FORM OF OFFICE SERVICES AGREEMENTForm of Office Services Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers • Delaware
This OFFICE SERVICES AGREEMENT (this “Agreement”), dated as of September , 2012, by and between NACCO Industries, Inc., a Delaware corporation (“NACCO”) and NACCO Materials Handling Group, Inc., a Delaware corporation (“NMHG”), a wholly-owned subsidiary of Hyster-Yale Materials Handling, Inc. (“Hyster-Yale”). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).
EQUITY JOINT VENTURE CONTRACT BETWEEN SHANGHAI PERFECT JINQIAO UNITED DEVELOPMENT COMPANY, LTD. PEOPLE’S REPUBLIC OF CHINA AND NACCO MATERIALS HANDLING GROUP, INC. U.S.A. AND SUMITOMO-YALE COMPANY, LTD. JAPAN NOVEMBER 27, 1997Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers
In accordance with the “Law of the People’s Republic of China on Joint Ventures Using Chinese and Foreign Investment,” The Regulations of the People’s Republic of China on the Registration and Administration of Joint Venture using Chinese and Foreign Investment, and other relevant Chinese laws and regulations and subject to the terms and conditions set forth herein, Shanghai Perfect Jinqiao United Development Co., Ltd., an enterprise legal person duly formed and existing under the Laws of The People’s Republic of China, located in Shanghai, The People’s Republic of China; AND, NACCO Materials Handling Group, Inc., a corporation registered in the United States of America; AND, Sumitomo-Yale Company, Ltd., a corporation registered in Japan; adhering to the principles of equality and mutual benefit and through friendly consultations, hereby agree to form a joint venture limited liability company in Shanghai, People’s Republic of China, and to the provisions which follow:
FORM OF TRANSITION SERVICES AGREEMENTForm of Transition Services Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September , 2012, by and among NACCO Industries, Inc., a Delaware corporation (“NACCO”) and Hyster-Yale Materials Handling, Inc., a Delaware corporation and a wholly owned subsidiary of NACCO (“Hyster-Yale”). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).
FORM OF AGREEMENT UNDER HYSTER-YALE MATERIALS HANDLING, INC. SUPPLEMENTAL LONG- TERM EQUITY INCENTIVE PLAN Hyster-Yale Materials Handling, Inc. Cleveland, Ohio 44124-4017 Attention: SecretaryForm of Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers
The undersigned is an employee of Hyster-Yale Materials Handling, Inc. (the “Company”) or one of its wholly-owned subsidiaries (together with the Company, the “Employers”) to whom grants of an award (the “Award”) consisting of [insert number] fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $1.00 per share, of the Company (“Class A Common”) were made on , 20 by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to the Hyster-Yale Materials Handling, Inc. Supplemental Long-Term Equity Incentive Plan (the “Plan”). I hereby accept the Award and acknowledge to and agree with the Company as follows:
FORM OF SEPARATION AGREEMENTStockholders’ Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of [—], 2012, is by and between NACCO Industries, Inc. (“Parent”), a Delaware corporation, and NMHG Holding Co. (“HY”), a Delaware corporation. Each of Parent and HY is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
FORM OF STOCKHOLDERS’ AGREEMENT dated as of September [ ], 2012Stockholders’ Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers • Ohio
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of August [ ], 2012 by and among the signatories hereto (“Participating Stockholders,” as described in Section 1.14 hereof), Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Corporation”), and the Depository (as described in Section 1.10 hereof).
FORM OF AGREEMENT UNDER HYSTER-YALE MATERIALS HANDLING, INC. LONG-TERM EQUITY INCENTIVE PLAN Hyster-Yale Materials Handling, Inc. Cleveland, Ohio 44124-4017 Attention: SecretaryForm of Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers
The undersigned is an employee of Hyster-Yale Materials Handling, Inc. (the “Company”) or one of its wholly-owned subsidiaries (together with the Company, the “Employers”) to whom grants of an award (the “Award”) consisting of [insert number] fully paid and nonassessable shares (the “Award Shares”) of Class A Common Stock, par value $1.00 per share, of the Company (“Class A Common”) were made on , 20 by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) pursuant to the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan (the “Plan”). I hereby accept the Award and acknowledge to and agree with the Company as follows:
FORM OF TAX ALLOCATION AGREEMENT BY AND BETWEEN NACCO INDUSTRIES, INC. AND HYSTER-YALE MATERIALS HANDLING, INC. Dated [ ]Tax Allocation Agreement • September 13th, 2012 • Hyster Yale Materials Handling Inc. • Industrial trucks, tractors, trailors & stackers • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of [—], 2012, is by and between NACCO Industries, Inc. (“Parent”), a Delaware corporation, and NMHG Holding Co. (“HY”), a Delaware corporation. Each of Parent and HY is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
