1 Exhibit 1.1 THE TIMKEN COMPANY Medium-Term Notes, Series A Due from 9 Months to 30 Years from Date of Issue DISTRIBUTION AGREEMENTTimken Co • February 9th, 1998 • Ball & roller bearings • New York
THE TIMKEN COMPANY Restricted Shares Agreement WHEREAS, _____________ ____________ ("Grantee") is an employee of The Timken Company (the "Company"); and WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the...Timken Co • May 14th, 2002 • Ball & roller bearings • Ohio
andIndenture • February 9th, 1998 • Timken Co • Ball & roller bearings • New York
Exhibit 1.1 THE TIMKEN COMPANY (an Ohio corporation) 11,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: February -, 2003 Table of Contents PURCHASE AGREEMENTPurchase Agreement • February 10th, 2003 • Timken Co • Ball & roller bearings • New York
RecitalsSeverance Agreement • March 27th, 1997 • Timken Co • Ball & roller bearings • Ohio
EXHIBIT 4 CREDIT AGREEMENTCredit Agreement • August 13th, 1998 • Timken Co • Ball & roller bearings • Ohio
1) Voluntarily quitting the service of the Company. (An unauthorized absence of seven (7) consecutive scheduled working days shall be considered a voluntary quit. Absence for military or naval service, other than temporary training programs of the...Timken Co • December 28th, 2000 • Ball & roller bearings
CREDIT AGREEMENT Dated as of December 31, 2002Credit Agreement • March 27th, 2003 • Timken Co • Ball & roller bearings • New York
EXHIBIT 10.1Nonqualified Stock Option Agreement • May 14th, 1998 • Timken Co • Ball & roller bearings • Ohio
THE TIMKEN COMPANY Deferred Shares Agreement WHEREAS, ________________("Grantee") is an employee of The Timken Company (the "Company"); and WHEREAS, the grant of deferred shares evidenced hereby was authorized by a resolution of the Compensation...Timken Co • August 6th, 2004 • Ball & roller bearings • Ohio
EXHIBIT 1.1 THE TIMKEN COMPANY (an Ohio corporation) 12,895,973 Shares of Common Stock PURCHASE AGREEMENT Dated: October 15, 2003 Table of Contents PURCHASE AGREEMENTPurchase Agreement • October 17th, 2003 • Timken Co • Ball & roller bearings • New York
AMENDMENT NO. 1 TO THE MPB EMPLOYEES' SAVINGS PLAN AND TRUSTTimken Co • November 20th, 1996 • Ball & roller bearings
1. PERIOD OF DEFERRAL Please defer payment or make payment of the first installment of amounts deferred under the Agreement as follows (check one): a. Defer until December 31 of the first succeeding year in which the deferred amount, or portion of...Deferred Compensation Agreement • November 13th, 1995 • Timken Co • Ball & roller bearings • Ohio
EXHIBIT 10.34 THE TIMKEN COMPANY Restricted Share Agreement for Nonemployee Directors [GRANTEE], Grantee: The Timken Company (the "Company") pursuant to its Long-Term Incentive Plan (as Amended and Restated as of February 6, 2004) (the "Plan") has...Timken Co • March 15th, 2005 • Ball & roller bearings
EXHIBIT 10.33 EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this "Agreement") is dated as of the 10th day of January, 2002, between The Timken Company, an Ohio corporation (the "Company"), and Glenn A. Eisenberg (the "Executive")....Executive Severance Agreement • March 27th, 2003 • Timken Co • Ball & roller bearings
EXHIBIT 4.1 LETTER AMENDMENTTimken Co • March 15th, 2005 • Ball & roller bearings • New York
EXHIBIT 10.5Timken Co • May 12th, 2000 • Ball & roller bearings • Ohio
RETIREMENT AGREEMENT THIS RETIREMENT AGREEMENT (this "Agreement'), is made and entered into as of June 30, 2002 by and between The Timken Company, an Ohio corporation (the "Company"), and Gene E. Little ("Executive").Retirement Agreement • August 13th, 2002 • Timken Co • Ball & roller bearings • Ohio
EXHIBIT 10 CONSULTING AGREEMENT ___________________________ This consulting agreement (hereinafter referred to as "Agreement") is entered into as of the 1st day of May, 2000, by and between Robert L. Leibensperger (hereinafter referred to as...Consulting Agreement • August 11th, 2000 • Timken Co • Ball & roller bearings • Ohio
THE TIMKEN COMPANY Restricted Shares Agreement WHEREAS, __________________ ("Grantee") is an employee of The Timken Company (the "Company"); and WHEREAS, the grant of restricted shares evidenced hereby was authorized by a resolution of the...Timken Co • August 6th, 2004 • Ball & roller bearings • Ohio
EXHIBIT 4.6 SECOND AMENDMENT AGREEMENT This SECOND AMENDMENT AGREEMENT (this "Amendment") is made as of the 7th day of February, 2003, by and among THE TIMKEN COMPANY, an Ohio corporation ("Borrower"), the financial institutions listed on Schedule 1...Second Amendment Agreement • March 27th, 2003 • Timken Co • Ball & roller bearings • Ohio
EXHIBIT 10.1 CONSULTING AGREEMENT ___________________________ This consulting agreement (hereinafter referred to as "Agreement") is entered into as of the 27th day of June, 2000, by and between John J. Schubach (hereinafter referred to as...Consulting Agreement • August 11th, 2000 • Timken Co • Ball & roller bearings • Ohio
EXHIBIT 4.4 FIRST AMENDMENT AGREEMENT This FIRST AMENDMENT AGREEMENT (this "Amendment") is made as of January 31, 2002, by and among THE TIMKEN COMPANY, an Ohio corporation ("Borrower"), the banking institutions named in Schedule 1 to the Credit...First Amendment Agreement • March 28th, 2002 • Timken Co • Ball & roller bearings
AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • February 18th, 2003 • Timken Co • Ball & roller bearings • New York
CONSULTING AGREEMENT ___________________________ This consulting agreement (hereinafter referred to as "Agreement") is entered into as of October 1, 2002, by and between e-Solutions.biz, LLC (Thomas W. Strouble, owner and principal) (hereinafter...Consulting Agreement • November 13th, 2002 • Timken Co • Ball & roller bearings • Ohio
AND TIMKEN UK LIMITED ANDTimken Co • May 16th, 2003 • Ball & roller bearings • England and Wales
a) U.S. government treasuries, (b) U.S. federal agency securities, (c) municipal bonds and notes, (d) bank investments including repurchase agreements, bankers' acceptances, certificates of deposit, and Eurodollar time deposits, (e) corporate...Fifth Amendment Agreement • November 13th, 1996 • Timken Co • Ball & roller bearings
EXHIBIT 10.30Restricted Shares Agreement • March 28th, 2002 • Timken Co • Ball & roller bearings • Ohio
THE TIMKEN COMPANY Performance Unit Agreement WHEREAS, ___________ ("Grantee") is an employee of The Timken Company (the "Company"); and WHEREAS, the grant of Performance Units, each with a cash value of $100.00, was authorized by a resolution of the...Timken Co • May 14th, 2002 • Ball & roller bearings • Ohio
SIXTH AMENDMENT AGREEMENT This Sixth Amendment Agreement is made as of the 31st day of August, 1997, by and among THE TIMKEN COMPANY, an Ohio corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION (successor by merger to Society National Bank), as...Sixth Amendment Agreement • November 13th, 1997 • Timken Co • Ball & roller bearings
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 31st, 2013 • Timken Co • Ball & roller bearings • Ohio
This Director Indemnification Agreement, dated as of ______________, 2013 (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is a director of the Company.
1996 DEFERRED COMPENSATION PLAN THE TIMKEN COMPANY ELECTION AGREEMENT I, _____________________________, hereby elect to participate in the 1996 Deferred Compensation Plan for The Timken Company (the "Plan") adopted with respect to the compensation...Timken Co • March 3rd, 2004 • Ball & roller bearings
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • July 31st, 2013 • Timken Co • Ball & roller bearings • Ohio
This Officer Indemnification Agreement, dated as of ______________, 2013 (this “Agreement”), is made by and between The Timken Company, an Ohio corporation (the “Company”), and _______________________ (“Indemnitee”), who is an officer of the Company.
THE TIMKEN COMPANY Nonqualified Stock Option Agreement for Nonemployee Directors WHEREAS, [NAME] (hereinafter called the "Optionee") is a Non employee Director (as defined in The Timken Company Long-Term Incentive Plan (the "Plan") (As Amended and...Timken Co • March 15th, 2005 • Ball & roller bearings • Ohio
THE TIMKEN COMPANY Underwriting AgreementTimken Co • September 10th, 2009 • Ball & roller bearings • New York
The Timken Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 6.000% Senior Notes due 2014 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”) dated as of February 18, 2003 between the Company and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture (the “First Supplemental Indenture”) to be dated as of September 14, 2009 between the Company and the Trustee (the Base Indenture, as so amended and supplemented by the First Supplemental Indenture, the “Indenture”).
