0000098362-19-000049 Sample Contracts

Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the Option Rights, evidenced by this Nonqualified Stock Option Agreement (this “Agreement”), effective as of __________, 20__ (the “Date of Grant”); and

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Deferred Shares Agreement
Shares Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the Deferred Shares, evidenced by this Deferred Shares Agreement (this “Agreement”), to Grantee, effective as of _______, 20__ (the “Date of Grant”).

THE TIMKEN COMPANY
Timken Company • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company hereby grants the Deferred Shares, evidenced by this Deferred Share Equivalents Agreement (this “Agreement”), to Grantee, effective as of _______, 20__ (the “Date of Grant”).

Time-Based Restricted Stock Units Agreement
Timken Company • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the Restricted Stock Units evidenced by this Timken-Based Restricted Stock Units Agreement (this “Agreement”), effective as of _____, 20__ (the "Date of Grant").

Deferred Shares Agreement
Timken Company • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company hereby grants the Deferred Shares, evidenced by this Deferred Shares Agreement (this “Agreement”), to Grantee, effective as of _______, 20__ (the “Date of Grant”).

Performance-Based Restricted Stock Units Agreement
Based Restricted Stock Units Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the performance-based Restricted Stock Units evidenced by this Performance-Based Restricted Stock Units Agreement (this “Agreement”), effective as of _________, 20__ (the "Date of Grant").

Performance-Based Restricted Stock Unit Agreement
Based Restricted Stock Unit Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of performance-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on __________, 20__, and the execution of a performance-based Restricted Stock Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on _________, 20__.

Performance-Based Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the grant of performance-based Restricted Stock Units evidenced hereby was authorized by a resolution of the Compensation Committee (the “Committee”) of the Board that was duly adopted on __________, 20__, and the execution of a performance-based Restricted Stock Unit Agreement in the form hereof (this “Agreement”) was authorized by a resolution of the Committee duly adopted on _________, 20__.

THE TIMKEN COMPANY
Share Equivalents Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company has granted the Deferred Shares, evidenced by this Deferred Share Equivalents Agreement (this “Agreement”), to Grantee, effective as of _______, 20__ (the “Date of Grant”).

Time-Based Restricted Stock Unit Agreement for Nonemployee Directors
Restricted Stock Unit Agreement • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company granted the Restricted Stock Units evidenced by this Time- Based Restricted Stock Unit Agreement (this “Agreement”) effective as of__________, 20 (the “Date of Grant”).

Time-Based Restricted Stock Unit Agreement for Nonemployee Directors
Restricted Stock Unit Agreement for Nonemployee Directors • May 1st, 2019 • Timken Co • Ball & roller bearings • Ohio

WHEREAS, the Company granted the Restricted Stock Units evidenced by this Time- Based Restricted Stock Unit Agreement (this “Agreement”) effective as of_____, 20_____(the “Date of Grant”).

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