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)
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1-1169
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34-0577130 |
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(Commission File Number)
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(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
(Registrants 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 Companys 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 officers
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.
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Exhibits. |
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10.1 |
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Form of Amendment to Employee Excess Benefit Agreement |
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10.2 |
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Form of Amendment to Severance Agreement |
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