereof.




     (ii) Construction. The use of the masculine gender shall also include within its
meaning the feminine. The use of the singular shall also include within its meaning the
plural, and vice versa.




     (iii) 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 of amounts due hereunder may be accelerated to the extent necessary to
(i) comply with federal, state, local or foreign ethics or conflicts of interest laws or
agreements or (ii) pay the FICA taxes imposed 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.




     (iv) Delayed Payments due to Solvency Issues. Notwithstanding any provision of
the Plan to the contrary, an Employer shall not be required to make any payment hereunder to
any Participant or Beneficiary if the making of the payment would jeopardize the ability of
the Employer to continue as a going concern; provided that any missed payment is made during
the first calendar year in which the funds of the Employer are sufficient to make the payment
without jeopardizing the going concern status of the Employer.




     (v) 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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13. Liability of Employers. The Employers shall each be liable for the payment of the
Awards/Sub-Account balances that are payable hereunder to or on behalf of the Participants who are
(or were) its employees.




	 	 	 	 	 
	 	HAMILTON BEACH BRANDS, INC.

 	 
	Date: December 14, 2007	By:  	/s/ Charles A. Bittenbender
 	 
	 	Title: 	Assistant Secretary 	 
	 	 	 	 



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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




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




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	 	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.






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