Exhibit 10.20
THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
As Amended and Restated Effective January 15, 2021
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THE LINCOLN ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
The Lincoln Electric Company, an Ohio corporation, hereby amends and restates this profit sharing plan known as The Lincoln Electric Company Employee Savings Plan (the “Plan”), effective as of January 15, 2021, except for any provision with an earlier effective date provided herein. The Plan was originally effective as of November 1, 1994.
Plan History
The Lincoln Electric Company previously sponsored The Lincoln Electric Company Employee Stock Ownership Plan (the “Prior ESOP”). On July 1, 1997, the Prior ESOP was merged into the Plan and all participant accounts in the Prior ESOP were transferred to the Plan. These assets are reflected in the Prior ESOP Contributions Sub-Account under the Plan.
Effective December 20, 2001, the Plan was amended to provide that the “Holdings Stock Fund” was intended to be a stock bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan satisfying the requirements of sections 401(a), 409(e), (h) and (o), and 4975(e)(7) of the Code. Notwithstanding the foregoing, the Prior ESOP Contributions Sub-Account held under the Plan will continue to reflect only amounts relating to the Prior ESOP.
Effective as of August 29, 2016, pursuant to an Instrument of Merger entered into by The Lincoln Electric Company and Weartech International, Inc., the Weartech International, Inc. 401(k) Plan (the “Weartech Plan”) was merged with and into the Plan and all accounts held under the Weartech Plan were transferred to the Plan.
Effective as of August 1, 2017, pursuant to an Instrument of Merger entered into by The Lincoln Electric Company and J.W. Harris Co., Inc., the J.W. Harris Co., Inc. Profit Sharing/ 401(k) Plan (the “Harris Plan”) was merged with and into the Plan and all accounts held under the Harris Plan were transferred to the Plan.
Effective January 1, 2019, the Plan was amended to divide the Holdings Stock Fund into (1) the “ESOP Holdings Stock Sub-Fund” which is intended to be a stock bonus plan as defined in Treasury Regulation Section 1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan satisfying the requirements of sections 401(a), 409(e), (h) and (o), and 4975(e)(7) of the Code and (2) the “Non-ESOP Holdings Stock Sub-Fund” which is intended to be a stock bonus plan as
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defined in Treasury Regulation Section 1.401-1(b)(1)(iii).
Effective as of the close of business on December 31, 2019, pursuant to an Instrument of Merger entered into by The Lincoln Electric Company, Wolf Robotics, LLC and Rimrock Corporation, the Wolf Robotics, LLC 401(k) Retirement Savings Plan (the “Wolf Plan”) and the Rimrock Corporation 401(k) Retirement Savings Plan (the “Rimrock Plan”) were merged with and into the Plan and all accounts held under the Wolf Plan and the Rimrock Plan were transferred to the Plan.
Effective as of January 1, 2020, the following entities were consolidated with and into The Lincoln Electric Company: Arc Products, Inc.; Baker Industries, Inc.; Kaliburn, Inc.; and Lincoln Electric Cutting System, Inc. Prior to January 1, 2020, Baker Industries, Inc., Kaliburn, Inc. and Lincoln Electric Cutting System, Inc. were separate participating Employers under the Plan. Effective as of January 1, 2021, the following entities were consolidated with and into Wayne Trail Technologies, Inc., which was renamed as Lincoln Electric Automation, Inc.: Coldwater Machine Company, LLC; Pro-Systems, LLC; Rimrock Corporation; Tennessee Rand, Inc.; Vizient Manufacturing Solutions, Inc.; and Wolf Robotics, LLC. Prior to January 1, 2021, Coldwater Machine Company, LLC, Pro-Systems, LLC, Rimrock Corporation, Vizient Manufacturing Solutions, Inc. and Wolf Robotics, LLC were separate participating Employers under the Plan.
Effective as of January 15, 2021, pursuant to an Instrument of Merger entered into by The Lincoln Electric Company and Lincoln Electric Automation, Inc. (as successor to Pro-Systems, LLC), the Pro-Systems, LLC 401(k) Plan (the “Pro-Systems Plan”) was merged with and into the Plan and all accounts held under the Pro-Systems Plan were transferred to the Plan.
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Notwithstanding the foregoing, for purposes of determining whether an Employee has been credited with a Year of Eligibility Service, an Employee who is classified by the Employer as on unpaid temporary furlough shall be credited with the Hours of Service with which a similarly-situated Employee would normally have been credited if such furlough had not occurred, as determined in accordance with reasonable procedures adopted from time to time by the Committee.
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Notwithstanding the foregoing, in the case of a Former Weartech Plan Participant who was an Employee on August 29, 2016, the portion of such Former Weartech Plan Participant’s Account that is derived from Matching Employer Contributions shall be 20% nonforfeitable on and after completion of two Years of Vesting Service and 100% nonforfeitable on and after completion of three Years of Vesting Service. A Member whose Vested Interest is less than 100% nonforfeitable under the provisions of this Subsection shall nonetheless have a 100% nonforfeitable interest in his entire Account upon his attainment of age 60 while an Employee, upon his death while an Employee, upon his death while performing “qualified military service” (as defined in Section 11.8) and upon his incurrence of a Disability while an Employee. Further notwithstanding the foregoing, but subject to sections 6.3(7), 6.3(9), 6.3(10) and 6.3(11), (A) in the case of a Former Weartech Plan Participant who was not an Employee on August 29, 2016, the
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portion of such Former Weartech Plan Participant’s Account that is derived from Weartech Prior Matching Contributions, (B) in the case of a Former Rimrock Plan Participant who was not employed by Rimrock Corporation on January 1, 2020, the portion of such Former Rimrock Plan Participant’s Account that is derived from Rimrock Prior Employer Contributions, (C) in the case of a Former Wolf Plan Participant who was not employed by Wolf Robotics, LLC on January 1, 2020, the portion of such Former Wolf Plan Participant’s Account that is derived from Wolf Prior Employer Contributions, and (D) in the case of a Former Pro-Systems Plan Participant who (i) is not employed by Lincoln Electric Automation, Inc. (the successor to Pro-Systems, LLC) on January 15, 2021, and (ii) was not employed by Pro-Systems, LLC on December 31, 2019, the portion of such Former Pro-Systems Plan Participant’s Account that is derived from Pro-Systems Prior Employer Contributions, shall be nonforfeitable in accordance with the following table based on his Years of Vesting Service at any particular time:
Years of Vesting Service | Percent of Weartech Prior Matching Contributions, Rimrock Prior Employer Contributions, Wolf Prior Employer Contributions, or Pro-Systems Prior Employer Contributions Nonforfeitable |
Less than 2 | 0% |
2 but less than 3 | 20% |
3 but less than 4 | 40% |
4 but less than 5 | 60% |
5 but less than 6 | 80% |
6 or more | 100% |
Further notwithstanding the foregoing, in the case of a Former Rimrock Plan Participant or Former Wolf Plan Participant who was not employed by Rimrock Corporation or Wolf Robotics, LLC, as applicable, on January 1, 2020, but again becomes an Employee employed by such entity after January 1, 2020 (or by Lincoln Electric Automation, Inc., the successor to such entities, on or after January 1, 2021), the portion of such Employee’s Account that is derived from Rimrock Prior Employer Contributions or Wolf Prior Employer Contributions, and that has not previously
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become forfeited in accordance with Section 6.3, shall be 100% nonforfeitable on and after the date such individual again becomes employed by Rimrock Corporation or Wolf Robotics, LLC (or, on or after January 1, 2021, by Lincoln Electric Automation, Inc., the successor to such entities), as applicable. Further notwithstanding the foregoing, in the case of a Former Pro-Systems Plan Participant who (A) is not employed by Lincoln Electric Automation, Inc. (the successor to Pro-Systems, LLC), on January 15, 2021 and (B) was not employed by Pro-Systems, LLC on December 31, 2019, but again becomes an Employee employed by such entity after January 15, 2021, the portion of such Employee’s Account that is derived from Pro-Systems Prior Employer Contributions, and that has not previously become forfeited in accordance with Section 6.3, shall be 100% nonforfeitable on and after the date such individual again becomes employed by Lincoln Electric Automation, Inc.
Further notwithstanding the foregoing, but subject to section 6.3(8), in the case of a Former Harris Plan Participant who was not an Employee on August 1, 2017, the portion of such Former Harris Plan Participant’s Account that is derived from Harris Prior Employer Contributions shall be 0% nonforfeitable prior to the Member’s completion of three Years of Vesting Service and 100% nonforfeitable on and after the Member’s completion of three Years of Vesting Service.
Further notwithstanding the foregoing, in the case of a Former Harris Plan Participant who was not an Employee on August 1, 2017, but again becomes an Employee employed by J.W. Harris Co., Inc. after August 1, 2017, the portion of such Employee’s Account that is derived from Harris Prior Employer Contributions, and that has not previously become forfeited in accordance with Section 6.3, shall be 100% nonforfeitable on and after the date such individual again becomes employed by J.W. Harris Co., Inc.
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Further notwithstanding the foregoing, in the case of a Member who was employed by Easom Automation Systems, Inc. on May 28, 2020, such Member’s Account shall be 100% nonforfeitable as of such date, and in the case of a Member who was employed by Weartech International, Inc. on June 10, 2020, such Member’s Account shall be 100% nonforfeitable as of such date.
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Notwithstanding the preceding provisions of this Section, the terms and provisions of the Plan in effect prior to January 15, 2021 contained special eligibility rules for certain classes of Eligible Employees. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming an Eligible Employee on July 1, 2019, the requirement of Subsection (2) of this Section was waived in the case of a Covered Employee who was employed by Baker Industries, Inc. on July 1, 2019. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming an Eligible Employee on January 1, 2020, the requirement of Subsection (2) of this Section was waived in the case of a Covered Employee who, as of December 31, 2019, (a) was employed by Wayne Trail Technologies, Inc. and had satisfied the age and service eligibility requirements to participate in the Wayne Trail 401(k) and Profit Sharing Plan, (b) was employed by Coldwater Machine Company, LLC and had satisfied the age and service eligibility requirements to participate in the Coldwater Machine Company, LLC 401(k) Plan, (c) was employed by Pro-Systems, LLC and had satisfied the age and service eligibility requirements to participate in the Pro-Systems Plan, (d) was employed by Arc Products, Inc. and had satisfied the age and service eligibility requirements to participate in the Techalloy, Inc. Employee Savings Plan, (e) was employed by Wolf Robotics, LLC and had satisfied the age and service eligibility requirements to participate in the Wolf Plan, or (f) was employed by Rimrock Corporation and had satisfied the age and service eligibility requirements to participate in the Rimrock Plan. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming an
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Eligible Employee on January 1, 2021, the requirement of Subsection (2) of this Section was waived in the case of a Covered Employee who, as of December 31, 2020, was employed by Tennessee Rand, Inc. and had satisfied the age and service eligibility requirements to participate in the Tennessee Rand, Inc. 401(k) Plan.
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An Eligible Employee who is deemed to have enrolled pursuant to this Section 2.2(2) and Section 2.3 for purposes of having his Employer make Before-Tax Contributions from his Base Compensation may separately elect (but shall not be deemed to have elected) to enroll pursuant to Section 2.2(1) for purposes of having his Employer make Before-Tax Contributions and/or Roth Contributions from his Bonus Compensation.
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Notwithstanding the preceding provisions of this Section, the terms and provisions of the Plan in effect prior to January 15, 2021 contained special eligibility rules for certain classes of Eligible Employees for purposes of becoming a Matching Contribution Participant. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming a Matching Contribution Participant on July 1, 2019, the requirements of Subsection (1)(b) of this Section were waived in the case of a Covered Employee who was employed by Baker Industries, Inc. on April 1, 2019. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming a Matching Contribution Participant on January 1, 2020, the requirements of Subsection
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(1)(b) of this Section were waived in the case of a Covered Employee who, as of December 31, 2019, (i) was employed as a regular, full-time employee of Wayne Trail Technologies, Inc., Coldwater Machine Company, LLC, Pro-Systems, LLC, Arc Products, Inc., Wolf Robotics, LLC, or Rimrock Corporation, or (ii) was not a regular, full-time employee and (A) was employed by Wayne Trail Technologies, Inc. and had satisfied the age and service eligibility requirements to participate in the Wayne Trail 401(k) and Profit Sharing Plan, (B) was employed by Coldwater Machine Company, LLC and had satisfied the age and service eligibility requirements to participate in the Coldwater Machine Company, LLC 401(k) Plan, (C) was employed by Pro-Systems, LLC and had satisfied the age and service eligibility requirements to participate in the Pro-Systems Plan, (D) was employed by Arc Products, Inc. and had satisfied the age and service eligibility requirements to participate in the Techalloy, Inc. Employee Savings Plan, (E) was employed by Wolf Robotics, LLC and had satisfied the age and service eligibility requirements to participate in the Wolf Plan, or (F) was employed by Rimrock Corporation and had satisfied the age and service eligibility requirements to participate in the Rimrock Plan. Further notwithstanding the preceding provisions of this Section, for purposes of becoming a Matching Contribution Participant on January 1, 2021, the requirements of Subsection (1)(b) of this Section were waived in the case of a Covered Employee who, as of December 31, 2020, (i) was employed as a regular, full-time employee of Tennessee Rand, Inc., or (ii) was not a regular, full-time employee and was employed by Tennessee Rand, Inc. and had satisfied the age and service eligibility requirements to participate in the Tennessee Rand, Inc. 401(k) Plan.
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Notwithstanding the preceding provisions of this Section, for purposes of becoming a Nonelective Contribution Participant on July 1, 2019, the requirements of Subsection (1)(b) of this Section were waived in the case of a Covered Employee who was employed by Baker Industries, Inc. on April 1, 2019. Further, notwithstanding the preceding provisions of this Section, for purposes of becoming a Nonelective Contribution Participant on January 1, 2020, the requirements of Subsection (1)(b) of this Section were waived in the case of a Covered Employee who, as of December 31, 2019, (i) was employed as a regular, full-time employee of Arc Products, Inc. or (ii) was not a regular, full-time employee, but was employed by Arc Products, Inc. and had satisfied the age and service eligibility requirements to participate in the Techalloy, Inc. Employee Savings Plan.
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If two or more plans that include cash or deferred arrangements are considered as one plan for purposes of section 401(a)(4) or 410(b) of the Code, such arrangements included in such plans shall be treated as one arrangement for the purposes of this Subsection; and if any Highly Compensated Eligible Employee is a participant under two or more cash or deferred arrangements of the Controlled Group, all such arrangements shall be treated as one cash or deferred arrangement for purposes of determining the deferral percentage with respect to such Eligible Employee, and in the event that such arrangements have different plan years, all Before-Tax Contributions and Roth Contributions made during the Plan Year under all such arrangements shall be aggregated. Notwithstanding the foregoing, cash or deferred arrangements that are not permitted to be aggregated under Treasury Regulations issued under section 401(k) of the Code shall be treated as separate arrangements.
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In the absence of an effective election under this Section, dividends on Holdings Stock shall be paid to the Plan and reinvested in the ESOP Holdings Stock Sub-Fund. The Plan Administrator shall determine the scope, manner and timing of the elections, dividend payments or distributions, and reinvestment in Holdings Stock described herein in any manner that is consistent with section 404(k) of the Code and other applicable provisions of the Code and ERISA. Notwithstanding any other provision of the Plan to the contrary, (i) the election to receive a cash payment of dividends on shares of Holdings Stock shall not apply to shares of Holdings Stock held in the Non-ESOP Holdings Stock Sub-Fund and (ii) all dividends reinvested in either the Non-ESOP Holdings Stock Sub-Fund or the ESOP Holdings Stock Sub-Fund shall be 100% vested and nonforfeitable at all times.
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All decisions of the Administrative Committee as to the facts of any case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretation, matter or other determination or question under the Plan shall be final and binding on all parties affected thereby subject to the provisions of Sections 8.7, 9.3 and 9.4. The Administrative Committee shall instruct the Trustee as to the benefits to be paid under the Plan and shall furnish the Trustee with any information reasonably required by it for the purpose of the payment of such benefits.
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EXECUTED at Cleveland, Ohio, this 14th day of January, 2021.
THE LINCOLN ELECTRIC COMPANY
By: /s/ Michele R. Kuhrt_________________
Title: Executive Vice President, Chief Human Resources Officer
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EXHIBIT A
Participating Employers
as of January 15, 2021
The Lincoln Electric Company
J.W. Harris Co., Inc.
Lincoln Global, Inc.
Welding, Cutting, Tools & Accessories, LLC
Smart Force, LLC
Lincoln Electric Automation, Inc.
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