Exhibit 10.6
HAMILTON BEACH/PROCTOR-SILEX, INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005)
1. Effective Date
The Effective Date of this amendment and restatement of the Hamilton
Beach/Proctor-Silex, Inc. Long-Term Incentive Compensation Plan (the "Plan") is
January 1, 2005.
2. Purpose of the Plan
The purpose of this Plan is to further the long-term profits and growth of
Hamilton Beach/Proctor-Silex, Inc. (the "Company") by enabling the Company to
attract and retain key management employees by offering long-term incentive
compensation to those officers and key management employees who will be in a
position to make significant contributions to such profits and growth. This
incentive is in addition to annual compensation and is intended to reflect
growth in the value of the Company's stockholders' equity.
3. Application of the American Jobs Creation Act ("AJCA")
(a) Awards with Grant Dates of January 1, 2004 (the "Pre-2005 Awards") are
"grandfathered" under Code Section 409A (as enacted by the AJCA) and, as such,
will continue to be governed by the law applicable to nonqualified deferred
compensation prior to the enactment of Code Section 409A.
(b) Awards with Grant Dates of January 1, 2005 or later (the "Post-2004
Awards") are subject to the provisions of Code Section 409A, as enacted by the
AJCA. It is intended that the provisions of the Plan that relate to the
Post-2004 Awards be administered in accordance with the requirements of Code
Section 409A, so as to prevent the inclusion in gross income of any Post-2004
Awards hereunder in a taxable year that is prior to the taxable year or years in
which such Awards would otherwise be actually paid or made available to the
Participant.
4. Definitions
(a) "Award" shall mean an award of Book Value Units granted to a
Participant under this Plan for an Award Year in an amount determined pursuant
to a formula which is established by the Committee not later than the 90th
calendar day of the Award Year. The Participant's Awards shall be
HB LTIP/2005 Restatement
further divided into the Pre-2005 Awards and the Post-2004 Awards in accordance
with the terms of Section 3 hereof.
(b) "Award Units" shall mean Book Value Units which are issued pursuant to,
and with such restrictions as are imposed by, the terms of this Plan.
(c) "Award Unit Price" as to any Book Value Unit shall mean the Book Value
on the Quarter Date coincident with or immediately preceding the Grant Date of
the Award.
(d) "Award Year" shall mean the calendar year on which an Award is based.
(e) "Beneficiary" shall mean the person(s) designated in writing (on a form
acceptable to the Committee) to receive the payment of all Awards hereunder in
the event of the death of a Participant. In the absence of such a designation
and at anytime when there is no existing Beneficiary hereunder, a Participant's
Beneficiary shall be his surviving legal spouse or, if none, his estate.
(f) "Book Value" as to any Book Value Unit shall mean an amount determined
by the Committee or, if no amount is set by the Committee, as of any date (i)
the stockholders' equity (as determined in accordance with generally accepted
accounting principles, applied on a consistent basis) allocable to the Common
Stock of the Company, as set forth on the balance sheet of the Company as of the
Quarter Date coincident with or immediately preceding such date, divided by (ii)
the number of Notional Shares existing as of such Quarter Date; provided,
however, that Book Value and/or the number of Notional Shares may be adjusted to
such an extent as may be determined by the Committee to preserve the benefit of
the arrangement for holders of Book Value Units and the Company, if in the
opinion of the Committee, after consultation with the Company's independent
public accountants, changes in the Company's accounting policies, acquisitions
or other unusual or extraordinary items have materially affected the
stockholders' equity allocable to the Notional Shares.
(g) "Book Value Unit" or "Unit" shall mean a right granted pursuant to the
terms and conditions set forth in Section 7.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(i) "Committee" shall mean the Compensation Committee of the Company's
Board of Directors or any other committee appointed by the Company's Board of
Directors to administer this Plan in accordance with Section 5.
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(j) "Disability" or "Disabled." A Participant shall be deemed to have a
"Disability" or be "Disabled" if the Participant is determined to be totally
disabled by the Social Security Administration or if the Participant (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 and health plan.
(k) "Grant Date" shall mean the effective date of an Award, as determined
under Section 7(b)(ii) of the Plan.
(l) "Guidelines" shall mean the annual guidelines that are approved by the
Committee for the administration of the Awards granted under the Plan. To the
extent that there is any inconsistency between the Guidelines and the Plan, the
Guidelines shall control.
(m) "Hay Salary Grade" shall mean the salary grade or points assigned to a
Participant by the Company pursuant to the Hay Salary System, or any successor
salary system subsequently adopted by the Company; provided, however, that for
purposes of determining Target Awards for U.S. Participants, the midpoints of
the National Salary ranges shall be used.
(n) "Key Employee" shall mean a key employee, as defined in Section 416(i)
of the Code (without regard to paragraph (5) thereof) of the Company as long as
the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on
an established securities market or otherwise on the date of the Employee's
Termination of Employment. Key Employees are identified on a Controlled
Group-wide basis and include non-resident alien Employees (whether or not such
Employees are eligible to participate in the Plan). The selected identification
date for Key Employees is December 31st. As such, any Employee who is classified
by the Company as a Key Employee as of December 31st of a particular Plan Year
shall maintain such classification for the 12-month period commencing the
following April 1st. The Company shall have the sole and absolute discretion to
classify Employees as Key Employees hereunder. To the extent determined by the
Company, such classification may include up to 75 highly compensated Employees
(including some who do not meet the statutory requirements of a Key Employee) as
long as such determination is made in a consistent, reasonable and good faith
manner.
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(o) "Maturity Date" shall mean the date established by the Committee with
respect to a Post-2004 Award, as determined under Section 10(a) of the Plan.
(p) "Notional Shares"shall mean the number of assumed shares of Common
Stock of the Company as determined by the Committee from time to time in order
to implement the purposes of the Plan. The number of Notional Shares under the
Plan (including the Plan as in effect prior to the Effective Date) shall equal
15 million shares.
(q) "Participant" shall mean any person who meets the eligibility criteria
set forth in Section 6 and who is granted an Award under the Plan.
(r) "Quarter Date" shall mean the last business day of each calendar
quarter.
(s) "Retirement" or "Retire" shall mean the termination of a Participant's
employment with the Company after the Participant has reached age 55 and
completed at least 5 years of service.
(t) "Target Award" shall mean the dollar value of the Award to be paid to a
Participant under the Plan assuming that the performance targets are met.
(u) "Termination of Employment" shall mean a separation of service as
defined in Code Section 409A (and the regulations and guidance issued
thereunder).
(v) "Unforeseeable Emergency" shall mean an event which results in a severe
financial hardship to the Participant as a consequence of (i) an illness or
accident of the Participant, the Participant's spouse or a dependent within the
meaning of Code Section 152(a), (ii) loss of the Participant's property due to
casualty or (iii) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.
5. Administration
(a) This Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the action of members of the Committee
present at any meeting at which a quorum is present, or acts unanimously
approved in writing, shall be the act of the Committee. All acts and decisions
of the Committee with respect to any questions arising in connection with the
administration and interpretation of this Plan, including the severability of
any or all of the provisions hereof, shall be conclusive, final and binding upon
the Company and all present and former Participants,
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all other employees of the Company, and their respective descendants, successors
and assigns. No member of the Committee shall be liable for any such act or
decision made in good faith.
(b) The Committee shall have complete authority to interpret all provisions
of this Plan, to prescribe the form of any instrument evidencing any Award
granted under this Plan, to adopt, amend and rescind general and special rules
and regulations for its administration (including, without limitation, the
Guidelines and any such rules or regulations deemed necessary or appropriate in
connection with the requirements of Code Section 409A to the extent applicable),
and to make all other determinations necessary or advisable for the
administration of this Plan.
6. Eligibility
Any person who is classified by the Company as a salaried employee of the
Company generally at a Hay Salary Grade of 17 or above (or a compensation level
equivalent thereto), who in the judgment of the Committee occupies an officer or
other key management position in which his efforts may significantly contribute
to the profits or growth of the Company, may be awarded Book Value Units;
provided, however, that (a) directors of the Company who are not classified as
salaried employees of the Company and (b) leased employees (as such term is
defined in Code Section 414) shall not be eligible to participate in the Plan.
In addition, notwithstanding the foregoing, salaried employees of the Company
who are participants in the Hamilton Beach/Proctor-Silex, Inc. Senior Executive
Long-Term Incentive Compensation Plan for a particular Award Year shall not be
eligible to participate in this Plan and receive an Award hereunder for the same
Award Year. A person who satisfies the requirements of this Section shall become
a Participant in the Plan when granted an Award hereunder.
7. Granting of Awards
The Committee may, from time to time and upon such conditions as it may
determine, authorize the granting of Awards to Participants, which shall be not
inconsistent with, and shall be subject to all of the requirements of, the
following provisions:
(a) Not later than the ninetieth day of each Award Year, the Committee
shall approve (i) a Target Award to be granted to each Participant for such
Award Year and (ii) a formula for determining the amount of each Award, which
formula is based upon the Company's average return on total capital employed for
such Award Year.
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(b) Effective no later than April of the calendar year following the Award
Year, the Committee shall approve:
(i) a preliminary calculation of the amount of each Award based upon
the application of the formula (as in effect at the calculation
date) and actual performance to the Target Awards previously
determined in accordance with Section 7(a); and
(ii) a final calculation of the amount of each Award to be granted to
each Participant for the Award Year (the "Grant Date" of such
Award being January 1st of the calendar year following the Award
Year). The Committee shall have the power to increase or decrease
the amount of any Award above or below the amount determined in
accordance with Section 7(b)(i); provided, however, no Award,
including any Award equal to the Target Award, shall be payable
under the Plan to any Participant except as determined by the
Committee.
(c) Calculations of Target Awards shall initially be based on a
Participant's Hay Salary Grade as of January 1 of the Award Year. However,
Target Awards may be changed during or after an Award Year under the following
circumstances: (i) if a Participant receives a change in Hay Salary Grade,
salary midpoint and/or long-term incentive compensation target percentage, such
change will be reflected in a pro-rata Target Award, (ii) employees hired into
or promoted to a position eligible to participate in the Plan (as specified in
Section 6 above) during an Award Year will, if designated as a Plan Participant
by the Committee, be assigned a pro-rated Target Award based on their length of
service during an Award Year and (iii) the Committee may increase or decrease
the amount of the Target Award at any time, in its sole and absolute discretion.
In order to be eligible to receive an Award for an Award Year, the Participant
must be employed by the Company and must be a Participant on December 31 of the
Award Year; provided, however, that if a Participant dies, becomes Disabled or
Retires during the Award Year, the Participant shall be entitled to a pro-rata
portion of the Award for such Award Year, based on the number of days the
Participant was actually employed by the Company during the Award Year.
(d) Each Award shall be granted in the form of Book Value Units. The number
of Book Value Units to be issued to a Participant shall be determined by
dividing the amount of the Award by the
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Award Unit Price. Notwithstanding any other provision of the Plan, the maximum
cash value of the Awards granted to a Participant under this Plan in a single
year shall not exceed $2,250,000.
(e) Multiple Awards may be granted to a Participant; provided, however,
that no two Awards to a Participant may have identical performance periods.
8. Vesting
All Book Value Units granted pursuant to an Award hereunder shall be
immediately 100% vested as of the Grant Date.
9. Payment of Pre-2005 Awards
(a) Payment Restrictions. Each Pre-2005 Award shall provide that the Book
Value Units granted therein shall be subject to a payment restriction in the
manner and to the extent prescribed by the Committee for a period of five years
from the Grant Date, or such other shorter or longer period as may be specified
in the Guidelines for the Award Year. Notwithstanding the foregoing, such
payment restrictions shall automatically lapse upon death or termination of
employment by reason of permanent disability (as determined by the Committee) or
Retirement.
(b) PaymentDate/Value. Unless a Participant makes a deferral election under
Subsection (c) of this Section, as soon as practicable following the lapse of a
payment restriction applicable to a Pre-2005 Award pursuant to Subsection (a) of
this Section, the Company shall deliver to the Participant (or, if applicable,
his Beneficiary), a check in full payment of the Book Value Units granted
pursuant to such Award. The value of such Book Value Units shall be based on the
Book Value as of the Quarter Date coincident with or immediately preceding the
date on which the payment restriction lapses; provided, however, that for
Participants who terminated employment for reasons other than permanent
disability or Retirement prior to the date on which the payment restriction
lapses, the value of such Book Value Units shall be based on the Book Value as
of the Quarter Date coincident with or immediately preceding the date of
termination.
(c) Deferral Option. Prior to the date described in Subsection (b) of this
Section, subject to the rules and procedures specified in the Guidelines, a
Participant who is a citizen or resident of the United States may make an
irrevocable election to defer receipt of all or a part of a Pre-2005 Award
granted to him for a particular Award Year for a period not to exceed ten (10)
years from the Grant Date of such Pre-2005 Award. A separate deferral election
may be made with respect to each Pre-2005 Award
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granted under the Plan. The Pre-2005 Awards that are subject to such a deferral
election shall continue to be subject to the terms and conditions of this Plan
and shall continue to be valued in accordance with the terms of the Plan until
the date of payment (or further deferral, as described in the following
sentence). In addition, a Participant who is a citizen or resident of the United
States and who has made an irrevocable election to defer the receipt of a
Pre-2005 Award until exactly ten (10) years from the Grant Date of such Award
shall be permitted (subject to the rules and procedures contained in the
Guidelines) to make another irrevocable election to further defer the receipt of
all or a part of such deferred Pre-2005 Award under and into the Hamilton
Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (the "Unfunded Plan"). Deferred
Pre-2005 Awards payable to an active employee under this Plan shall be paid to
the Participant as soon as practicable following the payment date previously
elected by the Participant and shall be based on the Book Value as of the
Quarter Date coincident with or immediately preceding such payment date.
Deferred Pre-2005 Awards which are further deferred into the Unfunded Plan shall
be credited to the Unfunded Plan as soon as practicable following the 10th
anniversary of the Grant Date of such Pre-2005 Award and shall be based on the
Book Value as of the Quarter Date coincident with or immediately preceding such
anniversary date. Notwithstanding the foregoing, any deferral election hereunder
shall automatically terminate (and shall be of no further effect) upon a
Participant's termination of employment with the Company for any reason
(including death or disability) and payment of all such deferred Pre-2005 Awards
shall be made as soon as practicable following the date of the Participant's
termination of employment, based on the Book Value as of the Quarter Date
coincident with or immediately preceding such termination date; provided,
however, that any Pre-2005 Awards that are subject to a deferral election at the
time of a Participant's Retirement shall automatically be deferred under and
into the Unfunded Plan as of the date of the Participant's Retirement, with the
value of the Book Value Units being based on the Book Value as of the Quarter
Date coincident with or immediately preceding such Retirement date if (and only
if) the Participant has a currently-effective payment election relating to
Pre-2005 Awards under the Unfunded Plan and is then eligible to participate in
the Unfunded Plan.
10. Payment of Post-2004 Awards
(a) Maturity Date.
(i) In the Guidelines adopted for each Award Year, the Committee
shall establish a Maturity Date for the Book Value Units granted
in each Post-2004 Award for such Award Year which shall generally
be the fifth anniversary of the Grant Date of such Post-2004
Award (or such other date specified in the Guidelines);
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provided, however, that once established, the Maturity Date of an
Award as specified in the Guidelines may not thereafter be
changed.
(ii) Notwithstanding the foregoing, (A) in the event a Participant
dies prior to the Maturity Date, the Maturity Date of all of the
Participant's outstanding Post-2004 Awards shall be the date of
such Participant's death and (B) in the event a Participant
incurs a Termination of Employment as a result of becoming
Disabled or Retirement prior to the Maturity Date (and prior to
making a deferral election described in Subsection (c) below),
the Maturity Date of all of the Participant's Post-2004 Awards
shall be the date of his Disability or Retirement; provided,
however, that if a Participant who incurs a Termination of
Employment on account of Retirement is a Key Employee, the
Participant's Maturity Date shall be the six month anniversary of
the date of his Termination of Employment (or, if earlier, the
date of the Participant's death).
(b) Payment Date, Form of Payment and Value
(i) Payment Date and Form. Unless a Participant timely makes a
deferral election under Subsection (c) of this Section, the
Company shall deliver to the Participant (or, if applicable, his
Beneficiary), a check in full payment of the Book Value Units
granted pursuant to each Post-2004 Award as soon as practicable
following the Maturity Date of such Award.
(ii) Value. For Participants who are employed on the Maturity Date,
the value of the Book Value Units shall be based on the Book
Value as of the Quarter Date on or immediately preceding the
Maturity Date. For Participants who incur a Termination of
Employment for reasons other than Disability or Retirement, the
value of the Book Value Units shall be based on the Book Value as
of the Quarter Date coincident with or immediately preceding the
date of Termination (despite the fact that such amounts are not
paid until the Maturity Date). For Participants who die or incur
a Termination of Employment due to Disability or Retirement, the
value of such Book Value Units shall be based on the Book Value
as of the Quarter Date coincident with or immediately preceding
the Maturity Date; provided, however, that if a Participant who
incurs a Termination of Employment on account of Retirement is a
Key Employee whose payment is
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delayed for 6 months, the value of the Book Value Units shall be
based on the Book Value as of the Quarter Date coincident with or
immediately preceding the payment date.
(c) Deferral Option. A Participant may make an irrevocable election to
defer receipt of 100% of a Post-2004 Award granted to him for a particular Award
Year. A separate deferral election may be made with respect to each Post-2004
Award granted under the Plan. Such a deferral election must be made, in writing,
on a form approved by the Committee and (i) will not be valid unless the
election is made at least 12 months prior to the Maturity Date of the Award and
(ii) will not be given effect until at least 12 months after the date on which
such election is made. If a valid and timely deferral election is made with
respect to a Post-2004 Award, the payment of such Award will automatically be
deferred until the 10th anniversary of the Grant Date of such Award. The
Post-2004 Awards that are subject to such a deferral election shall continue to
be valued in accordance with the terms of the Plan until the date of payment.
Post-2004 Awards that are deferred until the 10th anniversary of the Grant Date
shall be paid as soon as practicable thereafter in the form of a single,
lump-sum payment and shall be based on the Book Value as of the Quarter Date
coincident with or immediately preceding such date. Notwithstanding the
foregoing, any deferral election under this Subsection (c) shall automatically
terminate (and shall be of no further effect) upon a Participant's death or
Termination of Employment due to Disability and payment of all such deferred
Awards shall be made as soon as practicable following the date of such death or
Termination of Employment due to Disability, based on the Book Value as of the
Quarter Date coincident with or immediately preceding such date.
(d) Notwithstanding the foregoing, the Committee may at any time, upon
written request of the Participant, cause to be paid to such Participant an
amount equal to all or any part of the Participant's Post-2004 Awards, if the
Committee determines, based on such reasonable evidence that it shall require,
that such a payment or payments is necessary for the purpose of alleviating the
consequences of an Unforeseeable Emergency occurring with respect to the
Participant. Payments made on account of an Unforeseeable Emergency shall be
permitted only to the extent the amount does not exceed the amount reasonably
necessary to satisfy the emergency need (plus an amount necessary to pay taxes
and penalties reasonably anticipated as a result of the distribution) and may
not be made to the extent such Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant's assets (to the extent such liquidation would
not itself cause severe financial hardship).
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11. Amendment, Termination and Adjustments
(a) The Committee, in its sole and absolute discretion, may alter or amend
this Plan from time to time; provided, however, that no such amendment shall,
without the consent of a Participant, affect the amount of any outstanding Award
or any Award Units of such Participant.
(b) The Committee, in its sole and absolute discretion, may terminate this
Plan in its entirety at any time; provided that, except as provided in this
Subsection, no such termination shall, without the consent of a Participant,
affect the amount of any outstanding Award or any Award Units of such
Participant. Except as otherwise provided in an amendment to the Plan, all
Target Awards and Awards granted prior to any termination of this Plan shall
continue to be subject to the terms of this Plan. Notwithstanding the foregoing,
upon a complete termination of the Plan, the Committee, in its sole and absolute
discretion, shall have the right to change the time of distribution of
Participants' Award Units under the Plan, including requiring that all such
Award Units be immediately distributed in the form of lump sum cash payments
(but only to the extent such change is permitted by Code Section 409A).
(c) Any amendment or termination of the Plan shall be in the form of a
written instrument executed by an officer of the Company on the order of the
Committee. Such amendment or termination shall become effective as of the date
specified in the instrument or, if no such date is specified, on the date of its
execution.
(d) The Committee may make or provide for an adjustment in the total number
of Award Units to be issued under this Plan as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
reflect (i) any stock dividend, stock split, combination of shares,
recapitalization or any other change in the capital structure of the Company,
(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.
12. General Provisions
(a) No Right of Employment. Neither the adoption or operation of this Plan,
nor any document describing or referring to this Plan, or any part thereof,
shall confer upon any employee any right to continue in the employ of the
Company, or shall in any way affect the right and power of the Company to
terminate the employment of any employee at any time with or without assigning a
reason therefor to the same extent as the Company might have done if this Plan
had not been adopted.
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(b) Governing Law. The provisions of this Plan shall be governed by and
construed in accordance with the laws of the State of Virginia, except when
preempted by federal law.
(c) Liability for Payment/Expenses.
(i) The Company shall be liable for the payment of any Award to or on
behalf of a Participant.
(ii) Expenses of administering the Plan shall be paid by the Company.
(d) Assignability. No Award granted to a Participant under this Plan shall
be transferable by him for any reason whatsoever; provided, however, that upon
the death of a Participant the right to the proceeds of an Award may be
transferred to a Beneficiary.
(e) Taxes. There shall be deducted from each payment under the Plan the
amount of any tax required by any governmental authority to be withheld and paid
over to such governmental authority for the account of the person entitled to
such payment.
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(f) Limitation on Rights of Participants; No Trust.
(i) No trust has been created by the Company for the payment of Book
Value Units granted under this Plan; nor have the grantees of
Book Value Units been granted any lien on any assets of the
Company to secure payment of such benefits. This Plan represents
only an unfunded, unsecured promise to pay by the Company, and
the Participant and Beneficiaries are merely unsecured creditors
of the Company.
(ii) Notwithstanding any provision of the Plan to the contrary, the
Company shall not be required to make any payment hereunder to
any Participant or Beneficiary if the Company is "Insolvent" at
the time such payment is due to be made or if the payment would
jeopardize the solvency of the Company, provided that the payment
shall be made during the first calendar year in which the funds
of the Company are sufficient to make the payment without
jeopardizing the solvency of the Company. For purposes of the
Plan, the Company shall be considered Insolvent at such time as
it (1) is unable to pay its debts as they mature or (2) is
subject to a pending voluntary or involuntary proceeding as a
debtor under the United States Bankruptcy Code (or similar
foreign law).
(g) Payment to Guardian. If an Award is payable to a minor, to a person
declared incompetent or to a person incapable of handling the disposition of his
property, the Committee may direct payment of such Award to the guardian, legal
representative or person having the care and custody of such minor, incompetent
or person. The Committee may require such proof of incompetency, minority,
incapacity or guardianship as it may deem appropriate prior to the distribution
of such Award. Such distribution shall completely discharge the Company from all
liability with respect to such Award.
(h) Miscellaneous.
(i) Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and
paragraphing shall not in any case be deemed in any way material
or relevant to the construction of this Plan or any provisions
thereof.
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(ii) The use of the masculine gender shall also include within its
meaning the feminine. The use of the singular shall also include
within its meaning the plural, and vice versa.
(iii) Time of Payment/Processing. All payments under the Plan shall be
made on, or as soon as practicable after, the specified payment
date (and, in any event, no later than December 31 of the year
that includes the specified payment date or, if later, by the
15th day of the third calendar month following the specified
payment date). Notwithstanding the foregoing, if the calculation
of the amount payable for the Post-2004 Awards is not
administratively practicable due to events beyond the control of
the Company and the Participant, the payment shall be made during
the first calendar year in which the payment is administratively
practicable.
(iv) Acceleration of Payments. Notwithstanding any provision of the
Plan to the contrary, payments of Post-2004 Awards hereunder may
be accelerated (i) to the extent necessary to comply with a
certificate of divestiture (as defined in Code Section
1043(b)(2)) or (ii) to the extent necessary to pay the FICA taxes
imposed under Code Section 3101, and the income withholding taxes
related thereto. Payments may also be accelerated if the Plan (or
a portion thereof) fails to satisfy the requirements of Code
Section 409A; provided that the amount of such payment may not
exceed the amount required to be included as income as a result
of the failure to comply with Code Section 409A.
HAMILTON BEACH/PROCTOR-SILEX, INC.
By: /s/ Charles A. Bittenbender
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Title: Assistant Secretary
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Date: February 8, 2006
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