Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annually, the Chief Executive Officer and any other executive officer of Park-Ohio Holdings Corp. (the "Company") selected by the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") are entitled to participate in the Park-Ohio Holdings Corp. Annual Cash Bonus Plan (the "Plan"). Under the terms of the Plan, the Chief Executive Officer and any other selected executive officer would be eligible to receive an annual cash bonus depending on the Company's performance against specific objective performance measures established by the Compensation Committee. In recent years, only the Chief Executive Officer has participated in the Plan, while other executive officers have received discretionary cash bonuses. For 2008, the Chief Executive Officer is entitled to a bonus award equal to 4% of the Company's consolidated income before taxes.

On February 10, 2009, given market conditions, the Chief Executive Officer voluntarily waived his right to receive $600,000 of his bonus award under the Plan for 2008.

The Compensation Committee may, in the future, grant substantial equity awards from shares, currently available under the Company's long term incentive plan, to the Chief Executive Officer and/or other executive officers to further align the executives' interests with those of our shareholders.

---

Top of the Form