The Timken Company Sample Contracts

Nonqualified Stock Option Agreement
The Timken Company • February 24th, 2016 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company hereby grants the Option Rights, evidenced by this Nonqualified Stock Option Agreement (this “Agreement”), effective as of __________ __, 20__ (the “Date of Grant”); and

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TRANSFERABLE THE TIMKEN COMPANY Nonqualified Stock Option Agreement
The Timken Company • 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

THE TIMKEN COMPANY Deferred Shares Agreement
The Timken Company • February 17th, 2012 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of deferred 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 February 8, 2010 (the “Date of Grant”), and the execution of a deferred shares agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on November 6, 2008.

THE TIMKEN COMPANY Deferred Shares Agreement
The Timken Company • February 10th, 2006 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of deferred 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 February 6, 2006 (the “Date of Grant”), and the execution of a deferred shares agreement in the form hereof was authorized by a resolution of the Committee duly adopted on February 6, 2006.

THE TIMKEN COMPANY Restricted Shares Agreement
The Timken Company • February 4th, 2005 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of 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 restricted shares agreement in the form hereof was authorized by a resolution of the Committee duly adopted on such date.

THE TIMKEN COMPANY Performance Unit Agreement
The Timken Company • February 4th, 2005 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of Performance Units, each with a cash value of $100.00, was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) that was duly adopted on January 31, 2005 (the “Date of Grant”), and the execution of a Performance Unit agreement in the form hereof was authorized by a resolution of the Committee duly adopted on January 31, 2005;

THE TIMKEN COMPANY Deferred Shares Agreement
The Timken Company • May 1st, 2020 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the Deferred Shares, evidenced by this Deferred Shares Agreement (this “Agreement”), to Grantee, effective as of February 6, 2020 (the “Date of Grant”).

THE TIMKEN COMPANY Restricted Shares Agreement
The Timken Company • February 17th, 2012 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of 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 February 8, 2010, and the execution of a restricted shares agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on November 6, 2008.

THE TIMKEN COMPANY Deferred Shares Agreement
The Timken Company • February 17th, 2012 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of Deferred 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 __________, 20__ (the “Date of Grant”), and the execution of a Deferred Shares Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on __________, 20__.

THE TIMKEN COMPANY Performance-Based Restricted Stock Unit Agreement
The Timken Company • May 2nd, 2012 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of performance-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on , and the execution of a performance-based Restricted Stock Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on .

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