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Exhibit 10(xxix)
AMENDMENT NO. 1
TO THE
HAMILTON BEACH/PROCTOR-SILEX, INC.
UNFUNDED BENEFIT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1995)
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Hamilton Beach/Proctor-Silex, Inc. hereby adopts this
Amendment No. 1 to the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan
(the "Plan"). The provisions of this Amendment shall be effective as of
January 1, 1995. Words and phrases used herein with initial capital letters
which are defined in the Plan are used herein as so defined.
Section 1
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Section 2.2 of the Plan is hereby amended in its entirety to
read as follows:
"SECTION 2.2. Adjusted ROE.
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(a) For purposes of this Section, the following terms shall
have the following meanings:
(i) "NET INCOME (BEFORE EXTRAORDINARY ITEMS)" is defined as
consolidated net income, as defined by general accepted accounting principles
("GAAP"), for the Company for the subject year before extraordinary items, but
including any extraordinary items related to refinancings (net of tax);
(ii) "AMORTIZATION OF GOODWILL" is defined as the
consolidated amortization expense related to the intangible asset goodwill for
the Company for the subject year;
(iii) "WEIGHTED AVERAGE STOCKHOLDERS' EQUITY" is calculated
by adding the consolidated stockholders' equity for the Company, as defined by
GAAP, at the beginning of the subject year and the end of each month of the
subject year and dividing by thirteen;
(iv) "WEIGHTED AVERAGE ACCUMULATED AMORTIZATION OF GOODWILL"
is calculated by adding consolidated accumulated amortization of goodwill, as
defined by GAAP, at the beginning of the subject year and the end of each month
of the subject year and dividing by thirteen.
(b) "ADJUSTED ROE" shall mean the average return on equity of
the Company calculated for the applicable time period, based on A divided by
B, where:
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A = Net Income (before extraordinary items) + Amortization of
Goodwill; and
B = Weighted Average (Stockholders' Equity + Accumulated Amortization
of Goodwill).
Adjusted ROE shall be determined at least annually by the Company."
Section 2
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A new Section 2.12A is hereby added to the Plan, immediately
following Section 2.12, to read as follows:
"SECTION 2.12A. FIXED INCOME FUND shall mean the Stable Asset
Fund under the Savings Plan or any equivalent fixed income fund thereunder
which is designated by the NACCO Industries, Inc. Retirement Funds Investment
Committee as the successor to the Stable Asset Fund."
Section 3
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Article IV of the Plan is hereby amended in its entirety to
read as follows:
"ARTICLE IV
EARNINGS
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SECTION 4.1. FOR ACTIVE 401(K) EMPLOYEES.
(a) For purposes of determining the earnings to be credited
to a 401(k) Employee's Excess 401(k) Sub-Account, such Sub- Account shall be
divided into two additional Sub-Accounts, the "7% 401(k) Deferral Sub-Account"
and the "Additional 401(k) Deferral Sub-Account." The 7% 401(k) Deferral
Sub-Account shall contain Excess 401(k) Benefits attributable to amounts
deferred by a 401(k) Employee of up to 7% of his Compensation, plus any
earnings attributable thereto. The Additional 401(k) Deferral Sub-Account
shall contain the Excess 401(k) Benefits attributable to amounts deferred by a
401(k) Employee in excess of 7% of his Compensation, plus any earnings
attributable thereto.
(b) At the end of each calendar month during a Plan Year, the
7% 401(k) Deferral Sub-Account of each 401(k) Employee who is employed by an
Employer on December 31 of a Plan Year shall be credited with an amount
determined by multiplying such Participant's average 7% 401(k) Deferral
Sub-Account balance during such month by the blended rate earned during such
month by the Fixed Income Fund. Notwithstanding the foregoing, in the event
that the Adjusted ROE determined for such Plan Year exceeds the rate credited
to the Participant's 7% 401(k) Deferral Sub-Account under the preceding
sentence, the Participant's 7% 401(k)
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Deferral Sub-Account shall retroactively be credited with the difference
between (i) the amount determined under the preceding sentence, and (ii) the
amount determined by multiplying the Participant's average 7% 401(k) Deferral
Sub-Account balance during each month of such Plan Year by the Adjusted ROE
determined for such Plan Year, compounded monthly.
(c) At the end of each calendar month during a Plan Year, the
Additional 401(k) Deferral Sub-Account of each Participant who is employed by
an Employer on December 31 of such Year shall be credited with an amount
determined by multiplying such Participant's average Additional 401(k) Deferral
Sub-Account balance during such month by the blended rate earned during such
month by the Fixed Income Fund.
SECTION 4.2. FOR TERMINATED EMPLOYEES. The Sub-Account of a
Participant who has terminated employment with the Controlled Group shall be
credited with earnings as described in Section 4.1, as modified by this Section
4.2, until each Sub-Account has been distributed in full. The Adjusted ROE
calculation described in the second sentence of Section 4.1(b) shall be made
during the month in which the Participant terminates employment and shall be
based on the year-to-date Adjusted ROE for the month ending prior to the date
the Participant terminated employment, as calculated by the Company. For any
subsequent month, the Adjusted ROE calculation described in the second sentence
of Section 4.1(b) shall not apply. The Fixed Income Fund calculation described
in the first sentence of Section 4.1(b) and in Section 4.1(c) for the month in
which the Participant receives a distribution from his Sub-Account shall be
based on the blended rate earned during the preceding month by the Fixed Income
Fund.
SECTION 4.3. CHANGES IN EARNINGS ASSUMPTIONS. The Committee
(as defined in Section 9.5) may change the earnings rate credited on Accounts
hereunder at any time upon at least 30 days advance notice to Participants."
Executed this 15th day of March, 1995.
HAMILTON BEACH/PROCTOR-SILEX, INC.
By: Charles A. Bittenbender
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Title: Assistant Secretary
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