exv10w1






Exhibit 10.1




THE TIMKEN COMPANY




Performance Unit Agreement



          WHEREAS, <<first>> <<last>> (“Grantee”) is an employee of The Timken
Company (the “Company”); and




          WHEREAS, the grant of Performance Units, each with a cash value of $100.00, was authorized by
a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”) that was duly adopted on [DATE] (the “Date of Grant”), and the execution of a
Performance Unit agreement in the form hereof was authorized by a resolution of the Committee duly
adopted on [DATE];




          NOW, THEREFORE, pursuant to the Company’s Long-Term Incentive Plan (As Amended and Restated as
of February 4, 2008) (the “Plan”) and subject to the terms and conditions thereof and the terms and
conditions hereinafter set forth, the Company hereby grants to Grantee as of the Date of Grant
<<puaward>> Performance Units (the “Target Performance Units”). Subject to the
attainment of the performance goals set forth in Section 1 hereof, this grant enables Grantee to
earn as Performance Units from [50% to 300%] of the Target Performance Units to be paid out to
Grantee pursuant to Section 4 of this agreement (this “Agreement”).




     1. Earning of Target Performance Units. (a) Grantee’s right to receive payment for
an applicable calendar year for any Performance Units shall be determined on the basis of the
Management Objective or Management Objectives of the Company set forth in the Performance Matrix
for the applicable calendar year approved by the Committee on the Date of the Grant (each, a
“Performance Matrix”) for the period from January 1, 2010 through December 31, 2012 (the
“Performance Period”) as follows:



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	 	(i)	 	The applicable percentage of the Target Performance Units which
shall be earned by Grantee for the period from January 1, 2010 through December
31, 2010 shall be determined by multiplying the applicable percentage set forth
in the Performance Matrix (the “Matrix Percentage”) for the 2010 calendar year
by 33%.
	 
	 	(ii)	 	The applicable percentage of the Target Performance Units which
shall be earned by Grantee for the period from January 1, 2011 through December
31, 2011 shall be determined by multiplying the applicable Matrix Percentage
for the 2011 calendar year by 67%.
	 
	 	(iii)	 	The applicable percentage of the Target Performance Units
which shall be earned by Grantee for the period from January 1, 2012 through
December 31, 2012 shall be the applicable Matrix Percentage for the 2012
calendar year.
	 
	 	(iv)	 	In the event that one or more of the Management Objectives of
the Company is between the ranges set forth on the Performance Matrix for any
applicable calendar year, the Committee shall interpolate the applicable Matrix
Percentage to determine the applicable percentage of the Target Performance
Units which shall be earned by Grantee.





          (b) If the Committee determines that a change in the business, operations, corporate structure
or capital structure of the Corporation, the manner in which it conducts business or other events
or circumstances render the Management Objectives to be unsuitable, the Committee may modify such
Management Objectives or the related minimum acceptable level of achievement, in whole or in part,
as the Committee deems appropriate; provided,




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however, that no such action may result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code.




          (c) All determinations involving the performance goals set forth in this Section 1 shall be
calculated based on Generally Accepted Accounting Principles in effect at the time the goals are
established without regard to any change in accounting standards that may be required by the
Financial Accounting Standards Board after the goals are established.




          (d) Subject to Sections 1(a), (b), and (c), Grantee shall have a right to receive payment for
the Target Performance Units earned with respect to an applicable calendar year if Grantee is in
the continuous employ of the Company or a subsidiary from the Date of Grant through the last day of
the applicable calendar year during the Performance Period to which such payment relates. For
purposes of this Agreement, Grantee’s continuous employment with the Company or a subsidiary shall
not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an
employee of the Company or a subsidiary, by reason of transfer of employment among the Company and
its subsidiaries.




     2. Pro Rata Earning of Target Performance Units. Notwithstanding Section 1(d) hereof
and subject to the payment provisions of Section 4(b) hereof, Grantee shall be entitled to receive
payments of a prorated portion of the Performance Units (the “Prorated Payments”) if Grantee ceases
to be an employee of the Company or any subsidiary during the Performance Period as the result of
one of the following circumstances:



          (a) Death, Disability or Retirement: Grantee dies or becomes permanently disabled
while in the employ of the Company or any subsidiary, or Grantee retires with the Company’s
consent. For purposes of this Agreement, retirement “with the Company’s consent” shall mean: (i)
the retirement of Grantee prior to age 62 under a retirement plan of the Company





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or a subsidiary, if the Board or the Committee determines that his retirement is for the
convenience of the Company or a subsidiary, or (ii) the retirement of Grantee at or after age 62
under a retirement plan of the Company or a subsidiary. For purposes of this Agreement,
“permanently disabled” shall mean that Grantee has qualified for long-term disability benefits
under a disability plan or program of the Company or, in the absence of a disability plan or
program of the Company, under a government-sponsored disability program.




          (b) Change in Control: A change in control of the Company occurs while Grantee is an
employee of the Company or a subsidiary. For the purposes of this Agreement, the term “change in
control” shall mean the occurrence of any of the following events:





	 	(i)	 	The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)
(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 30% or more of
either: (A) the then-outstanding Common Shares or (B) the combined voting
power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (“Voting Shares”); provided, however,
that for purposes of this subsection (i), the following acquisitions shall not
constitute a change in control: (1) any acquisition directly from the Company,
(2) any acquisition by the Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
Subsidiary, or (4) any acquisition by any Person pursuant to a transaction
which complies with clauses (A), (B) and (C) of subsection (i) of this Section
2(b); or






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	 	(ii)	 	Individuals who, as of the date hereof, constitute the Board
(the “Incumbent Board”) cease for any reason (other than death or disability)
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for director, without objection to
such nomination) shall be considered as though such individual were a member of
the Incumbent Board, but excluding for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Securities Exchange
Act of 1934) 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; or
	 
	 	(iii)	 	Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case, unless, following such
Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Common Shares and
Voting Shares immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 66-2/3% of,






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	 	 	 	respectively, the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions relative to each
other as their ownership, immediately prior to such Business Combination, of
the Common Shares and Voting Shares of the Company, as the case may be, (B)
no Person (excluding any entity resulting from such Business Combination or
any employee benefit plan (or related trust) sponsored or maintained by the
Company or such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of, respectively, the
then-outstanding shares of common stock of the entity resulting from such
Business Combination, or the combined voting power of the then-outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or






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	 	(iv)	 	Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.





          (c) Divestiture: Grantee’s employment with the Company or a subsidiary terminates as
the result of a divestiture. For the purposes of this Agreement, the term “divestiture” shall mean
a permanent disposition to a Person other than the Company or any subsidiary of a plant or other
facility or property at which Grantee performs a majority of Grantee’s services whether such
disposition is effected by means of a sale of assets, a sale of subsidiary stock or otherwise.




          (d) Layoff: Grantee’s employment with the Company or a subsidiary terminates as the
result of a layoff. For purposes of this Agreement, a “layoff” shall mean the involuntary
termination by the Company or any subsidiary of Grantee’s employment with the Company or any
subsidiary due to (i) a reduction in force leading to a permanent downsizing of the salaried
workforce, (ii) a permanent shutdown of the plant, department or subdivision in which Grantee
works, or (iii) an elimination of position.




     For purposes of this Section 2, the Prorated Payments shall be (x) the Performance Units that
Grantee would have otherwise earned under Section 1(a) for the first calendar year during the
Performance Period, prorated based on the number of whole months Grantee was employed by the
Company or any subsidiary out of the 12 month period of the first calendar year of the Performance
Period, (y) the Performance Units that Grantee would have otherwise earned under Section 1(a) for
the second calendar year during the Performance Period, prorated based on the number of whole
months Grantee was employed by the Company or any subsidiary out of the 24 month period of the
first and second calendar years of the Performance Period and (z) the Performance Units that
Grantee would have otherwise earned under Section 1(a) for the third




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calendar year during the Performance Period, prorated based on the number of whole months Grantee
was employed by the Company or any subsidiary out of the 36 month period of the first, second, and
third calendar years of the Performance Period. Notwithstanding the foregoing, Grantee is only
entitled to a Prorated Payment of Performance Units for a calendar year if Grantee is not in the
continuous employ of the Company or a subsidiary through the last day of the applicable calendar
year to which such payment relates.




     3. Forfeiture of Award. Except to the extent Grantee has earned the right to receive
payment for Performance Units pursuant to Sections 1 or 2 hereof, Grantee’s right to receive
payment for the Performance Units that can be earned for a calendar year during the Performance
Period shall be forfeited automatically and without further notice on the date that Grantee ceases
to be an employee of the Company or a Subsidiary prior to the completion of such applicable
calendar year during the Performance Period.



     4. Payment of Performance Units. (a) Performance Units earned for a calendar year as
provided in Section 1 hereof shall be paid to Grantee in cash or Common Shares (as determined by
the Committee) in the calendar year immediately following the applicable calendar year during the
Performance Period to which the award relates, but in no event later than two and one-half (2 1/2)
months after the close of such calendar year.



          (b) If Grantee is entitle to a Prorated Payment of Performance Units for a calendar year as
provided in Section 2 hereof, any such Performance Units shall be paid to Grantee in cash or Common
Shares (as determined by the Committee) in the calendar year immediately following the applicable
calendar year during the Performance Period to which the payment relates, but in no event later
than two and one-half (2 1/2) months after the close of such calendar year.





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     5. Recovery of Performance Units. If any restatement or any part of the Company’s
financial statements for any fiscal year or years covered by the Performance Period due to material
noncompliance with any financial reporting requirement under the U.S. securities laws applicable to
such fiscal year or years occurs (a “Restatement”) and the Committee determines that Grantee is
personally responsible for causing the Restatement as a result of Grantee’s personal misconduct or
any fraudulent activity on the part of Grantee, then the Committee has discretion to, based on
applicable facts and circumstances and subject to applicable law, cause the Company to recover all
or any portion (but no more than 100%) of cash or Common Shares paid or payable to Grantee for the
Performance Period. The amount of any cash or Common Shares recovered by the Corporation under
this Section 5 shall be limited to the amount by which such cash or Common Shares payment exceeded
the amount that would have been paid to or received by Grantee had the Company’s financial
statements for the applicable restated fiscal year or years been initially filed as restated, as
reasonably determined by the Committee.



     The Committee shall also determine whether the Company shall effect any recovery under this
Section 5 by: (a) seeking repayment from Grantee; (b) reducing, except with respect to any
non-qualified deferred compensation under Section 409A of the Code the amount that would otherwise
be payable to Grantee under any compensatory plan, program or arrangement maintained by the Company
(subject to applicable law and the terms and conditions of such plan, program or arrangement); (c)
by withholding, except with respect to any non-qualified deferred compensation under Section 409A
of the Code, payment of future increases in compensation (including the payment of any
discretionary bonus amount) that would otherwise have been made to Grantee in accordance with the
Company’s compensation practices; or (d) by any combination of these alternatives.




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     6. Transferability. Grantee’s right to receive the Performance Units shall not be
transferable nor assignable by Grantee other than by will or by the laws of descent and
distribution.



     7. No Employment Contract. Nothing contained in this Agreement shall confer upon
Grantee any right with respect to continuance of employment by the Company or any Subsidiary, nor
limit or affect in any manner the right of the Company or any Subsidiary to terminate the
employment or adjust the compensation of Grantee.



     8. Taxes and Withholding. If the Performance Units are paid in cash, such payment
shall be less any applicable federal, state, local or foreign taxes. To the extent that the
Company shall be required to withhold any federal, state, local or foreign taxes in connection with
the payment of the Performance Units in Common Shares, and the amounts available to the Company for
such withholding are insufficient, it shall be a condition to the payment of the Performance Units
that Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the
payment thereof.



     9. Compliance with Section 409A of the Code. To the extent applicable, it is intended
that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that
the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee.
This Agreement and the Plan shall be administered in a manner consistent with this intent.
Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as
amended, and will also include any proposed, temporary or final regulations, or any other guidance
promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.




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     10. Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable laws; provided, however, that notwithstanding any other provision of
this Agreement, the Performance Units shall not be paid if the payment thereof would result in a
violation of any such law.



     11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however,
that no amendment shall adversely affect the rights of Grantee under this Agreement without
Grantee’s consent (provided, however, that the Grantee’s consent shall not be
required to an amendment that is deemed necessary by the Company to ensure compliance with Section
409A of the Code).



     12. Severability. In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof, and the remaining
provisions hereof shall continue to be valid and fully enforceable.



     13. Relation to Plan. This Agreement is subject to the terms and conditions of the
Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time
to time, shall, except as expressly provided otherwise herein or in the plan, have the right to
determine any questions which arise in connection with the grant of Performance Units.



     14. Successors and Assigns. Without limiting Section 5 hereof, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the successors, administrators,




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heirs, legal representatives and assigns of Grantee, and the successors and assigns of the
Company.




     15. Governing Law. The interpretation, performance, and enforcement of this Agreement
shall be governed by the laws of the State of Ohio, without giving effect to the principles of
conflict of laws thereof.



     16. Notices. Any notice to the Company provided for herein shall be in writing to the
Company and any notice to Grantee shall be addressed to Grantee at his or her address on file with
the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States mail, first class
certified or registered mail, postage and fees prepaid, return receipt requested, and addressed as
aforesaid. Any party may change the address to which notices are to be given hereunder by written
notice to the other party as herein specified (provided that for this purpose any mailed notice
shall be deemed given on the third business day following deposit of the same in the United States
mail).



[SIGNATURES ON THE FOLLOWING PAGE]








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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
duly authorized officer and Grantee has also executed this Agreement in duplicate, as of the day
and year first above written.




	 	 	 	 	 
	 

	 	THE TIMKEN COMPANY	 	 
	 
	 	 	 	 
	 

	 	
 

William R. Burkhart

Sr. Vice President and General Counsel
	 	 






          The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Grantee	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






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