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1.	To elect nine directors, each for a term of one year;

2.	To approve The North American Coal Corporation Long-Term Incentive Compensation Plan (Effective

3.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2016; and

4.	To transact such other business as may properly come before the meeting.

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•	for the election of each director nominee;

•	for the approval of the incentive compensation plan recommended by our Board of Directors;

•	for the ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for 2016; and

•	as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.

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•	The North American Coal Corporation: Our wholly owned subsidiary, The North American Coal Corporation and its affiliated companies (collectively, "NA Coal") mine coal primarily for use in power generation and provide selected value-added mining services for other natural resources companies.

•	Hamilton Beach Brands, Inc.: Our wholly owned subsidiary, Hamilton Beach Brands, Inc. ("HBB"), is a leading designer, marketer and distributer of small electric household and specialty housewares appliances, as well as commercial products for restaurants, bars and hotels.

•	The Kitchen Collection, LLC: Our wholly owned subsidiary, The Kitchen Collection, LLC ("KC"), is a national specialty retailer of kitchenware in outlet and traditional malls throughout the United States.

•	focus our Board of Directors on the most significant strategic goals and risks of our businesses;

•	utilize the individual qualifications, skills and experience of the other members of the Board of Directors to maximize their contributions to our Board of Directors;

•	ensure that each other member of our Board of Directors has sufficient knowledge and understanding of our businesses to enable such other member to make informed judgments;

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•	provide a seamless flow of information from our subsidiaries to our Board of Directors;

•	facilitate the flow of information between our Board of Directors and our management; and

•	provide the perspective of a long-term stockholder.

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•	the quality and integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	the adequacy of our internal controls;

•	our policies to monitor and control our major financial risk exposures;

•	the qualifications, independence, selection, compensation and retention of our independent registered public accounting firm;

•	the performance of our internal audit department and independent registered public accounting firm;

•	assisting our Board of Directors and us in interpreting and applying our Corporate Compliance Program and other issues related to corporate and employee ethics; and

•	preparing the Annual Report of the Audit Review Committee to be included in our Proxy Statement.

•	the review and approval of corporate goals and objectives relevant to compensation;

•	the evaluation of the performance of the CEO, other executive officers and senior managers in light of these goals and objectives;

•	the determination and approval of CEO, other executive officer and senior manager compensation levels;

•	the consideration of whether the risks arising from our employee compensation policies are reasonably likely to have a material adverse effect on us;

•	the making of recommendations to our Board of Directors, where appropriate or required, and the taking of other actions with respect to all other compensation matters, including incentive plans and equity-based plans;

•	the periodic review of the compensation of our Board of Directors; and

•	the review and approval of the Compensation Discussion and Analysis and the preparation of the annual Compensation Committee Report to be included in our Proxy Statement.

•	the review and making of recommendations to our Board of Directors of the criteria for membership on our Board of Directors;

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•	the review and making of recommendations to our Board of Directors of the optimum number and qualifications of directors believed to be desirable;

•	the establishment and monitoring of a system to receive suggestions for nominees to directorships of the Company;

•	the identification and making of recommendations to our Board of Directors of specific candidates for membership on our Board of Directors; and

•	oversight of an annual review of our Board of Directors.

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•	the nature of the related person's interest in the transaction;

•	the material terms of the transaction, including, without limitation, the amount and type of transaction;

•	the importance of the transaction to the related person and to us;

•	whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•	any other matters the Audit Review Committee deems appropriate.

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SCOTT S. COWEN	JOHN P. JUMPER         JAMES A. RATNER

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(1)	Although Messrs. Rankin, Trepp and Butler serve as officers of multiple companies, they were compensated solely by their designated employer.

•	Director compensation levels;

•	2015 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for senior management positions;

•	2015 salary midpoints and/or range movement for all other employee positions; and

•	mid-year Hay point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions.

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•	It provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industries and represents the talent pool from which we recruit.

•	The use of a broad-based survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the survey results in any particular year.

•	Due to our holding group structure, this survey provides internal consistency in compensation among all of our subsidiaries, regardless of industry.

•	It provides a competitive framework for recruiting employees from outside our industries.

•	attract, retain and motivate talented management;

•	reward management with competitive compensation for achievement of specific corporate and individual goals;

•	make management long-term stakeholders in the Company;

•	ensure that management's interests are closely aligned with those of our stockholders; and

•	maintain consistency in compensation among all of the Company's subsidiaries.

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•	Salary midpoint, as determined by the Hay Group from the All Industrials survey.

•	Cash in lieu of perquisites (if applicable).

•	Short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from the Hay Group, for each salary grade).

•	Long-term incentive target dollar amount (determined in the same manner as the short-term incentive target).

•	Target total compensation which is the sum of the foregoing amounts.

•	Base salary.

(1)

In addition to providing limited perquisites to a limited number of employees in unique circumstances, senior management employees are paid a fixed dollar amount of cash in lieu of perquisites. The dollar amounts provided to the NEOs in 2015 were approved by the Compensation Committee based on an updated analysis performed by the Hay Group in 2014 and will remain in effect through 2017. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each senior management employee, based on Hay point levels. These amounts are paid in cash ratably throughout the year. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation.

(2)

In addition to serving as the Chairman, President, and CEO of the Company, Mr. Rankin also served in 2015 as the Chairman, President, and CEO of Hyster-Yale Materials Handling, Inc. ("Hyster-Yale"). Hyster-Yale is a former subsidiary of the Company that was spun-off to our stockholders in September 2012 (the "Spin-Off"). From September 2012 through December 2014, the Compensation Committee benchmarked Mr. Rankin’s compensation against that of the Hay-recommended aggregate compensation targets for a hypothetical CEO of a “composite NACCO/Hyster-Yale” company. The Compensation Committee determined that the post-spin transition period ended on December 31, 2014. As a result, the Compensation Committee directed the Hay Group to use the 50th percentile of

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(3)	The amounts shown include a 15% increase from the Hay-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the NACCO Long-Term Equity Plan awards. See “NACCO Long-Term Equity Plan" beginning on page 26.

(4)

Mr. Butler was promoted to President and Chief Executive Officer of NA Coal effective July 1, 2015 and his salary midpoint and perquisite allowance were increased on that date as a result of his promotion. The salary midpoint and cash in lieu of perquisite amounts shown above reflect the annualized post-promotion amounts. His pre-promotion salary midpoint and perquisite allowance were $379,000 and $20,000, respectively. However, the Short-Term Plan and Long-Term Plan target amounts reflect the pre-promotion amounts, as required due to Code Section 162(m) restrictions. The amounts he actually received for 2015 are shown on the Summary Compensation Table on page 35.

(5)	Mr. Benson retired as an active employee from NA Coal effective June 30, 2015. All amounts shown on the above table are the annualized amounts for the entire year, although he only received 1/2 of those amounts as a result of his mid-year retirement, as shown on the Summary Compensation Table on page 35.

•	general inflation, salary trends and economic forecasts provided by the Hay Group;

•	general budget considerations and business forecasts provided by management; and

•	any extraordinary personal or corporate events that occurred during the prior year.

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(1)	The Compensation Committee reduced Mr. Rankin's salary midpoint by 30% from the Hay-recommended amount for a stand-alone CEO of NACCO in 2015.

(2)	Ms. Loveman was promoted twice in 2014 and received Hay point adjustments and salary increases for each promotion. The percentage increase shown above is calculated based on a comparison of her base salary as of December 31, 2014 ($183,700) to the base salary she received in 2015.

(3)	Mr. Butler's salary midpoint and base salary were increased effective July 1, 2015 when he was promoted to President and CEO of NA Coal. The salary midpoint shown above is the 2015 annualized post-promotion amount. The base salary shown above and on the Summary Compensation Table is the blended amount he actually received in 2015.

(4)	Mr. Benson retired as an active employee from NA Coal effective June 30, 2015. The base salary shown above and in the Summary Compensation Table is the amount he actually received for the first six months of 2015.

(5)	Mr. Tidey received a promotion effective January 1, 2015, which resulted in an increase in Hay points, and salary midpoint. The increase in his base salary reflects both the standard merit increase and a promotional increase.

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Targets Based on Annual Operating Plans. Certain performance targets are based on forecasts contained in each subsidiary's 2015 annual operating plan ("AOP"). With respect to these targets, there is an expectation that these performance targets will be met during the year. If they are not, the participants will not receive all or a portion of the award that is based on these performance criteria. In 2015, the Compensation Committee set all of the financial performance targets under our short-term incentive plans against the 2015 AOPs so that our employees would receive an incentive payout if they achieved AOP results in the short-term. However, the entry level and maximum payment limits under these plans were set so that employees would not be over-compensated simply for meeting AOP results.

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Targets Based on Long-Term Goals. Other performance targets are not based on the 2015 AOPs. Rather, they are based on long-term goals established by the Compensation Committee. Because these targets are not based on the AOPs, it is possible in any given year that the level of expected performance may be above or below the specified performance target for that year. The performance targets under our long-term plans in 2015 are based on long-term corporate objectives. They are not based on targets established by management and contained in our five-year long-range business plan (although there is a correlation between them). These targets represent Company performance that the Compensation Committee believes we should deliver over the long-term, not the performance that is expected in the current year or the near term.

•	The NACCO Annual Incentive Compensation Plan (the "NACCO Short-Term Plan");

•	The NACCO Executive Long-Term Incentive Compensation Plan (the "NACCO Long-Term Equity Plan");

•	The NA Coal Annual Incentive Compensation Plan (the "NA Coal Short-Term Plan");

•	The HBB Annual Incentive Compensation Plan (the "HBB Short-Term Plan"); and

•	The HBB Long-Term Incentive Compensation Plan (the "HBB Long-Term Plan").

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•	any tangible or intangible asset impairment;

•	subsidiary restructuring/store closing costs including reduction in force and inventory liquidation charges;

•	costs attributable to the earn out in the purchase agreement relating to NA Coal's acquisition in 2012 of the predecessor to Centennial Natural Resources, LLC ("Centennial"), referred to as the "Reed Minerals operations," as well as prepaid royalty costs at Centennial;

•	certain subsidiary strategic initiative costs, certain management fees and patent infringement litigation costs;

•	environmental expenses or asset retirement obligations and early lease termination expenses; and

•	costs relating to changes in laws and regulations.

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(1)

The 2015 ROTCE targets that were used in the 162(m) Plans are based on NACCO's consolidated ROTCE for the NACCO incentive plans; NA Coal's consolidated ROTCE for the NA Coal Short-Term Plan and HBB's consolidated ROTCE for the HBB incentive plans. The NACCO and NA Coal 2015 ROTCE targets were unchanged from those in effect in 2014. The HBB ROTCE targets were reduced from 15% in 2014 to reflect reduced forecasted ROTCE results for 2015 as a result of HBB's acquisition of Weston Products, LLC.

(2)

The general rule is that the cash-denominated awards under the NACCO Long-Term Equity Plan for 2015 may not exceed 200% of the target award levels. However, since a portion of the awards payable under the NACCO Long-Term Equity Plan for 2015 is based on the unlimited payout percentage under the current NA Coal Long-Term Plan (as described in further detail beginning on page 25), the portion of the award under the NACCO Long-Term Plan that is attributable to NA Coal performance for 2015 may not exceed 300% of the target award level.

•

The applicable incentive compensation plan, performance objectives and targets and payout percentages are different for each NEO, depending on his or her employer. The Compensation Committee considered the factors described under “Incentive Compensation - Overview" beginning on page 15 to set the underlying performance criteria and target performance levels for the 2015 incentive compensation awards. The particular performance criteria for 2015 were chosen because they were believed to have a positive correlation with long-term stockholder returns.

•	In calculating the final performance results, adjustments were made for various items incurred in connection with improving our operations, consistent with the adjustments listed for the ROTCE calculation above.

•	Achievement percentages are based on the formulas contained in underlying performance guidelines adopted annually by the Compensation Committee for each incentive plan. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target.

•

Target awards for each executive are equal to a specified percentage of the executive's 2015 salary midpoint, based on the number of Hay points assigned to the position and the appropriate level of incentive compensation targets recommended by the Hay Group and adopted by the Compensation Committee at that level. The Compensation Committee then increases the target awards under the NACCO Long-Term Equity Plan by 15% to account for the immediately taxable nature of the award.

•	The plans have a one-year performance period. However, the Compensation Committee suspended the KC long-term plan for 2015.

•	Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee.

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The Compensation Committee, in its discretion, may decrease or eliminate awards. The Compensation Committee, in its discretion, may also increase awards and may approve the payment of awards where business unit performance would otherwise not meet the minimum criteria set for payment of awards, although it rarely does so and, in the case of the NEOs, is prohibited from doing so under the 162(m) Plans.

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Short-term plan awards are paid annually in cash. Except for earlier payments in the case of retirements and other limited circumstances, HBB Long-Term Plan awards are paid in cash after a three-year holding period and NA Coal Long-Term Plan awards are paid in cash after a ten-year holding period, which ended on December 31, 2015. NACCO Long-Term Equity Plan awards are paid annually in a combination of cash and restricted shares of Class A Common. The restricted shares are generally subject to a ten-year holding period.

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•	All awards are fully vested when granted, with the exception of awards issued under the NA Coal Long-Term Plan which are not vested until paid.

•	Due to the nature of the NA Coal and HBB Long-Term Plans, the awards and payments under the plans are also required to be described in the Nonqualified Deferred Compensation Table on page 40.

(1)	Refer to the tables below for detailed calculations of the 2015 payout percentages for each short-term plan.

(2)

Mr. Butler was promoted to President and Chief Executive Officer of NA Coal effective July 1, 2015. While his salary midpoint was increased as a result of the promotion, his incentive compensation targets could not be increased due to Code Section 162(m) limitations and, as a result, were required to be based on his pre-promotion salary midpoint. Mr. Butler's payout was based on a blend of his pre- and post-promotion payout percentages and the Compensation Committee was required to make an adjustment to limit his payout to the 150% maximum payment limit under the plan. Refer to "NACCO Short-Term Plan for Mr. Butler" below for the calculation of the NACCO Short-Term Plan payout for Mr. Butler for 2015.

(3)

Mr. Benson retired effective June 30, 2015. His payout percentage differs from the percentage initially calculated under the plan terms due to (i) the individual performance factors and (ii) as a result of his retirement, he was only entitled to receive a pro-rata award for the period of time worked during 2015. His actual payout percentage was 43.360094%. Refer to "NA Coal Short-Term Plan for Mr. Benson" below for the calculation of the NA Coal Short-Term Plan payout for Mr. Benson for 2015.

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(1)

An additional performance target continued to apply to the HBB Short-Term Plan for 2015. Unless HBB's Adjusted Operating Profit Margin exceeded 4% for the year, the final payout percentage under the plan would be reduced by up to 40% from the amount otherwise determined under the formula shown above. This target acts as an additional control which was designed to reflect the Compensation Committee's view that full incentive compensation payments should not be paid if HBB does not meet a minimum Operating Profit Margin threshold for the year. Because HBB's Adjusted Operating Profit Margin exceeded 4% in 2015, no reduction occurred.

(1)

We do not disclose the NA Coal Project Development targets or results due to their competitively sensitive nature. The project development goals are highly specific, task-oriented goals. Among other things, they identify specific future projects, customers and contracts. During 2015, the following factors influenced the Compensation Committee's rating of NA Coal's performance on the Project Development factor: Coyote Creek completed significant work to advance development of the mine towards contractually required initial deliveries in mid-2016, including completion of dedicated financing to construct and operate the mine, and substantial completion of equipment procurement, dragline erection, facilities construction and initial mine site development. NA Coal headquarters and mine site personnel identified opportunities and submitted formal proposals to operate new mining projects during 2015.  NA Coal was selected as the preferred miner, and negotiated and executed a new long-term contract to operate a mine on the Navajo Nation in New Mexico for the Navajo Transitional Energy Company, LLC. The Liberty Fuels mine continued to support its customer by assisting in the design and procurement of supplemental coal processing systems, temporarily assigning employees to supplement customer needs and temporarily reallocating employees to support other company activities. The Camino Real mine completed construction of its mine and began deliveries to its customer during 2015. The Red Hills mine pursued opportunities for expanded coal sales, particularly for non-traditional uses. Finally, NA Coal continues to explore other mining opportunities, customers and markets.

(2)

Centennial is a subsidiary of NA Coal. The Compensation Committee believes that Centennial Cash Flow is a useful measure of performance because it measures the extent to which management is able to generate cash income to cover Centennial cash expenses.  Centennial Cash Flow was viewed as a key measure in 2015 due to the challenging environment for coal in Alabama.  Centennial Cash Flow does not have any standardized meaning prescribed by Generally Accepted Accounting Principles ("GAAP") and therefore may not be comparable to similar measures used by other companies. We defined this performance factor as earnings before interest, taxes, depreciation and amortization, plus accretion, proceeds from the sale of any Centennial related assets or supply inventory  under the care and custody of Centennial, and stockpile inventory variation, less capital expenditures, gain/loss on the sale of any Centennial related assets or supply inventory under the care and custody of Centennial, reclamation spending for

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(3)

The NA Coal Adjusted ROTCE performance factor for 2015 was based solely on the performance of the Mississippi Lignite Mining Company ("MLMC"). We do not disclose the MLMC ROTCE target or result due to its competitively sensitive nature. For 2015, the Compensation Committee believed we could meet this target, since it was designed to be reasonably achievable with strong management performance. There was also an additional performance target in place under the NA Coal Short-Term Plan for 2015. Unless MLMC's adjusted ROTCE exceeded a specified threshold for the year, the final payout percentage under the MLMC ROTCE performance factor portion of the plan would be reduced by up to 40% of the amount otherwise determined under the formula shown above, thus ensuring that the payout under this factor would be limited unless MLMC supplied a minimum level of return on capital to our stockholders for the year. Because MLMC's ROTCE exceeded that threshold, no adjustment was required.

(4)

Based on the application of the performance factors in the above-table, the initial payout factor under the NA Coal Short-Term Plan was 100.3%. This factor was then multiplied by the sum of each participant's 2015 short-term award target, which determined the amount of a maximum payment sub-pool under the NA Coal Short-Term Plan. As required under the negative discretion guidelines adopted by the NA Coal Compensation Committee under the NA Coal Short-Term Plan, the maximum payment sub-pool was then allocated among eligible participants based on the application of a business unit performance factor (which did not apply to Mr. Benson) and an individual performance factor (100% for Mr. Benson). After applying the formula to all participants and pro-rating Mr. Benson's payment for the period of time worked in 2015 prior to his retirement, the final short-term payment percentage for Mr. Benson was 43.360094% of his target award.

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(1)	The NACCO Short-Term Plan tables do not disclose the KC Adjusted Gross Profit Margin target or result due to the competitively sensitive nature of that information. For 2015, the Compensation Committee believed KC could meet this target, since it was designed to be reasonably achievable with strong management performance.

(2)

An additional performance target continued to apply to the KC Short-Term Plan for 2015. Unless KC's Adjusted Operating Profit Margin exceeded (-1.3%) for the year, the final payout percentage under the plan would be reduced by up to 40% of the amount otherwise determined under the formula shown above. This target acts as an additional control which was designed to reflect the Compensation Committee's view that full incentive compensation payments should not be paid if KC does not meet a minimum Operating Profit Margin threshold for the year. Since KC's Adjusted Operating Profit Margin met this threshold, no reduction occurred.

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(1)

Calculation of Mr. Butler's 2015 NACCO Short-Term Plan Award: Mr. Butler received a blended payout under the NACCO Short-Term Plan to account for his increased post-promotion salary midpoint for the last six months of 2015. His payout was calculated as follows: (i) $379,000 (pre-promotion midpoint) x [50% (pre-promotion short-term target percent) x (181/365 days from January-June) = 24.79%] x 97.70% = $91,793 PLUS (ii) $637,200 (post-promotion mid-point) x [70% (post-promotion short-term target percent) x (184/365 days from July-December) = 35.29%] x 98.10% = $220,595, for an initial NACCO Short-Term Plan Award of $312,388. However, this amount exceeded the 150% plan maximum payout percentage, when calculated based on his pre-promotion target award of $189,500 (see table on page 19) or $284,250 ($189,500 x 150%), as required under Code Section 162(m). As a result, the Compensation Committee reduced Mr. Butler's 2015 NACCO Short-Term Award to the permitted amount of $284,250.

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(1)	The target percentages for participants in the NACCO Long-Term Equity Plan include a 15% increase from the Hay-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the NACCO Long-Term Plan awards. See “NACCO Long-Term Equity Plan" beginning on page 26.

(2)	Refer to the tables below for detailed calculations of the 2015 payout percentages for each long-term plan.

(3)	Awards under the NA Coal and HBB Long-Term Plans are each calculated and paid in dollars. There is no difference between the amount of the cash-denominated awards and the fair market value of the awards under those plans.

(4)

The 2015 awards of Messrs. Rankin and Butler were reduced by the Compensation Committee below the amount that would otherwise have been payable based on the 2015 payout percentages calculated under the plan. Refer to "NACCO Long-Term Equity Plan" below for a detailed explanation. Awards under the NACCO Long-Term Equity Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the dollar-denominated target and actual awards. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the NEOs who receive equity compensation. The dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and restricted shares of Class A Common (approximately 65%). The amount shown in column (F) is the sum of (i) the cash distributed and (ii) the grant date fair value of the stock that was distributed for the 2015 NACCO Long-Term Equity Plan awards. This amount is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). See Note (2) to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for more information regarding the accounting treatment of our equity awards. This is the same amount that is disclosed in the Summary Compensation Table on page 35. The shares were valued on the date on which the NACCO Long-Term Equity Plan awards were approved by the Compensation Committee. The difference in the amounts disclosed in columns (E) and (F) is due to the fact that the number of shares issued in Column (E) was calculated using the formula share price of $52.603 (explained on page 27), while the grant date fair value in Column (F) was calculated using $44.700, which is the average of the high and low share price on the date the shares were granted.

(5)

Mr. Butler was promoted effective July 1, 2015. While his salary midpoint was increased as a result of the promotion, his incentive compensation targets could not be increased due to Code Section 162(m) limitations and, as a result, were required to be based on his pre-promotion salary midpoint. Refer to "NACCO Long-Term Equity Plan for Mr. Butler" below for the calculation of the NACCO Long-Term Equity Plan payout for Mr. Butler for 2015.

(6)	Mr. Benson retired effective June 30, 2015. Under the terms of the NA Coal Value Appreciation Plan (the "NA Coal Long-Term Plan") that ended on December 31, 2015, he was entitled to receive a pro-rata award for the period of time worked during 2015.

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•	The grant date of the award is the January 1st following the end of the award year.

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Awards approved by the Compensation Committee are credited to separate sub-accounts established for each participant for each award year. The sub-accounts are credited with 2% interest during the year. After year-end, while a participant remains actively employed, additional interest is credited based on a formula that takes into account the final payout percentage under the HBB Long-Term Plan for the year, with a maximum of 14%.

•	Each sub-account is paid at the earliest of death, disability, retirement, change in control or on the third anniversary of the grant date of the award.

(1)

Since 2014, the Compensation Committee reduced the number of performance goals under the HBB Long-Term Plan to two financial metrics - net sales and operating profit margin. The use of these metrics reflects our renewed focus on increasing profitability at HBB over the long-term. We do not disclose the long-term HBB net sales or operating profit margin targets or results because they would reveal competitively sensitive long-term financial information, as well as our long-range business plans, to our competitors. The Compensation Committee believed HBB could meet the 2015 targets since they were designed to be reasonably achievable with strong management performance.

(2)	The additional Adjusted Operating Profit Margin performance target described in footnote (1) to the HBB Short-Term Plan table on page 20 also applied to the HBB Long-Term Plan in 2015. As stated therein, because HBB's Adjusted Operating Profit Margin exceeded that threshold, HBB Long-Term Plan payouts were not reduced for 2015.

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New Project Factor. When the plan was established in 2006, the NA Coal Compensation Committee set a target dollar level of the “present value appreciation” that was to be earned by new projects obtained during the entire ten-year plan term. At the time this target dollar level was established, the Compensation Committee believed that it was reasonably achievable over the ten-year plan term with strong management performance. Value appreciation for a new project was determined based on the economics of the project. For example, the present value appreciation was determined based on the forecasted net income and cost of capital over the life of the contract (which could be 40 years) based on the contract terms, including a present value calculation over the life of the contract. During the year the new project came into existence, the value appreciation of that project for the ten-year term of the NA Coal Long-Term Plan (or the remainder thereof) was taken into account under the new project factor portion of the NA Coal Long-Term Plan and compared to the target that was initially set by the Committee in 2006.

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Annual Factor. When the plan was established, the NA Coal Compensation Committee listed each NA Coal project that was in effect at that time. Using the existing contractual terms for each project, as shown in NA Coal's five-year business plan that was in effect in 2006 and forecasting the results out for another five years, the Compensation Committee established annual net income targets and forecasted capital expenditure targets for

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Cumulative Factor. When the plan was established, the Compensation Committee used the same five-year business plan and forecasting for the same projects to establish cumulative net income targets and cumulative forecasted capital expenditure targets for the same projects for each year during the ten-year term of the plan. Each year, the Committee compared the actual cumulative net income and actual capital charges for each project (including new projects added during the term) against these previously established targets to determine whether the pre-established targets had been satisfied.

(1)

This table does not disclose the NA Coal Long-Term Plan performance targets or results due to the competitively sensitive nature of that information. While we describe NA Coal's publicly-known new projects under the NA Coal Short-Term Plan on page 20, the 2015 award under the NA Coal Long-Term Plan relates solely to the successful negotiation and execution in 2015 of a new 15-year contract with the Navajo Transitional Energy Company, LLC to operate a mine on the Navajo Nation in New Mexico producing between 5 and 6 million tons per year.

(2)	Mr. Benson retired on June 30, 2015 and received a pro-rata award for the period of time worked during 2015.

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•	The average closing price of our Class A Common stock on the NYSE at the end of each week during the prior calendar year (2014) (or such other previous calendar year as determined by the Compensation Committee no later than the 90th day of the performance period) - which was $54.544; or

•	The average closing price of our Class A Common stock on the NYSE at the end of each week during the 2015 performance period - which was $52.603.

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(1)

The Compensation Committee reduced Mr. Rankin's 2015 award by $309,659, which equaled 33% of the amount of his 2012 NACCO Long-Term Equity Plan award that was associated with the NA Coal New Project Factor attributable to the Centennial project. The Compensation Committee determined it was appropriate to apply the same reduction factors it used in making the New Project Adjustment under the NA Coal Long-Term Plan in 2015 explained on page 26 to those NEOs in the NACCO Long-Term Equity Plan who received a 2012 award that was based, in part, on the Centennial project. No adjustment was made to Ms. Loveman's 2015 award since she was not employed by the Company in 2012 when Centennial was acquired.

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(1)

Mr. Butler received a blended payout under the NACCO Long-Term Equity Plan to account for his increased post-promotion salary midpoint for the last 6 months of 2015. His payout was calculated as follows: (i) $379,000 (pre-promotion midpoint) x [80.5% (pre-promotion long-term target percent) x (181/365 days from January-June)] x 135.30% = $204,700 PLUS (ii) $637,200 (post-promotion mid-point) x [149.5% (post-promotion long-term target percent) x (184/365 days from July-December)] x 138.10% = $663,187 (rounded), for an initial NACCO Long-Term Equity Plan Award of $867,887. The Compensation Committee then reduced Mr. Butler's 2015 award by $102,518, which equaled 33% of the amount of his 2012 NACCO Long-Term Equity Plan award that was associated with the NA Coal New Project Factor attributable to the Centennial project, for a final cash-based award of $765,369. The 300% maximum applies to Mr. Butler, as the majority of his long-term payout is attributable to the unlimited New Project Factor under the NA Coal Long-Term Plan. The 300% maximum, as calculated using Mr. Butler's pre-promotion long-term target amount as required under Code Section 162(m) is $915,285 ($305,095 x 300%) - see chart on page 24. The amount of Mr. Butler's final cash-based 2015 NACCO Long-Term Equity Plan Award of $765,369 does not exceed this maximum limit.

•	Mr. Rankin: 5% of compensation, regardless of amount contributed.

•	Messrs. Butler and Benson and Ms. Loveman: a 5% match on the first 5% of before-tax contributions.

•	Messrs. Trepp and Tidey: 3% employer safe-harbor contribution, regardless of amount contributed.

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•	Mr. Rankin: between 7.00% and 16.35% of all eligible compensation and 5.7% of eligible compensation in excess of the Social Security Wage Base for the year.

•	Messrs. Butler and Benson and Ms. Loveman: 6.0% of all eligible compensation and 5.7% of eligible compensation in excess of the Social Security Wage Base for the year.

•	Messrs. Trepp and Tidey: between 4.40% and 9.00% of all eligible compensation and 5.7% of eligible compensation in excess of the Social Security Wage Base for the year.

•	participants' account balances, other than excess profit sharing benefits, are credited with interest during the year based on the rate of return of the Vanguard RST fixed income fund, which is one of the investment funds under the qualified plans (14% maximum); however, no interest is credited on excess profit sharing benefits;

•	the amounts credited under the Excess Plans each year are paid prior to March 15th of the following year to avoid regulatory complexities and eliminate the risk of non-payment to the executives based on the unfunded nature of the Excess Plans; and

•	the amounts credited under the Excess Plans (other than the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution) are increased by 15% to reflect the immediately taxable nature of the payments.

•	Mr. Rankin. Mr. Rankin has accounts under The NACCO Industries, Inc. Unfunded Benefit Plan (the "Frozen NACCO Unfunded Plan") and the Retirement Benefit Plan for Alfred M. Rankin, Jr. (the "Frozen CEO Plan").

•	Mr. Benson. Mr. Benson has an account under The North American Coal Corporation Deferred Compensation Plan for Management Employees (the "Frozen NA Coal Unfunded Plan").

•

The frozen accounts are credited with interest each year. Interest on all accounts is credited at the rate of 2% during the year. After year-end, certain sub-accounts were credited with interest under a ROTCE-based formula, with a maximum of 14%. The amount of the annual interest credits, increased by 15% to reflect the immediately taxable nature of the payments, is paid before March 15th of the following year.

•	The frozen accounts (including unpaid interest for the year of payment, if any) will be paid at the earlier of termination of employment (subject to a six-month delay if required under Section 409A of the Internal Revenue Code) or a change in control. Due to his retirement, Mr. Benson's account was paid out in January 2016.

•

When the frozen accounts are paid, a determination will be made whether the highest incremental personal income tax rates and applicable employment tax rates in the year of payment exceed the rates that were in effect in 2008 when all other participants received their nonqualified plan payments. In the event the rates have increased, an additional tax gross-up payment will be paid to the NEO. The Compensation Committee determined that we and not the NEOs should bear the risk of a tax increase after 2008 because the NEOs would have received payment of their frozen accounts in 2008 were it not for the adverse cash flow and income tax impact on us. No other tax gross-ups (such as gross-ups for excise taxes) will be paid.

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•	amounts earned during their term of employment, including earned but unpaid salary and accrued but unused vacation and holiday pay; and

•	benefits that are provided under the retirement plans, incentive plans, Excess Plans and Frozen Retirement Plans that are further described in this Proxy Statement.

•	the payment of accrued benefits under our retirement plans;

•	the payment of vested awards for prior years under the subsidiary long-term plans that have been earned but not yet paid; and

•	the payment of a pro-rata target award under the current year's incentive plans.

•	These change in control payment provisions are appropriate to assure payment to the executives due to the unfunded nature of the benefits provided under these plans.

•	The skills, experience and services of our key management employees are a strong factor in our success and the occurrence of a change in control transaction would create uncertainty for these employees.

•	Some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs and our limited change in control payment triggers are designed to encourage key management employees to remain employed during and after a change in control.

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•	Suspension of KC Long-Term Plan for 2016. The Compensation Committee again suspended the KC long-term incentive compensation plan for the 2016 calendar year.

•

Adoption of Successor NA Coal Long-Term Incentive Plan. The current NA Coal Long-Term Plan was in effect from 2006 and ended on December 31, 2015. Due to the current regulatory environment surrounding the coal industry, the Compensation Committee no longer believes that employees should have a significant portion of their incentive compensation based solely on obtaining and maintaining long-term contracts and projects. As such, the NA Coal Long-Term Plan was replaced with the Successor NA Coal Long-Term Plan that was adopted by the NA Coal Compensation Committee effective as of January 1, 2016, subject to stockholder approval in order to satisfy one of the requirements of Code Section 162(m). See "Approval of Successor NA Coal Long-Term Plan for Purposes of Code Section 162(m)" on page 48.

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(1)	The amounts reported under the “Salary” column include both base salary and the perquisite allowance.

(2)	The amounts reported in the Stock Awards column are the grant date fair value of the stock issued under the NACCO Long-Term Equity Plan, computed in accordance with FASB ASC Topic 718. Refer to the table on page 24 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated award payouts for 2015 under the NACCO Long-Term Equity Plan.

(3)

Amounts listed in this column include the aggregate increase in the actuarial present value of accumulated plan benefits under our frozen defined benefit pension plans, as described in the Pension Benefits Table on page 41. For 2015, $0 is included for Messrs. Benson and Tidey because the actuarial present value of their pension benefits decreased from 2014 to 2015. $0 is also included for Messrs. Rankin, Butler and Trepp and Ms. Loveman because they do not participate in any of our frozen pension plans.

(4)	Amounts listed in this column also reflect the interest that is in excess of 120% of the long-term applicable federal rate, compounded monthly, that was credited to the executives' accounts under the plans described in the Nonqualified Deferred Compensation Table on page 40.

(5)	All other compensation earned during 2015 for each of the NEOs is as follows:

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(6)	The amounts listed are the cash payments under the NACCO Short-Term Plan and the cash portion (approximately 35%) of the award under the NACCO Long-Term Equity Plan.

(7)	Ms. Loveman was not an NEO for 2013.

(8)	The amount listed for 2015 includes a cash payment of $375,566 to Mr. Trepp and $159,559 to Mr. Tidey under the HBB Short-Term Plan and $945,987 to Mr. Trepp and $302,973 to Mr. Tidey representing the value of their awards under the HBB Long-Term Plan.

(9)	The amount listed for 2015 includes a cash payment of $183,630 to Mr. Benson under the NA Coal Short-Term Plan and $554,995 representing the value of his award under the NA Coal Long-Term Plan.

(10)	Mr. Tidey was not an NEO for 2013 or 2014.

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(1)	There are no minimum or threshold payouts under any of our incentive plans.

(2)	Amounts in this column reflect the grant date fair value of shares of stock that were granted and issued to Messrs. Rankin and Butler and Ms. Loveman under the NACCO Long-Term Equity Plan determined in accordance with FASB ASC Topic 718. These amounts are also reflected in the Summary Compensation Table.

(3)

Awards under the short-term plans are based on a one-year performance period that consists solely of the 2015 calendar year. The awards are paid out as soon as practicable after they are approved by the Compensation Committee so there is no payout opportunity for post-2015 years under these plans. The amounts disclosed are the target and maximum awards that were established by the Compensation Committee in early 2015. Although Mr. Butler was promoted effective July 1, 2015 and his salary midpoint was increased as a result of the promotion, his incentive compensation targets were not increased due to Code Section 162(m) limitations. The amount the NEOs actually received is disclosed in the Summary Compensation Table.

(4)

Awards under the NACCO Long-Term Equity Plan are based on a one-year performance period that consists solely of the 2015 calendar year. The awards are paid out, partially in restricted stock and partially in cash, as soon as practicable after they are approved by the Compensation Committee so there is no payout opportunity for post-2015 years under the plan. The stock portion of the awards are subject to transfer restrictions, generally for a period of 10 years from the grant date, as described under the "NACCO Long-Term Equity Plan" beginning on page 26. The amounts disclosed are the dollar values of the target and maximum awards that were established by the Compensation Committee in early 2015. Although Mr. Butler was promoted on July 1, 2015 and his salary midpoint was increased as a result of the promotion, his incentive compensation targets were not increased due to Code Section 162(m) limitations. The targets listed include the 15% increase to account for the immediately taxable nature of the equity awards and were calculated using the 300% maximum award value. The 35% cash portion of the award is listed in column (A) of this table. The 65% stock portion of the award is listed in column (B) of this table. The amount the NEOs actually received is disclosed in the Summary Compensation Table.

(5)	These amounts reflect the dollar value of the award targets for Messrs. Trepp, Benson and Tidey for the 2015 award year under their respective long-term plans.

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(6)	As described in more detail beginning on page 25, due to its unique nature, there is no maximum award limit under the current NA Coal Long-Term Plan.

•	the account balances as of the date of the change in control in our Excess Plans, Frozen Retirement Plans and subsidiary long-term incentive plans will be paid in a lump sum payment in the event of a change in control of the Company or the participant's employer; and

•	participants will also receive a pro-rated target award for the year of the change in control under our incentive plans.

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(1)

This column reflects the award targets under the 2015 incentive plans for the NEOs. Under the change in control provisions of the plans, the NEOs would have been entitled to receive their award targets for 2015 if a change in control had occurred on December 31, 2015. Awards under the NACCO Long-Term Equity Plan are denominated in dollars and the amounts shown in the above-table reflect the dollar-denominated 2015 target awards. As described in note (4) to the Grants of Plan-Based Awards Table, Messrs. Rankin and Butler and Ms. Loveman would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted Class A Common. The amount shown for Mr. Butler is based on his pre-promotion annualized targets, as required by Code Section 162(m) restrictions.

(2)

This column reflects the December 31, 2015 account balances under the HBB Long-Term Plan, excluding the 2015 award (which is reflected in Column (1)). Under the change in control provisions of that plan, Messrs. Trepp and Tidey would have been entitled to accelerate the payment of their account balances if a change in control had occurred on December 31, 2015. The amounts shown were earned for services performed in years prior to 2015. The HBB Long-Term Plan awards are already 100% vested. Except as already reflected in Column (1), no additional amounts are paid under the plan due to a change in control. There are no accrued balances under the NACCO Long-Term Equity Plan.

(3)

This column reflects the account balances of the NEOs as of December 31, 2015 under the Excess Plans and Frozen Retirement Plans. Under the change in control provisions of those plans, the NEOs would have been entitled to accelerate the payment of their account balances if a change in control had occurred on December 31, 2015. No additional amounts are paid due to a change in control. The majority of the amounts shown for Mr. Rankin were earned for services performed prior to 2008 and are already100% vested. These plans are discussed in more detail under “Nonqualified Deferred Compensation Benefits” on page 40.

(4)	A “change in control” for purposes of these plans generally consists of any of the following; provided that the event otherwise qualifies as a change in control under the regulations issued under Section 409A of the Code:

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(5)	Because Mr. Benson retired from NA Coal on June 30, 2015, he would not have been entitled to any potential change in control payments if a change in control had occurred on December 31, 2015. The amounts he received for services performed in 2016 are shown on the Summary Compensation Table on page 35.

(1)	These amounts, which were otherwise payable in 2015 but were deferred at the election of the NEOs, are included in the Summary Compensation Table.

(2)	All employer contributions and the "above-market earnings" portion (i.e., the interest earned in excess of 120% of the long-term applicable federal rate) of the amounts shown in the "Aggregate Earnings" column are also included in the Summary Compensation Table.

(3)	In 2015, the only employer contribution that was made to the Frozen Retirement Plans was the tax gross-up payment required for Mr. Benson as described on page 30. No employee contributions are made to the Frozen Retirement Plans, the NACCO Excess Plan, the NA Coal and HBB Long-Term Plans or the HBB Excess Plan.

(4)	The interest that is accrued under the Frozen Retirement Plans each calendar year is paid to those NEOs no later than March 15th of the following year. Because the interest that was credited to their accounts for 2014 was paid in 2015, it is reflected as a distribution for 2015.

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(5)	Of Mr. Rankin's December 31, 2015 account balance, $200,525 is reported in the 2015 Summary Compensation Table and the entire account balance was previously reported in prior Summary Compensation Tables.

(6)

Of Mr. Rankin's December 31, 2015 account balance, $419,604 is reported in the 2015 Summary Compensation Table and the entire account balance was previously reported in prior Summary Compensation Tables. In addition to the substitute matching benefits and profit sharing benefits previously described that Mr. Rankin receives under the NACCO Excess Plan, he also annually receives a benefit of $25,140 credited to his account under this plan.

(7)

The NEOs receive payment of the amounts earned under the Excess Plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2014 were made in 2015, they are reflected as a distribution in 2015. Because the payments for 2015 are made in 2016, they are reflected in the NEO's aggregate balance as of December 31, 2015 and are not reflected as a distribution in 2015. Since the total account balance is paid out each year, none of their current account balances was previously reported in prior Summary Compensation Tables.

(8)	$1,161,278 of Mr. Trepp's account balance and $349,361 of Mr. Tidey's balance is reported in the 2015 Summary Compensation Table and the entire amount of Mr. Trepp's account balance and $0 of Mr. Tidey's balance was previously reported in prior Summary Compensation Tables.

(9)	None of Mr. Benson's December 31, 2015 account balance is reported in the 2015 Summary Compensation Table and $316,057 of his account balance was previously reported in prior Summary Compensation Tables.

(10)	$554,995 of Mr. Benson's account balance is reported in the 2015 Summary Compensation Table and $4,967,795 of his account balance was previously reported in prior Summary Compensation Tables. Mr. Benson's ending account balance reflects the $359,652 reduction for the Centennial New Project Adjustment taken in 2015 by the Compensation Committee described on page 26.

(1)	The amounts shown were determined as of December 31, 2015, which is the measurement date used in the Company's financial statements for pension benefits. In determining the amounts shown, the following material assumptions were used:

•	a discount rate of 4.20% for the Combined Plan, 3.90% for the Supplemental Plan and 3.70% for the HBB Plan;

•	the RP2014 mortality table, projected generationally from 2006 with scale MP 2015 with no adjustments; and

•	the assumed retirement age is the earlier of (i) the plan's stated normal retirement age or (ii) the earliest age at which retirement benefits are available without reduction for age, with no pre-retirement decrement. As of the 2015 measurement date, Mr. Benson had reached age 68, which is his assumed retirement age in 2015.

(2)	Messrs. Rankin, Trepp and Butler and Ms. Loveman never participated in any of our frozen pension plans.

(3)	Mr. Benson's credited service taken into account to determine his pension benefits was frozen on December 31, 2004. His qualified pension is provided under the Combined Defined Benefit Plan of NACCO Industries, Inc. and its Subsidiaries (the "Combined Plan") and his non-qualified pension is provided under the Supplemental Plan. His

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(4)

Messrs. Benson and Tidey are both 100% vested in their pension benefits. Pensionable earnings under all pension plans included only base salary, cash in lieu of perquisites and short-term incentive compensation payments and excluded all other forms of compensation. The normal form of payment is a single life annuity for unmarried participants and a 50% or 75% joint and survivor annuity for married participants. Other forms of annuity payments are also available. Annuity benefits are reduced to reflect the survivorship protection. Mr. Tidey may also elect to take his cash balance benefits in the form of a lump sum.

(5)

Mr. Tidey earned a cash balance pension benefit under the Hamilton Beach Brands, Inc. Pension Plan (the "HBB Plan") from January 1, 1994 through December 31, 1996 when the cash balance benefits were frozen. His cash balance benefits were computed based on a percentage of pensionable earnings, using an age-based formula. His frozen cash balance account continues to earn interest. Mr. Tidey may take a distribution of his cash balance benefits at any time following his termination of employment.

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1.

the name and address of the stockholder recommending the candidate for consideration as such information appears on our records, the telephone number where such stockholder can be reached during normal business hours, the number of shares of Class A Common and Class B Common owned by such stockholder and the length of time such shares have been owned by the stockholder; if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person's beneficial ownership of such shares or such person's authority to act on behalf of such entity;

2.

complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employment and civic activities) and qualifications of the candidate;

3.	the reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our directors;

4.	the disclosure of any relationship the candidate has with us or any of our subsidiaries or affiliates, whether direct or indirect;

5.	a description of all relationships, arrangements and understandings between the proposing stockholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a director, if elected; and

6.	a written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual's background, education, experience and other qualifications and will consent to be named in our Proxy Statement and to serve as one of our directors, if elected.

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(1)	Amounts in this column reflect the annual retainers and other fees earned by the directors in 2015. They also include payment for fractional shares of Class A Common that were paid under the Non-Employee Directors' Plan described below.

(2)

Under the Non-Employee Directors' Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common (the "Mandatory Shares"). They are also permitted to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to FASB ASC Topic 718.

(3)

The amount listed includes: (i) Company-paid life insurance premiums in the amount of $1,243 for each director; (ii) other Company-paid premiums for accidental death and dismemberment insurance for the director and his spouse; and (iii) personal excess liability insurance premiums for the directors and immediate family members (other than Mr. Britton Taplin). The amount listed also includes charitable contributions made in our name on behalf of the director and his spouse under our matching charitable gift program in the amount of $2,000 for Mr. Jumper and $4,000 for each other Director, as well as the value of HBB merchandise provided by HBB to the directors in connection with a Board of Directors meeting held at HBB's headquarters.

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•	death; permanent disability or five years from the date of the director's retirement;

•	the date that a director is both retired from our Board of Directors and has reached age 70; or

•	at such other time as determined by the Board of Directors in its sole discretion.

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•	In the event of a change in control (as defined in the Successor NA Coal Long-Term Plan), participants will be entitled to receive a pro-rata award for the year, in an amount equal to 100% of their long-term incentive target percentage for the year, pro-rated to reflect the period of time the participants were employed during such year prior to the change in control.

•	Participants who die, become disabled or retire during an award term (and who have been employed for at least 90 days during the award term), will be eligible for an award for the year calculated based on actual company results, pro-rated to reflect the period of time the participants were employed during the year prior to their termination of employment.

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(1)	Only those persons who are employed by NA Coal on or after January 1, 2016 are eligible to participate in the Successor NA Coal Long-Term Plan.

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(1)	A Schedule 13G/A filed with the SEC with respect to Class A Common on February 12, 2016 reported that the Zuckerman Investment Group, LLC may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser.

(2)

A Schedule 13G/A filed with the SEC with respect to Class A Common on February 9, 2016 reported that Dimensional Fund Advisors LP ("Dimensional") may be deemed to beneficially own the shares of Class A Common reported above as a result of being an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 that furnishes investment advice to four investment companies registered under the Investment Company Act of 1940 and serving as an investment manager to certain other commingled group trusts and separate accounts (the "Dimensional Funds"), which own the shares of Class A Common. In its role as investment adviser or manager, Dimensional possesses the sole power to vote 430,479 shares of Class A Common and the sole power to invest 441,201 shares of Class A Common owned by the Dimensional Funds. However, all shares of Class A Common reported above are owned by the Dimensional Funds. Dimensional disclaims beneficial ownership of all such shares.

(3)

A Schedule 13G/A filed with the SEC with respect to Class A Common on February 12, 2016 reported that Beatrice B. Taplin may be deemed to beneficially own the shares of Class A Common reported above. Ms. Taplin may be deemed to share with the other members of Abigail LLC voting and investment power over the 56,120 shares of Class A Common held by Abigail LLC. Ms. Taplin disclaims beneficial ownership of 46,016 shares of Class A Common held by Abigail LLC.

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(4)	A Schedule 13G/A filed with the SEC with respect to Class A Common on February 12, 2016 reported that FMR LLC may be deemed to beneficially own the shares of Class A Common reported above.

(5)

Pursuant to our Non-Employee Directors' Plan, each non-employee director has the right to acquire additional shares of Class A Common within 60 days after February 29, 2016. The shares each non-employee director has the right to receive are not included in the table because the actual number of additional shares will be determined on April 1, 2016 by taking the amount of such director's quarterly retainer required to be paid in shares of Class A Common plus any voluntary portion of such director's quarterly retainer, if so elected, divided by the average of the closing price per share of Class A Common on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the calendar quarter ending on March 31, 2016.

(6)

Alfred M. Rankin, Jr. may be deemed to be a member of Rankin Associates II, L.P. ("Associates"), which is made up of the individuals and entities holding limited partnership interests in Associates and Rankin Management, Inc. ("RMI"), the general partner of Associates. Associates may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 338,295 shares of Class A Common held by Associates. Although Associates holds the 338,295 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Associates. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the shareholders of RMI. Under the terms of the Limited Partnership Agreement of Associates, Associates may not dispose of Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Associates. As a result of holding through his trust, of which he is trustee, partnership interests in Associates, Mr. Rankin may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Rankin may be deemed to be a member of a group, as defined under the Exchange Act, as a result of holding through his trust, of which he is trustee, partnership interests in Rankin Associates IV, L.P. ("Rankin IV"). As a result, the group consisting of Mr. Rankin, the other general and limited partners of Rankin IV and Rankin IV may be deemed to beneficially own, and share the power to vote and dispose of, 92,072 shares of Class A Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 514,502 shares of Class A Common held by (a) members of Mr. Rankin's family, (b) trusts for the benefit of members of Mr. Rankin's family and (c) Associates and Rankin IV to the extent in excess of his pecuniary interest in each such entity.

(7)

Britton T. Taplin may be deemed to share with his spouse voting and investment power over 5,755 shares of Class A Common held by Mr. Taplin's spouse; however, Mr. Taplin disclaims beneficial ownership of such shares. Mr. Taplin may be deemed to share with the other members of Abigail LLC voting and investment power over the 56,120 shares of Class A Common held by Abigail LLC. Mr. Taplin disclaims beneficial ownership of 44,616 shares of Class A Common held by Abigail LLC. Mr. Taplin has pledged 35,618 shares of Class A Common.

(8)

David B.H. Williams may be deemed to be a member of Associates and, accordingly, may be deemed to beneficially own and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Williams may be deemed to share with his spouse voting and investment power over 68,094 shares of Class A Common beneficially owned by his spouse; he disclaims all interest in such shares. Mr. Williams' spouse is a member of Rankin IV, therefore he is deemed to share beneficial ownership of 92,072 shares of Class A Common held by Rankin IV; he disclaims all interest in such shares.

(9)

J.C. Butler, Jr. may be deemed to be a member of Associates and, accordingly, may be deemed to beneficially own, and share the power to dispose of, 338,295 shares of Class A Common held by Associates. In addition, Mr. Butler may be deemed to share with his spouse voting and investment power over 68,094 shares of Class A Common beneficially owned by his spouse; he disclaims all interest in such shares. Mr. Butler's spouse is a member of Rankin IV, therefore he is deemed to share beneficial ownership of 92,072 shares of Class A Common held by Rankin IV; he disclaims all interest in such shares. Mr. Butler disclaims all interest in 8,010 shares of Class A Common held in trust for the benefit of his children and for which he is the trustee and has sole power to vote and dispose of the shares.

(10)

The aggregate amount of Class A Common beneficially owned by all executive officers and directors and the aggregate amount of Class A Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class A Common of which: (i) Mr. Rankin has disclaimed beneficial ownership in note (6) above; (ii) Mr. B. Taplin has disclaimed beneficial ownership in note (7) above; (iii) Mr. Williams has disclaimed beneficial ownership in note (8) above; and (iv) Mr. Butler has disclaimed

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(1)

A Schedule 13D/A filed with the SEC with respect to Class B Common on February 12, 2016 ("the Stockholders 13D") reported that, except for NACCO and PNC Bank, N.A., as depository, the signatories to the stockholders' agreement, together in certain cases with trusts and custodianships, which are referred to collectively as the Signatories, may be deemed to be a “group” as defined under the Exchange Act, and therefore may be deemed as a group to beneficially own all of the Class B Common subject to the stockholders' agreement, which is an aggregate of 1,542,757 shares. The stockholders' agreement requires that each Signatory, prior to any conversion of such Signatory's shares of Class B Common into Class A Common or prior to any sale or transfer of Class B Common to any permitted transferee (under the terms of the Class B Common) who has not become a Signatory, offer such shares to all of the other Signatories on a pro-rata basis. A Signatory may sell or transfer all shares not purchased under the right of first refusal as long as they first are converted into Class A Common prior to their sale or transfer. The shares of Class B Common subject to the stockholders' agreement constituted 98.17% of the Class B Common outstanding on February 29, 2016 or 73.4% of the combined voting power of all Class A Common and Class B Common outstanding on such date. Certain Signatories own Class A Common, which is not subject to the stockholders' agreement. Under the stockholders' agreement, NACCO may, but is not obligated to, buy any of the shares of Class B Common not purchased by the Signatories following the trigger of the right of first refusal. The stockholders' agreement does not restrict in any respect how a Signatory may vote such Signatory's shares of Class B Common.

(2)	A Schedule 13D/A filed with the SEC with respect to Class B Common on February 13, 2015 reported that Rankin Associates I, L.P. "Rankin I" and the trusts holding limited partnership interests in Rankin I may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 472,371

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(3)	Beatrice B. Taplin has the sole power to vote and dispose of 337,310 shares of Class B Common held in trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Beatrice B. Taplin is subject to the stockholders' agreement.

(4)

Alfred M. Rankin, Jr. may be deemed to be a member of the group described in note (2) above as a result of holding through his trust, of which he is trustee, partnership interests in Rankin I and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 472,371 shares of Class B Common held by Rankin I. The trusts holding limited partnership interests in Rankin IV may be deemed to be a "group" as defined under the Exchange Act. Mr. Rankin may be deemed to be a member of the Rankin IV group as a result of holding through his trust, of which he is trustee, partnership interests in Rankin IV and therefore may be deemed to beneficially own, and share the power to vote and dispose of, 307,928 shares of Class B Common held by Rankin IV. Mr. Rankin disclaims beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV to the extent in excess of his pecuniary interest in each such entity. The Stockholders 13D reported that the Class B Common beneficially owned by Alfred M. Rankin, Jr. is subject to the stockholders' agreement.

(5)	David B.H.Williams' spouse is a member of Rankin I and Rankin IV; therefore, he may be deemed to share beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV. Mr. Williams' spouse also owns 9,195 shares of Class B Common, which are held in trust. Mr. Williams disclaims beneficial ownership of all shares held by Rankin I, Rankin IV and his spouse's personal trusts.

(6)

J.C. Butler, Jr.'s, an executive officer of NACCO, spouse is a member of Rankin I and Rankin IV; therefore, Mr. Butler may be deemed to share beneficial ownership of 780,299 shares of Class B Common held by Rankin I and Rankin IV. Mr. Butler's spouse also owns 9,195 shares of Class B Common, which are held in trust. Mr. Butler disclaims beneficial ownership of all shares held by Rankin I, Rankin IV and his spouse's personal trusts. The Stockholders 13D reported that the Class B Common beneficially owned by Mr. Butler is subject to the stockholders' agreement.

(7)

The aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group and the aggregate amount of Class B Common beneficially owned by all executive officers and directors as a group for which they have shared voting or investment power include the shares of Class B Common of which Mr. Rankin has disclaimed beneficial ownership in note (4) above, Mr. Williams has disclaimed beneficial ownership in note (5) above and Mr. Butler has disclaimed beneficial ownership in note (6) above.

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1.	Effective Date

2.	Purpose of the Plan

3.	Application of Code Section 409A

4.	Definitions

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•

The Participant, with respect to the Participant’s relationship with the Employers and their affiliates, met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (without regard to Section 416(i)(5) thereof) and the Treasury Regulations issued thereunder at any time during the 12-month period ending on the most recent Identification Date (defined below) and his Termination of Employment occurs during the 12-month period beginning on the most recent Effective Date (defined below). When applying the provisions of Code Sections 416(i)(1)(A)(i), (ii) or (iii) for this purpose: (i) the definition of “compensation” (A) shall be as defined in Treasury Regulation Section 1.415(c)-2(d)(4) (i.e., the wages and other compensation for which the Employer is required to furnish the Employee with a Form W-2 under Code Sections 6041, 6051 and 6052, plus amounts deferred at the election of the Employee under Code Sections 125, 132(f)(4) or 401(k)) and (B) shall apply the rule of Treasury Regulation Section 1.415(c)-2(g)(5)(ii) which excludes compensation of non-resident alien employees and (ii) the number of officers described in Code Section 416(i)(1)(A)(i) shall be 60 instead of 50.

•	The Identification Date for Key Employees is each December 31st and the Effective Date is the following April 1st. As such, any Employee who is classified as a Key Employee as of December 31st of a particular Plan Year shall maintain such classification for the 12-month period commencing on the following April 1st.

•	Notwithstanding the foregoing, a Participant shall not be classified as a Key Employee unless the stock of NACCO Industries, Inc. (or a related entity) is publicly traded on an established securities market or otherwise on the date of the Participant’s Termination of Employment.

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7.	Accounts and Sub-Accounts

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8.	Granting of Awards/Crediting to Sub-Accounts

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10.	Payment of Sub-Account Balances/Interest

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(i)

Interest Rate for Non-Covered Employees. At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are not Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 2%. In addition, as of the end of each Plan Year in which the True-Up Interest Rate for such Plan Year exceeds 2%, the Sub-Accounts shall also be credited with an additional amount determined by multiplying the Participant’s Sub-Account balances during each month of such Plan Year by the excess of the True-up Interest Rate over 2%, compounded monthly.

(ii)

Interest Rate for Covered Employees. At the end of each calendar month during a Plan Year, the Sub-Accounts of Participants who are Covered Employees shall be credited with an amount determined by multiplying the Participant’s Sub-Account balances during such month by 14%; provided, however, that the Committee shall have the power to decrease such interest to such lower amount determined by the Committee in its sole discretion based on the True-Up Interest Rate for such Plan Year, but no less than 2%. Notwithstanding the foregoing, in the event that, prior to an applicable Maturity Date, a Participant who is a Covered Employee incurs a Termination of Employment (other than on account of death, Disability or Retirement), the interest credited to such Participant’s Sub-Accounts for the portion of the year in which such Termination of Employment occurs shall be capped at 2%.

(iii)	Special Interest Rate Rules: The following special interest crediting rules apply regardless of the provisions of clauses (i) and (ii) hereof:

a.	All interest rates stated herein are annual interest rates unless specifically stated otherwise.

b.	No interest shall be credited to a Sub-Account after the Maturity Date of the Sub-Account.

c.	No interest shall be credited to the Sub-Accounts after the last day of the month preceding the payment of such Sub-Account.

d.	Interest in excess of 14% shall not be credited to any Sub-Account.

e.

No interest shall be credited to a particular Sub-Account following a Participant’s first Termination of Employment prior to the Maturity Date for that Sub-Account; except that the Sub-Accounts of Participants who incur a Termination of Employment on account of Retirement shall continue to be credited with interest (in accordance with the rules specified in clauses (i) and (ii)) but at the rate of 2% from the date of Termination of Employment through the last day of the month preceding the payment of such Sub-Account).

f.

In addition, with respect to Participants who incur a Termination of Employment prior to December 31st of a Plan Year, the calculations of the True-Up Interest Rate in clauses (i) and (i) shall only apply to Participants who incur a Termination of Employment on account of death, Disability or Retirement and such calculations shall be made as of the last day of the month coincident with or prior to the Participant’s termination date.

(iv)

Changes. The Committee may change (or suspend) the interest rate credited on Accounts hereunder at any time. Notwithstanding the foregoing, no such change may be made in a manner that would cause any Qualified Performance-Based Award to be includable as “applicable employee remuneration” of such Participant, as such term is defined in Code Section 162(m) (i.e., to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m)).

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12.	Amendment, Termination and Adjustments

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13.	General Provisions

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14.	Liability of Employers and Transfers.

1.

Upon a transfer of employment, the Participant's Sub-Accounts shall be transferred from the prior Employer to the new Employer and interest shall continue to be credited to the Sub-Accounts following the transfer (to the extent otherwise required under the terms of the Plan). Subject to Section 14(a)(ii)(2)(C),the last Employer of the Participant shall be responsible for processing the payment of the entire amount which is allocated to the Participant's Sub Accounts hereunder; and

2.

Notwithstanding the provisions of clause (1), (A) each Employer shall be solely liable for the payment of the amounts credited to a Participant's Account that were earned by the Participant while he was employed by that Employer; (B) each Employer (unless it is insolvent) shall reimburse the last Employer for its allocable share of the Participant's distribution; (C) if any responsible Employer is insolvent at the time of distribution, the last Employer shall not be required to make a distribution to the Participant with respect to

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I. i.

Any “Person” (as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner”(as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding voting securities of a Related Company (as defined below) entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), other than any direct or indirect acquisition, including but not limited to an acquisition by purchase, distribution or otherwise, of voting securities by any Person pursuant to an Excluded Business Combination (as defined below); or

ii.

The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of any Related Company or the acquisition of assets of another corporation, or other transaction involving a Related Company (“Business Combination”) excluding, however, such a Business Combination pursuant to which either of the following apply (such a Business Combination, an “Excluded Business Combination”) (A) a Business Combination involving Housewares Holding Co. (or any successor thereto) that relates solely to the business or assets of The Kitchen Collection, Inc. (or any successor thereto) or (B) a Business Combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of any Related Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity resulting from such Business Combination (including, without limitation, an entity that as a result of such transaction owns any Related Company or all or substantially all of the assets of any Related Company, either directly or through one or more subsidiaries).

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ii.	a majority of the Board of Directors of NACCO ceases to be comprised of Incumbent Directors; or

iii.

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of NACCO or the acquisition of assets of another corporation, or other transaction involving NACCO (“NACCO Business Combination”) excluding, however, such a Business Combination pursuant to which both of the following apply (such a Business Combination, an “Excluded NACCO Business Combination”):

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