0000950152-09-001781 Sample Contracts

SEVERANCE AGREEMENT
Severance Agreement • February 26th, 2009 • Timken Co • Ball & roller bearings • Ohio

This Severance Agreement (the “Agreement”) is dated as of the day of , 200___, between The Timken Company, an Ohio corporation (the “Company”), and (the “Employee”).

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TRANSFERABLE THE TIMKEN COMPANY Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • February 26th, 2009 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of stock options evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on [DATE] (the “Date of Grant”), and the execution of a stock option agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on [DATE]; and

AMENDED AND RESTATED EMPLOYEE EXCESS BENEFITS AGREEMENT
Employee Excess Benefits Agreement • February 26th, 2009 • Timken Co • Ball & roller bearings

THIS AMENDED AND RESTATED AGREEMENT, made this day of , 200_, by and between (the “Employee”), and THE TIMKEN COMPANY (“Timken”), an Ohio corporation having its principal offices at Canton, Ohio.

THE TIMKEN COMPANY Performance-Vested Restricted Shares Agreement
Performance-Vested Restricted Shares Agreement • February 26th, 2009 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of performance-vested restricted shares evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company that was duly adopted on [ ], and the execution of a performance-vested restricted shares agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on such date.

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