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Exhibit 10(p)
Adopted May 2, 2000
LINCOLN ELECTRIC HOLDINGS, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSES. The purposes of this Plan are to: (i) encourage the
non-employee Directors of Lincoln Electric Holdings, Inc. (the "Company") to own
shares of the Company and thereby to align their interests more closely with the
interests of the Company's other shareholders; (ii) encourage the highest level
of Director performance by providing the Directors with a vested interest in the
Company's attainment of its financial goals; and (iii) provide financial
incentives that will help attract and retain the most qualified non-employee
Directors.
2. DEFINITIONS. As used in this Plan:
"BOARD" means the Board of Directors of the Company.
"CHANGE IN CONTROL" shall have the meaning defined in the
agreement or notification evidencing the grant of an Option.
"COMMITTEE" means the Committee described in Section 4 of the
Plan.
"COMMON SHARES" means (i) shares of the Company's common stock,
without par value, and (ii) any securities into which common shares may be
converted by reason of any transaction or event described in Section 7 of the
Plan.
"DATE OF GRANT" means the date as of which an Option is granted as
provided in Section 5 of the Plan.
"DIRECTOR" means a member of the Board.
"DISABILITY" means permanent and total disability as determined
under the Company's long-term disability program.
"EFFECTIVE DATE." This Plan shall be effective immediately;
provided, however, that the effectiveness of the Plan is conditioned upon its
approval by the Company's shareholders at a meeting held in accordance with Ohio
law within 12 months after the date the Plan is adopted by the Board. Any awards
made under the Plan prior to shareholder approval shall be null and void if the
Plan is not approved by shareholders within a 12-month period.
"ELIGIBLE DIRECTOR" means a Director who is not an employee of the
Company. For purposes of the Plan, an employee is an individual whose wages are
subject to the withholding of Federal income tax under Sections 3401 and 3402 of
the Internal Revenue Code.
"FAIR MARKET VALUE" means the closing price of a share of the
Company's common stock on The NASDAQ Stock Market on the day before the day the
value determination is being made, whether for an Option grant or exercise; or
if there was no closing price reported on that day, then the reported closing
price on the nearest date before the date of grant or exercise; or if the shares
are not listed or admitted to trading on The NASDAQ Stock Market on the day as
of which the determination is being made, the amount determined by the Committee
to be the Fair Market Value of a share on that day.
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"NEWLY ELIGIBLE DIRECTOR" means a Director whose first term as a
Director begins after December 31, 1999.
"OPTIONEE" means a Director who has been granted an Option under
the Plan.
"OPTION PRICE" means the purchase price payable upon the exercise
of an Option.
"OPTION" means the right to purchase Common Shares of the Company
upon the exercise of an initial Option or an annual Option granted pursuant to
the Plan. Options may be evidenced by agreements or notifications, in written or
electronic form, containing terms and conditions not inconsistent with the Plan.
"PLAN" means the Lincoln Electric Holdings, Inc. Stock Option Plan
for Non-Employee Directors, as amended from time to time.
"RETIREMENT" means a Termination of Service as a Director
occurring as a result of the Optionee's completion of his or her three-year term
of service as a Director of the Company.
"TERMINATION OF SERVICE" means the time at which the Optionee
ceases to serve as a Director for any reason, with or without cause, which
includes termination by resignation, removal, death or retirement.
3. SHARES AVAILABLE UNDER THE PLAN.
(a) Subject to adjustments as provided in Sections 3(b) and 7 of
the Plan, the total number of Common Shares that may be issued and the Options
granted pursuant to the Plan shall not exceed 500,000. These shares may be
treasury shares or shares of original issue or a combination of both.
Notwithstanding any other provision of the Plan to the contrary, if the number
of Common Shares authorized under the Plan is insufficient for all Options to be
granted automatically on a specific date, Options shall be granted pro rata
among all Eligible Directors entitled to be granted an Option on that date. In
connection with the issuance or transfer of Common Shares pursuant to the Plan,
the Company may repurchase Common Shares in the open market or otherwise.
(b) In the event that any Option granted under the Plan shall
terminate prior to its exercise, the underlying Common Shares shall again be
available for the grant of Options without again being charged against the
maximum share limitation set forth in Section 3(a) of the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by the Nominating and
Corporate Governance Committee of the Board (the "Committee"). The members of
the Committee shall be "non-employee directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934 (or any successor rule) as in effect
from time to time. A majority of the Committee members shall constitute a
quorum, and any action taken by a majority of the members present at any
Committee meeting at which a quorum is present, or any actions of the Committee
that are unanimously approved by the members in writing, shall be acts of the
Committee. The Committee shall have full authority, discretion and power to
determine the terms and conditions of Options to be granted pursuant to the
Plan, the number of Common Shares to be issued
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under the Plan, and the duration and nature of the Options, consistent with the
provisions of the Plan.
(b) Subject to Section 9 of the Plan, the interpretation and
construction by the Committee of any provision of the Plan or any agreement or
notification evidencing the grant of Options, and any determination by the
Committee pursuant to any provision of the Plan or any agreement or
notification, shall be final and conclusive. No Committee member shall be liable
for any action taken or determination made in good faith.
5. OPTION AWARDS. The Committee may, from time to time and upon such
terms and conditions as it may determine, authorize the granting of Options to
Eligible Directors and may fix the number of Common Shares to be covered by each
Option. The Option Price of each Option shall be equal to the Fair Market Value
of the Common Shares on the Date of Grant, unless the Committee shall specify a
higher Option Price. No Option shall be exercisable more than 10 years from the
Date of Grant. Unless otherwise determined by the Committee, the following
awards shall be made automatically under the Plan, without further action of the
Committee, except as hereinafter specifically provided:
(a) An initial Option to purchase 6,000 Common Shares shall be
granted to each Newly Eligible Director upon his or her election to the Board.
(b) An Option to purchase 2,000 Common Shares shall be granted
after each annual meeting of the Company's shareholders, and before the end of
that calendar year, to each Eligible Director serving as a Director on the Date
of Grant. The Date of Grant shall be the last business day in November, unless
the Committee specifies a different date.
6. TERMS AND CONDITIONS OF THE OPTIONS. In addition to the terms
specified pursuant to Section 5 of the Plan, unless otherwise determined by the
Committee, all Options granted under the Plan shall have the following terms and
conditions:
(a) Each Option, until terminated as provided in Section 6(e) of
the Plan, shall become exercisable to the extent of 100% of the underlying
Common Shares when the Optionee has continuously served as a Director for one
year from the Date of Grant. If an Optionee ceases to be a Director by reason of
death, Disability or Retirement, or upon a Change in Control of the Company, all
Options held by that Optionee shall become immediately exercisable in full.
(b) An Optionee may exercise an Option in whole or in part at any
time and from time to time during the period within which an Option may be
exercised. To exercise an Option, an Optionee shall give notice to the Company
in either written or electronic form, specifying the number of Common Shares to
be purchased and provide payment of the Option Price and any other documentation
that may be required by the Company.
(c) The Option Price shall be payable (i) in cash or by other
consideration acceptable to the Company, (ii) at the discretion of the
Committee, by the actual or constructive transfer to the Company of Common
Shares owned by the Optionee for at least six months, having a Fair Market Value
at the time of exercise equal to the Option Price, or (iii) by a combination of
both methods of payment.
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(d) Any grant may provide for deferred payment of the Option Price
from the proceeds of sale through a broker on a date satisfactory to the Company
of some or all of the Common Shares to which the exercise relates.
(e) Each Option shall terminate on the earliest to occur of the
following dates:
(i) The date on which the Optionee ceases to be a Director,
unless the Optionee ceases to be a Director after completion of one
year of continuous service as a Director, on account of death,
Disability or Retirement, or following a Change in Control of the
Company;
(ii) One year after the death of the Optionee;
(iii) Three years after the Optionee's Termination of
Service becomes effective; provided, however, that this Section
6(e)(iii) shall only apply where (x) the Termination of Service occurs
after the Optionee has served continuously as a Director for less than
six years and (y) the Termination of Service does not occur following a
Change in Control of the Company; or
(iv) Ten years from the Date of Grant.
(f) An Optionee shall be treated for all purposes as the owner of
record of the number of Common Shares purchased pursuant to the exercise of the
Option (in whole or in part) as of the date the conditions set forth in Section
6(b) of the Plan are satisfied. Upon the effective exercise of an Option (in
whole or in part), the Company shall deliver to the Optionee the number of
Common Shares for which the Option is exercised, adjusted for any Common Shares
sold or withheld in connection with the exercise.
(g) Except as otherwise determined by the Committee, no Option
shall be transferable other than by will or the laws of descent and
distribution, or pursuant to a qualified domestic relations order, and each
Option may be exercised, during an Optionee's lifetime, only by the Optionee or,
in the event of the Optionee's incapacity, including incapacity arising from a
Disability, by the Optionee's guardian or legal representative acting in a
fiduciary capacity.
(h) The Committee may permit Optionees to elect, or may require
Optionees, to defer the issuance of Common Shares under the Plan pursuant to the
rules, procedures or programs as it may establish for purposes of the Plan. The
Committee also may provide that deferred issuances and settlements include the
payment or crediting of dividend equivalents or interest on the deferral
amounts.
(i) On receipt of written or electronic notice to exercise, the
Committee may, in its sole discretion, elect to cash out all or part of the
portion of the Option(s) to be exercised by paying the Optionee an amount, in
cash or Common Shares, equal to the excess of the Fair Market Value of the
Common Shares over the Option Price on the effective date of the cash-out.
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7. ADJUSTMENTS. The Committee, in good faith, shall make or provide for
adjustments in the number of Common Shares covered by outstanding Options and
the Option Price per Common Share applicable to any Options determined to be
equitably required in order to prevent dilution or enlargement of the rights of
Optionees that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure
of the Company, or (ii) any merger, consolidation, separation, reorganization,
partial or complete liquidation or other distribution of assets, issuance of
warrants or other rights to purchase securities or any other corporate
transaction or event having an effect similar to any of the foregoing. Moreover,
in the event of any such transaction or event, the Committee, in its discretion,
may provide in substitution for any and all outstanding Options under the Plan
such alternative consideration as it, in good faith, may determine to be
equitable in the circumstances and may require in that connection the surrender
of all Options so replaced. The Committee, in good faith, may also make or
provide for adjustments in the number of Common Shares specified in Sections 3
and 5 of the Plan determined to be appropriate in order to reflect any
transaction or event described in this Section 7.
8. FRACTIONAL SHARES. The Company shall not be required to issue any
fractional Common Shares pursuant to the Plan. Whenever a fractional Common
Share would otherwise be required to be issued, an amount in lieu thereof shall
be paid in cash, based upon the Fair Market Value of the fractional Common
Share.
9. AMENDMENTS AND OTHER MATTERS. This Plan may be amended from time to
time by the Committee; provided, however, that any amendment which must be
approved by the Company's shareholders in order to comply with (i) Federal
securities laws, (ii) other legal or regulatory requirements or (iii) the rules
of The NASDAQ Stock Market, or if the Common Shares are not quoted on NASDAQ,
the principal securities exchange upon which the Shares are traded or quoted,
shall not be effective unless and until shareholder approval has been obtained.
Presentation of the Plan or any amendment for shareholder approval shall not be
construed to limit the Company's authority to offer similar or dissimilar
benefits under other plans without shareholder approval. Furthermore, no
amendment, alteration or discontinuation of this Plan shall be made which would
impair the rights of an Optionee with respect to any outstanding Option under
the Plan without the Optionee's consent, or which, without approval of the
Company's shareholders would, except as expressly provided in the Plan, increase
the total number of Shares reserved for the Plan or extend the maximum Option
period applicable under the Plan.
The Company shall have the right to require, prior to the delivery of
Common Shares upon exercise of an Option, payment of any taxes required by law
to be withheld with respect to the exercise.
10. NO ADDITIONAL RIGHTS. Nothing contained in the Plan or in any
Option granted under the Plan shall confer upon any Director any right to
continue in the service of the Company.
11. GOVERNING LAW. The Plan and all Options granted and actions taken
hereunder shall be governed by and construed in accordance with the internal
substantive laws of the State of Ohio.
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12. DURATION. No Option shall be granted pursuant to the Plan on or
after the 10th anniversary of the Effective Date, but awards granted prior to
the 10th anniversary may extend beyond that.
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