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Exhibit 10(xxxi)
AMENDMENT NO. 4
TO THE
NORTH AMERICAN COAL CORPORATION DEFERRED COMPENSATION PLAN
FOR MANAGEMENT EMPLOYEES
The North American Coal Corporation hereby adopts this Amendment No. 4
to The North American Coal Deferred Compensation Plan for Management Employees
(the "Plan"). The provisions of this Amendment shall be effective April 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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Paragraph 8 of the Plan is hereby amended in its entirety to read as
follows:
"8. EARNINGS.
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(a) DEFINITIONS. 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 NACCO Industries, Inc. and its subsidiaries 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 NACCO
Industries, Inc. and its subsidiaries for the subject year;
(iii) "WEIGHTED AVERAGE STOCKHOLDERS' EQUITY" is calculated by adding
the consolidated stockholders' equity for NACCO Industries, Inc., 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;
(v) "WEIGHTED AVERAGE UMWA ADJUSTMENT" is calculated by adding the
balance in the obligation to United Mine Workers of America Combined Benefit
Fund, net of tax, for NACCO Industries, Inc. at the beginning of the subject
year and the end of each month of the subject year and dividing by thirteen;
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(vi) "FIXED INCOME FUND" shall mean the Stable Asset Fund under the
Savings Plan or any equivalent fixed income fund under such Plan that is
designated by the NACCO Industries, Inc. Retirement Funds Investment Committee
as the successor to the Stable Asset Fund; and
(vii) "ADJUSTED ROE" shall mean the average return on equity of NACCO
Industries, Inc. calculated by NACCO Industries, Inc. for the applicable time
period, based on A divided by B, where:
A = Net Income (before extraordinary items) + Amortization
of Goodwill; and
B = Weighted Average (Stockholders' Equity + Accumulated
Amortization of Goodwill + UMWA Adjustment).
Adjusted ROE shall be determined at least annually by NACCO
Industries, Inc.
(b) FOR ACTIVE EMPLOYEES. At the end of each calendar month during a
calendar year, the 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 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 calendar
year exceeds the rate credited to the Participant's Account under the preceding
sentence, the Participant's 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 Account
balance during each month of such year by the Adjusted ROE determined for such
year, compounded monthly.
(c) FOR TERMINATED EMPLOYEES. The Account of a Participant who has
terminated employment with the Controlled Group shall be credited with earnings
as described in subparagraph (b), as modified by this subparagraph (c), until
his Account has been distributed in full in accordance with Paragraphs (9) and
(10). The Adjusted ROE calculation described in the second sentence of
subparagraph (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 NACCO Industries, Inc. For any subsequent month, the Adjusted
ROE calculation described in the second sentence of subparagraph (b) shall not
apply. The Fixed Income Fund calculation described in the first sentence of
subparagraph (b) for the month in which the Participant receives a distribution
from his Account shall be based on the blended rate earned during the preceding
month by the Fixed Income Fund.
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(d) CHANGES IN EARNINGS ASSUMPTIONS. The Nominating, Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee") or the Board of Directors of the Company (the "Board") 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.
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THE NORTH AMERICAN COAL CORPORATION
By: /s/ Thomas A. Koza
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Title: Vice President
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