EXHIBIT 10.1
THE TIMKEN COMPANY
DIRECTOR DEFERRED COMPENSATION PLAN
The Timken Company hereby establishes, effective as of February 4, 2000,
the Director Deferred Compensation Plan for the Company. Such Plan provides
Directors with the opportunity to defer Compensation payable in cash,
Common Shares or Restricted Shares in accordance with the provisions
of this Plan.
ARTICLE I
DEFINITIONS
For the purposes hereof, the following words and phrases shall have the
meanings indicated.
1. "Account" shall mean a bookkeeping account in which Compensation
which is deferred by a Participant shall be recorded and to which dividends,
distributions, gains, losses and earnings may be credited in accordance with
the Plan.
2. "Beneficiary" or "Beneficiaries" shall mean the person or persons
designated by a Participant in accordance with the Plan to receive payment
of the remaining balance of the Participant's Account in the event of the
death of the Participant prior to receipt of the entire amount credited to
the Participant's Account.
3. "Board" shall mean the Board of Directors of the Company.
4. "Code" shall mean the Internal Revenue Code of 1986, as amended.
5. "Change in Control" shall mean that:
(i) All or substantially all of the assets of the Company are
sold or transferred to another corporation or entity, or the Company is
merged, consolidated or reorganized into or with another corporation or
entity, with the result that upon conclusion of the transaction less than
51 percent of the outstanding securities entitled to vote generally in
the election of directors or other capital interests of the acquiring
corporation or entity is owned, directly or indirectly, by the
shareholders of the Company generally prior to the transaction; or
(ii) There is a report filed on Schedule 13D or Schedule 14D-1 (or
any successor schedule, form or report thereto), as promulgated pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act"), disclosing
that any person (as the term "person" is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) has become the beneficial owner
(as the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation thereto under the Exchange Act) of securities
representing 30 percent or more of the combined voting power of the then-
outstanding voting securities of the Company; or
(iii) The Company shall file a report or proxy statement with
the Securities and Exchange Commission (the "SEC") pursuant to the Exchange
Act disclosing in response to Item 1 of Form 8-K thereunder or Item 5(f) of
Schedule 14A thereunder (or any successor schedule, form, report of item
thereto) that a change in control of the Company has or may have occurred,
or will or may occur in the future, pursuant to any then-existing contract
or transaction; or
(iv) The individuals who constituted the Board at the beginning of
any period of two consecutive calendar years cease for any reason to
constitute at least a majority thereof unless the nomination for election
by the Company's shareholders of each new member of the Board was approved
by a vote of at least two-thirds of the members of the Board still in office
who were members of the Board at the beginning of any such period.
6. "Committee" shall mean the Compensation Committee of the Board or
such other Committee as may be authorized by the Board to administer the Plan.
7. "Common Shares" shall mean shares of common stock without par value
of the Company or any security into which such Common Shares may be changed by
reason of any transaction or event of the type referred to in Section 9 of
Article II of the Plan.
8. "Company" shall mean The Timken Company and its successors,
including, without limitation, the surviving corporation resulting from any
merger or consolidation of The Timken Company with any other corporation
or corporations.
9. "Compensation" shall mean (i) cash compensation earned as a
Director, including retainer and committee fees, and (ii) incentive
compensation payable in the form of Common Shares or Restricted Shares
pursuant to the Long-Term Incentive Plan or any similar plan approved
by the Committee for purposes of this Plan.
10. "Director" shall mean any member of the Board.
11. "Election Agreement" shall mean an agreement in substantially
the form attached hereto as Exhibit A, as modified from time to time by the
Company.
12. "Insolvent" shall mean that the Company has become subject to a
pending voluntary or involuntary proceeding under the United States Bankruptcy
Code or has become unable to pay its debts as they mature.
13. "Long-Term Incentive Plan" shall mean The Timken Company Long-Term
Incentive Plan, as amended from time to time, or any similar long-term
incentive plan.
14. "Participant" shall mean any Director who has at any time elected to
defer the receipt of Compensation in accordance with the Plan.
15. "Plan" shall mean this deferred compensation plan, which shall be
known as the Director Deferred Compensation Plan for The Timken Company.
16. "Restricted Shares" shall mean Common Shares granted pursuant to
Section 9 of the Long-Term Incentive Plan as to which neither the substantial
risk of forfeiture nor the restrictions on transfer has expired.
17. "Year" shall mean a calendar year.
ARTICLE II
ELECTION TO DEFER
1. Eligibility. A Director may elect to defer receipt of all or a
specified part of his or her Compensation for any Year in accordance with
Section 2 of this Article. A Director's entitlement to defer shall cease with
respect to the Year following the Year in which he or she ceases to be
a Director.
2. Election to Defer. A Director who desires to defer all or part of
his or her Compensation pursuant to this Plan must complete and deliver an
Election Agreement to the Director of Compensation and Benefits or the
Corporate Secretary of the Company prior to the beginning of the first year
of service for which such Compensation is payable; provided, however, that in
the first year in which an individual becomes a Director, the individual may
deliver an Election Agreement to the Director of Compensation and Benefits or
Corporate Secretary of the Company, with respect to Compensation for services
to be earned subsequent to filing of such Election Agreement within 30 days
after the individual becomes a Director; and provided further that, with
respect to Compensation for services to be earned in 2000, the individual may
deliver an Election Agreement to the Director of Compensation and Benefits or
Corporate Secretary of the Company on or prior to February 29, 2000, with
respect to Compensation for services to be earned
in 2000 subsequent to the filing of such Election Agreement. A Director
who timely delivers an Election Agreement to the Director of Compensation
and Benefits or Corporate Secretary of the Company shall be a Participant.
An Election Agreement that is timely delivered shall be effective for the
succeeding Year, and except as otherwise specified by a Director in his or her
Election Agreement, the Election Agreement shall continue to be effective from
Year to Year until revoked or modified by written notice to the Director of
Compensation and Benefits or Corporate Secretary of the Company or until
terminated automatically upon either the termination of the Plan or the
Company becoming Insolvent. In order to be effective to revoke or modify
an election to defer Compensation payable in any particular Year, a revocation
or modification must be delivered prior to the beginning of the Year of
service for which such Compensation is payable.
3. Amount Deferred; Period of Deferral. A Participant shall designate
on the Election Agreement the percentage or the dollar amount of his or her
Compensation that is to be deferred. A Participant may specify in the
Election Agreement that different percentages or dollar amounts shall apply
to different compensation plans or different forms of payment, i.e., cash,
Common Shares or Restricted Shares. The applicable percentage(s) or dollar
amount(s) of Compensation shall be deferred until the earlier to occur of
(i) the date the Participant ceases to be a Director by death, retirement
or otherwise or (ii) the date specified by the Participant in the Election
Agreement, including a date determined by reference to the date the
Participant ceases to be a Director by death, retirement or otherwise.
4. Accounts.
(i) Cash Compensation that a Participant elects to defer shall be
treated as if it were set aside in an Account on the date the Compensation
would otherwise have been paid to the Participant. A Participant's Account
shall be credited with gains, losses and earnings based on hypothetical
investment directions made by the Participant, in accordance with investment
deferral crediting options and procedures adopted by the Committee from time
to time. The investment deferred crediting options shall include (x) a
hypothetical Common Shares fund and (y) a hypothetical cash fund. To the
extent a Participant chooses the hypothetical Common Share fund, the
deferred cash Compensation shall be deemed to be invested in that number of
whole and fractional Common Shares determined by dividing the amount of cash
Compensation to be deferred by the fair market value per share of such Common
Shares on the date such cash Compensation would otherwise be paid. A
Participant's Account shall be credited from time to time with additional cash
amounts equal to dividends or other distributions paid on the number of Common
Shares reflected in the Account. Any additional cash amounts shall be
credited with gains, losses and earnings based on hypothetical investment
directions made by the Participant, including deemed investment in the
hypothetical Common Shares fund. To the extent a Participant chooses the
hypothetical cash fund, such amounts, unless otherwise determined by the
Committee, shall be credited with interest computed quarterly on the lowest
balance in the Account during such quarter at the prime rate in effect
according to The Wall Street Journal on the last day of such quarter plus 1%.
A Participant may change such hypothetical investment directions pursuant
to such procedures adopted by the Committee from time to time. The Company
specifically retains the right in its sole discretion to change the investment
deferral crediting options and procedures from time to time. By electing to
defer any amount pursuant to the Plan, each Participant shall thereby
acknowledge and agree that the Company is not and shall
not be required to make any investment in connection with the Plan, nor is it
required to follow the Participant's hypothetical investment directions in
any actual investment it may make or acquire in connection with the Plan or
in determining the amount of any actual or contingent liability or obligation
of the Company thereunder or relating thereto. Any amounts credited to a
Participant's Account with respect to which a Participant does not provide
investment direction shall be credited with earnings in an amount determined
by the Committee in its sole discretion or, if an amount is not so determined,
such amounts shall be credited to the hypothetical cash fund until further
ordered by the Committee or the Board of Directors. A Participant's Account
shall be adjusted as of each business day, except that interest, if any, for a
calendar quarter shall be credited on the first day of the following quarter.
(ii) Compensation payable in the form of Common Shares that a
Participant elects to defer shall be reflected in a separate Account, which
shall be credited with the number of Common Shares that would otherwise have
been issued or transferred and delivered to the Participant. Such Account
shall be credited from time to time with amounts equal to dividends or other
distributions paid on the number of Common Shares reflected in such Account,
and such Account shall be credited with gains, losses and earnings on cash
amounts credited to such Account from time to time in the manner provided in
Subsection (i) above with respect to cash Compensation.
(iii) To the extent a Participant elects deferral with respect
to Restricted Shares, the Participant agrees to forego his award of Restricted
Shares and instead a separate Account for the Participant will be credited
with the number of Common Shares that would otherwise have been covered by the
foregone award of Restricted Shares. The number of Common Shares credited to
the Participant's Account shall become vested and nonforfeitable on the same
date that
the corresponding Restricted Shares would have become vested. A Participant
shall elect a payment date for the number of Common Shares credited to his
Account that is no earlier than the later of (x) date on which the number
of Common Shares credited to his Account shall become vested and (y) three
years from the date of the award. Such Account shall be credited from time to
time with amounts equal to dividends or other distributions paid on the number
of Common Shares reflected in such Account, and such Account shall be credited
with gains, losses and earnings on cash amounts credited to such Account from
time to time in the manner provided in Subsection (i) above with respect to
cash Compensation.
5. Payment of Accounts. The amounts in Participants' Accounts shall be
paid as provided in this Section 5.
(i) The amount of a Participant's Account attributable to deferral
of cash Compensation (including any amount that is deemed to be invested in a
hypothetical Common Shares fund) shall be paid to the Participant in cash in a
lump sum or in a number of approximately equal quarterly installments (based
on initial value), not to exceed 40, as designated by the Participant in the
Election Agreement. The amount of such Account remaining unpaid shall
continue to be credited with gains, losses and earnings, as provided in
Section 4 of this Article. The lump sum payment or the first quarterly
installment, as the case may be, shall be made as soon as practicable
following the end of the period of deferral as specified in Section 3 of this
Article.
(ii) The number of Common Shares in a Participant's Account
attributable to deferral of Compensation payable in the form of Common Shares
or Restricted Shares shall be issued or transferred to the Participant in
Common Shares in one installment or in a number of approximately equal
quarterly installments, not to exceed 40, as designated by the Participant
in the Election Agreement. The one installment or first quarterly
installment, as the case may be,
shall be made as soon as practicable following the end of the period of
deferral as specified in Section 3 of this Article. All amounts credited to
such Account in respect of dividends, distributions and gains, losses and
earnings thereon as provided in Subsections (ii) or (iii) of Section 4 of this
Article shall likewise be paid to the Participant at the same time the shares
causing the dividend, distribution or interest are transferred to the
Participant.
6. Death of a Participant. In the event of the death of a Participant,
the amount of the Participant's Account or Accounts shall be paid to the
Beneficiary or Beneficiaries designated in a writing substantially in the
form attached hereto as Exhibit B (the "Beneficiary Designation"), in
accordance with the Participant's Election Agreement and Section 5 of this
Article. A Participant's Beneficiary Designation may be changed at any time
prior to his or her death by the execution and delivery of a new Beneficiary
Designation. The Beneficiary Designation on file with the Company that bears
the latest date at the time of the Participant's death shall govern. In the
absence of a Beneficiary Designation or the failure of any Beneficiary to
survive the Participant, the amount of the Participant's Account or Accounts
shall be paid to the Participant's estate in a lump sum 90 days after the
appointment of an executor or administrator. In the event of the death of
the Beneficiary or Beneficiaries after the death of a Participant, the
remaining amount of the Account or Accounts shall be paid in a lump sum to the
estate of the last Beneficiary to receive payments 90 days after the
appointment of an executor or administrator.
7. Small Payments. Notwithstanding the foregoing, if installment
payments elected by a Participant would result in a payment with a value of
less than $500, or if the total Account has a value of less than $5,000, the
entire amount of the Participant's Account or Accounts may at the discretion
of the Company be paid in a lump sum to the Participant or Beneficiary in
accordance with Section 6 of this Article.
8. Acceleration. Notwithstanding the provisions of the foregoing:
(i) if a Change in Control occurs, the amount of each Participant's Account
or Accounts shall immediately be paid to the Participant in full; (ii) in
the event of an unforeseeable emergency, as defined in section 1.457-2(h)(4)
and (5) of the Income Tax Regulations, that is caused by an event beyond the
control of the Participant or Beneficiary and that would result in severe
financial hardship to the individual if acceleration were not permitted, the
Committee may in its sole discretion accelerate the payment to the Participant
or Beneficiary of the amount of his or her Account or Accounts, but only up
to the amount necessary to meet the emergency.
9. Adjustments. The Committee may make or provide for such adjustments
in the numbers of Common Shares credited to Participants' Accounts, and in the
kind of shares so credited, as the Committee in its sole discretion, exercised
in good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from
(i) any stock dividend, stock split, combination of shares, recapitalization
or other change in the capital structure of the Company, or (ii) any merger,
consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities, or (iii) any other corporate
transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all Common Shares
deliverable under this Plan such alternative consideration as it, in good
faith, may determine to be equitable in the circumstances.
10. Fractional Shares. The Company shall not be required to issue any
fractional Common Shares pursuant to this Plan. The Committee may provide
for the elimination of fractions or for the settlement of fractions in cash.
ARTICLE III
ADMINISTRATION
The Company, through the Committee, shall be responsible for the
general administration of the Plan and for carrying out the provisions hereof.
The Committee shall have all such powers as may be necessary to carry out the
provisions of the Plan, including the power to (i) determine all questions
relating to eligibility for participation in the Plan and the amount in the
Account or Accounts of any Participant and all questions pertaining to claims
for benefits and procedures for claim review, (ii) resolve all other questions
arising under the Plan, including any questions of construction, and (iii) take
such further action as the Company shall deem advisable in the administration
of the Plan. The actions taken and the decisions made by the Committee
hereunder shall be final and binding upon all interested parties.
ARTICLE IV
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at any
time by action of the Board; provided, however, that no such action shall
adversely affect any Participant or Beneficiary who has an Account, or result
in the acceleration of payment of the amount of any Account (except as
otherwise permitted under the Plan), without the consent of the Participant
or Beneficiary.
ARTICLE V
MISCELLANEOUS
1. Non-alienation of Deferred Compensation. Except as permitted by this
Plan, no right or interest under this Plan of any Participant or Beneficiary
shall, without the written consent of the Company, be (i) assignable or
transferable in any manner, (ii) subject to alienation, anticipation, sale,
pledge, encumbrance, attachment, garnishment or other legal process or
(iii) in any manner liable for or subject to the debts or liabilities of the
Participant or Beneficiary.
2. Interest of Director. The obligation of the Company under the Plan
to make payment of amounts reflected in an Account merely constitutes the
unsecured promise of the Company to make payments from its general assets
or in the form of its Common Shares, as the case may be, as provided herein,
and no Participant or Beneficiary shall have any interest in, or a lien or
prior claim upon, any property of the Company. It is the intention of the
Company that the Plan be unfunded for tax purposes and for purposes of Title I
of ERISA. The Company may create a trust to hold funds, Common Shares or
other securities to be used in payment of its obligations under the Plan, and
may fund such trust; provided, however, that any funds contained therein shall
remain liable for the claims of the Company's general creditors.
3. Claims of Other Persons. The provisions of the Plan shall in no
event be construed as giving any other person, firm or corporation any legal
or equitable right as against the Company or the officers, employees or
Directors of the Company, except any such rights as are specifically provided
for in the Plan or are hereafter created in accordance with the terms and
provisions of the Plan.
4. Severability. The invalidity and unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the
Plan shall be construed in all respects as if such invalid or unenforceable
provision were omitted herefrom.
5. Governing Law. Except to the extent preempted by federal law, the
provisions of the Plan shall be governed and construed in accordance with the
laws of the State of Ohio.
6. Relationship to Other Plans. This Plan is intended to serve the
purposes of and to be consistent with the Long-Term Incentive Plan and any
similar plan approved by the Committee for purposes of this Plan. The
issuance or transfer of Common Shares pursuant to this Plan shall be subject
in all respects to the terms and conditions of the Long-Term Incentive Plan
and any other such plan. Without limiting the generality of the foregoing,
Common Shares credited to the Accounts of Participants pursuant to this Plan
as a result of the deferral of Compensation payable in Common Shares or
Restricted Shares shall be taken into account for purposes of Section 3 of the
Long-Term Incentive Plan (Shares Available Under the Plan) and for purposes of
the corresponding provisions of any other such plan.
EXHIBIT A
(Continuing Directors)
THE TIMKEN COMPANY DIRECTOR DEFERRED COMPENSATION PLAN
ELECTION AGREEMENT
I, ______________________, hereby elect to participate in
the Director Deferred Compensation Plan for The Timken Company (the
"Plan") with respect to the Compensation that I may receive beginning
April 1, 2000.
I hereby elect to defer payment of the Compensation which I
otherwise would be entitled to receive as follows:
Deferral of Cash Deferral of Common Shares
1. Percentage or dollar amount 1. Percentage or dollar amount
of Board retainer and Committee value of Common Shares payable
fees, if any, payable (a) in as a result of the annual
2000 only [ ] or (b) in 2000 automatic award (a) in 2000
and in later years [ ] (check only [ ] or (b) in 2000 and in
one): later years [ ] (check one):
25% [ ] 100% [ ] 25% [ ] 100% [ ]
50% [ ] ___% [ ] 50% [ ] ___% [ ]
$___ [ ] __shares [ ] $___ [ ]
2. Percentage of deferred 2. Percentage of dividend
amount to be invested in Common equivalents to be invested in
Shares fund and/or cash fund Common Shares fund and/or cash
(total of percentages must fund (total of percentages must
equal 100%): equal 100%):
a. Common Shares fund ____% a. Common Shares fund ____%
b. Cash fund ____% b. Cash fund ____%
3. To the extent of any 3. Please make payment of the
election to Common Shares fund, above specified Compensation
percentage of dividend together with all accrued
equivalents to be invested in amounts reflected in my Account
Common Shares fund and/or cash as follows:
fund (total of percentages must
equal 100%): a. Pay in lump sum [ ]
b. Pay in __ approximately
a. Common Shares fund _____% equal quarterly installments
b. Cash fund _____% (based on inital value) [ ]
4. Please make payment of the 4. Please defer my receipt of
above specified cash Common Shares together with the
Compensation together with all cash credited to my Account
accrued amounts reflected in my equal to dividends or other
Account as follows: distributions paid on the
number of shares reflected in
a. Pay in lump sum [ ] such Account, together with all
b. Pay in ___ approximately accrued amounts, as follows:
equal quarterly installments
(based on initial value) [ ]
a. Defer until the date I cease
5. Please defer payment or to be a Director [ ]
make payment of first b. Defer until _____[ ]
installment as follows: (specify date or number of
years following termination as
a. Defer until the date I member of the Board)
cease to be a Director [ ]
b. Defer until _________ [ ]
(specify date or number of
years following
termination as member of
the Board)
I acknowledge that I have reviewed the Plan and understand
that my participation will be subject to the terms and conditions
contained in the Plan. Capitalized terms used, but not otherwise
defined, in this Election Agreement shall have the respective
meanings assigned to them in the Plan.
I understand that (i) this Election Agreement shall
continue to be effective from Year to Year except as specified above
and except as otherwise provided in the Plan and (ii) in order to be
effective to revoke or modify this Election Agreement with respect to
Compensation otherwise payable in a particular Year, a revocation or
modification must be delivered to the Director of Compensation and
Benefits or Corporate Secretary of the Company prior to the beginning
of the first Year of service for which such Compensation is payable.
I acknowledge that I have been advised to consult with my
own financial, tax, estate planning and legal advisors before making
this election to defer in order to determine the tax effects and
other implications of my participation in the Plan.
Dated this _____day of _________, 2000.
____________________________ _________________________________
(Signature) (Print or type name)
EXHIBIT A
(New Directors)
THE TIMKEN COMPANY DIRECTOR DEFERRED COMPENSATION PLAN
ELECTION AGREEMENT
I, _______________________________, hereby elect to participate in
the Director Deferred Compensation Plan for The Timken Company (the
"Plan") with respect to the Compensation that I may receive beginning
April 1, 2000. I hereby elect to defer payment of the Compensation
which I otherwise would be entitled to receive as follows:
Deferral of Cash Deferral of Common Deferral of
Shares Restricted Shares
1. Percentage or
dollar amount of 1. Percentage or 1. Percentage or
Board retainer and dollar amount value dollar amount value
Committee fees, if of Common Shares of Restricted
any, payable (a) in payable as a result Shares, if any,
2000 only [ ] or of the annual payable as a result
(b) in 2000 and in automatic award (a) of the one-time
later years [ ] in 2000 only [ ] or award received upon
(check one): (b) in 2000 and in election to the
later years [ ] Board:
25% [ ] 100% [ ] (check one):
25% [ ] 100% [ ]
50% [ ] ___% [ ] 25% [ ] 100% [ ]
50% [ ] ___% [ ]
50% [ ] ___% [ ]
$___% [ ]
___ shares [ ] $[ ]
___ shares [ ] $[ ]
2. Percentage of
deferred amount to 2. Percentage of
be invested in 2. Percentage of dividend equivalents
Common Shares fund dividend equivalents to be invested in
and/or cash fund to be invested in Common Shares fund
(total of Common Shares fund and/or cash fund
percentages must and/or cash fund (total of
equal 100%): (total of percentages percentages must
must equal 100%) equal 100%)
a. Common Shares
fund ____% a. Common Shares a. Common Shares
b. Cash fund fund ____% fund ____%
____% b. Cash fund ____%
b. Cash fund ____%
3. To the extent 3. Please make
of any election to 3. Please make payment of the above
Common Shares fund,payment of the above specified
percentage of specified Compensation
dividend Compensation together together with all
equivalents to be with all accrued accrued amounts
invested in Common amounts reflected in reflected in my
Shares fund and/or my Account as Account as follows:
cash fund (total offollows:
percentages must a. Pay in lump sum
equal 100%): a. Pay in lump sum [ ]
[ ] b. Pay in __
a. Common Shares b. Pay in __ approximately
fund ____% approximately equal quarterly
equal quarterly installments
b. Cash fund ____% installments (based on
(based on initial initial value)
4. Please make value) [ ] [ ]
payment of the
above specified 4. Please defer my 4. Please defer my
cash Compensation receipt of Common receipt of Common
Together with all Shares together with Shares together with
accrued amounts the cash credited to the cash credited to
reflected in my my Account equal to my Account equal to
Account as follows: dividends or other dividends or other
distributions paid on distributions paid
a. Pay in lump the number of shares on the number of
sum [ ] reflected in such shares reflected in
b. Pay in __ Account, together such Account,
approximately with all accrued together with all
equal amounts, as follows: accrued amounts, as
quarterly follows (payment
installments a. Defer until the date may be no
(based on date I cease to earlier than the
initial value) be a Director [ ]later of (x) the
[ ] b. Defer until date the Restricted
______ [ ] Shares otherwise
5. Please defer (specify would have become
payment or make date or number of vested or (y) three
payment of first years following years from the date
installment as termination as of the award):
follows: member of the
Board) [ ] a. Defer until the
a. Defer until date I cease to
the date I be a Director
cease to be a [ ]
Director [ ] b. Defer until
b. Defer until _____ [ ]
_________ [ ] (specify date
(specify date or number of
or number of years following
years termination as
following member of the
termination as Board) [ ]
member of the
Board)
I acknowledge that I have reviewed the Plan and understand
that my participation will be subject to the terms and conditions
contained in the Plan. Capitalized terms used, but not otherwise
defined, in this Election Agreement shall have the respective
meanings assigned to them in the Plan.
I understand that (i) this Election Agreement shall
continue to be effective from Year to Year except as specified above
and except as otherwise provided in the Plan and (ii) in order to be
effective to revoke or modify this Election Agreement with respect to
Compensation otherwise payable in a particular Year, a revocation or
modification must be delivered to the Director of Compensation and
Benefits or Corporate Secretary of the Company prior to the beginning
of the first Year of service for which such Compensation is payable.
I acknowledge that I have been advised to consult with my
own financial, tax, estate planning and legal advisors before making
this election to defer in order to determine the tax effects and
other implications of my participation in the Plan.
Dated this ________day of ____________, 2000.
______________________________ _______________________________
(Signature) (Print or type name)
EXHIBIT B
DIRECTOR DEFERRED COMPENSATION PLAN
THE TIMKEN COMPANY
BENEFICIARY DESIGNATIONS
In accordance with the terms and conditions of the Director
Deferred Compensation Plan of The Timken Company (the "Plan"), I
hereby designate the person(s) indicated below as my beneficiary(ies)
to receive the amounts payable under said Plan.
Name
Address
Social Sec. Nos. of Beneficiary(ies) ___________
Relationship(s) ____________________
Date(s) of Birth ___________________
In the event that the above-named beneficiary(ies) predecease(s)
me, I hereby designate the following person as beneficiary(ies);
Name
Address
Social Sec. Nos. of Beneficiary(ies) ___________
Relationship(s) ____________________
Date(s) of Birth ___________________
I hereby expressly revoke all prior designations of
beneficiary(ies), reserve the right to change the beneficiary(ies)
herein designated and agree that the rights of said beneficiary(ies)
shall be subject to the terms of the Plan. In the event that there
is no beneficiary living at the time of my death, I understand that
the amounts payable under the Plan will be paid to my estate.
____________________
Date (Signature)
(Print or type name)