EX-10.29



 





Exhibit 10.29




FORM OF

RETENTION BONUS, CHANGE IN CONTROL SEVERANCE AND NON-COMPETITION AGREEMENT




     THIS RETENTION BONUS, CHANGE IN CONTROL SEVERANCE AND NON-COMPETITION AGREEMENT (the
“Agreement”) is made by and between Hamilton Beach/Proctor-Silex, Inc. (the “Employer”) and [insert
name] (“Employee”) as of May 1, 2007 (the “Effective Date”).



     WHEREAS, Employee is the [insert title] of the Employer;



     WHEREAS, on the Spin-Off Date (as defined below), the Employer and its Affiliates (as defined
below) (collectively, the “Company”) will become an independent, publicly-traded company; and



     WHEREAS, the Employee is a key employee whose services are vital to the success of the Company
following the Spin-Off Date; and



     WHEREAS, the Company has contemplated and continues to contemplate possible business
transactions involving the Company; and



     WHEREAS, the Employee has received specialized training and has expertise and knowledge
regarding the Company’s business and will continue to have access to proprietary and confidential
information and the Company after the Spin-Off Date; and



     WHEREAS, the Company desires to assure continuity of its management without any distraction
arising from any future business transactions; and



     WHEREAS, the Company would be at a competitive disadvantage if the Employee were to terminate
employment during the two-year period following the Spin-Off Date and/or become employed by a
Competitor (as defined below).



     NOW, THEREFORE, for good and valuable consideration, Employee and the Company hereby agree as
follows:




	 	1.	 	Definitions. In addition to the other defined terms which appear in this Agreement,
the following terms shall have the meaning ascribed to them below:






	 	a.	 	Affiliate. The term “Affiliate” shall mean any entity that
directly or indirectly controls, is controlled by, or is under common control with,
the Employer.
	 
	 	b.	 	Cause. The term “Cause” shall constitute any of the following:
(i) dishonesty, fraud or material misrepresentation by Employee in the performance
of Employee’s employment duties; (ii) Employee having been convicted of, or having
entered a plea of nolo contendere to, a crime that constitutes a felony; or (iii)
Employee’s willful




 









 






	 	 	 	and continued failure to substantially perform Employee’s employment duties. For
purpose of this Subsection, no act or failure to act by the Employee shall be
considered “willful”, unless done or omitted to be done by the Employee in bad faith
and without reasonable belief that the Employee’s action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board of Directors of the Employer (the
“Board”) or upon the reasonable instructions of the Company’s Chief Executive Officer
or another superior officer of the Company shall be conclusively presumed to be done,
or omitted to be done, by the Employee in good faith and in the best interests of the
Company. Cause shall not exist unless and until the Employer has delivered to the
Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire
Board (excluding the Employee if the Employee is a Board member) at a meeting of the
Board called and held for such purpose (after reasonable notice to the Employee and
an opportunity for the Employee to be heard before the Board), finding that in the
good faith opinion of the Board an event set forth in clauses (i), (ii) or (iii) has
occurred and specifying the particulars thereof in detail.
	 
	 	c.	 	Code. The term “Code” shall mean the Internal Revenue Code of
1986, as amended, and all regulations, guidance, and other interpretive authority
issued thereunder.
	 
	 	d.	 	Disability or Disabled. The Employee shall be deemed to have a
“Disability” or be “Disabled” if he is determined to be totally disabled by the
Social Security Administration or if he (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 or health plan.
	 
	 	e.	 	Spin-Off Agreement. The term “Spin-Off Agreement” shall mean
the Amended and Restated Spin-Off Agreement dated April 25, 2007 by and among NACCO
Industries, Inc., Housewares Holding Company, Hamilton Beach, Inc.and Hamilton
Beach/Proctor-Silex, Inc.
	 
	 	f.	 	Spin-Off and Spin-Off Date. The terms “Spin-Off” and “Spin-Off
Date” shall have the same meanings as assigned to those terms under the Spin-Off
Agreement.
	 
	 	g.	 	Change in Control. The term “Change in Control” shall mean the
occurrence of (i), (ii), (iii) or (iv) below (excluding the Spin-Off):






	 	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, as amended (the “Exchange Act”)) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of voting securities of Hamilton Beach, Inc. (“Hamilton
Beach”) after the Spin-Off Date where such acquisition causes such Person to
own 50% or more of the combined voting power of the then outstanding voting
securities of Hamilton




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	 	 	 	Beach entitled to vote generally in the election of directors (the
“Outstanding Voting Securities”); provided, however, that for purposes of
this Subsection (i), the following acquisitions shall not be deemed to result
in a Change in Control:






	 	(A)	 	any acquisition of voting securities directly from
Hamilton Beach that is approved by the Incumbent Board (as defined in
Subsection (ii), below),
	 
	 	(B)	 	any acquisition of voting securities by Hamilton Beach
or a subsidiary of Hamilton Beach,
	 
	 	(C)	 	any acquisition of voting securities by (1) any employee
benefit plan (or related trust) sponsored or maintained by Hamilton Beach or
an Affiliate, (2) any corporation controlled by Hamilton Beach or (3) any
member of the Rankin or Taplin families or any corporation, partnership,
trust or other entity owned or controlled by such families (an “Interested
Party”),
	 
	 	(D)	 	any acquisition of voting securities by any Person
pursuant to a transaction described in clauses (A), (B) and (C) of
Subsection (iii) below; and






	 	 	 	provided, further, that if any Person’s beneficial ownership of the Outstanding
Voting Securities reaches or exceeds 50% as a result of a transaction
described in clause (A) or (B) above, and such Person subsequently acquires
beneficial ownership of additional voting securities of Hamilton Beach, such
subsequent acquisition shall be treated as an acquisition that causes such
Person to own 50% or more of the Outstanding Voting Securities; and
provided, further, that if at least a majority of the members of the
Incumbent Board determines in good faith that a Person has acquired
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of the Outstanding Voting Securities
inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares so that such Person beneficially owns (within
the meanings of Rule 13d-3 promulgated under the Exchange Act) less than 50%
of the Outstanding Voting Securities, then no Change in Control shall have
occurred as a result of such Person’s acquisition; or






	 	ii.	 	individuals who, as of the Spin-Off Date, constitute the
Hamilton Beach Board of Directors (the “Incumbent Board” (as modified by
this clause (ii)) cease for any reason to constitute at least a majority of
such Board of Directors; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by Hamilton Beach’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 Hamilton
Beach 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 with respect to the election or
removal of directors or other




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	 	 	 	actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board of 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 Hamilton Beach or the acquisition of assets of another
corporation, or other transaction (“Business Combination”) excluding,
however, such a Business Combination pursuant to which all three of the
following apply:






	 	(A)	 	the individuals and entities who were the ultimate
beneficial owners of voting securities of Hamilton Beach immediately prior
to such Business Combination beneficially own, directly or indirectly, more
than 50% of, 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 that as a result of such transaction owns Hamilton
Beach or all or substantially all of Hamilton Beach’s assets either directly
or through one or more subsidiaries),
	 
	 	(B)	 	no Person (excluding any Interested Party, Hamilton Beach
or such entity resulting from such Business Combination) beneficially owns,
directly or indirectly 30% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of
directors of the entity resulting from such 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






	 	iv.	 	approval by the Hamilton Beach shareholders of a complete
liquidation or dissolution of Hamilton Beach except pursuant to a Business
Combination described in clauses (A), (B) and (C) of Subsection (iii),
above.






	 	h.	 	Good Reason Termination. The phrase “Good Reason Termination”
means the Employee’s voluntary termination of employment with the Employer within
two years following the initial existence of one or more of the following
conditions which arise without the consent of the Employee:






	 	i.	 	A material diminution in the Employee’s base
compensation.
	 
	 	ii.	 	A material diminution in the Employee’s authority,
duties or responsibilities, other than (1) a mere change in title that is
not accompanied by a diminution in the Employee’s authority, duties or
responsibilities or (2) a change in the individual to whom the Employee
reports, but not the position to which the Employee reports except as
permitted under clause (iii) below.




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	 	iii.	 	Requiring the Employee to report to someone other
than the Chief Executive Officer (or a person with similar duties
regardless of the title) of the Employer (or a successor operating company
that is responsible for the Company’s line of business).
	 
	 	iv.	 	A material diminution in the authority, duties, or
responsibilities of the Chief Executive Officer (or a person with similar
duties regardless of the title) of the Employer (or a successor operating
company that is responsible for the Company’s line of business).
	 
	 	v.	 	A material diminution in the budget over which the
Employee retains authority.
	 
	 	vi.	 	A material change in the geographic location at which
the Employee must perform services for the Employer.
	 
	 	vii.	 	Any other action or inaction that constitutes a
material breach by the Company of its obligations under this Agreement.






The Employee must provide notice to the Employer of the existence of a condition
described above within 90 days of the initial existence of such condition. The Employer
shall then have a period of at least 30 days during which it may remedy the condition.
If the Employer does not remedy the condition by the end of such 30-day period, the
Employee may voluntarily terminate employment and such termination of employment shall
be deemed to constitute a Good Reason Termination. This Subsection (h) shall be
interpreted in accordance with Code Section 409A and applicable Treasury Regulations
thereunder.




	 	2.	 	No Employment Contract. Nothing contained in this Agreement shall be construed to be
an employment contract between Employee and the Company. By entering into this Agreement,
Employee agrees and acknowledges that Employee’s employment relationship remains at-will
and that either party to this Agreement may terminate the employment relationship for any
reason at any time; provided, however, that any termination of the Employee’s employment
shall be subject to all of the provisions of this Agreement.






	 	3.	 	Retention Bonus and Severance Payments/Termination of Offer






	 	a.	 	Retention Bonus Payment. In the event the Employee is an
active employee of the Employer on the second anniversary of the Spin-Off Date (the
“Second Anniversary Date”), or dies or becomes Disabled before the Second
Anniversary Date, the Employer will pay to the Employee (or to the Employee’s
estate in the event of death) a lump sum payment equal to $100,000. This payment
shall be made within ten (10) business days following the Second Anniversary Date,
the Employee’s death or the occurrence of the Employee’s Disability, as applicable.






	 	b.	 	Severance Payments and Benefits. In addition to the payment
described in Subsection (a), the Employer shall provide the Employee with the
severance payments and other benefits described in this Subsection (b), in the
amounts and under the circumstances described below:




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	 	i.	 	If, following a Change in Control that occurs after
the Spin-Off Date, (i) the Employee’s employment is involuntarily
terminated by the Employer for any reason other than death, Disability or
Cause, or (ii) the Employee experiences a Good Reason Termination, the
Employer will provide the Employee with the following severance payments
and benefits:






	 	1.	 	The Employer shall pay to the Employee a
lump sum cash payment equal to the greater of (A) the sum of the
following as in effect on the date of the Employee’s termination of
employment, or (B) the sum of the following as in effect for the
portion of the 2007 calendar year following the Spin-Off Date,
determined on an annualized basis:






	 	a.	 	the Employee’s base salary
(excluding perquisite allowance);
	 
	 	b.	 	the Employee’s target
annual incentive compensation award; and
	 
	 	c.	 	the Employee’s target long
term incentive compensation award.






	 	2.	 	The Employer shall pay to the Employee a
lump sum cash payment equal the projected cost of COBRA continuation
coverage for a period of twelve months under the Company’s medical
and dental programs, determined on the basis of the level of
coverage that the Employee has in place on the date of the
Employee’s termination of employment.
	 
	 	3.	 	The Employer will also provide the
Employee with twelve (12) months of reasonable outplacement services
(including the use of office space at the outplacement provider),
commencing on the date of the Employee’s termination of employment.






	 	ii.	 	Notwithstanding any provision of the Company’s annual
incentive compensation plan or any long-term incentive compensation
plan(s) to the contrary, in the event the Employee terminates employment
with the Employer following the Spin-Off Date and prior to December
31st of any year or the last day of the performance period to
which incentive awards under such plans relate (each an “Award Period End
Date”) for any reason other than involuntary termination for Cause
(including, without limitation, termination on account of resignation,
retirement, death or Disability), the Employee shall be entitled to
receive a pro-rata incentive award under the annual incentive compensation
plan and the long-term incentive compensation plan(s) for the year of
termination of employment. The amount of the awards shall be equal to the
awards the Employee would have been entitled to receive under the terms of
the plans in effect for the year of termination assuming the Employee
continued in employment to the Award Period End Date, pro-rated to reflect
the period of time during which the Employee was employed by the Company
during the year of termination.




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	 	iii.	 	The payments and other benefits described in this
Section 3(b)(i) above (but not the payments described in Section 3(b)(ii))
shall be conditioned upon receipt by the Company, within 46 days of the
date of the Employee’s termination of employment, of the Company’s
standard general release, executed by the Employee, in substantially the
form attached hereto as Exhibit A.






	 	c.	 	Timing of Severance and Incentive Plan Payments; Other Rules.
The lump sum cash payments described in Section 3(b)(i) shall be paid within three
(3) business days after the last day of the revocation period provided in the
Employee’s executed general release described above, but in no event later than
March 15 of the calendar year following the year in which such involuntary
termination or Good Reason Termination occurs (provided that the executed release’s
revocation period has expired by that date). The incentive plan awards described in
Section 3(b)(ii) shall be paid out in accordance with the terms of the plans (as in
effect from time to time).






	 	i.	 	Each of the payments described in this Section shall
be classified as a “separate payment” under Code Section 409A and the
Treasury Regulations thereunder. As used in this Agreement, the phrase
“termination of employment” shall be interpreted in accordance with the
applicable standards established pursuant Treasury Regulations under Code
Section 409A. If and to the extent required by Section 409A, and if the
Employee is classified as a “specified employee” under Code Section 409A
at the time the Employee becomes entitled to a payment on account of the
Employee’s termination of employment, no payments shall be made to the
Employee prior to the earlier of (i) the expiration of the six-month
period measured from the date of the Employee’s termination of employment
or (ii) the date of the Employee’s death. Upon the expiration of the
six-month deferral period referred to in the preceding sentence or the
Employee’s death, all payments deferred pursuant to the preceding sentence
shall be paid to the Employee (or the Employee’s estate in the event of
the Employee’s death) in a lump sum (without interest) within five (5)
business days following the earlier of the end of such six-month period or
the Employee’s death.






	 	ii.	 	The payment and other benefits described in
Subsection (b) shall be in addition to any other payments to which the
Employee is entitled from the Employer for the year of termination;
provided that, in the event the Employee receives the payments under
Subsection (b), such payments shall be in lieu of any payments or other
benefits the Employee would otherwise be eligible to receive under the
Company’s Employee’s Severance Pay Plan or any other severance plan,
practice or program of the Company (as in effect from time to time)






	 	d.	 	Termination/Lapse of Offer. Notwithstanding any provision of
this Agreement to the contrary, this Agreement shall be null and void and of no
further force or effect and the Employee shall not be entitled to receive any
payments hereunder if either (i) the Spin-Off does not occur by September 1, 2007
or (ii) the Employee fails to deliver a signed copy of this Agreement to the
Employer to the attention of [insert],




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	 	 	 	Vice President, General Counsel and Secretary, at the address specified in Section 13
hereof prior to May 10, 2007.






	 	4.	 	Non-Competition, Non-Disclosure, Proprietary Rights, Non-Solicitation, Non-Interference
and Cooperation






	 	a.	 	Nature of Position. Employee’s position with the Company is
[insert title] of the Employer and in such position Employee has [insert duties] on
a worldwide basis. Employee is also a member of the Executive Committee. As a
senior management employee and member of the Executive Committee, Employee has had
and will have special knowledge and responsibilities in every aspect of the
Employer’s business, including, but not limited to, [insert] on a worldwide basis.






     b. Non-Competition.




	 	i.	 	Applicability. In return for (A) the
consideration described in Section 3 of this Agreement, (B) any awards
granted to Employee under the Hamilton Beach, Inc. Executive Long-Term
Incentive Compensation Plan (the “Hamilton Beach LTIP”) for the remainder
of 2007 and (C) Employee’s continued access to confidential information,
Employee agrees to comply with the non-competition provisions described in
this Section 4(b).
	 
	 	ii.	 	Restrictions. For a period of twelve (12)
months after (A) the Employee’s termination of employment for any reason
prior to the fifth anniversary of the Spin-Off Date or (B) the Employee’s
termination of employment on or after the fifth anniversary of the
Spin-Off Date but only if the Employee receives the payments described in
Section 3(b) hereof (the “Restricted Period”), Employee shall not, without
the prior written consent of an authorized officer of the Company,
directly or indirectly, whether as an employee, independent contractor,
consultant or in any other capacity: (A) perform any executive,
management, supervisory, administrative, consulting, professional, sales
or advisory job duties for a Competitor; (B) perform other duties for a
Competitor that are the same or similar to job duties and responsibilities
as those performed by Employee at the Company within eighteen (18) months
prior to termination of his employment with the Company or exercise the
same or similar responsibilities or have the same or similar authority
with a Competitor, (C) report to or supervise persons performing,
exercising or having the same or similar responsibilities or authority
with a Competitor or (D) serve as a partner, director or investor of a
Competitor.
	 
	 	iii.	 	Additional Restrictions. Employee acknowledges
that as of the Effective Date, he is a member of the Employer’s Executive
Committee. As a senior management employee and member of the Executive
Committee, Employee has had and will have special knowledge and
responsibilities in every aspect of the Employer’s business, including
[insert]. Accordingly, Employee agrees that, in addition to the foregoing
obligations, Employee shall not, whether as an employee, independent
contractor, consultant or in any other capacity, perform any job duties for
a Competitor within the Restricted Period.




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	 	iv.	 	Applicable Competitors and Territory. For
purposes of this Agreement, a “Competitor” means any person or entity
engaged in the small appliance manufacturing, marketing and distribution
businesses (or any parent, direct or indirect subsidiary, division,
affiliate, or related company or entity thereof), regardless of the form of
business organization of any of the forgoing, any successors to any of the
forgoing (whether by merger, consolidation, transfer, reorganization, sale
of assets or otherwise) and any joint ventures of any of the forgoing. It
is understood and agreed that the geographic scope of this restriction is
worldwide (the “Territory”). Employee acknowledges and agrees that the
Competitors are in direct competition with the Company in the small
appliance manufacturing, marketing and distribution business within the
Territory, this restriction is reasonable and necessary to protect the
interests of the Company, and accurately reflects the scope of the
Employee’s job responsibilities and knowledge of the Company’s business.
	 
	 	v.	 	Limitations. Notwithstanding the foregoing:
(A) the provisions of Section 4(b) shall not be interpreted or applied to
restrict Employee from performing exclusively unskilled labor or clerical
duties in which Employee proves that he could not use or disclose his
skills, knowledge and expertise of the Company on behalf of the Competitor;
(B) Employee may make and retain investments during the Restricted Period,
for investment purposes only, in less than ten percent (10%) of the
outstanding capital stock of any Competitor if the stock of such Competitor
is either listed on a national stock exchange or on the NASDAQ National
Market System, and (C) the provisions of this Section 4(b) shall
automatically terminate, be null and void and of no further force (i) on any
date specified in writing by an authorized officer of the Company in the
event of a business combination between or among one or more Competitors and
the Company or (ii) in such other circumstances as deemed appropriate and as
agreed in writing by the parties.






	 	c.	 	Non-Disclosure of Confidential Information.






	 	i.	 	During employment and anytime after termination of
Employee’s employment with the Company for any reason, Employee shall not
disclose to others or use, whether directly or indirectly, any
Confidential Information except as may be required to perform Employee’s
duties for the Company or as required by applicable law. For purposes of
this Agreement, “Confidential Information” shall mean any trade secrets or
confidential know-how, information, or data relating to the business of
the Company which may become known to Employee during Employee’s
employment, whether before or after the Effective Date. Such information,
data or trade secrets includes, but is not limited to, any confidential or
proprietary information concerning the Company’s products, plans,
customers, services, source code, object code, software, purchasing,
pricing, accounting, marketing, merchandising and selling or any other
information concerning the business of the Company or its manner of
operation not known to others in the industry and/or the public. Employee
agrees to deliver or return to the Company, at the Company’s request at
any time or upon termination of Employee’s employment or as soon
thereafter as possible, anything that includes




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	 	 	 	Confidential Information, including but not limited to documents, computer
files, tapes and disks, records, lists, data, drawings, prints, and notes.
Employee shall not cause articles to be published that contain Confidential
Information unless Employee has obtained the prior, written approval of the
Company.






	 	ii.	 	Employee recognizes that it often may be difficult to draw an exact line of distinction as to what does or does not require
confidential treatment, although, as a general rule, it may be said that
any unpublished information is secret and confidential. In those cases
where any doubt arises, Employee will obtain written permission from the
Company before using or divulging the information in question.
	 
	 	iii.	 	Employee further agrees that if he accepts a position with a
Competitor (as defined in Section 4(b)) on or before the end of the
Restricted Period and such position includes duties or responsibilities
that are the same as or similar to those Employee had at the Company
within eighteen (18) months before Employee’s termination of employment
from the Company, Employee will inevitably use or disclose Confidential
Information in the performance of Employee’s duties and responsibilities
for the Competitor. Accordingly, Employee agrees that any acceptance of
such a position on or before the end of the Restricted Period shall
violate Employee’s duties of confidentiality under this provision at
common law.
	 
	 	iv.	 	The provisions of this Section 4(c) do not supersede
any confidentiality restrictions to which Employee may be subject by
policy or as a matter of law.






	 	d.	 	Proprietary Rights. All Intellectual Property shall be work
made for hire by Employee for the Company, and if any Intellectual Property does
not qualify as work for hire, Employee assigns such Intellectual Property to the
Company. Employee shall promptly disclose to the Company all Intellectual Property
that Employee creates during Employee’s employment with the Company. During
employment and anytime after termination of Employee’s employment with the Company
for any reason, at the Company’s request and expense, Employee shall help the
Company obtain, maintain, defend and assert its rights in the Intellectual
Property. Employee authorizes the Company to apply in its own name in any foreign
country for a copyright, patent, inventor’s certificate, design registration or
similar intellectual property right based on the Intellectual Property (including
improvements and derivative works), and Employee conveys to the Company all rights
of priority in patent applications based on the Intellectual Property. Employee
appoints the Company to be Employee’s attorney-in-fact to execute those documents
and do those lawful acts related to the Intellectual Property that are consistent
with the terms of this Agreement. For purposes of this Agreement, the term
“Intellectual Property” means the Confidential Information, copyrightable works and
inventions that were made, conceived or developed by Employee (either alone or with
the help of others) during Employees’ employment with the Company that relate to
the Company’s business or business plans.




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	 	e.	 	Non-Solicitation. Employee agrees that, during the Restricted
Period, Employee will not, either directly or indirectly, solicit, induce, recruit
or encourage any of the Company’s employees to leave their employment or take away
such employees, or attempt to solicit, induce, recruit, encourage or take away
employees of the Company, either for Employee or for any other person or entity
(whether or not a Competitor).
	 
	 	f.	 	Non-Interference. Employee agrees that, during the Restricted
Period, Employee will not, either directly or indirectly, interfere with the
Company’s current or prospective contracts and relationships, including, but not
limited to, the Company’s customer, client, contractor and vendor contracts and
relationships.
	 
	 	g.	 	Cooperation. Employee agrees to cooperate with the Company for
a period of three (3) years following his termination of employment for any reason,
by being reasonably available to testify on behalf of the Company in any action,
suit or proceeding, whether civil, criminal, administrative or investigative and to
assist the Company in any such action, suit or proceeding, by providing information
and meeting and consulting at mutually agreeable times and places with the Company,
its representatives or counsel, as reasonably requested; provided that such
obligation to cooperate does not unreasonably interfere with the Employee’s
business or personal affairs. The Company agrees to reimburse the Employee for all
documented expenses reasonably incurred by the Employee in connection with the
provision of testimony or assistance or other cooperation contemplated by this
Subsection and to pay an hourly fee at a mutually agreed rate for the services
rendered by the Employee under this Subsection. Such reimbursements and hourly
fees shall be paid in accordance with Company’s normal payment timing arrangement
for non-employee service providers, and shall be paid no later than the last date
for which such reimbursements and payments are permitted to be paid pursuant to
applicable Treasury Regulations under Code Section 409A so that such reimbursements
and payments do not constitute a deferral of compensation.
	 
	 	h.	 	Remedies. Employee acknowledges that monetary damages will not
be an adequate remedy for the Company in the event of a breach of this Section 4
and that it would be impossible for the Company to measure damages in the event of
such a breach. Therefore, Employee agrees that, in addition to any other rights
the Company may have, in the event of an actual or threatened violation of
Employee’s non-competition, non-disclosure, proprietary rights and non-solicitation
obligations, the Company is entitled to seek both preliminary and permanent
injunctive relief preventing Employee from any breach (or further breach) of this
Section 4. In addition, if the Employee breaches this Section 4, Employee will pay
the Company the attorneys’ fees and other expenses incurred by the Company in
establishing such a breach and in otherwise enforcing the terms of this Section 4.
	 
	 	i.	 	Notification Requirements. During the Restricted Period, the
Employee shall be required to (i) notify the Company in writing of any oral or
written offer of employment, a consulting position or any other job duties from or
on behalf of a Competitor during the Restricted Period and (ii) notify the Company
in writing at least one (1) week prior to the acceptance of such an offer. In
addition, the Employee agrees to notify any Competitor with which Employee is
offered a position of the




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	 	 	 	Employee’s obligations under this Agreement before accepting such offer. Employee
also agrees that the Company may notify any potential or subsequent employer about
his rights and obligations under this Agreement.






	 	5.	 	Additional Compensation; No Set Off. Employee acknowledges that he would not otherwise
be entitled to the consideration described in Section 3 hereof or any awards under the
Hamilton Beach LTIP for the remainder of 2007 and that the Company is providing such
consideration in return for Employee’s agreement to be bound by the terms of this
Agreement, including, without limitation, the non-competition, non-solicitation,
non-interference and cooperation provisions described in Section 4 hereof. Except as
otherwise required by applicable law, the amounts payable under this Agreement shall not be
taken into account for purposes of determining the benefits that are payable under the
Company’s retirement plans or welfare plans. No amount payable to Employee pursuant to
this Agreement shall be reduced by any amount Employee may otherwise owe to the Company.
	 
	 	6.	 	Assignment. No interest of Employee under this Agreement, or any right to receive any
payment hereunder, shall be subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any kind, nor may such
interest or payment right be taken, voluntarily or involuntarily, for the satisfaction of
the obligations or debts of, or other claims against, Employee, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings. The Company
may assign its rights and obligations under this Agreement to any successor of the
Company’s business which expressly assumes the Company’s obligations hereunder in writing.
	 
	 	7.	 	Governing Law/Consent to Personal Jurisdiction. This Agreement shall be deemed to be
made in, and in all respects shall be interpreted, construed and governed by and in
accordance with, the laws of the Commonwealth of Virginia, without regard to any principles
governing conflicts of laws. Except as otherwise provided in this Section 7, all disputes
in relation to the Agreement and the parties’ respective obligations and performance
thereof shall be subject to the exclusive jurisdiction of the state and federal courts with
jurisdiction in Henrico County, Virginia. The Company and Employee agree and stipulate
that venue is proper in such courts and that service of process shall be valid by mailing
pursuant to Section 13, and otherwise waive service of process. The Company and Employee
further agree that, notwithstanding the provisions of this Section 7 regarding court
proceedings, at the option of either party and on written notice pursuant to Section 13 of
that party’s election of such option, either party to this Agreement may direct that any
dispute arising hereunder be settled by binding arbitration conducted in accordance with
the commercial arbitration rules of the American Arbitration Association. To be effective,
any such notice electing arbitration must be given before a grounds of defense, answer, or
similar responsive pleading on the merits has been filed in court. All arbitration
hearings shall be conducted in Henrico County, Virginia, unless otherwise mutually agreed
by the Company and Employee.
	 
	 	8.	 	Waiver of Right to Jury Trial. The Company and Employee hereby agree to waive all
rights to a jury trial in connection with any dispute arising out of or relating to the
terms of this Agreement.
	 
	 	9.	 	Severability. If any clause, phrase or provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable under any
applicable law,




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	 	 	 	this shall not affect or render invalid or unenforceable the remainder of this Agreement.
Furthermore, in the event that a court of law or equity determines that the duration of any
restrictions under this Agreement is not enforceable, this Agreement shall be deemed to be
amended to the extent necessary, but only to the extent necessary, to permit the enforcement
of the terms of this Agreement, as so amended.






	 	10.	 	Waiver. The waiver by the Company of a breach by Employee of any provision of this
Agreement shall not be construed as a waiver of any subsequent breach.
	 
	 	11.	 	Successors. The Agreement shall be binding upon and inure to the benefit of Employee,
Employee’s estate, heirs and representatives, and to the Company and the successors and
permitted assigns of the Company.
	 
	 	12.	 	Liability for Payment/Benefits Unfunded. The Employer shall be solely liable for the
payment of any amounts due hereunder. All rights of Employee under this Agreement shall at
all times be entirely unfunded, and no provision shall at any time be made with respect to
segregating any assets of the Employer for payment of any amounts due hereunder.
	 
	 	13.	 	Notice. Any notice to be given hereunder shall be in writing and shall be deemed given
when mailed by certified mail, return receipt requested, addressed as follows:





To Employee at:




[insert]




To the Company at:




Hamilton Beach/Proctor-Silex, Inc.

4421 Waterfront Drive

Glen Allen, VA 23060

Attention: Vice President, General Counsel and Secretary.





	 	14.	 	Multiple Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together shall constitute one
and the same instrument.
	 
	 	15.	 	Taxes. All payments made under this Agreement shall be subject to the Employer’s
withholding of all required foreign, federal, state and local income and employment/payroll
taxes, and all payments shall be net of such tax withholding. The parties intend that any
payment or other benefit provided under this Agreement shall be paid or provided in
compliance with Code Section 409A and the Treasury Regulations thereunder such that there
shall be no adverse tax consequences, interest, or penalties as a result of the payments,
and the parties shall interpret the Agreement in accordance with Code Section 409A and the
Treasury Regulations thereunder. The parties agree to modify this Agreement or the timing
(but not the amount) of any payment to the extent necessary to comply with Section 409A of
the Code and avoid application of any taxes, penalties or interest thereunder. However, in
the event that the payments under the Agreement are subject to any penalties or excise
taxes (including, without limitation, those specified in Code Sections 409A or 4999), the
Employee shall be solely liable for the payment of any such penalties and taxes.




13









 






	 	16.	 	Entire Agreement; Modification. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior agreements,
contracts, representations, proposals, discussions, and communications, whether oral or in
writing. In furtherance of, but without limiting the foregoing, this Agreement
specifically supersedes any prior agreement on confidentiality and intellectual property
between the Company and the Employee. This Agreement may be modified only by a writing
that is signed by both parties. This Agreement shall be enforceable in accordance with its
terms when signed by the party sought to be bound.
	 
	 	17.	 	No Mitigation. The Employee shall not have any duty to mitigate the amounts payable by
the Company under this Agreement by seeking new employment following termination. All
amounts payable pursuant to this Agreement shall be paid without reduction regardless of
any amounts of salary, compensation or other amounts which may be paid or payable to the
Employee as the result of the Employee’s employment by another employer.
	 
	 	18.	 	Other Rights. Except as provided in Section 3(c)(ii), this Agreement shall not prevent
or limit the Employee’s continuing or future participation in any benefit, bonus, incentive
or other plans provided by the Company and for which the Employee may qualify, nor shall
this Agreement limit or otherwise affect such rights as the Employee may have under any
other agreements with the Company. Amounts which are vested benefits or which the Employee
is otherwise entitled to receive under the terms of any plan or program of the Company and
any other payment or benefit required by law shall be payable in accordance with such plan,
program or applicable law except as expressly modified by this Agreement.





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     IN WITNESS WHEREOF, the parties hereto have signed this Agreement on
the date(s) set forth below.




Employee expressly acknowledges that Employee would not otherwise be entitled to receive the
consideration described in Section 3 of this Agreement or any awards under the Hamilton
Beach LTIP for the remainder of 2007 unless Employee entered into this Agreement and agreed
to be bound by its terms. Employee further acknowledges that Employee has carefully read
and understood this Agreement, including the non-competition provisions and restrictions.
Employee is executing this Agreement knowingly and voluntarily, with a full understanding of
its significance and intending to be bound by its terms.



	 	 	 	 	 	 	 	 	 
	EMPLOYEE

	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:	 	 
	 	 	 	 	 	 	 
	[insert]

	 	 	 	 	 	 
	HAMILTON BEACH/PROCTOR-SILEX, INC.

	 	 	 	 	 	 
	By:

	 	 	 	 	 	Date:	 	 
	 

	 	 

	 	 	 	 	 	 


	Title:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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