Hyster-Yale Materials Handling Inc. Director Fee Policy
This policy outlines the compensation for non-employee directors of Hyster-Yale Materials Handling, Inc. and its subsidiaries. Directors receive an annual retainer, part in cash and part in restricted stock, with additional fees for committee chairmanships and meeting attendance. The policy excludes full-time employees and directors with separate fee agreements. Payments are made quarterly and are contingent on the occurrence of the Spin-Off Date as defined in a prior agreement. The policy also specifies different compensation for directors of NACCO Materials Handling Group, Inc. who are not Hyster-Yale directors.
Exhibit 10.70
HYSTER-YALE MATERIALS HANDLING INC. AND SUBSIDIARIES
Director Fee Policy
This Director fee policy shall apply to each Director of Hyster-Yale Materials Handling, Inc. (Hyster-Yale) or one of its subsidiaries, other than (i) Directors who are full-time employees of Hyster-Yale or one of its subsidiaries or (ii) Directors who have entered into separate written fee agreements authorized by the Board of Directors and executed by an authorized officer of Hyster-Yale or one of its subsidiaries.
Each Director of Hyster-Yale will receive an annual retainer of $125,000, payable quarterly in arrears. Each quarterly payment shall consist of $14,000 in cash and $17,250 worth of Hyster-Yale Class A Common Stock, transfer of which is restricted pursuant to the terms of the Hyster-Yale Non-Employee Directors’ Equity Compensation Plan.
Each Director of NACCO Materials Handling Group, Inc. who is not a Director of Hyster-Yale will receive an annual retainer of $20,000, payable in cash quarterly in arrears in installments of $5,000.
Each Chairman of a Committee of the Hyster-Yale Board of Directors will receive an additional annual Committee Chairman’s fee of $5,000, payable in cash quarterly in arrears in installments of $1,250; provided, however, that the Chairman of the Audit Review Committee will receive an annual Committee Chairman’s fee of $10,000, payable in cash quarterly in arrears in installments of $2,500. 100% of all fees paid for service as Chairman of a Committee is attributable to services for NACCO Materials Handling Group, Inc. and its subsidiaries.
Each member of a Committee (other than the Executive Committee) of the Hyster-Yale Board of Directors, including Committee Chairmen, will receive an additional annual Committee member’s fee of $5,000 for each Committee on which such Director serves, payable in cash quarterly in arrears in installments of $1,250. 100% of all fees paid for service as a member of a Committee is attributable to services for NACCO Materials Handling Group, Inc. and its subsidiaries.
Each Director of Hyster-Yale or a Hyster-Yale subsidiary will be paid a meeting fee of (a) $1,000 for each Hyster-Yale or subsidiary Board meeting attended, provided that no Director shall be paid for attendance at more than two Board meetings on any single day, and (b) $1,000 for each Committee meeting attended. In the case of either joint meeting or joint committee meetings, the fees associated with that meeting will be allocated among the companies that actually met.
This policy is effective as of, and contingent upon, the occurrence of the “Spin-Off Date” as such term is defined in the 2012 Spin Off Agreement between NACCO Industries, Inc. and Hyster-Yale Materials Handling, Inc.
