EX-10(CXXII) Amdnt. 2 Unfunded Benefit Plan



 



Exhibit 10 (cxxii)


AMENDMENT NO. 2

TO THE HAMILTON BEACH/PROCTOR-SILEX, INC.

UNFUNDED BENEFIT PLAN

(As Amended and Restated Effective as of October 1, 2001)



     Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 2 to
The Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (As Amended and
Restated Effective October 1, 2001) (the “Plan”), to be effective as of January
1, 2003. Words used herein with initial capital letters which are defined in
the Plan are used herein as so defined.


Section 1



     Section 2.2 of the Plan is hereby amended in its entirety to read as
follows:


     SECTION 2.2. ROTCE means the Company’s consolidated return on total
capital employed for the applicable time period calculated as follows:


Earnings Before Interest After-Tax

divided by

Total Capital Employed



     WHERE:



		
	 	     (a) “Earnings Before Interest After-Tax “ is defined as the sum of
(A) consolidated net income for the Company for the subject year before
extraordinary items and cumulative effect of accounting changes as
defined by US generally accepted accounting principles (“GAAP”) plus (B)
After-Tax Consolidated Interest Expense;




		
	 	     (b) “After Tax Consolidated Interest Expense” is defined as
Consolidated Interest Expense multiplied by (1 minus the marginal tax
rate). The marginal tax rate is defined as the tax rate applicable to an
incremental amount of income related to federal, state and foreign income
taxes;




		
	 	     (c) “Consolidated Interest Expense” is defined as consolidated
interest expense as defined by GAAP;




		
	 	     (d) “Total Capital Employed” is defined as the sum of (A) average
consolidated shareholders’ equity for the Company (as determined under US
GAAP) plus (B) average Consolidated Debt (as determined under US GAAP),
each determined at the beginning of the subject year and the end of each
month of the subject year and dividing by thirteen; and




		
	 	     (e) “Consolidated Debt” is defined as the consolidated debt incurred
by the Company under revolving credit agreements, capital lease
obligations, current maturities of long-term debt and long-term debt.



 






 






     ROTCE shall be determined at least annually by the Company.”


Section 2



     Section 2.12 of the Plan is hereby amended in its entirety to read as
follows:


     “SECTION 2.12 LTIP Plan shall mean the Hamilton Beach/Proctor-Silex,
Inc. Long-Term Incentive Compensation Plan, or the Hamilton
Beach/Proctor-Silex, Inc. Senior Executive Long-Term Incentive Compensation
Plan, or any successor(s) thereto.”


Section 3



     Section 2.13(d) of the Plan is hereby amended in its entirety to read as
follows:


     “(d) For purposes of Section 3.5 of the Plan, the term “Participant” shall
mean an Employee of the Company (i) who is a participant in the LTIP Plan, (ii)
who, both at the time the deferral election is required and the time the
deferral becomes effective, is a resident or citizen of the United States,
(iii) who is classified in job grades 17 and above and whose total compensation
from the Controlled Group for the year in which the deferral election is
required is at least $115,000 and (iv) who is an active Employee at the time
the deferral becomes effective or who has “Retired” (as such term is defined in
the LTIP Plan).”


Section 4



     Section 3.5(a) of the Plan is hereby amended in its entirety to read as
follows:


     “(a) Amount. Each Participant (as defined in Section 2.13(d)) may, with
the consent of the Company, by completing an approved election form, direct the
Company to (i) reduce an “Award” (as that term is defined in the LTIP Plan)
which has been deferred until the tenth anniversary of the “Grant Date” of such
Award (as defined in the LTIP Plan) and thereby extinguish his entitlement
under the LTIP Plan to a specified number of Award Units (as elected by the
Participant) and (ii) to credit the amount of the reduction (the “LTIP Deferral
Benefit”) to the LTIP Deferral Sub-Account hereunder.”


Section 5



     The second sentence of Section 3.5(b) of the Plan is hereby amended in its
entirety to read as follows:


     “Except as specifically permitted by the Company in its sole and absolute
discretion, each such election must be made no later than one year prior to the
date such Award would otherwise be payable to the Participant under the LTIP
Plan (or six months prior to Retirement (as defined in the LTIP Plan) if
later).”


Section 6



     Section 3.5(f)(i) is hereby amended in its entirety to read as follows:


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     “(i) Except to the extent specifically provided in the LTIP Plan to the
contrary, a Participant’s direction to defer an Award under the LTIP Plan
hereunder shall automatically terminate on the earlier of the date on which (1)
the Participant ceases employment with the Company, (2) the Company is deemed
Insolvent, (3) the Participant ceases to satisfy the requirements of Section
2.13(d) or (4) the Plan is terminated.”


Section 7



     Section 4.1 of the Plan is hereby amended by deleting the phrase “Adjusted
ROE” each time it appears therein and substituting the term “ROTCE” therefor.


     EXECUTED
this 8th day of May, 2003.


HAMILTON BEACH/PROCTOR-SILEX, INC.



	 	 	 	 
	 	By:	 	
/s/ Michael Morecroft
	 	 	 	


	 	Title:	 	
President and CEO




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