Item 1.01 Entry into a Material Definitive Agreement.
On October 29, 2009, Tecumseh Products Company, (the "Company") entered into a Reimbursement Agreement (the "Agreement") with Herrick Foundation, a Michigan nonprofit corporation and significant shareholder of the Company (the "Foundation"). The Company and the Foundation engaged in a proxy contest (the "Proxy Contest") in 2009 related to the election of certain directors to the Company's board of directors and, as determined by the votes cast in the 2009 annual shareholders' meeting held on August 14, 2009, the nominees of the Foundation were elected. Kent B. Herrick, Chairman of the Company's board of directors, is also Trustee, Vice President and Executive Director of the Foundation.
Under the terms of the Agreement, the Company has agreed to reimburse the Foundation for its reasonable costs and expenses incurred in connection with the Proxy Contest in the amount of $1,121,947.22, subject to the terms and conditions of the Agreement. The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Reimbursement Agreement, dated as of October 28, 2009, effective as of October 29, 2009, by and between Tecumseh Products Company and Herrick Foundation.

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