0001193125-14-159600 Sample Contracts

EMPLOYEE MATTERS AGREEMENT between THE TIMKEN COMPANY and TIMKENSTEEL CORPORATION Dated as of , 2014
Employee Matters Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens)

EMPLOYEE MATTERS AGREEMENT, dated as of , 2014 (this “Employee Matters Agreement”), between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation and a preexisting, wholly owned subsidiary of Timken (“TimkenSteel”).

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TAX SHARING AGREEMENT
Tax Sharing Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

THIS TAX SHARING AGREEMENT (this “Agreement”), dated as of , 2014, is by and between The Timken Company (“Timken”), an Ohio corporation, and TimkenSteel Corporation (“TimkenSteel”), an Ohio corporation. Each of Timken and TimkenSteel is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated , 2014
Separation and Distribution Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2014 (this “Agreement”), is between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation (“TimkenSteel”). Timken and TimkenSteel are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

TRANSITION SERVICES AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated , 2014
Transition Services Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

THIS TRANSITION SERVICES AGREEMENT dated , 2014 (this “Agreement”), is between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation (“TimkenSteel”). Timken and TimkenSteel are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

NONCOMPETITION AGREEMENT BETWEEN THE TIMKEN COMPANY AND TIMKENSTEEL CORPORATION Dated , 2014
Noncompetition Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This NONCOMPETITION AGREEMENT (this “Agreement”), dated as , 2014 (the “Effective Date”), is between The Timken Company, an Ohio corporation, and TimkenSteel Corporation, an Ohio corporation.

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • April 25th, 2014 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Ohio

This Trademark License Agreement (the “Agreement”), effective as of June 30, 2014 (the “Effective Date”), is by and between The Timken Company (“Licensor”), an Ohio corporation, and TimkenSteel Corporation, an Ohio corporation (“Licensee”). In this Agreement, Licensor and Licensee are each referred to as a “Party” and together as the “Parties”.

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