FORM OF SEPARATION AGREEMENTSeparation Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This SEPARATION AGREEMENT (this “Agreement”), is dated as of [ ], 2017, by and between NACCO Industries, Inc., a Delaware corporation (“Parent”), and Hamilton Beach Brands Holding Company (“Hamilton Beach Holding”), a Delaware corporation and wholly owned Subsidiary of Parent. Parent and Hamilton Beach Holding will individually be referred to as a “Party” and collectively as the “Parties.”
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [ ], 2017, by and between NACCO Industries, Inc., a Delaware corporation (“NACCO”) and Hamilton Beach Brands Holding Company, a Delaware corporation and a wholly owned subsidiary of NACCO (“Hamilton Beach Holding”). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).
1. DEFINITIONS 1 2. PERMITTED TRANSFERS 4 3. TRANSFERS FOR WHICH FIRST REFUSAL PROCEDURE IS REQUIRED 5 4. FIRST REFUSAL PROCEDURES 6 5. REPRESENTATIONS AND WARRANTIES 9 6. CHANGES IN SHARES OF CLASS B COMMON STOCK 9 7. COMPLIANCE PROVISIONS 10 8....Stockholders' Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Ohio
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of [ ], 2017 by and among the signatories hereto (“Participating Stockholders,” as described in Section 1.14 hereof), Hamilton Beach Brands Holding Company, a Delaware corporation (the “Corporation”), and the Depository (as described in Section 1.10 hereof).
FORM OF TAX ALLOCATION AGREEMENT BY AND BETWEEN NACCO INDUSTRIES, INC. AND HAMILTON BEACH BRANDS HOLDING COMPANY Dated [ ]Tax Allocation Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
THIS TAX ALLOCATION AGREEMENT (this “Agreement”), dated as of [ ], is by and between NACCO Industries, Inc. (“Parent”), a Delaware corporation, and Hamilton Beach Brands Holding Company (“Hamilton Beach Holding”), a Delaware corporation. Each of Parent and Hamilton Beach Holding is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
FORM OF TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • September 6th, 2017 • Hamilton Beach Brands Holding Co • Electric housewares & fans • Delaware
This Transfer Restriction Agreement, dated as of [ ], 2017, (this “Agreement”), is by and among NACCO Industries, Inc., a Delaware corporation (“NACCO”), Hamilton Beach Brands Holding Company, a Delaware corporation (“Hamilton Beach Holding”), each of the undersigned members of the Rankin and Taplin families (each an “Undersigned Family Member” and, collectively, the “Undersigned Family Members”), and Hamilton Beach Holding, in its capacity as the Administrator.
