NACCO INDUSTRIES INC (Form: 8-K, Received: 02/14/2014 12:40:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________________________________________________________________________________________________________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):		February 10, 2014

NACCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	1-9172	34-1505819
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5875 LANDERBROOK DRIVE, SUITE 220, CLEVELAND, OHIO		44124-4069
(Address of principal executive offices)		(Zip code)

(440) 229-5151
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Non-Equity Incentive Compensation Plan

On February 10, 2014, the Compensation Committee of the Board of Directors of Hamilton Beach Brands, Inc., referred to as HBB, an indirect wholly-owned subsidiary NACCO Industries, Inc., referred to as NACCO, adopted an amendment and restatement of the Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan, referred to as the HBB LTIP. The HBB LTIP provides non-equity incentive compensation benefits for key employees of HBB.

The amendment and restatement does not change how the HBB LTIP awards are calculated or increase the benefits that are provided under the HBB LTIP. Awards under the HBB LTIP are made to participants for performance periods of one or more years (or portions thereof) in amounts determined pursuant to performance goals and a formula that are based upon specified performance objectives. Final incentive awards under the HBB LTIP for a performance period are calculated based on actual performance for the performance period compared to the performance objectives established by the HBB Compensation Committee for such performance period. Once the final amount of an award is calculated by the HBB Compensation Committee, it is credited to a separate sub-account established for each participant. Except in the event of death, disability, retirement or a change in control (as defined in the HBB LTIP), each sub-account is paid within 90 days of the third anniversary of the grant date of the award.

The amendment and restatement of the HBB LTIP eliminates non-substantive provisions that are no longer relevant and changes the method of calculating interest on the awards that are credited to the participants' sub-accounts under the HBB LTIP. Current interest credits are based on a rate that is equal to the percentage of NACCO's return on total capital employed, referred to as ROTCE, for the year, with a minimum of 5% and a maximum of 14%. Effective as of January 1, 2014, interest credits under the HBB LTIP will be calculated each year in accordance with a chart, adopted within the first 90 days of the year by the HBB Compensation Committee, based on a rate determined with reference to the final payout percentage of the HBB LTIP for the year, with a minimum of 2% and a maximum of 14%.

Changes to Frozen Executive Retirement Plans

On February 10, 2014, (1) the Compensation Committee of the Board of Directors of NACCO adopted amendments and restatements of (i) the Retirement Benefit Plan for Alfred M. Rankin, Jr. and (ii) the NACCO Industries, Inc. Unfunded Benefit Plan and (2) the Compensation Committee of the Board of Directors of The North American Coal Corporation, a wholly-owned subsidiary of NACCO, referred to as NA Coal, adopted an amendment and restatement of The North American Coal Corporation Deferred Compensation Plan for Management Employees. These three plans are collectively referred to as the Frozen Executive Retirement Plans.

The Frozen Executive Retirement Plans provide non-qualified retirement benefits for the benefit of Alfred M. Rankin, Jr., the Chairman, President and Chief Executive Officer of NACCO, and Robert L. Benson, the President and Chief Executive Officer of NA Coal. Their account balances under the Frozen Executive Retirement Plans were permanently frozen effective December 31, 2007. They receive annual interest payments from the plans and their frozen account balances will be paid at the earliest of death, a change in control (as defined in the plans) or six months following termination of employment.

The amendments and restatements eliminate non-substantive provisions that are no longer relevant and change the method of calculating interest on the frozen account balances. Currently, the minimum interest rate is 5% and the maximum interest rate is 14%. Effective as of January 1, 2014, the minimum interest rate will be 2% and additional interest credits under certain sub-accounts under the Frozen Executive Retirement Plans will be calculated in accordance with a chart, adopted within the first 90 days of the year by the applicable Compensation

Committee, that converts the ROTCE return percentage for the year to a specified interest rate, with a maximum of 14%.

The HBB LTIP and the Frozen Executive Retirement Plans are included as exhibits to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4 and are hereby incorporated into this Item 5.02 by reference. The foregoing summary is qualified in its entirety by reference to the full text of the exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Exhibit Description
10.1	Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2014)
10.2	The Retirement Benefit Plan for Alfred M. Rankin, Jr. (Amended and Restated Effective as of January 1, 2014)
10.3	NACCO Industries, Inc. Unfunded Benefit Plan (Amended and Restated Effective as of January 1, 2014)
10.4	The North American Coal Corporation Deferred Compensation Plan for Management Employees (Amended and Restated Effective as of January 1, 2014)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date:	February 14, 2014		NACCO INDUSTRIES, INC.

		By:	/s/ John D. Neumann
			Name: John D. Neumann
			Title: Vice-President, General Counsel and Secretary

EXHIBIT INDEX

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.	Exhibit Description
10.1	Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2014)
10.2	The Retirement Benefit Plan for Alfred M. Rankin, Jr. (Amended and Restated Effective as of January 1, 2014)
10.3	NACCO Industries, Inc. Unfunded Benefit Plan (Amended and Restated Effective as of January 1, 2014)
10.4	The North American Coal Corporation Deferred Compensation Plan for Management Employees (Amended and Restated Effective as of January 1, 2014)

Exhibit 10.1

HAMILTON BEACH BRANDS, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

(Amended and Restated Effective as of January 1, 2014)


1.	Effective Date

The effective date of this amended and restated Hamilton Beach Brands, Inc. Long-Term Incentive Compensation Plan (the “Plan”) is January 1, 2014.


2.	Purpose of the Plan

The purpose of this Plan is to further the long-term profits and growth of Hamilton Beach Brands, Inc. (the “Company”) by enabling the Employers to attract and retain key management employees by offering long-term incentive compensation to those key management employees who will be in a position to make significant contributions to such profits and growth. This incentive is in addition to all other compensation.


3.	Application of Code Section 409A

It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Employers do not guarantee any particular tax result to Participants or Beneficiaries with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.


4.	Definitions

(a) “Account” shall mean the record maintained by the Employer in accordance with Section 7 to reflect the Participants’ Awards under the Plan (plus interest thereon). The Account shall be further sub-divided into various Sub-Accounts as described in Section 8.

(b) “Award” shall mean the cash awards granted to a Participant under this Plan for the Award Terms.

(c) “Award Term” shall mean the period of one or more years on which an Award is based, as established by the Committee and specified in the Guidelines. Any Award Term(s) applicable to a Qualified Performance-Based Award shall be established by the Committee not later than 90 days after the commencement of the Award Term on which such Qualified Performance-Based Award will be based and prior to the completion of 25% of such Award Term.

(d) “Beneficiary” shall mean the person(s) designated in writing (on a form acceptable to the Committee) to receive the payment of all amounts hereunder in the event of the death of a Participant. In the absence of such a designation and at any time when there is no existing Beneficiary hereunder, a Participant’s Beneficiary shall be his surviving legal spouse or, if none, his estate.

(e) “Change in Control” shall mean the occurrence of an event described in Appendix 1 hereto.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(g) “Committee” shall mean the Compensation Committee of the Board of Directors of the Company, any other committee appointed by such Board of Directors, or any sub-committee appointed by the Compensation Committee to administer this Plan in accordance with Section 5; provided that such committee or sub-committee

consists of not less than two directors of the Company and so long as each such member of the committee or sub-committee is an “outside director” for purposes of Code Section 162(m).

(h) “Covered Employee” shall mean any Participant who is a “covered employee” for purposes of Code Section 162(m) or any Participant who the Committee determines in its sole discretion is likely to become such a covered employee.

(i) “Disability” or “Disabled.” A Participant shall be deemed to have a “Disability” or be “Disabled” if the Participant is determined to be totally disabled by the Social Security Administration or if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an Employer-sponsored accident and health plan.

(j) “Final Payout Percentage.” For each Plan Year, the Final Payout Percentage shall mean the percentage of the Target Payout that is paid out under this Plan, as determined by the Committee, in its sole discretion.

(k) “Grant Date” shall mean the effective date of an Award, which is the January 1 ^st following the end of the Award Term.

(l) “Guidelines” shall mean the guidelines that are approved by the Committee for each Award Term for the administration of the Awards granted under the Plan. To the extent that there is any inconsistency between the Guidelines and the Plan on matters other than the time and form of payment of the Awards, the Guidelines shall control. If there is any inconsistency between the Guidelines and the Plan regarding the time and form of payment of the Awards, the Plan shall control.

(m) “Hay Salary Grade” shall mean the salary grade or Salary Points assigned to a Participant by the Employers pursuant to the Hay Salary System, or any successor salary system subsequently adopted by the Employers; provided, however, that for purposes of determining Target Awards for U.S. Participants, the midpoint of the national salary ranges (unadjusted for geographic location) shall be used.

(n) “Key Employee.” A Participant shall be classified as a Key Employee if he meets the following requirements:

•

The Participant, with respect to the Participant’s relationship with the Employers and their affiliates, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5) thereof) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Sections 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415(c)-2(g)(5)(ii) which excludes compensation of non-resident

alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.


•	The Identification Date for Key Employees is each December 31 ^st and the Effective Date is the following April 1 ^st . As such, any Employee who is classified as a Key Employee as of December 31 ^st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1 ^st .


•	Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

(o) “Maturity Date” shall mean the date established under Section 10(a)(i) of the Plan.

(p) “Non-U.S. Participant” shall mean a Participant who is classified by the Committee as a non-resident alien with no U.S.-earned income. Such classification shall be determined as of the Grant Date of a particular Award. Once a Participant is classified by the Committee as a Non-U.S. Participant with respect to a particular Award, such classification shall continue in effect until the Sub-Account holding such Award is paid, regardless of any subsequent change in classification.

(q) “Participant” shall mean any person who meets the eligibility criteria set forth in Section 6 and who is granted an Award under the Plan or a person who maintains an Account balance hereunder.

(r) “Performance Objectives” shall mean the performance objectives established pursuant to the Plan for Participants. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or any Subsidiary, division, business unit, department or function of the Company. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based Award shall be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more of the following criteria: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value increase over time, economic value income, economic value increase over time, new project development, adjusted standard margin or net sales.

(s) “Plan Year” shall mean the calendar year.

(t) “Qualified Performance-Based Award” shall mean any Award or portion of an Award granted to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).

(u) “Retirement” or “Retire” shall mean the termination of a Participant’s employment with the Employers after the Participant has reached age 55 and completed at least 5 years of service.

(v) “Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Award Term pursuant to the Hay salary point system, or any successor salary point system adopted by the Committee.

(w) “Subsidiary” shall mean any corporation, partnership or other entity, the majority of the outstanding voting securities of which is owned, directly or indirectly, by the Company. The Company and the Subsidiaries shall be referred to herein collectively as the “Employers.”

(x) “Target Award” shall mean a dollar amount calculated by multiplying (i) the designated salary midpoint that corresponds to a Participant’s Hay Salary Grade by (ii) the long-term incentive compensation target percent for that Hay Salary Grade for the applicable Award Term, as determined by the Committee. The Target Award is the Award that would be paid to a Participant under the Plan if each Performance Objective is met at exactly target.

(y) “Target Payout.” For each Plan Year, the Target Payout shall mean the total amount that would be paid out under the Plan if each Performance Objective is met exactly at target level, as determined by the Committee, in its sole discretion.

(z) “Termination of Employment” shall mean, with respect to any Participant’s relationship with the Company and its affiliates, a separation from service as defined in Code Section 409A (and the regulations and guidance issued thereunder).

(aa) “True-Up Interest Rate.” Beginning in 2014, the True-Up Interest Rate shall mean the interest rate determined under an annual “True-Up Interest Rate Table” and related interpolation chart that is adopted and approved by the Committee within the first 90 days of each Plan Year and is based on the Final Payout Percentage of the Plan for such Plan Year.

(bb) U.S. Participant” shall mean, with respect to any Award, any Participant who is not a Non-U.S. Participant.

5. Administration

(a) This Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan, including the severability of any or all of the provisions hereof, shall be conclusive, final and binding upon the Company and all present and former Participants, all other employees of the Company, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith.

(b) The Committee shall have complete authority to interpret all provisions of this Plan, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. Notwithstanding the foregoing, no such action may be taken by the Committee that would cause any Qualified Performance-Based Awards to be

treated as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

6. Eligibility

Any person who is classified by the Employers as a salaried employee of the Employers generally at a Hay Salary Grade of 17 or above (or a compensation level equivalent thereto), who in the judgment of the Committee occupies an officer or other key executive position in which his efforts may significantly contribute to the profits or growth of the Employers, may be eligible to participate in the Plan; provided, however, that (a) directors of the Company who are not classified as salaried employees of the Employers and (b) leased employees (as such term is defined in Code Section 414) shall not be eligible to participate in the Plan. A person who satisfies the requirements of this Section 6 shall become a Participant in the Plan when granted an Award under Section 8(b)(ii).


7.	Accounts and Sub-Accounts

Each Employer shall establish and maintain on its books an Account for each Participant who is or was employed by the Employer which shall reflect the Awards described in Section 8 hereof. Such Account shall also (a) reflect credits for the interest described in Section 10(b) and debits for any distributions therefrom and (b) be divided into the Sub-Accounts specified in Section 8(d).


8.	Granting of Awards/Crediting to Sub-Accounts

The Committee may, from time to time and upon such conditions as it determine, authorize the granting of Awards to Participants for each Award Term, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

(a) The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the amount of each Award for such Award Term, which formula is based upon the Company’s achievement of Performance Objectives, as set forth in the Guidelines; provided, however, that with respect to any Qualified Performance-Based Award, the Committee shall approve the foregoing not later than the ninetieth day of the applicable Award Term and prior to the completion of 25% of such Award Term. At such time, the Committee shall designate whether the Award is a Qualified Performance-Based Award.

(b) Effective no later than April 30 ^th of the Plan Year following the end of the Award Term, the Committee shall approve (i) a preliminary calculation of the amount of each Award based upon the application of the formula and actual Company performance to the Target Awards previously determined in accordance with Section 8(a) and (ii) a final calculation and approval of the amount of each Award to be granted to each Participant for the Award Term (with the specified Grant Date of such Award being January 1 ^st of the Plan Year following the end of the Award Term). Such approval shall be certified in writing by the Committee before any amount is paid for any Award granted with respect to an Award Term. Notwithstanding the foregoing, (1) the Committee shall have

the power to decrease the amount of any Award below the amount determined in accordance with the foregoing provisions and (2) the Committee shall have the power to increase the amount of any Award above the amount determined in accordance with the foregoing provisions and/or adjust the amount thereof in any other manner determined by the Committee, in its sole and absolute discretion. Further notwithstanding the foregoing, (A) no such decrease may occur following a Change in Control; (B) no such increase, adjustment or other change may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)) and (C) no Award, including any Award equal to the Target Award, shall be payable under the Plan to any Participant except as determined and approved by the Committee.

(c) Calculations of Target Awards for U.S. Participants for an Award Term shall initially be based on a Participant’s Hay Salary Grade as of January 1 ^st of the first year of the Award Term. Calculations of Target Awards for Non-U.S. Participants for an Award Term shall be determined in accordance with the Guidelines in effect for such Award Term. However, such Target Awards may be changed during or after the Award Term under the following circumstances: (i) if a Participant receives a change in Hay Salary Grade, salary midpoint and/or long-term incentive compensation target percentage during an Award Term, such change will be reflected in a pro-rata Target Award, (ii) employees hired into or promoted to a position eligible to participate in the Plan (as specified in Section 6 above) during an Award Term will, if designated as a Plan Participant by the Committee, be assigned a pro-rated Target Award based on their length of service during an Award Term and (iii) the Committee may increase or decrease the amount of the Target Award at any time, in its sole and absolute discretion; provided, however, that (1) no such decrease may occur following a Change in Control and (2) no such increase, adjustment or other change may be made that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)). In order to be eligible to receive an Award for an Award Term, the Participant must be employed by the Employers and must be a Participant on December 31 ^st of the last year of the Award Term. Notwithstanding the foregoing, if a Participant dies, becomes Disabled or Retires during the Award Term, the Participant shall be entitled to a pro-rata portion of the Award for such Award Term, calculated based on actual Company performance for the entire Award Term in accordance with Section 8(b)(ii) above and based on the number of days the Participant was actually employed by the Employers during the Award Term.

(d) After approval by the Committee, each Award shall be credited to the Participant’s Account in accordance with the following rules. The cash value of each Award for each Award Term shall be credited to a separate Sub-Account for each Participant. Such Sub-Accounts shall be classified based on the Grant Date of the particular Award. For example, the cash value of the Awards with a Grant Date of 1/1/14 shall be credited to the 2014 Sub-Account, the cash value of the Awards with a Grant Date of 1/1/15 shall be credited to the 2015 Sub-Account, etc.

(e) Notwithstanding any other provision of the Plan, (i) the maximum cash value of the Awards granted to a Participant under this Plan for any Award Term shall not exceed $5,000,000 and (ii) the maximum cash value of the payment from the Sub-Account that holds the Awards for any Award Term (including interest) shall not exceed $7,000,000.

(f) Multiple Awards may be granted to a Participant; provided, however, that no two Awards to a Participant may have identical performance periods.

(g) All determinations under this Section shall be made by the Committee. Each Qualified Performance-Based Award shall be granted and administered to comply with the requirements of Code Section 162(m).

9. Vesting

All Awards granted hereunder shall be immediately 100% vested as of the Grant Date. Participants shall be 100% vested in all amounts credited to their Accounts hereunder.


10.	Payment of Sub-Account Balances/Interest

(a) Payment Dates .

(i) Maturity Date . The Maturity Date of each Sub-Account shall be the third anniversary of the Grant Date of the Award that was credited to such Sub-Account. For example, the Maturity Date of the 2015 Sub-Account (containing Awards with a Grant Date of 1/1/15) shall be 1/1/18. Subject to the provisions of clause (ii) below, the balance of each Sub-Account shall be paid to the Participant on the Maturity Date of such Sub-Account.

(ii) Other Payment Dates . Notwithstanding the foregoing, but subject to the provisions of Section 11 hereof, (1) the payment date of amounts that were credited to a particular Sub-Account while a Participant was a Non-U.S. Participant may be any earlier date determined by the Committee and (2) in the event a Participant dies, becomes Disabled, or incurs a Termination of Employment on account of Retirement prior to the applicable Maturity Date, (A) the payment date of all amounts credited to the Participant’s pre-2015 Sub-Accounts as of the date of death, Disability, or Termination of Employment on account of Retirement shall be the date of such death, Disability, or Termination of Employment on account of Retirement, (B) the payment date of all amounts credited to the Participant’s post-2014 Sub-Accounts as of the date of death, Disability, or Termination of Employment on account of Retirement shall be a date during the period from January 1st through April 30th of the Plan Year following the year in which such death, Disability, or Termination of Employment on account of Retirement occurs and (C) the Award earned for the Award Term in which the date of death, Disability, or Termination of Employment on account of Retirement occurs shall be paid during the period from January 1st through April 30th of the Plan Year following the last day of the Award Term; provided, however, that if a Participant who incurs a Termination of Employment on account of Retirement is a Key Employee, the Participant’s payment date shall not be any earlier than the 1st day of the 7th month following the date of his Termination of Employment on account of Retirement (or, if earlier, the date of the Participant’s death).

(b) Interest . The Participant’s Sub-Accounts shall be credited with interest as follows; provided, however, that (1) no interest shall be credited to a Sub-Account after the Maturity Date of the Sub-Account, (2) no interest shall be credited to a particular Sub-Account following a Participant’s first Termination of Employment prior to the Maturity Date for that Sub-Account (except as described in Section 10(c)(ii) with respect to delayed payments made to Key Employees on account of a Termination of Employment on account of Retirement), (3) no interest shall be credited to the Sub-Accounts after the last day of the month preceding the payment date of such Sub-Account and (4) no interest in excess of 14% shall be credited to any Sub-Account.

(i)

Interest Rate for Non-Covered Employees . At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are not Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 2%. In addition, as of the end of each Plan Year commencing on or after January 1, 2014 in which the True-Up Interest Rate for such Plan Year exceeds 2%, the Sub-Accounts shall also be credited with an additional amount determined by multiplying the Participant’s Sub-Account balances during each month of such Plan Year by the excess of the True-up Interest Rate over 2%, compounded monthly. If a Participant incurs a Termination of Employment for any reason prior to December 31 of a Plan Year, the foregoing interest calculations shall be calculated as of the last day of the month coincident with or prior to the Participant’s termination date. Notwithstanding the foregoing, in the event that, prior to an applicable Maturity Date, a Participant who is not a Covered Employee incurs a Termination of Employment ( other than on account of death, disability or Retirement), the interest credited to such Participant’s Sub-Accounts for the year in which such Termination of Employment occurs shall be capped at 2%.

(ii)

Interest Rate for Covered Employees . At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 14%; provided, however, that the Committee shall have the power to decrease such interest to such lower amount determined by the Committee in its sole discretion based on the True-Up Interest Rate for such Plan Year, but no less than 2%. If a Participant incurs a Termination of Employment for any reason prior to December 31 of a Plan Year, the foregoing interest calculations shall be calculated as of the last day of the month coincident with or prior to the Participant’s termination date. Notwithstanding the foregoing, in the event that, prior to an applicable Maturity Date, a Participant who is a Covered Employee incurs a Termination of Employment ( other than on account of death, disability or Retirement), the interest credited to such Participant’s Sub-Accounts for the year in which such Termination of Employment occurs shall be capped at 2%.


(iii)	Prior Plan Years . Notwithstanding anything in the Plan to the contrary, any interest credited to a Participant’s Sub-Accounts with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013. Moreover, in the event that, prior to an applicable Maturity Date, a Participant becomes eligible for a payment of amounts

credited to his pre-2015 Sub-Accounts prior to December 31 of a Plan Year, the foregoing interest calculations shall be made as of the last day of the month prior to such payment date. When making such calculations, the True-Up Interest Rate shall be equal to the year-to-date True-Up Interest Rate as of the last day of the prior month, as determined by the Committee in its sole discretion.

(iv)

Changes . The Committee may change (or suspend) the interest rate credited on Accounts hereunder at any time. Notwithstanding the foregoing, no such change may be made in a manner that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

(i) Payment Date and Form . Except as otherwise described in Section 11 hereof, the Participant’s Employer or former Employer shall deliver to the Participant (or, if applicable, his Beneficiary), a check in full payment of each Sub-Account within 90 days of the applicable payment date of such Sub-Account.

(ii) Amount . Each Participant shall be paid the entire balance of each Sub-Account (including interest). If a Participant who incurs a Termination of Employment on account of Retirement is a Key Employee whose payment is delayed until the 1st day of the 7th month following such Termination of Employment on account of Retirement, such Participant’s Sub-Accounts shall continue to be credited with interest (in accordance with the rules specified in Section 10(b) but at the rate of 2%) from the date the payment would have been made if the Participant was not a Key Employee through the last day of the month prior to the actual payment date. Any amounts that would otherwise be payable to the Key Employee prior to the 1st day of the 7th month following Termination of Employment on account of Retirement shall be accumulated and paid in a lump sum make-up payment within 30 days following such delayed payment date. Amounts that are payable to the Non-U.S. Participants shall be converted from U.S. dollars to local currency in accordance with the terms of the Guidelines.

11. Change in Control

(a) The following provisions shall apply notwithstanding any other provision of the Plan to the contrary.

(b) Amount of Award for Year of Change In Control . In the event of a Change in Control during an Award Term, the amount of the Award payable to a Participant who is employed on the date of the Change in Control (or who died, became Disabled or Retired during such Award Term and prior to the Change in Control) for such Award Term shall be equal to the Participant’s Target Award for such Award Term multiplied by a fraction, the numerator of which is the number of days during the Award Term during which the Participant was employed by the Employers prior to the Change in Control and the denominator of which is the number of days in the Award Term.

(c) Time of Payment . In the event of a Change in Control, the payment date of all amounts credited to the Participant’s Sub-Accounts (including, without limitation, the pro-rata Target Award for the Award Term during which the Change in Control occurred) shall be the date that is between two days prior to, or within 30 days after, the date of the Change in Control, as determined by the Committee in its sole and absolute discretion. Notwithstanding anything in the Plan to the contrary, the interest credited to the Participant’s Sub-Accounts under Section 10(b) for the year in which the Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, the True-Up Interest Rate shall be equal to the year-to-date True-Up Interest Rate as of the last day of the month prior to the date of the Change in Control, as determined by the Committee in its sole discretion.

12. Amendment, Termination and Adjustments

(a) The Committee, in its sole and absolute discretion, may alter or amend this Plan from time to time; provided, however, that no such amendment shall, without the written consent of a Participant, (i) reduce a Participant’s Account balance as in effect on the date of the amendment, (ii) reduce the amount of any outstanding Award that was previously approved by the Committee but not yet paid as of the date of the amendment, (iii) modify Section 11(b) hereof or (iv) alter the time of payment provisions described in Sections 10 and 11 of the Plan except for any amendments that accelerate the time of payment as permitted under Code Section 409A or are required to bring such provisions into compliance with the requirements of Code Section 409A and, in either case are permitted by Code Section 409A and the regulations issued thereunder.

(b) The Committee, in its sole and absolute discretion, may terminate this Plan (or any portion thereof) at any time; provided that, such termination is permitted under Code Section 409A and, without the written consent of a Participant, no such termination shall (i) reduce a Participant’s Account balance as in effect on the date of the termination, (ii) reduce the amount of any outstanding Award that was previously approved by the Committee but not yet paid as of the date of the termination or (iii) alter the time of payment provisions described in Sections 10 or 11 of the Plan, except for modifications that accelerate the time of payment or are required to bring such provisions into compliance with the requirements of Code Section 409A and, in either case, are permitted under Code Section 409A.

(c) Notwithstanding the foregoing, upon a complete termination of the Plan, the Committee, in its sole and absolute discretion, shall have the right to change the time of distribution of Participants’ Sub-Accounts under the Plan, including requiring that all such Sub-Accounts be immediately distributed in the form of lump sum cash payments (but only to the extent such change is permitted by Code Section 409A).

(d) No amendment may cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) ( i.e. , to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

(e) Any amendment or termination of the Plan shall be in the form of a written instrument executed by an officer of the Company on the order of the Committee. Such amendment or termination shall become effective as of the date specified in the instrument or, if no such date is specified, on the date of its execution.

13. General Provisions

(a) No Right of Employment . Neither the adoption or operation of this Plan, nor any document describing or referring to this Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Employers, or shall in any way affect the right and power of the Employers to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Employers might have done if this Plan had not been adopted.

(b) Governing Law . The provisions of this Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, except when preempted by federal law.

(d) Assignability . No Award granted to a Participant under this Plan and no Account balance of a Participant under this Plan shall be transferable by him for any reason whatsoever or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary; provided, however, that upon the death of a Participant, any amounts payable hereunder shall be paid to the Participant’s Beneficiary.

(e) Taxes . There shall be deducted from each payment under the Plan the amount of any tax required by any governmental authority to be withheld and paid over to such governmental authority for the account of the person entitled to such payment.

(f) Limitation on Rights of Participants; No Trust . No trust has been created by the Employers for the payment of any benefits under this Plan; nor have the Participants been granted any lien on any assets of the Employers to secure payment of such benefits. This Plan represents only an unfunded, unsecured promise to pay by the Employer or former Employer of the Participant, and the Participants and Beneficiaries are merely unsecured creditors of the Participant’s Employer or former Employer.

(g) Payment to Guardian . If a Sub-Account balance is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Sub-Account to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Committee may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of such Sub-Account. Such distribution shall completely discharge the Employers from all liability with respect to such Sub-Account.

(h) Miscellaneous .

(i) Headings . Headings are given to the sections of this Plan solely as a convenience to facilitate reference. Such headings, numbering and paragraphing shall not in any case be deemed in any way material or relevant to the construction of this Plan or any provisions thereof.

(ii) Construction . The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall also include within its meaning the plural, and vice versa.

(iii) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury regulations issued thereunder, payments of amounts due hereunder may be accelerated to the extent necessary to (1) comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (2) pay the FICA taxes imposed under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

(iv) Delayed Payments due to Solvency Issues. Notwithstanding any provision of the Plan to the contrary, an Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first Plan Year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

(v) Payments Violating Applicable Law . Notwithstanding any provision of the Plan to the contrary, the payment of all or any portion of the amounts payable hereunder will be deferred to the extent that the Company reasonably anticipates that the making of such payment would violate Federal securities laws or other applicable law (provided that the making of a payment that would cause income taxes or penalties under the Code shall not be treated as a violation of applicable law). The deferred amount shall become payable at the earliest date at which the Company reasonably anticipates that making the payment will not cause such violation.

14. Liability of Employers. The Employers shall each be liable for the payment of the Awards/Sub-Account balances that are payable hereunder to or on behalf of the Participants who are (or were) its employees.

15. Approval by Stockholders

The Plan was approved by the Stockholders of NACCO Industries, Inc. on May 12, 2010.

Appendix 1. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below; provided that such occurrence meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant:

I. i.

Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or

ii.

The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which either of the following apply (such a Business Combination, an “Excluded Business Combination”) (A) a Business Combination involving Housewares Holding Co. (or any successor thereto) that relates solely to the business or assets of The Kitchen Collection, Inc. (or any successor thereto) or (B) a Business Combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).

II. i. Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then Outstanding Voting Securities of NACCO Industries, Inc. (“NACCO”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities:

(A) directly from NACCO that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded NACCO Business Combination (as defined below);

power of the Outstanding Voting Securities of NACCO inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of NACCO, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

(A) the individuals and entities who beneficially owned, directly or indirectly, NACCO immediately prior to such NACCO Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such NACCO Business Combination (including, without limitation, an entity that as a result of such transaction owns NACCO or all or substantially all of the assets of NACCO, either directly or through one or more subsidiaries); and

(B) at the time of the execution of the initial agreement, or of the action of the Board of Directors of NACCO, providing for such NACCO Business Combination, at least a majority of the members of the Board of Directors of NACCO were Incumbent Directors.

III . Definitions. The following terms as used herein shall be defined as follow:

1. “ Incumbent Directors ” means the individuals who, as of December 31, 2013, are Directors of NACCO and any individual becoming a Director subsequent to such date whose election, nomination for election by NACCO’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of NACCO in which such person is named as a nominee for director, without objection to such nomination); provided , however , that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board of Directors of NACCO occurs as a result of an actual or threatened election contest (as described in Rule 14a‑12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of NACCO.

2. “ Permitted Holders ” shall mean, collectively, (i) the parties to the Stockholders’ Agreement, dated as of March 15, 1990, as amended from time to time, by and among National City Bank, (Cleveland, Ohio), as depository, the Participating Stockholders (as defined therein) and NACCO; provided , howeve r, that for purposes of this definition only, the definition of Participating Stockholders contained in the Stockholders’ Agreement shall be such definition in effect of the date of the Change in Control, (ii) any direct or indirect subsidiary of NACCO and (iii) any employee benefit plan (or related trust) sponsored or maintained by NACCO or any direct or indirect subsidiary of NACCO.

3. “ Related Company ” means Hamilton Beach Brands, Inc. and its successors (“HB”), any direct or indirect subsidiary of HB and any entity that directly or indirectly controls HB.

EXHIBIT 10.2

RETIREMENT BENEFIT PLAN

FOR ALFRED M. RANKIN, JR.

(As Amended and Restated Effective as of January 1, 2014)

WHEREAS, NACCO Industries, Inc. (the “Employer”) originally adopted the Retirement Benefit Plan for Alfred M. Rankin Jr. (the “Plan”) effective as of March 1, 1989 and amended and restated the Plan several times since its inception; and

WHEREAS, Mr. Rankin and the Employer desire to amend and restate the Plan in order to (i) incorporate all prior amendments; and (ii) change the interest rate under the Plan effective as of January 1, 2014.

NOW THEREFORE, the Employer hereby adopts and publishes this amendment and restatement of the Plan, which shall contain the following terms and conditions:

ARTICLE I

PREFACE

SECTION 1.1. Effective Date and Plan Year. The Plan is amended and restated as of January 1, 2014. The Plan Year of the Plan is the calendar year.

SECTION 1.2. Purpose of the Plan . For periods prior to January 1, 2008, the purpose of the Plan was to provide Supplemental Benefits to the Participant. All Supplemental Benefits under the Plan (other than earnings) were frozen as of December 31, 2007.

SECTION 1.3. Governing Law. The Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

SECTION 1.4. Severability . If any provision of the Plan or the application thereof to any circumstances(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

SECTION 1.5. Application of Code Section 409A . It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee to any Participant or Beneficiary any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

ARTICLE II

DEFINITIONS

SECTION 2.1. The following words and phrases when used in the Plan with initial capital letters shall have the following respective meanings, unless the context clearly indicates otherwise.

SECTION 2.1(1). “ Account ” shall mean the record maintained in accordance with Section 3.3 by the Employer for the Participant’s Supplemental Benefit (plus earnings thereon).

SECTION 2.1(2). “ Beneficiary ” shall mean the person or persons (natural or otherwise) as may be designated by the Participant as his Beneficiary under the Plan. Such a designation may be made, and may be revoked or changed (without the consent of any previously designated Beneficiary), only by an instrument (in form acceptable to the Employer) signed by the Participant and filed with the Employer prior to the Participant’s death. In the absence of such a designation and at any other time when there is no existing Beneficiary designated by the Participant to whom payment is to be made pursuant to his designation, his Beneficiary shall be his surviving legal spouse or, if none, his estate. A person designated by a Participant as his Beneficiary who or which ceases to exist

shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s Beneficiary are in existence, the amount of any payment to the Beneficiary under the Plan shall be divided equally among such persons unless the Participant’s designation specifically provided to the contrary.

SECTION 2.1(3). “ Change in Control ” shall mean the occurrence of an event described in Appendix A hereto.

SECTION 2.1(4). “ Code ” shall mean the Internal Revenue Code of 1986, as it has been and may be amended from time to time.

SECTION 2.1(5). “ Code Limitations ” shall mean the limitations imposed by Sections 401(a)(17) and 415 of the Code, or any successor(s) thereto, on the amount of the contributions which may be made to the Profit Sharing Plan for a participant.

SECTION 2.1(6). “ Committee ” shall mean the Compensation Committee of the Employer’s Board of Directors or any other committee appointed by the Employer’s Board of Directors to administer the Plan in accordance with Section 7.4.

SECTION 2.1(7). “ Compensation ” shall have the same meaning as under the Profit Sharing Plan, except that Compensation (a) shall not be subject to the dollar limitation imposed by Code Section 401(a)(17), and (b) shall be deemed to include the amount of compensation deferred by the Participant under The North American Coal Corporation Deferred Compensation Plan for Management Employees (prior to 1995), the NACCO Materials Handling Group, Inc., Unfunded Benefit Plan (for periods from 1995 through August 31, 2000) and the NACCO Industries, Inc. Unfunded Benefit Plan (for periods from September 1, 2000 through December 31, 2007).

SECTION 2.1(8). “ Controlled Group ” shall mean the Employer and any other company, the employees of which, together with the employees of the Employer, are required to be treated as if they were employed by a single employer pursuant to Section 414 of the Code.

SECTION 2.1(9). “ Employer ” shall mean NACCO Industries, Inc.

SECTION 2.1(10). “ Key Employee. ” The Participant shall be classified as a key employee for purposes of Code Section 409A as long as the stock of the Employer is publicly traded on an established securities market or otherwise on the date of the Employee’s Termination of Employment.

SECTION 2.1(11). “ Participant ” shall mean Alfred M. Rankin, Jr.

SECTION 2.1(12). “ Plan ” shall mean this NACCO Industries, Inc. Retirement Benefit Plan for Alfred M. Rankin, Jr., as it may be amended from time to time.

SECTION 2.1(13). “ Profit Sharing Plan ” shall mean the profit sharing portion of the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan, as in effect for periods prior to January 1, 2008.

SECTION 2.1(14). “ ROTCE ” shall mean the consolidated return on total capital employed of the Employer as determined by the Employer, in its sole discretion, for a particular Plan Year.

SECTION 2.1(15). “ ROTCE Table Rate .” Beginning in 2014, the ROTCE Table Rate shall mean the interest rate determined under an annual “ROTCE Table” and related interpolation rules that are adopted and approved by the Committee within the first 90 days of each Plan Year and is based on ROTCE for such Plan Year.

SECTION 2.1(16). “ Supplemental Benefit ” shall mean the sum of the Participant’s Transitional Benefit and his Supplemental Profit Sharing Plan Benefit.

SECTION 2.1(17). “ Supplemental Profit Sharing Benefit ” shall mean the amounts credited to the Participant's Account pursuant to Section 3.1.

SECTION 2.1(18). “ Termination of Employment ” shall mean, with respect to the Participant’s relationship with the Employer and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

SECTION 2.1(19). “ Transitional Benefits ” shall mean the amounts credited to the Participant’s Account pursuant to Section 3.2.

SECTION 2.1(20). “ Valuation Date ” shall mean the last day of each Plan Year, plus such additional date(s), if any, selected by the Employer.

ARTICLE III

SUPPLEMENTAL BENEFITS - CALCULATION OF AMOUNT

SECTION 3.1. Amount of Supplemental Profit Sharing Benefit.

(a) Effective as of January 1, 1994, the Employer credited the Participant’s Account with an Opening Account Balance.

(b) For periods on or after January 1, 1994 and prior to January 1, 2008, the Employer credited the Participant’s Account annually with amounts (hereinafter referred to as the “Supplemental Profit Sharing Contributions”) equal to the amounts that would have been contributed by the Employer to the Profit Sharing Plan for such Participant, from time to time, as profit sharing contributions if (i) the Participant had been eligible to participate in the Profit Sharing Plan, (ii) the Profit Sharing Plan did not contain the Code Limitations, and (iii) the term “Compensation” (as defined in Section 2.1(6) hereof) was used for purposes of determining the amount of profit sharing contributions under the Plan. The last Supplemental Profit Sharing Contributions that are credited to the Participant’s Account shall be for the 2007 Plan Year.

SECTION 3.2. Amount of Transitional Benefits . The Employer also credited the Participant’s Account with the Transitional Benefits equal to (a) $34,900 on December 31, 1994 and (b) for each subsequent year, an amount that was 4 percent greater than the amount credited under this Section 3.2 for the preceding year. The Transitional Benefits described in the preceding sentence were credited annually as of each December 31st, commencing on December 31, 1994 and ending on December 31, 2007.

SECTION 3.3. Participant's Account . The Employer shall establish and maintain on its books an Account for the Participant which shall contain the following entries:


(a)	the Opening Account Balance, which was credited to the Participant’s Account as of January 1, 1994;


(b)	the Supplemental Profit Sharing Contributions which were credited to the Participant’s Account at the same time as actual profit sharing contributions were credited to the accounts of the participants in the Profit Sharing Plan;


(c)	The Transitional Benefits, which were credited to the Participant’s Account as of each December 31 ^st , commencing on December 31, 1994 and ending on December 31, 2007;


(d)	Earnings, as determined under Article IV, and the uplift determined under Article V; and


(e)	Debits for any distributions made from the Account.

ARTICLE IV

EARNINGS

SECTION 4.1. Earnings .

(a) For periods on and after January 1, 2014, at the end of each calendar month during a Plan Year, the Account of the Participant shall be credited with an amount determined by multiplying such Participant’s weighted average daily Account balance during such month by 2%. Notwithstanding the foregoing:

(i) No earnings shall be credited for the month in which the Participant receives the distribution of his Account.

(ii) In the event that the ROTCE Table Rate determined for such Plan Year exceeds 2%, the Account shall retroactively be credited with the excess (if any) of (1) the amount determined by multiplying the average balance of such Account during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly over (2) 2%. In the event of a Participant’s Termination of Employment during a Plan Year, the ROTCE Table Rate calculation shall be made as of the last day of the month immediately preceding the date of the Participant’s Termination of Employment during a Plan Year, and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Committee in its sole discretion. For any subsequent month following such Termination, such ROTCE Table Rate calculation shall not apply.

(iii) Notwithstanding anything in the Plan to the contrary, any interest credited to a Participant’s Account with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013.

(b) Changes/Limitations in Earnings Assumptions . The Committee may change (or suspend) the earnings rate credited on the Participant's Account hereunder; provided, however that notwithstanding any provision of the Plan to the contrary, in no event will the earnings rate credited to the Participant’s Account hereunder exceed 14%.

ARTICLE V

VESTING

SECTION 5.1. Vesting . The Participant shall be 100% vested in his Supplemental Benefit hereunder.

ARTICLE VI

DISTRIBUTION OF SUPPLEMENTAL BENEFITS

SECTION 6.1. Form and Time of Payment .

(a) Except as otherwise specified in Section 6.1(b) or 7.7, all amounts allocated to the Participant’s Account shall be paid to the Participant (or his Beneficiary, if applicable) in accordance with the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which the Participant receives the payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, he shall also receive payment of the pro-rata earnings for such Plan Year (calculated through the last day of the month prior to the payment date) and the corresponding 15% uplift at the same time that he receives payment of such frozen Account balance.

(b) Notwithstanding the foregoing, in the event of a Change in Control, all remaining amounts allocated to the Account of the Participant (including pro-rata earnings for the Plan Year in which the Change in Control occurs) shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Committee. Notwithstanding anything in the Plan to the contrary, the earnings credited to a Participant’s Account for the year in which a Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, the ROTCE Table Rate calculation for the year in which a Change in Control occurs shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date of the Change in Control, as determined by the Committee in its sole discretion.

SECTION 6.2. Withholding/Taxes . To the extent required by applicable law, the Employer shall withhold from the Supplemental Benefits hereunder any income, employment or other taxes required to be withheld therefrom by any government or government agency.

SECTION 6.3. Additional Payments .

(a) At the time described in clause (b) of this Section 6.3, the Employer shall pay to the Participant (i) an amount equal to the positive difference, if any, of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after payment by the Participant of all applicable federal, state and local income

taxes and employment (e.g., FICA) taxes on the Income Tax Payment, the Participant will retain an amount equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 6.3:


I =	The Participant’s federal, state and local income tax and employment ( e.g. , FICA) tax liability with respect to the payment of the amount described in Section 6.1(a)(i) (the “Frozen Account Balance”); and


II =	The amount of federal, state and local income tax and employment ( e.g. , FICA) tax liability the Participant would have incurred with respect to the payment of the Participant’s Frozen Account Balance if the Frozen Account Balance had been paid to the Participant during the 2008 Plan Year.

For purposes of calculating the amounts described in I and II above and determining the Gross-Up Payment, the Participant will be considered to pay (1) federal income taxes at the highest rate in effect in the applicable year and (2) state and local income taxes at the highest rate in effect in the state or locality in which the applicable payment would be subject to state or local tax, net of the maximum reduction in federal income tax that could be obtained from deduction of such state and local taxes. All determinations required to be made under this Section 6.3 shall be made by the Employer in consultation with the Participant.

(b) The payment described in paragraph (a) of this Section 6.3 shall be made at the same time as the payment described in Section 6.1(a) or 6.1(b), whichever is applicable.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Limitation on Rights of Participant and Beneficiaries ‑ No Lien . The Plan is designed to be an unfunded, nonqualified plan and the entire cost of the Plan shall be paid from the general assets of the Employer. No liability for the payment of benefits under the Plan shall be imposed upon any officer, director, employee, or stockholder of the Employer. Nothing contained herein shall be deemed to create a lien in favor of the Participant or any Beneficiary on any assets of any Employer. The establishment of the Participant’s Account hereunder is solely for the Employer’s convenience in administering the Plan and amounts “credited” to the Account shall continue for all purposes to be part of the general assets of the Employer. The Participant’s Account is merely a record of the value of the Employer’s unsecured contractual obligation to the Participant and his Beneficiary under the Plan and the Employer shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Employer for use in connection with the Plan. The Participant and each Beneficiary shall have the status of a general unsecured creditor of the Employer and shall have no right to, prior claim to, or security interest in, any assets of the Employer.

SECTION 7.2. Nonalienation . No right or interest of the Participant or any Beneficiary under the Plan shall be anticipated, assigned (either at law or in equity) or alienated by the Participant or Beneficiary, nor shall any such right or interest be subject to attachment, garnishment, levy, execution or other legal or equitable process or in any manner be liable for or subject to the debts of the Participant or Beneficiary. Notwithstanding the foregoing, the Employer shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of part or all of the Account under the Plan to an alternate payee under Code Section 414(p).

SECTION 7.3. Employment Rights . Employment rights shall not be enlarged or affected hereby. The Employer shall continue to have the right to discharge the Participant, with or without cause.

SECTION 7.4. Administration of Plan .

(a) The Employer shall be the sponsor of the Plan for purposes of ERISA. The Committee shall be the Plan administrator and shall be responsible for the general administration of the Plan and for carrying

out the provisions hereof. The Committee shall have discretion to interpret the provisions of the Plan, including, without limitation, by supplying omissions from, correcting deficiencies in or in resolving inconsistencies or ambiguities in the language of the Plan, to make factual findings with respect to any issue arising under the Plan and to decide disputes arising under the Plan and to make any determinations (including factual determinations) with respect to benefits payable hereunder.

(b) Either the Committee or the Employer may, from time to time, delegate all or part of the administrative powers, duties and authorities delegated to it under the Plan to such person or persons, office or committee as it shall select.

SECTION 7.5. Payment to Guardian . If a benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Employer may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Employer may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Employer from all liability with respect to such benefit.

SECTION 7.6. Statement of Account . The Employer shall deliver to the Participant a written statement of his Account as of the end of each Plan Year.

SECTION 7.7. Other Payment Rules and Restrictions .

(a) Delayed Payments Due to Solvency Issues . Notwithstanding any provision of the Plan to the contrary, the Employer shall not be required to make any payment hereunder to any Participant or Beneficiary if the making of the payment would jeopardize the ability of the Employer to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the going concern status of the Employer.

(b) Delayed Payments For Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to the Participant that are made on account of a Termination of Employment (if any) may not be made before the 1 ^st day of the 7 ^th month following the date of Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (d) below). Any amounts that are otherwise payable to the Participant during the 6-month period following his Termination of Employment shall be paid in a lump sum make-up payment within 10 days following the end of such 6-month period.

(c) Time of Payment/Processing . All payments under the Plan shall be made on, or within 90 days of, the specified payment date.

(d) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued there under, payment of amounts hereunder may be accelerated (i) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on benefits hereunder under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

ARTICLE VIII

AMENDMENT AND TERMINATION

SECTION 8.1. Amendment . Subject to Section 8.3, the Employer (with the approval or ratification of the Benefits Committee) does hereby reserve the right to amend, at any time, any or all of the

provisions of the Plan, without the consent of the Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by an officer of the Employer on the order of the Benefits Committee (or Committee, as applicable) and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution.

SECTION 8.2. Termination . Subject to Section 8.3, the Committee does hereby reserve the right to terminate the Plan at any time without the consent of the Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by an officer of the Employer on the order of the Committee and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. In the event of a termination of the Plan (or any portion thereof), the Employer, in its sole and absolute discretion, shall have the right to change the time of distribution of the Participant’s Supplemental Benefits, including requiring that all amounts credited to the Participant’s Account hereunder be immediately distributed in the form of a lump sum payment; provided such action is permitted under Code Section 409A and the Treasury Regulations thereunder.

SECTION 8.3. Limitations on Amendment and Termination . Notwithstanding the foregoing provisions of this Article, no amendment or termination of the Plan shall, without the written consent of the Participant (or, in the case of his death, his Beneficiary), (a) reduce the amount of any Supplemental Benefit under the Plan of the Participant or any Beneficiary as of the date of the amendment or termination or (b) alter the time of payment provisions described in Article VI of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment. The foregoing limitations shall not prohibit the Committee from making any other changes to the Plan including, without limitation, (i) changing or suspending the earnings rate that is credited to the Participant's Account under Article IV and/or (ii) changing or suspending the amount of the uplift described in Section 6.1(a).

IN WITNESS WHEREOF, NACCO Industries, Inc., has executed this Plan this 10 ^th day of February, 2014.

NACCO INDUSTRIES, INC.



	By:	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President - Finance, Treasurer and Chief Administrative Officer

Appendix A. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of (i), (ii) or (iii) below; provided that such occurrence occurs on or after January 1, 2014 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant :

i. Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders, is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then Outstanding Voting Securities of NACCO Industries, Inc. (“NACCO”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities:

(A) directly from NACCO that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded NACCO Business Combination (as defined below);

provided, that if at least a majority of the individuals who constitute Incumbent Directors determine in good faith that a Person has become the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the combined voting power of the Outstanding Voting Securities of NACCO inadvertently, and such Person divests as promptly as practicable a sufficient number of shares so that such Person is the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or less of the combined voting power of the Outstanding Voting Securities of NACCO, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

III . Definitions. The following terms as used herein shall be defined as follow:

EXHIBIT 10.3

NACCO INDUSTRIES, INC.

UNFUNDED BENEFIT PLAN

(Amended and Restated as of January 1, 2014)

NACCO Industries, Inc. does hereby amend and restate the NACCO Industries, Inc. Unfunded Benefit Plan on the terms and conditions described hereinafter, effective as of January 1, 2014.

Article I. PREFACE

Section 1.01 Effective Date . The effective date of this restatement of the Plan is January 1, 2014.

Section 1.02 Purpose of the Plan . For periods prior to January 1, 2008, the purpose of the Plan was to provide for certain Employees the benefits they would have received under the Profit Sharing Plan but for (a) the dollar limitation on Compensation taken into account under the Profit Sharing Plan as a result of Section 401(a)(17) of the Code, (b) the limitations imposed under Section 415 of the Code, and (c) the limitations under Sections 402(g), 401(k)(3) and 401(m) of the Code.

Section 1.03 Governing Law . The Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

Section 1.04 Gender and Number . For purposes of interpreting the provisions of the Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

Section 1.05 Code Section 409A . It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee to the Participant or any Beneficiary any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

Section 1.06 Benefit Freeze/Plan Termination . All Excess Retirement Benefits under the Plan shall be frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on all Sub-Accounts after such date, as specified in the Plan. The Plan shall automatically terminate when the Participants receives payment of his Account balance hereunder.

Article II. DEFINITIONS

Except as otherwise provided in the Plan, terms defined in the Profit Sharing Plan as it may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly required by the context of the Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of the Plan.

Section 2.01 Account shall mean the record maintained by the Company in accordance with Section 4.01 as the sum of the Participant's Excess Retirement Benefits hereunder.

Section 2.02 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under the Plan, in accordance with the provisions of Article VIII hereof.

Section 2.03 Change in Control shall mean the occurrence of an event described in Appendix A hereto.

Section 2.04 Committee shall mean the Compensation Committee of the Company’s Board of Directors or any other committee appointed by the Company’s Board of Directors to administer the Plan in accordance with Article X.

Section 2.05 Company shall mean NACCO Industries, Inc. or any entity that succeeds NACCO Industries, Inc. by merger, reorganization or otherwise.

Section 2.06 Compensation shall have the same meaning as under the Profit Sharing Plan, except that Compensation shall be deemed to include (i) the amount of compensation deferred by the Participant under the Plan and (ii) amounts in excess of the limitation imposed by Code Section 401(a)(17).

Section 2.07 Excess Retirement Benefit or Benefit shall mean an Excess Profit Sharing Benefit, Excess 401(k) Benefit or Excess Matching Benefit (as described in Article III) that is payable to or with respect to a Participant under the Plan.

Section 2.08 Key Employee. The Participant shall be classified as a Key Employee for purposes of Code Section 409A as long as the stock of the Company is publically traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

Section 2.09 Participant shall mean Alfred M. Rankin, Jr.

Section 2.10 Plan shall mean the NACCO Industries, Inc. Unfunded Benefit Plan, as herein set forth or as duly amended.

Section 2.11 Plan Administrator shall mean the NACCO Industries, Inc. Benefits Committee (the “Benefits Committee”).

Section 2.12 Plan Year shall mean the calendar year.

Section 2.13 Prior Plan shall mean the NACCO Materials Handling Group, Inc. Unfunded Benefit Plan (for the period from January 1, 1995 through August 31, 2000) and The North American Coal Corporation Deferred Compensation Plan for Management Employees (for the period prior to January 1, 1995).

Section 2.14 Profit Sharing Plan shall mean the NACCO Materials Handling Group, Inc. Profit Sharing Retirement Plan or any successor thereto.

Section 2.15 ROTCE shall mean the consolidated return on total capital employed of the Company as determined by the Company for a particular Plan Year.

Section 2.16 ROTCE Table Rate . Beginning in 2014, the ROTCE Table Rate shall mean the interest rate determined under an annual “ROTCE Table” and related interpolation rules that are adopted and approved by the Committee within the first 90 days of each Plan Year and is based on ROTCE for such Plan Year.

Section 2.17 Termination of Employment means, with respect to the Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

Section 2.18 Valuation Date shall mean the last day of each calendar month and/or any other date chosen by the Plan Administrator.

Article III.

EXCESS RETIREMENT BENEFITS - CALCULATION OF AMOUNT

Section 3.01 Excess Profit Sharing Benefits .

(a) In General . The Company credited to a Sub-Account (the "Excess Profit Sharing Sub-Account") established for the Participant an amount equal to the excess, if any, of (i) the amount of the Company's Profit Sharing Contribution which would have been made to the profit sharing portion of the Profit Sharing Plan on behalf of the Participant if (1) such Plan did not contain the limitations imposed under Sections 401(a)(17) and 415 of the Code and (2) the term "Compensation" (as defined in Section 2.06 hereof) were used for purposes of determining the amount of profit sharing contributions under the Profit Sharing Plan, over (ii) the amount of the Company's Profit Sharing Contribution that was actually made to such Plan on behalf of the Participant for such Plan Year (the "Excess Profit Sharing Benefits"). The last Excess Profit Sharing Benefits credited to the Excess Profit Sharing Sub-Account were for the 2007 Plan Year.

(b) Minimum Benefit . Notwithstanding the foregoing, the Account balance of the Participant shall in no event be less than the amount credited to the Participant's account under the Prior Plan.

Section 3.02 Basic and Additional Excess 401(k) Benefits .

(a) Amount of Excess 401(k) Benefits . On or prior to each December 31 ^st , by completing an approved deferral election form, the Participant was able to direct the Company to reduce his Compensation for the next Plan Year, by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Sections 402(g), 401(a)(17) and 401(k)(3) of the Code . All amounts deferred under this Section shall be referred to herein collectively as the "Excess 401(k) Benefits." The last Excess 401(k) Benefits credited to the Excess 401(k) Sub-Accounts hereunder were credited as of December 31, 2007.

(b) Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year were calculated monthly and were further divided into the "Basic Excess 401(k) Benefits" and the "Additional Excess 401(k) Benefits" as follows:


1.	The Basic Excess 401(k) Benefits were determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and


2.	The Additional Excess 401(k) Benefits (if any) were determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over 7%, and the denominator of which is the percentage of Compensation elected to be deferred.


3.	The Basic Excess 401(k) Benefits were credited to the Basic Excess 401(k) Sub-Account under the Plan and the Additional Excess 401(k) Benefits were credited to the Additional Excess 401(k) Sub-Account hereunder.

Section 3.03 Excess Matching Benefits . The Participant was credited an amount to his Basic Excess Matching Sub-Account equal to the Matching Employer Contributions attributable to the Basic Excess 401(k) Benefits that he was prevented from receiving under the Profit Sharing Plan because of the limitations of Code Sections 402(g), 401(a)(17), 401(k)(3) and 401(m) of the Code or as a result of his deferral of Compensation hereunder (the "Excess Matching Benefits"). The last Excess Matching Benefits credited to the Basic Excess Matching Sub-Account were those credited for the 2007 Plan Year.

Article IV.

ACCOUNTS

Section 4.01 Participants' Accounts . The Company shall establish and maintain on its books an Account for the Participant which shall contain the following entries:

(a) Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.01, which were credited to the Sub-Account at the time the Profit Sharing Contributions were otherwise credited to the Participant’s accounts under the Profit Sharing Plan.

(b) Credits to a Basic or Additional Excess 401(k) Sub-Account for the Basic and Additional Excess 401(k) Benefits described in Section 3.02, which were credited to the Sub-Account when the Participant was prevented from making a Before-Tax Contribution under the Profit Sharing Plan.

(c) Credits to a Basic Excess Matching Sub-Account for the Basic Excess Matching Benefits described in Section 3.03, which amounts were credited to the Sub-Account when the Participant was prevented from receiving Matching Employer Contributions under the Profit Sharing Plan.

(d) Credits to the appropriate Sub-Account of the Participant of the amount of any and all liabilities of the Company under the Prior Plan that were transferred to the Plan.

(e) Credits to all Sub-Accounts for the earnings described in Article V and the uplift described in Article VI.

(f) Debits for any distributions made from the Sub-Accounts.

Article V.

EARNINGS

Section 5.01 Earnings . Except as otherwise described in the Plan, for periods on and after January 1, 2014, at the end of each calendar month during a Plan Year, all Sub-Accounts of the Participant shall be credited with an amount determined by multiplying the Participant’s average Sub-Account balance during such month by 2%. Notwithstanding the foregoing:

(i) No earnings shall be credited for the month in which the Participant receives the distribution of the principle amount of his Sub-Accounts.

(ii) In the event that the ROTCE Table Rate determined for such Plan Year exceeds 2%, the Basic Excess 401(k) Sub-Account and Excess Matching Sub-Account shall retroactively be credited with the excess (if any) of (1) the amount determined by multiplying the Participant's average Sub-Account balance during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly over (2) 2%. In the event of the Participant’s Termination of Employment during a Plan Year, the ROTCE Table Rate calculation shall be made as of the last day of the month immediately preceding the date of the Participant’s Termination of Employment during a Plan Year and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Committee, in its sole discretion. For any subsequent month following such Termination, such ROTCE Table Rate calculation shall not apply.

(iii) Notwithstanding anything in the Plan to the contrary, any interest credited to the Participant’s Account with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013.

Section 5.02 Changes in/Limitations on Earnings Assumption .

(a) The Company (with the approval or ratification of the Committee) may change (but not suspend) the earnings rate credited on Accounts under the Plan at any time.

(b) Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year be credited at a rate that exceeds 14%.

Article VI.

VESTING

Section 6.01 Vesting . The Participant shall always be 100% vested in all amounts credited to his Account hereunder.

Article VII.

DISTRIBUTION OF BENEFITS TO PARTICIPANTS

Section 7.01 Time and Form of Payment .

(a) Except as otherwise specified in Sections 7.01(b) or 7.02, all amounts allocated to the Participant’s Sub-Accounts shall be paid to the Participant (or his Beneficiary, if applicable) in accordance with the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account for each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which the Participant receives the payment of his frozen Account balance pursuant to clause (i) of the preceding sentence, he shall also receive payment of the pro-rata earnings for such Plan Year (calculated through the last day of the month prior to the payment date) and the corresponding 15% uplift at the same time that he receives payment of such frozen Account balance.

hirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Committee. Notwithstanding anything in the Plan to the contrary, the earnings credited to a Participant’s Account for the year in which a Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, the ROTCE Table Rate calculation for the year in which a Change in Control occurs shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date of the Change in Control, as determined by the Committee in its sole discretion.

Section 7.02 Other Payment Rules and Restrictions .

(a) Payments Violating Applicable Law. Notwithstanding any provision of the Plan to the contrary, the payment of all or any portion of the amounts payable hereunder will be deferred to the extent that the Company reasonably anticipates that the making of such payment would violate Federal securities laws or other applicable law (provided that the making of a payment that would cause income taxes or penalties under the Code shall not be treated as a violation of applicable law). The deferred amount shall become payable at the earliest date at which the Company reasonably anticipates that making the payment will not cause such violation.

(b) Delayed Payments Due to Solvency Issues . Notwithstanding any provision of the Plan to the contrary, the Company shall not be required to make any payment hereunder to the Participant or any Beneficiary if the making of the payment would jeopardize the ability of the Company to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Company are sufficient to make the payment without jeopardizing the going concern status of the Company.

(c) Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1 ^st day of the 7 ^th month following Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO (as specified in Section 9.04) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any Benefits that are otherwise payable to the Key Employee during the 6-month period following his Termination of Employment shall be accumulated and paid in a lump sum make-up payment within 10 days following the end of such 6-month period.

(d) Time of Payment/Processing . Except as described in Sections 7.01(b) or 7.02(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.

(e) Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments hereunder may be accelerated (i) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on Benefits hereunder under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.

(f) Withholding Taxes. To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld there from by any government or government agency.

Section 7.03 Additional Payments .

(a) At the time described in clause (b) of this Section 7.03, the Company shall pay to the Participant (i) an amount equal to the positive difference, if any, of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after payment by the Participant of all applicable f

ederal, state and local income taxes and employment (e.g., FICA) taxes on the Income Tax Payment, the Participant will retain an amount equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 7.03:


I =	The Participant’s federal, state and local income tax and employment ( e.g. , FICA) tax liability with respect to the payment of the amount described in Section 7.01(a)(i) (the “Frozen Account Balance”); and


II =	The amount of federal, state and local income tax employment ( e.g. , FICA) tax liability the Participant would have incurred with respect to the payment of the Participant’s Frozen Account Balance if the Frozen Account Balance had been paid to the Participant during the 2008 Plan Year.

For purposes of calculating the amounts described in I and II above and determining the Gross-Up Payment, the Participant will be considered to pay (1) federal income taxes at the highest rate in effect in the applicable year and (2) state and local income taxes at the highest rate in effect in the state or locality in which the applicable payment would be subject to state or local tax, net of the maximum reduction in federal income tax that could be obtained from deduction of such state and local taxes. All determinations required to be made under this Section 7.03 shall be made by the Company in consultation with the Participant.

(b) The payment described in paragraph (a) of this Section 7.03 shall be made at the same time as the payment described in Section 7.01(a) or 7.01(b), whichever is applicable.

Article VIII.

BENEFICIARIES

Section 8.01 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant's death. Separate Beneficiary designations may be made for (a) the Excess 401(k) and Matching Benefits and (b) the Excess Profit Sharing Benefits. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his Excess Retirement Benefits shall be his beneficiary under the Profit Sharing Plan. A person designated by a Participant as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant's Beneficiary unless the Participant's designation specifically provided to the contrary. If two or more persons designated as a Participant's Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under the Plan shall be divided equally among such persons unless the Participant's designation specifically provides for a different allocation.

Section 8.02 Change in Beneficiary . The Participant may, at any time and from time to time, change a Beneficiary designation hereunder without the consent of any existing Beneficiary or any other person. A change in Beneficiary hereunder may be made regardless of whether such a change is also made under the Profit Sharing Plan. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received prior to the death of the Participant.

Section 8.03 Distributions to Beneficiaries . Excess Retirement Benefits payable to the Participant's Beneficiary shall be equal to the balance in the applicable Sub-Account of the Participant on the Valuation Date preceding the date of the distribution of the Sub-Account to the Beneficiary. Excess Retirement Benefits payable to a Beneficiary shall be paid in the form of a lump sum payment on the date such benefits would otherwise have been paid to the Participant under Article VII.

Article IX.

MISCELLANEOUS

Section 9.01 Expenses . Expenses of administering the Plan shall be paid by the Company.

Section 9.02 Limitation on Rights of Participants and Beneficiaries ‑ No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of the Participant or any Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or any Beneficiary as provided herein. The Participant and each Beneficiary shall have the status of a general unsecured creditor of the Company.

Section 9.03 Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.

Section 9.04 Anti-Assignment/Early Payment in the Event of a QDRO .

(a) No right or interest under the Plan of the Participant or any Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.

(b) Notwithstanding any provision of the Plan to the contrary, the Plan Administrator shall honor a “qualified domestic relations order” (QDRO) from a state domestic relations court that requires the payment of all or a part of the Participant's or any Beneficiary's Account under the Plan to an "alternate payee" as defined in Code Section 414(p).

Section 9.05 Severability . If any provision of the Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

Section 9.06 Effect on other Benefits . Benefits payable to or with respect to the Participant under the Profit Sharing Plan or any other Company sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under the Plan.

Article X.

ADMINISTRATION OF PLAN

Section 10.01 Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (a) to determine whether a particular employee is a Participant and (b) to determine if a person is entitled to Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator's determination of the rights of any person hereunder shall be final and

binding on all persons, subject only to the provisions of Sections 10.03 and 10.04 hereof. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of Benefits, to a named administrator or administrators.

Section 10.02 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject only to the provisions of Sections 10.03 and 10.04 hereof, be final and binding on all persons.

Section 10.03 Claims Procedures . The Plan Administrator shall determine the rights of a person to any Benefits hereunder. Any person who believes that he has not received the Benefits to which he is entitled under the Plan may file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing. A denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be understood by the claimant and shall include: (a) the specific reasons for the denial; (b) specific reference to pertinent Plan provisions on which the denial is based; (c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (d) an explanation of the claim review procedure and the time limits applicable thereto (including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review). A claimant whose claim is denied (or his duly authorized representative) who wants to contest that decision must file with the Plan Administrator a written request for a review of such claim within 60 days after receipt of denial of a claim. If the claimant does not file a request for review of his claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, the Committee (or its delegate) shall conduct a full and fair review of such claim. During such review, the claimant shall be given the opportunity to review documents that are pertinent to his claim and to submit issues and comments in writing. For this purpose, the Committee (or its delegate) shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 10.01 above. The Committee (or its delegate) shall mail or deliver to the claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and shall, to the extent permitted by law, be final and binding on all interested persons. In addition, the notice of adverse determination shall also include statements that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 10.04 Revocability of Prior Action . Any action taken by the Plan Administrator, the Committee or the Company with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator's, Committee’s or the Company's making any appropriate adjustments in future payments to any person (or to recover from such person) any excess payment or underpayment previously made to him or on his behalf.

Section 10.05 Amendment . Subject to Section 10.07, the Company (with the approval or ratification of the Committee) does hereby reserve the right to amend, at any time, any or all of the

provisions of the Plan, without the consent of the Participant, Beneficiary or any other person. Any such amendment shall be expressed in an instrument executed by an officer of the Company on the order of the Committee and shall become effective as of the date designated in such instrument or, if no such date is specified, on the date of its execution.

Section 10.06 Termination . Subject to Section 10.07, the Committee does hereby reserve the right to terminate the Plan at any time without the consent of the Participant, Beneficiary or any other person. Such termination shall be expressed in an instrument executed by an officer of the Company on the order of the Committee and shall become effective as of the date designated in such instrument, or if no date is specified, on the date of its execution. In the event of a termination of the Plan (or any portion thereof), the Company, in its sole and absolute discretion, shall have the right to change the time of distribution of the Participant’s Excess Retirement Benefits, including requiring that all amounts credited to the Participant’s Account hereunder be immediately distributed in the form of a lump sum payment; provided such action is permitted under Code Section 409A and the Treasury Regulations thereunder.

Section 10.07 Limitations on Amendment and Termination . Notwithstanding the foregoing provisions of this Article, no amendment or termination of the Plan shall, without the written consent of the Participant (or, in the case of his death, his Beneficiary), (a) reduce the amount of any Excess Retirement Benefit under the Plan of the Participant or any Beneficiary as of the date of the amendment or termination or (b) alter the time of payment provisions described in Article VII of the Plan, except for any amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment. The foregoing limitations shall not prevent the Committee from making any other changes to the Plan including, without limitation, (i) changing the earnings rate that is credited to the Participant’s Account under Article V and/or (ii) changing or eliminating the amount of the uplift described in Section 7.01(a).

EXECUTED, this 10 ^th day of February, 2014.

NACCO INDUSTRIES, INC.



	By:	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President - Finance, Treasurer and Chief Administrative Officer

Appendix A. Change in Control.

(A) directly from NACCO that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded NACCO Business Combination (as defined below);


ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

III . Definitions. The following terms as used herein shall be defined as follow:

EXHIBIT 10.4

THE NORTH AMERICAN COAL CORPORATION

DEFERRED COMPENSATION PLAN FOR MANAGEMENT EMPLOYEES

(AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2014)

The North American Coal Corporation (the “Company”) does hereby adopt this amendment and restatement of The North American Coal Corporation Deferred Compensation Plan for Management Employees, effective as of January 1, 2014.

ARTICLE I.

INTRODUCTION

Section 1.01 Effective Date . The effective date of this restatement of the Plan is January 1, 2014.

Section 1.02 Purpose of the Plan . For periods prior to January 1, 2008, the purpose of this Plan was to provide for certain Employees the benefits they would have received under the Savings Plan but for certain Code limitations and to provide for the continued deferral of certain frozen benefits.

Section 1.03 Governing Law . This Plan shall be regulated, construed and administered under the laws of the State of Ohio, except when preempted by federal law.

Section 1.04 Gender and Number . For purposes of interpreting the provisions of this Plan, the masculine gender shall be deemed to include the feminine, the feminine gender shall be deemed to include the masculine, and the singular shall include the plural unless otherwise clearly required by the context.

Section 1.05 Status of Plan . This document is classified as a single “plan” for purposes of recordkeeping, the Code and the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Section 1.06 Application of Code Section 409A . It is intended that the compensation arrangements under the Plan be in full compliance with the requirements of Code Section 409A. The Plan shall be interpreted and administered in a manner to give effect to such intent. Notwithstanding the foregoing, the Company does not guarantee to the Participant or any Beneficiary any particular tax result with respect to any amounts deferred or any payments provided hereunder, including tax treatment under Code Section 409A.

Section 1.07 Benefit Freeze/Plan Termination . All Excess Retirement Benefits under the Plan were frozen as of December 31, 2007; provided, however, that earnings shall continue to be credited on all Sub-Accounts after such date, as specified in the Plan. The Plan shall automatically terminate when the Participant receives a final distribution of his Account.

ARTICLE II.

DEFINITIONS

Except as otherwise provided in this Plan, terms defined in the Savings Plan as they may be amended from time to time shall have the same meanings when used herein, unless a different meaning is clearly

required by the context of this Plan. In addition, the following words and phrases shall have the following respective meanings for purposes of this Plan.

Section 2.01 Account shall mean the record maintained in accordance with Section 3.05 by the Company as the sum of the Participant’s Excess Retirement Benefits hereunder.

Section 2.02 Beneficiary shall mean the person or persons designated by the Participant as his Beneficiary under this Plan, in accordance with the provisions of Article VII hereof.

Section 2.03 Benefits Committee shall mean the NACCO Industries, Inc. Benefits Committee.

Section 2.04 Change in Control shall mean the occurrence of an event described in Appendix A hereto.

Section 2.05 Company shall mean The North American Coal Corporation or any entity that succeeds The North American Coal Corporation by merger, reorganization or otherwise.

Section 2.06 Compensation shall have the same meaning as under the Savings Plan, except that Compensation shall be deemed to include (a) the amount of compensation deferred by the Participant under this Plan and (b) amounts in excess of the limitation imposed by Code Section 401(a)(17).

Section 2.07 Compensation Committee shall mean the Compensation Committee of the Board of Directors of the Company.

Section 2.08 Excess Retirement Benefit or Benefit shall mean a VAP Deferral Benefit, an Excess Profit Sharing Benefit, an Excess 401(k) Benefit or an Excess Matching Benefit (all as described in Article III) that is payable to or with respect to a Participant under this Plan.

Section 2.09 Key Employee . The Participant shall be classified as a Key Employee for purposes of Code Section 409A as long as the stock of NACCO (or a related entity) is publically traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

Section 2.10 NACCO shall mean NACCO Industries, Inc.

Section 2.11 Participant shall mean Robert L. Benson.

Section 2.12 Plan shall mean The North American Coal Corporation Deferred Compensation Plan for Management Employees, as herein set forth or as duly amended.

Section 2.13 Plan Administrator shall mean the Administrative Committee appointed under the Savings Plan.

Section 2.14 Plan Year shall mean the calendar year.

Section 2.15 ROTCE shall mean the consolidated return on total capital employed of NACCO as determined by NACCO for a particular Plan Year.

by the Compensation Committee within the first 90 days of each Plan Year and is based on ROTCE for such Plan Year.

Section 2.17 Savings Plan shall mean The North American Coal Corporation Retirement Savings Plan (or any successor plan).

Section 2.18 Termination of Employment shall mean, with respect to the Participant’s relationship with the Company and the Controlled Group Members, a separation from service as defined under Code Section 409A (and the regulations and other guidance issued thereunder).

Section 2.19 Valuation Date shall mean the last business day of each Plan Year and/or any other date chosen by the Plan Administrator.

ARTICLE III.

EXCESS RETIREMENT BENEFITS - CALCULATION OF AMOUNT

Section 3.01 Basic and Additional Excess 401(k) Benefits .

(a)

Amount of Excess 401(k) Benefits . On or prior to each December 31 ^st , by completing an approved deferral election form, the Participant was able to direct the Company to reduce his Compensation for the next Plan Year by an amount equal to the difference between (i) a specified percentage, in 1% increments, with a maximum of 25%, of his Compensation for the Plan Year, and (ii) the maximum Before-Tax Contributions actually permitted to be contributed for him to the Profit Sharing Plan for such Plan Year by reason of the application of the limitations under Code Sections 402(g), 401(a)(17), 401(k)(3)and 415. All amounts deferred under this Section shall be referred to herein collectively as the “Excess 401(k) Benefits.” The last Excess 401(k) Benefits credited to the Excess 401(k) Sub-Account shall be for the 2007 Plan Year.


(b)	Classification of Excess 401(k) Benefits . The Excess 401(k) Benefits for a particular Plan Year were calculated per pay period and were further divided into the “Basic Excess 401(k) Benefits” and the “Additional Excess 401(k) Benefits” as follows:


(i)	The Basic Excess 401(k) Benefits were determined by multiplying each Excess 401(k) Benefit by a fraction, the numerator of which is the lesser of the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year or 7% and the denominator of which is the percentage of Compensation elected to be deferred; and


(ii)	The Additional Excess 401(k) Benefits (if any) were determined by multiplying such Excess 401(k) Benefit by a fraction, the numerator of which is the excess (if any) of (1) the percentage of Compensation elected to be deferred in the deferral election form for such Plan Year over (2) 7%, and the denominator of which is the percentage of Compensation elected to be deferred.


(iii)	The Basic Excess 401(k) Benefits were credited to the Basic Excess 401(k) Sub-Account under this Plan and the Additional Excess 401(k) Benefits were credited to the Additional Excess 401(k) Sub-Account hereunder. The Basic and Additional Excess 401(k) Sub-Accounts shall be referred to collectively as the “Excess 401(k) Sub-Account.”

Section 3.02 Excess Matching Benefits . The Participant was credited an amount to his Excess Matching Sub-Account equal to the Matching Contributions attributable to his Basic Excess 401(k) Benefits that he was prevented from receiving under the Savings Plan because of the limitations imposed under Code Sections 402(g), 401(a)(17), 401(k)(3), 401(m) and 415 or as a result of his deferral of Compensation

under this Plan (the “Excess Matching Benefits”). The last Excess Matching Benefits credited to the Excess Matching Sub-Account were those credited for the 2007 Plan Year.

Section 3.03 VAP Deferral Benefits . The Account of the Participant contains an amount that was allocated to a VAP Deferral Sub-Account (the “VAP Deferral Benefits”) hereunder prior to December 31, 2004.

Section 3.04 Excess Profit Sharing Benefits . The Company credited to a Sub-Account (the “Excess Profit Sharing Sub-Account”) established for the Participant an amount equal to the excess, if any, of (i) the amount of the Company’s Profit Sharing Contribution that would have been made to the Savings Plan on behalf of the Participant for a Plan Year if (1) such Plan did not contain the limitations imposed under Code Sections 401(a)(17) and 415 and (2) the term “Compensation” (as defined in Section 2.06 hereof) were used for purposes of determining the amount of Profit Sharing Contributions under the Savings Plan, over (ii) the amount of the Company’s Profit Sharing Contribution that was actually made to the Savings Plan on behalf of the Participant for such Plan Year (the “Excess Profit Sharing Benefits”). The last Excess Profit Sharing Benefits credited to the Excess Profit Sharing Sub-Account were for the 2007 Plan Year.

Section 3.05 Participants’ Accounts . The Company shall establish and maintain on its books an Account for the Participant which shall contain the following entries:


(a)	Credits to a Basic or Additional Excess 401(k) Sub-Account (as applicable) for the Excess 401(k) Benefits described in Section 3.01, which were credited to the Sub-Account when the Participant was prevented from making a Before-Tax Contribution under the Savings Plan;


(b)	Credits to a Basic Excess Matching Sub-Account for the Basic Excess Matching Benefits described in Section 3.02, which were credited to the Sub-Account when the Participant was prevented from receiving Matching Contributions under the Savings Plan;


(c)	Credits to a VAP Deferral Sub-Account for the VAP Deferral Benefits described in Section 3.03, which were credited to the Sub-Account at the time such Benefits were deferred under this Plan;


(d)	Credits to an Excess Profit Sharing Sub-Account for the Excess Profit Sharing Benefits described in Section 3.04, which were credited to the Sub-Account at the time the Profit Sharing Contributions were otherwise credited to the Participant’s accounts under the Savings Plan;


(e)	Credits to all Sub-Accounts for the earnings described in Article IV, which shall continue until such Sub-Accounts have been distributed to the Participant or his Beneficiary and for the uplift described in Article VI; and


(f)	Debits for any distributions made from the Sub-Accounts.

ARTICLE IV.

EARNINGS

Section 4.01 Earnings.

(a.)

Except as otherwise described in the Plan, for periods on and after January 1, 2014, at the end of each calendar month during a Plan Year, all Sub-Accounts of the Participant shall be credited with an amount determined by multiplying the Participant’s average Sub-Account balance during such month by 2%. Notwithstanding the foregoing, in the event that the ROTCE Table Rate determined for such Plan Year exceeds the rate credited under the preceding sentence to the Excess Profit Sharing Sub-Account, Basic Excess 401(k) Sub-Account and Basic Excess Matching Sub-Account, such Sub-Accounts shall retroactively be credited with the excess (if any) of (a) the amount determined under the preceding sentence over (b) the amount determined by multiplying the Participant's average Sub-Account balance during each month of such Plan Year by the ROTCE Table Rate determined for such Plan Year, compounded monthly. In the event of the

Participant’s Termination of Employment during a Plan Year, the ROTCE Table Rate calculation shall be made as of the last day of the month immediately preceding the date of the Participant’s Termination of Employment during a Plan Year and shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date the Participant incurred a Termination of Employment, as calculated by the Compensation Committee, in its sole discretion. For any subsequent month following such Termination, such ROTCE Table Rate calculation shall not apply.


(b.)	Notwithstanding anything in the Plan to the contrary, any interest credited to the Participant’s Account with respect to 2013 or prior Plan Years will be provided under the terms and conditions of the Plan as it existed on December 31, 2013.

Section 4.02 Changes in/Limitations on Earnings Assumptions .


(a.)	The Compensation Committee may change (but not suspend) the earnings rate credited on Accounts under the Plan at any time.


(b.)	Notwithstanding any provision of the Plan to the contrary, in no event will earnings on Accounts for a Plan Year be credited at a rate which exceeds 14%.

ARTICLE V.

VESTING

Section 5.01 Vesting. The Participant shall always be 100% vested in the amounts credited to his Account hereunder.

ARTICLE VI.

TIME AND FORM OF PAYMENT TO PARTICIPANTS

Section 6.01 Time and Form of Payment.

(a)

Except as otherwise described in Section 6.01(b) or Section 6.02(c), the amounts allocated to the Account of the Participant shall be paid under the following rules: (i) his Account balance as of December 31, 2007 (after adjustment for the Excess Profit Sharing Benefits and ROTCE earnings for 2007) shall automatically be paid in the form of a single lump sum payment on the date of his Termination of Employment and (ii) the earnings that are credited to his Account each Plan Year commencing on or after January 1, 2008, increased by 15%, shall automatically be paid in the form of annual lump sum payments during the period from January 1 ^st through March 15 ^th of the immediately following Plan Year. Notwithstanding the foregoing, during the Plan Year in which the Participant receives payment of his frozen Account balance, the Participant shall also receive payment of the pro-rata earnings and the corresponding 15% uplift for such Plan Year at the same time he receives payment of such Account balance.

(b)

Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control, all amounts allocated to the Account of the Participant shall be paid in the form of a lump sum payment during the period that is thirty days prior to, or within two (2) business days after, the date of the Change in Control, as determined by the Compensation Committee. Notwithstanding anything in the Plan to the contrary, the earnings credited to the Participant’s Account for the year in which a Change in Control occurs shall be calculated as of the last day of the month prior to the date of the Change in Control. When making such calculation, the ROTCE Table Rate calculation for the year in which a Change in Control occurs shall be based on the year-to-date ROTCE Table Rate for the month ending prior to the date of the Change in Control, as determined by the Compensation Committee in its sole discretion.

Section 6.02 Other Payment Rules and Restrictions .

(a)

Payments Violating Applicable Law. Notwithstanding any provision of the Plan to the contrary, the payment of all or any portion of the amounts payable hereunder will be deferred to the extent that the Company reasonably anticipates that the making of such payment would violate Federal securities laws or other applicable law (provided that the making of a payment that would cause income taxes or penalties under the Code shall not be treated as a violation of applicable law). The deferred amount shall become payable at the earliest date at which the Company reasonably anticipates that making the payment will not cause such violation.

(b)

Delayed Payments due to Solvency Issues . Notwithstanding any provision of the Plan to the contrary, the Company shall not be required to make any payment hereunder to the Participant or any Beneficiary if the making of the payment would jeopardize the ability of the Company to continue as a going concern; provided that any missed payment is made during the first calendar year in which the funds of the Company are sufficient to make the payment without jeopardizing the going concern status of the Company.

(c)

Key Employees . Notwithstanding any provision of the Plan to the contrary, distributions to Key Employees made on account of a Termination of Employment may not be made before the 1 ^st day of the 7 ^th month following such Termination of Employment (or, if earlier, the date of death) except for payments made on account of (i) a QDRO (as specified in Section 8.05) or (ii) a conflict of interest or the payment of FICA taxes (as specified in Subsection (e) below). Any Benefits that are otherwise payable to the Key Employee during the 6-month period following his Termination of Employment shall be accumulated and paid in a lump sum make-up payment within 10 days following the 1 ^st day of the 7 ^th month following Termination of Employment.


(d)	Time of Payment/Processing . Except as described in Section 6.01(b) or Section 6.02(c), all payments under the Plan shall be made on, or within 90 days of, the specified payment date.

(e)

Acceleration of Payments . Notwithstanding any provision of the Plan to the contrary, to the extent permitted under Code Section 409A and the Treasury Regulations issued thereunder, payments of Sub-Accounts hereunder may be accelerated (i) to the extent necessary to comply with federal, state, local or foreign ethics or conflicts of interest laws or agreements or (ii) to the extent necessary to pay the FICA taxes imposed on Benefits hereunder under Code Section 3101, and the income withholding taxes related thereto. Payments may also be accelerated if the Plan (or a portion thereof) fails to satisfy the requirements of Code Section 409A; provided that the amount of such payment may not exceed the amount required to be included as income as a result of the failure to comply with Code Section 409A.


(f)	Withholding/Taxes . To the extent required by applicable law, the Company shall withhold from the Excess Retirement Benefits hereunder any income, employment or other taxes required to be withheld there from by any government or government agency.

Section 6.03 Additional Payments .

(a)

At the time described in clause (b) of this Section 6.03, the Company shall pay to the Participant (i) an amount equal to the positive difference, if any, of I minus II (the “Income Tax Payment”), plus (ii) an additional amount such that, after payment by the Participant of all applicable federal, state and local income taxes and employment (e.g., FICA) taxes on the Income Tax Payment, the Participant will retain an amount equal to the Income Tax Payment (the “Gross-Up Payment”). For purposes of this Section 6.03:


I =	The Participant’s federal, state and local income tax and employment ( e.g. , FICA) tax liability with respect to the payment of the amounts described in Section 6.01(a)(i) (his “Frozen Account Balance”); and


II =	The amount of federal, state and local income tax employment ( e.g. , FICA) tax liability the Participant would have incurred with respect to the payment of the

Participant’s Frozen Account Balance if the Frozen Account Balance had been paid to the Participant during the 2008 Plan Year.

For purposes of calculating the amounts described in I and II above and determining the Gross-Up Payment, the Participant will be considered to pay (1) federal income taxes at the highest rate in effect in the applicable year and (2) state and local income taxes at the highest rate in effect in the state or locality in which the applicable payment would be subject to state or local tax, net of the maximum reduction in federal income tax that could be obtained from deduction of such state and local taxes. All determinations required to be made under this Section 6.03 shall be made by the Company, after receiving applicable information from the Participant.


(b)	The payment described in paragraph (a) of this Section 6.03 shall be made at the same time as the payment described in Section 6.01(a)(i).

ARTICLE VII.

BENEFICIARIES

Section 7.01 Beneficiary Designations . A designation of a Beneficiary hereunder may be made only by an instrument (in form acceptable to the Plan Administrator) signed by the Participant and filed with and received by the Plan Administrator prior to the Participant’s death. Separate Beneficiary designations may be made for (i) the Excess 401(k) and Matching Benefits, (ii) the VAP Deferral Benefits and (iii) the Excess Profit Sharing Benefits. In the absence of such a designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of the Participant for his Excess Retirement Benefits shall be the estate of the last to die of the Participant and his Beneficiaries. If two or more persons designated as the Participant’s Beneficiary are in existence with respect to a single Sub-Account, the amount of any payment to the Beneficiary under this Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation. Any change in Beneficiary shall be made by giving written notice thereof to the Plan Administrator and any change shall be effective only if received by the Plan Administrator prior to the death of the Participant.

Section 7.02 Distributions to Beneficiaries . The Excess Retirement Benefit payable to the Participant’s Beneficiary under this Plan shall be equal to the balance in the applicable Sub-Account on the date of the distribution of the Account to the Beneficiary. Excess Retirement Benefits payable to a Beneficiary shall be paid in the form of a lump sum payment on the date such Benefits would otherwise be paid to the Participant under Article VI.

ARTICLE VIII.

MISCELLANEOUS

Section 8.01 Liability of the Company . Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship between the Company and the Participant, any Beneficiary or any other person.

Section 8.02 Limitation on Rights of Participants and Beneficiaries ‑ No Lien . The Plan is designed to be an unfunded, nonqualified plan. Nothing contained herein shall be deemed to create a trust or lien in favor of the Participant or any Beneficiary on any assets of the Company. The Company shall have no obligation to purchase any assets that do not remain subject to the claims of the creditors of the Company for use in connection with the Plan. No Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of the Company prior to the time that such assets are paid to the Participant or Beneficiary as provided herein. The Participant and each Beneficiary shall have the status of a general unsecured creditor of the Company.

Section 8.03 No Guarantee of Employment . Nothing in this Plan shall be construed as guaranteeing future employment the Participant. The Participant continues to be an Employee of the Company solely at the will of the Company subject to discharge at any time, with or without cause.

Section 8.04 Payment to Guardian . If a Benefit payable hereunder is payable to a minor, to a person declared incompetent or to a person incapable of handling the disposition of his property, the Plan Administrator may direct payment of such Benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Benefit. Such distribution shall completely discharge the Company from all liability with respect to such Benefit.

Section 8.05 Anti-Assignment/Early Payment in the Event of a QDRO .


(a)	Subject to Subsection (b), no right or interest under this Plan of the Participant or any Beneficiary shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner be liable for or subject to the debts or liabilities of the Participant or Beneficiary.


(b)	Notwithstanding the foregoing, the Plan Administrator shall honor a qualified domestic relations order (“QDRO”) from a state domestic relations court which requires the payment of all or a part of the Participant’s or any Beneficiary’s Account under this Plan to an “alternate payee” as defined in Code Section 414(p).

Section 8.06 Severability . If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other circumstances or persons shall not be affected thereby.

Section 8.07 Effect on other Benefits . Benefits payable to or with respect to a Participant under the Savings Plan or any other Company-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this Plan.

ARTICLE IX.

ADMINISTRATION OF PLAN

Section 9.01 Administration . The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have the discretion to interpret where necessary all provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Participants, or other persons, to resolve questions (including factual questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan Administrator is hereby granted the authority (i) to determine whether a person is a Participant, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount and duration of such Benefits. The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to the provisions of Sections 9.03 and 9.04 hereof. The Plan Administrator may delegate any of its administrative duties, including, without limitation, duties with

respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a named administrator or administrators. Pursuant to this delegation power, the Company has appointed the Administrative Committee under the Savings Plan (as it exists from time to time) as the Plan Administrator of this Plan.

Section 9.02 Regulations . The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or interpretation shall be contrary to the provisions of the Plan. The rules, regulations and interpretations made by the Plan Administrator shall, subject to the provisions of Sections 9.03 and 9.04 hereof, be final and binding on all persons.

Section 9.03 Claims and Appeals Procedures .

(a.)

The Plan Administrator shall determine the rights of any person to any Excess Retirement Benefits hereunder. Any person who believes that he has not received the Excess Retirement Benefits to which he is entitled under the Plan must file a claim in writing with the Plan Administrator specifying the basis for his claim and the facts upon which he relies in making such a claim. Such a claim must be signed by the claimant or his duly authorized representative (the “Claimant”).

(b.)

Whenever the Plan Administrator denies (in whole or in part) a claim for benefits under the Plan, the Plan Administrator shall transmit a written notice of such decision to the Claimant, no later than 90 days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension of time is given to the claimant within the first 90 day period). Such notice shall be written in a manner calculated to be understood by the Claimant and shall state (i) the specific reasons for the denial; (ii) specific reference to pertinent Plan provisions on which the denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the Plan’s claim review procedure. and the time limits applicable thereto (including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

(c.)

Within 60 days after receipt of denial of a claim, the Claimant must file with the Plan Administrator a written request for a review of such claim. If such an appeal is not filed within such 60-day period, the Claimant shall be deemed to have acquiesced in the original decision of the Plan Administrator on his claim. If such an appeal is so filed within such 60 day period, a named fiduciary designated by the Plan Administrator shall conduct a full and fair review of such claim. During such review, the Claimant shall be given the opportunity to review documents that are pertinent to his claim and to submit issues and comments in writing. For this purpose, the named fiduciary shall have the same power to interpret the Plan and make findings of fact thereunder as is given to the Plan Administrator under Section 9.01 above. The named fiduciary shall mail or deliver to the Claimant a written decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension shall be given to the Claimant prior to the commencement of such extension). Such decision (i) shall be written in a manner calculated to be understood by the Claimant, (ii) shall state the specific reasons for the decision and the specific Plan provisions on which the decision was based and (iii) shall, to the extent permitted by applicable law, be final and binding on all interested persons. In addition, the notice of adverse determination shall also include statements that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records and other information relevant to the Claimant’s claim for benefits and a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA.

Section 9.04 Revocability of Action/Recovery . Any action taken by the Plan Administrator, the Compensation Committee or the Company with respect to the rights or benefits under the Plan of any person shall be revocable as to payments not yet made to such person. In addition, the acceptance of any Excess Retirement Benefits under the Plan constitutes acceptance of and agreement to the Plan Administrator’s, the Compensation Committee’s or the Company’s making any appropriate adjustments in future payments to the payee (or to recover from such person) any excess payment or underpayment previously made to him.

Section 9.05 Amendment . The Company (with the approval or ratification of the Compensation Committee) may at any time authorize the amendment of any or all of the provisions of this Plan, except that without the prior written consent of the Participant no such amendment (a) may reduce the amount of the Participant’s Excess Retirement Benefit as of the date of such amendment; (b) may suspend the crediting of earnings on the balance of the Participant’s Account, until the entire balance of such Account has been distributed or (c) may alter the time of payment provisions described in Article VI hereof, except for amendments that are required to bring such provisions into compliance with the requirements of Code Section 409A or that accelerate the time of payment in a manner permitted by Code Section 409A. Any amendment shall be in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee. Subject to the foregoing provisions of this Section, such amendment shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution.

Section 9.06 Termination .

(a)

Subject to the limitations described in Section 9.05, the Compensation Committee, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever. Any such termination shall be expressed in the form of a written instrument executed by an officer of the Company on the order of the Compensation Committee. Subject to the foregoing provisions of this Subsection, such termination shall become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice of any termination shall be given to the Participant at a time determined by the Plan Administrator.

(b)

Notwithstanding anything in the Plan to the contrary, to the extent permitted under Code Section 409A, in the event of a termination of the Plan (or a portion thereof), the Company, in its sole and absolute discretion (but with the consent of the Compensation Committee), shall have the right to change the time and form of distribution of the Participant’s Excess Retirement Benefits, including requiring that all amounts credited to the Participant’s Accounts hereunder be immediately distributed in the form of a lump sum payment.

Executed, this 10 ^th day of February , 2014.

THE NORTH AMERICAN COAL CORPORATION



	By:	/s/ J.C. Butler, Jr.
		J.C. Butler, Jr.
		Senior Vice President Project Development and Administration

Appendix A. Change in Control.

Change in Control . The term “Change in Control” shall mean the occurrence of any of the events listed in I or II, below ; provided that such occurrence occurs on or after January 1, 2014 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto) with respect to a Participant :

I. i.

ii.

The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which (such a Business Combination, an “Excluded Business Combination”) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).

(A) directly from NACCO that is approved by a majority of the Incumbent Directors (as defined below); or

(B) by any Person pursuant to an Excluded NACCO Business Combination (as defined below);

less of the combined voting power of the Outstanding Voting Securities of NACCO, then no Change in Control shall have occurred as a result of such Person’s acquisition; or


ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

III . Definitions. The following terms as used herein shall be defined as follow:

3. “ Related Company ” means The North American Coal Corporation and its successors (“NA Coal”), any direct or indirect subsidiary of NA Coal and any entity that directly or indirectly controls NA Coal.