Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2009, the Compensation Committee of the Board of Directors of NACCO Industries, Inc., which is referred to as NACCO, established performance criteria for the NACCO Industries, Inc. Executive Long-Term Incentive Compensation Plan, which is referred to as the LTIP. The performance criteria for base period awards under the LTIP is NACCO's consolidated return on total capital employed, which is referred to as ROTCE, for the performance period from January 1, 2009 through December 31, 2009. Generally, base period award payouts will not exceed 150% of the target base period award. Final awards will be paid to participants during the period from January 1, 2010 through March 15, 2010.

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