THE NACCO MATERIALS HANDLING GROUP, INC. LONG-TERM INCENTIVE COMPENSATION PLAN

Exhibit 10.14

NACCO MATERIALS HANDLING GROUP, INC.
LONG-TERM INCENTIVE COMPENSATION PLAN
FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 31, 2007
(As Amended and Restated as of December 1, 2007)

1.

Effective Date

     The general Effective Date of this amendment and restatement of the NACCO Materials Handling Group, Inc. Long-Term Incentive Compensation Plan (the “Plan”) is December 1, 2007.

2.

Purpose of the Plan

     For periods prior to January 1, 2008, the purpose of this Plan and the Prior Plan was to further the long-term profits and growth of NACCO Materials Handling Group, Inc. (the “Company”) by enabling the Company and its Subsidiaries (collectively, the “Employers”) to attract and retain key executive employees by offering long-term incentive compensation to those key executive employees who will be in a position to make significant contributions to such profits and growth. This incentive is in addition to annual compensation and is intended to reflect growth in the value of the Company’s stockholders’ equity. For all purposes other than the crediting of interest, the Plan shall be frozen effective December 31, 2007.

3.		Code Section 409A
		All Awards payable hereunder are subject to the provisions 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 and their affiliates do not guarantee to Participants or Beneficiaries any particular 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 Participant’s Awards under the Plan and the Prior Plan (plus interest thereon). The Account shall be further sub-divided into the Sub-Accounts as described in Sections 7 and 8.
	(b)		“Award” shall mean the award of Book Value Units that were granted to a Participant under this Plan and the Prior Plan for the pre-2007 Award Terms or the cash award granted to a Participant under this Plan for the 2007 Award Term.
	(c)		“Award Units” shall mean Book Value Units that were issued pursuant to this Plan and the Prior Plan and the Guidelines for the pre-2007 Award Terms.

	(d)		“Award Term” shall mean the period of one or more years on which an Award is based, as specified in the Guidelines. The last Award Term hereunder shall be the 2007 calendar year.
	(e)		“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 anytime when there is no existing Beneficiary hereunder, Participant’s Beneficiary shall be his surviving legal spouse or, if none, his estate.
	(f)		“Book Value” as to any Book Value Unit shall mean an amount determined by the Committee or, if no amount is set by the Committee, as of any date (i) the stockholders’ equity (as determined in accordance with generally accepted accounting principles, applied on a consistent basis) allocable to the Common Stock of the Company, as set forth on the consolidated balance sheet of the Company and its Subsidiaries as of the Quarter Date coincident with or immediately preceding such date, divided by (ii) the number of Notional Shares existing as of such Quarter Date; provided, however, that Book Value and/or the number of Notional Shares may be adjusted to such an extent as may be determined by the Committee to preserve the benefit of the arrangement for holders of Book Value Units and the Company, if in the opinion of the Committee, after consultation with the Company’s independent public accountants, changes in the Company’s accounting policies, acquisitions or other unusual or extraordinary items have materially affected the stockholders’ equity allocable to the Notional Shares.
	(g)		“Book Value Unit” or “Unit” shall mean a right previously granted under the Prior Plan or prior versions of the Plan for the pre-2007 Award Terms.
	(h)		“Change in Control.” The term “Change in Control” shall mean the occurrence of an event described in Appendix A hereto; provided that such occurrence occurs on or after January 1, 2008 and meets the requirements of Treasury Regulation Section 1.409A-3(i)(5) (or any successor or replacement thereto).
	(i)		“Code” shall mean the Internal Revenue Code of 1986, as amended.
	(j)		“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 this Plan in accordance with Section 5.

	(k)		“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
	(l)		“Fixed Income Fund” shall mean the Vanguard Retirement Savings Trust IV under the Company’s qualified 401(k) plan or any equivalent fixed income fund which is designated as the successor to such fund.
	(m)		“Grant Date” shall mean the effective date of an Award, which is the January 1 st following the end of the Award Term.
	(n)		“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 or the Prior Plan. To the extent that there is any inconsistency between the Guidelines and this restated Plan on matters other than the time and form payment of the Awards, the Guidelines shall control. If there is any inconsistency between the Guidelines and this restated Plan document regarding the time and form of payment of the Awards, this Plan document shall control.
	(o)		" Hay Salary Grade” shall mean the salary grade or points assigned to a Participant by the Company pursuant to the Hay Salary System, or any successor salary system subsequently adopted by the Company.
	(p)		“Key Employee.” Effective April 1, 2008, 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 under 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 calendar 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.
	(q)		“Maturity Date” shall mean the date established under Section 10(a) of the Plan.
	(r)		“Notional Shares” shall mean the number of assumed shares of Common Stock of the Company as determined by the Committee from time to time in order to implement the purposes of the Plan. The number of Notional Shares under the Plan (including the Plan as in effect prior to the Effective Date) shall equal 20 million shares.
	(s)		“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 the Prior Plan or a person who maintains an Account balance hereunder.
	(t)		“Prior Plan” shall mean the NACCO Materials Handling Group, Inc. Senior Executive Long-Term Incentive Compensation Plan, which was frozen effective January 1, 2006. The Prior Plan was merged into the Plan effective as of the close of business on November 30, 2007.
	(u)		“Quarter Date” shall mean the last business day of each calendar quarter. The final Quarter Date hereunder shall be December 31, 2007.
	(v)		“Retirement” or “Retire” shall mean the (i) termination of a U.S. Participant’s employment with the Employers after the Participant has reached age 60 and completed at least 15 years of service, or (ii) termination of a non-U.S. Participant’s employment with the Employers after the

			Participant has reached age 60 and completed at least 15 years of service or, if earlier, a termination that qualifies as a retirement under local practices and procedures and/or which qualifies the non-U.S. Participant for foreign retirement benefits.
	(w)		“ROTCE Table Rate” shall mean the interest rate determined under the annual ROTCE Table that is adopted and approved by the Committee within the first 90 days of each calendar year.
	(x)		“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.
	(y)		“Target Award” shall mean the dollar value of the Award to be paid to a Participant under the Plan assuming that the applicable performance targets are met.
	(z)		“Termination of Employment” shall mean, with respect to any Participant’s relationship with the Employers and their affiliates, a separation from service as defined in Code Section 409A (and the regulations and guidance issued thereunder).

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 Employers and all present and former Participants, all other employees of the Employers, 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.

6.

Eligibility

     For periods prior to January 1, 2008, any person who is classified by an Employer as a salaried employee of an Employer (including any Subsidiary acquired after adoption of this Plan) generally at a Hay

Salary Grade of 25 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 an Employer, may be eligible to participate in the Plan; provided, however, that leased employees (as defined in Code Section 414) shall not be eligible to participate in the Plan. A person shall become a Participant in the Plan when granted an Award hereunder. No new Participants shall be added to the Plan for periods after the 2007 Award Term.

7.

Accounts; Conversion of Outstanding Book Value Units to Sub-Account Balances.

     (a) 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 credits described in Sections 7(c) and 8(d) hereof. Such Account shall also reflect credits for the interest described in Section 10(b) and debits for any distributions therefrom.

     (b) Participants in this Plan and the Prior Plan previously received Awards with Grant Dates of 1/1/01, 1/1/03, 1/1/04, 1/1/05, 1/1/06 and 1/1/07. Those Awards were previously converted to Book Value Units in accordance with the terms of the Prior Plan or prior versions of the Plan. The outstanding Book Value Units shall be converted to cash values (denominated in U.S. dollars) in accordance with the following rules. The outstanding Book Value Units of Participants who incurred a Termination of Employment for reasons other than Retirement or Disability prior to December 31, 2007 (the “Frozen Participants”) shall be multiplied by the Book Value in effect on the Quarter Date preceding the date of their Termination of Employment to determine a cash value. The outstanding Book Value Units of all other Participants (the “Non-Frozen Participants”) shall be multiplied by the Book Value in effect on December 31, 2007 to determine a cash value.

     (c) As of December 31, 2007, the cash values determined under Subsection (b) above shall be credited to the Participants’ Accounts established under Subsection (a) above. Specifically, (i) the cash values determined from the Awards with a Grant Date of 1/1/01, 1/1/03, 1/1/04 and 1/1/05 shall be credited to the “Pre-2006 Sub-Account”, (ii) the cash values determined from the Awards with a Grant Date of 1/1/06 shall be credited to the “2006 Sub-Account” and (iii) the cash values determined from the Awards with a Grant Date of 1/1/07 shall be credited to the “2007 Sub-Account”.

8.

Granting of Awards for the 2007 Award Term

     The Committee may authorize the granting of Awards to Participants for the 2007 Award Term, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions:

(a)

Not later than the ninetieth day of the 2007 Award Term, the Committee approved (i) a Target Award to be granted to each Participant for such Award Term and (ii) a formula for determining

			the amount of each 2007 Award, which formula was based upon the Company’s return on total capital employed for the 2007 Award Term.
	(b)		Effective no later than April 30, 2008 , the Committee shall approve (i) a preliminary calculation of the amount of each Award based upon the application of the formula (as in effect at the calculation date) and actual performance to the Target Awards previously determined in accordance with Section 8(a); and (ii) a final calculation of the amount of each Award to be granted to each Participant for the 2007 Award Term (which Award shall have a Grant Date of 1/1/08).. The Committee shall have the power to increase or decrease the amount of any Award above or below the amount determined in accordance with the foregoing provisions; provided, however, no 2007 Award, including any Award equal to the Target Award, shall be payable under the Plan to any Participant except as determined by the Committee.
	(c)		Calculations of Target Awards for the 2007 Award Term shall initially be based on the Participant’s Hay Salary Gr