CONSULTING AGREEMENT

Exhibit 10.1

CONSULTING AGREEMENT

          This CONSULTING AGREEMENT (“ Agreement ”) is entered into on February 10, 2009 (the “ Effective Date ”) and is entered into between NACCO Industries, Inc. (the “ Company ”) and Michael J. Morecroft (“ Morecroft ”).

WITNESSETH:

     WHEREAS, Morecroft , is the President and Chief Executive Officer of Hamilton Beach Brands, Inc. (“HBB”), a subsidiary of the Company; and

     WHEREAS, Morecroft has experience in leadership and financial skills and specialized expertise and knowledge regarding the housewares industry; and

     WHEREAS, since June 30, 2008, the Company has retained Morecroft to perform consulting services with respect to management, financial and other matters relating to the Company and all of its business units, and particularly with respect to the potential synergies from more closely associating HBB and The Kitchen Collection, Inc. (“KCI”), another subsidiary of the Company.

          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto memorialize their understanding and agree as follows:

     1.  Consulting Services .

     (a) Capacity . Since June 30, 2008, the Company has retained Morecroft as a consultant to the Company and KCI. Morecroft hereby accepts such position upon the terms and conditions set forth herein and shall perform such consulting services as may be assigned by the Chairman, President and Chief Executive Officer of the Company (the “Authorized Individual”). The consulting services will be project based and mutually agreed upon by the Authorized Individual and Morecroft.

     (b) Scope and Performance of Work. Morecroft shall perform the services in a reasonably timely manner (on such schedule as reasonably determined by Morecroft) and shall use continuing best efforts to achieve the goals or objectives of the particular project. Morecroft may perform the services on site or, if appropriate, from another location. When necessary, Morecroft may use the Company’s, HBB’s or KCI’s in-house personnel or resources to assist in the performance of services.

     (c) Schedule/Hours . Morecroft shall have the sole discretion to determine the work schedule and the manner in which the consulting services will be performed.

     2.  Term . This Agreement shall be effective on the Effective Date and shall continue in effect until the earliest of (a) December 31, 2009; (b) the termination of Dr. Morecroft’s employment from HBB for any reason or (c) the termination of this Agreement by either party upon five days prior written notice to the other party.

     3.  Compensation .

     (a) Consulting Fees

     (i) For consulting services rendered under the Agreement during 2008, the Company shall pay Morecroft a consulting fee of $665,000. Such amount shall be paid to Morecroft in the form of a single lump sum payment during the period from January 1 ^st through March 15 ^th of 2009.

     (ii) For consulting services rendered under the Agreement during 2009, the Company shall pay Morecroft a consulting fee of $880,000 reduced by the sum (if any) of (A) any short-term incentive compensation payment or similar bonus from HBB paid to Morecroft for the 2009 calendar year and (B) any qualified or nonqualified profit sharing benefits paid to Morecroft for the 2009 calendar year; provided, however, in the event that the Agreement terminates prior to December 31, 2009, the consulting fees for 2009 shall be pro-rated for the number of days during 2009 during which the Agreement was in effect. The amount payable to Morecroft under this Section 3(a)(ii) shall be paid in the form of a single lump sum payment during the period from January 1 ^st through March 15 ^th of 2010.

     (b)  No Funding . The Company shall pay the consulting fee from current operating funds. No property of the Company is or shall be, by reason of this Agreement, held in trust for Morecroft, nor shall Morecroft have any interest in, or any lien or prior claim on, any property of the Company by reason of this Agreement or the Company’s obligation to make a payment hereunder.

     4.  Independent Contractor/Taxes .

     (a) While this Agreement is in effect, Morecroft will at all times be and remain an independent contractor of the Company (while retaining his status as a common law employee of Hamilton Beach Brands, Inc.). Morecroft will be free to exercise his judgment as to the manner and method of providing the consulting services to the Company, subject to applicable laws and requirements reasonably imposed by the Company. For purposes of the amounts paid under this Agreement, Morecroft will NOT be treated as an employee of the Company for purposes of federal, state or local income tax withholding and unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Workers’ Compensation law of any state or country. Morecroft acknowledges and agrees that, as an independent contractor, he will be required to pay any applicable taxes on the fees paid by the Company and the Company shall not withhold any taxes on such fees or be responsible for the payment thereof.

     (b) The parties intend that any payment provided under this Agreement shall be exempt from, or shall be paid or provided in compliance with, Code Section 409A and the Treasury Regulations thereunder such that there shall be no adverse tax consequences, interest or penalties as a result of the payments, and the parties shall administer and interpret the Agreement in accordance with Code Section 409A and the Treasury Regulations thereunder. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to guarantee any particular tax result for Morecroft with respect to any payment provided to Morecroft hereunder and Morecroft shall be responsible for any taxes imposed on Morecroft with respect to any such payment.

     5.  Restrictions .