EX-10.10



 





Exhibit 10.10



PARK-OHIO INDUSTRIES, INC.



March 10, 2008



Mr. Edward F. Crawford

6065 Parkland Blvd.

Cleveland, Ohio 44124


Dear Mr. Crawford:


     In consideration of your major contributions to the profitability, growth and financial
strength of Park-Ohio Industries, Inc. (the “Company”), effective March 10, 2008, the
Company agrees to provide you with a non-qualified defined contribution retirement benefit (the
“Retirement Benefit”) on the terms and conditions set forth below.



	1.	 	          Retirement Benefit Account. The Company will establish and maintain on its books an
account for you (the “Account”) which will reflect the amount of your Retirement
Benefit. The Company will credit to your Account $93,750 (the “Retirement Benefit
Contributions”) within 30 days after each March 31, June 30, September 30, and December 31
(each a “Contribution Date”) that occurs during the seven year period beginning on
March 31, 2008 and ending on December 31, 2014, provided that you are an employee of
the Company on the applicable Contribution Date and have not had a “Termination of Employment”
(as defined in the Supplemental Executive Retirement Plan for Edward F. Crawford) from the
Company and any affiliates prior to the applicable Contribution Date.





	2.	 	          Hypothetical Investment of Account. The Company will designate as a hypothetical
investment fund or funds under this Agreement one or more of the investment funds provided
under the Park-Ohio Industries, Inc. 2005 Supplemental Defined Contribution Plan and may, in
addition, designate as hypothetical investment funds other investment funds from time to time
at the sole discretion of the Company. You may elect one or more hypothetical investment funds
designated by the Company for the purposes of tracking the hypothetical investment of amounts
credited to your Account. Such an election may be made and/or changed in accordance with rules
and procedures established by the Company. Periodically, your Account will be credited with
or charged for any income, expenses, gains or losses which would be applicable if such Account
had actually been invested in the hypothetical investment fund(s) you select.





	3.	 	          Vesting. You will always be 100% vested in your Retirement Benefit.
	 
	4.	 	          Payment.





	 	(a)	 	Your entire Account balance will be paid in cash to you in a single lump sum
within 30 days after your Termination of Employment (your “Distribution Date”).
Notwithstanding the preceding sentence, if you are a “specified employee”



 








 






	 	 	 	(determined pursuant to procedures adopted by the Corporation in compliance with
Section 409A of the Code) on the date of your Termination of Employment, then to the
extent necessary to comply with Section 409A, your entire Account balance will be
paid on the first business day of the seventh month after your Termination of
Employment.






	 	(b)	 	Notwithstanding the preceding paragraph (a), you may elect to change the
Distribution Date of your Account balance. To make a change to your Distribution Date,
(i) you must make your election in writing to the Company at least one year prior to
your Distribution Date and (ii) you must elect a new date on which your Account will be
distributed that is at least 5 years after your original Distribution Date. Your
election will not take effect until 12 months after the date on which you make the
election.
	 
	 	(c)	 	Any cash amounts under this agreement that remain unpaid as of the date of your
death will be paid in cash to the beneficiary you have designated on a written form
that is filed with the Company. If there is no designated beneficiary filed with the
Company, then the Company will make the payment to your estate.






	5.	 	          Miscellaneous.






	 	(a)	 	You acknowledge and agree that nothing contained in this agreement obligates
the Company or any one of its affiliates to employ you for any specific term.
	 
	 	(b)	 	You acknowledge and agree that you will have the status of a general unsecured
creditor of the Company, and the Retirement Benefit constitutes a mere promise by the
Company to make payments to you in the future. The Retirement Benefit at all times
will be entirely unfunded for tax purposes and for purposes of Title I of ERISA.
Notwithstanding the forgoing, the Corporation will establish or participate in one or
more trusts for the purpose of setting aside funds to provide for the payment of the
Retirement Benefit. To the extent that the Corporation makes contributions to such a
trust or trusts, such contributions may be invested in one or more investment funds
thereunder as will be agreed to between the Corporation and the Trustee. You will not
have any interest in any particular assets of the Company by reason of the right to
receive the Retirement Benefit. The trust created by the Company and any assets held
by the trust to assist the Company in meeting its obligations under the agreement will
remain subject to the claims of the Company’s creditors and will satisfy the
requirements of a grantor trust under the Code. Except with respect to transfers to
such a trust, no provision will at any time be made with respect to segregating any
assets of the Company for payment of any benefits hereunder. Notwithstanding any
provision of the agreement to the contrary, no amounts will be transferred to a trust
pursuant to this paragraph if, pursuant to Section 409A(b)(3)(A) of the Code, such
amount would, for purposes of Section 83 of the Code, be treated as property
transferred in connection with the performance of services.  




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	 	(c)	 	To the extent applicable, it is intended that this agreement comply with the
provisions of Section 409A. This agreement will be interpreted and administered in a
manner consistent with this intent. References to Section 409A will include any
proposed, temporary or final regulation, or any other guidance, promulgated with
respect to such section by the U.S. Department of Treasury or the Internal Revenue
Service.
	 
	 	(d)	 	This agreement may not be modified, amended or waived in any manner other than
by an instrument in writing signed by you and the Company.
	 
	 	(e)	 	This agreement will be governed, controlled and determined in accordance with
the applicable provisions of federal law and, to the extent not preempted by federal
law, the laws of the State of Ohio, without regard to the conflicts of law rules of
such state.
	 
	 	(f)	 	The Company may withhold from any amounts payable under this agreement all
federal, state, city or other taxes as the Company is required to withhold pursuant to
any applicable law, regulation or ruling.





[Signature page follows.]




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     Please indicate your acceptance of the terms of this agreement by signing this agreement below
and returning it to the Company. A copy will be provided to you.


	 	 	 	 	 	 	 	 	 
	 	 	 	 	PARK-OHIO INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	By:	 	/s/ Robert D. Vilsack	 	 
	 
	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	Its:	 	Secretary and General Counsel	 	 
	 
	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Accepted and agreed to as of this 10th day
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	of March, 2008.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Edward F. Crawford 

Edward F. Crawford	 	 	 	 	 	 	 	 






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