SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 31, 2009
THE TIMKEN COMPANY
 
(Exact Name of Registrant as Specified in its Charter)
Ohio
 
(State or Other Jurisdiction of Incorporation)
     
1-1169   34-0577130
     
(Commission File Number)   (I.R.S. Employer Identification No.)
1835 Dueber Avenue, S.W., Canton, Ohio 44706-2798
 
(Address of Principal Executive Offices) (Zip Code)
(330) 438-3000
 
(Registrant’s Telephone Number, Including Area Code)
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.
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      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.
(e)
Amendment to Excess Benefit Agreement
     On August 31, 2009, The Timken Company (the “Company”) and certain members of management, including the Company’s principal financial officer, entered into amendments to their Excess Benefit Agreements. The amendments to the Excess Benefit Agreements provide each such officer with up to two additional years of continuous service for purposes of calculating the officer’s non-qualified benefit in the event the member is involuntarily terminated without cause. This summary of the amendment to the Excess Benefit Agreements described above is qualified in its entirety by reference to the form of such amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Amendment to Severance Agreement
     On August 31, 2009, the Company and certain members of management, including the named executive officers, entered into amendments to their Severance Agreements. The amendments to the Severance Agreements provide that, in the event of a sale of a facility or subsidiary of the Company or the ownership of the Company that is not a change in control under the terms of the Severance Agreements, the member is not entitled to the benefits provided under the Severance Agreement if an offer of employment has been made in connection with the sale. This summary of the amendment to the Severance Agreements described above is qualified in its entirety by reference to the form of such amendment attached hereto as Exhibit 10.2 and incorporated herein by reference.
         
Exhibits.
       
 
  10.1    
Form of Amendment to Employee Excess Benefit Agreement
       
 
  10.2    
Form of Amendment to Severance Agreement

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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.
         
  THE TIMKEN COMPANY
  		 
  By:   /s/ William R. Burkhart    
    William R. Burkhart   
    Senior Vice President and General Counsel   
 
Date: September 2, 2009

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EXHIBIT INDEX
         
Exhibit    
Number   Description of Document
       
 
  10.1    
Form of Amendment to Employee Excess Benefit Agreement
       
 
  10.2    
Form of Amendment to Severance Agreement

 

Exhibit 10.1
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED EMPLOYEE EXCESS BENEFIT AGREEMENT
          _____________ (the “Employee”), and THE TIMKEN COMPANY (“Timken”), an Ohio corporation having its principal offices at Canton, Ohio hereby agree to amend the Amended and Restated Employee Excess Benefit Agreement, dated December 22, 2008 (the “Agreement”) between the Employee and Timken as set forth in this Amendment No. 1.
     1. Section 1(c) of the Agreement is hereby amended by inserting the following new sentences at the end of second paragraph of Section 1(c):
‘‘‘Continuous Service’ shall mean the Employee’s years of ‘Continuous Service’ as determined under the applicable Retirement Plans or Savings Plans as of the Employee’s Termination of Employment or, if earlier, death. Notwithstanding any provision to the contrary, for purposes of the ratio set forth in the first paragraph of this Section 1(c), if an Employee who has been an elected officer of Timken for five or more years but who has less than 10 years of Continuous Service experiences an involuntary Termination of Employment as a result of a layoff and such Termination of Employment is not for Cause (as defined in Section 2(b), below), the Employee will be credited, as of Employee’s Termination of Employment, with the lesser of (III) two additional years of Continuous Service or (IV) the number of years of Continuous Service necessary for the Employee’s total years of Continuous Service to equal 10.”
     EXECUTED this 31 st day of August, 2009.
         
 
      THE TIMKEN COMPANY
 
       
 
       
 
       
 
       
[Employee]
      William R. Burkhart
Senior Vice President & General Counsel

 

Exhibit 10.2
AMENDMENT NO. 1 TO
THE TIMKEN COMPANY SEVERANCE AGREEMENT
          This Amendment No. 1 is effective as of August 3, 2009, by and between The Timken Company, an Ohio corporation (the “Company”), and                      (“Employee”) and hereby amends the Severance Agreement dated                      by and between the Company and Employee (the “Agreement”).
Words and phrases used herein with initial capital letters that are defined in the Agreement are used herein as so defined.
I.
          Section 1 of the Agreement is hereby amended by inserting a new subsection 1.16a as follows:
“1.16a Sale Termination : The term “Sale Termination” shall mean a Termination of Employment with the Company or a Subsidiary of the Company in connection with:
     (a) a sale by the Company or a Subsidiary of the Company of a plant or other facility or property or assets; or
     (b) a sale of the ownership of the Company or a Subsidiary of the Company,
when the acquiror in such sale described in subsection (a) or (b) or its affiliate makes an offer of employment to the Employee in connection with such sale. Notwithstanding the foregoing, a Termination of Employment shall not be a Sale Termination if such Termination of Employment occurs during the Limited Period or during the 90 days prior to a Change in Control under the circumstances described in Section 4.1(a).”
II.
          Section 4.1(b) of the Agreement is hereby amended in its entirety to read as follows:
“(b) If the Employee experiences a Termination of Employment because the Company has terminated the Employee’s employment, the Company shall pay as severance compensation to the Employee a lump sum cash payment in the amount of the Severance Amount unless the Termination of Employment occurs:
     (i) during the Limited Period, or
     (ii) pursuant to a Company Termination Event, or

 

 

     (iii) for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in the performance of the Employee’s duties, or
     (iv) pursuant to a Sale Termination.”
III.
          The second sentence of Section 4.2 of the Agreement is hereby amended by deleting the phrase “If the Employee experiences a Termination of Employment because his employment is terminated by the Company other than for Cause,” and replacing it with the phrase “If the Employee experiences a Termination of Employment because his employment is terminated by the Company other than for Cause and other than pursuant to a Sale Termination,”.
IV.
          The first sentence of Section 4.6(b) of the Agreement is hereby amended by deleting the phrase “If the Company terminates the Employee’s employment other than during the Limited Period and other than (i) pursuant to a Company Termination Event or (ii) for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in the performance of the Employee’s duties,” and replacing it with the phrase “If the Company terminates the Employee’s employment other than during the Limited Period and other than (i) pursuant to a Company Termination Event; (ii) for reasons of (A) criminal activity or (B) willful misconduct or gross negligence in the performance of the Employee’s duties; or (iii) pursuant to a Sale Termination,”.
     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Agreement on this 31 st day of August, 2009.
             
 
  By:        
 
     
 
[Employee] 		   
 
           
 
      THE TIMKEN COMPANY    
 
           
 
     
 
William R. Burkhart 		   
 
      Senior Vice President & General Counsel    

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