Exhibit 10.2
PERSONAL & CONFIDENTIAL
October 13, 2004
Anthony A. Massaro
Chairman
Hellene S. Runtagh Harold L. Adams
Chair, Compensation & Executive Chair, Nominating & Corporate
Development Committee Governance Committee
Board of Directors Board of Directors
Lincoln Electric Holdings, Inc. Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue 22801 St. Clair Avenue
Cleveland, Ohio 44117 Cleveland, Ohio 44117
RE: TERMINATION FOR GOOD REASON
Dear Hellene and Harold:
With the Board's election of John M. Stropki as Chairman of the Board of
Directors of Lincoln Electric Holdings, Inc. (the "Company") on October 13,
2004, I hereby provide notice that I am resigning from the Board of Directors,
effective immediately. This resignation is consistent with Board's policy that
"individual employee Directors who change the responsibility they held when
they were elected to the Board should volunteer to resign from the Board."
In addition, as a result of the election of Mr. Stropki as Chairman, I hereby
provide notice that I will be terminating my employment with the Company for
Good Reason, as that term is defined in my Employment and Benefits letter
agreement, dated June 23, 2003, between the Company and myself (my "Agreement").
All of the terms of my Agreement, relative to a termination for Good Reason,
shall apply. The effective date of my termination will be October 30, 2004 and
my retirement date, under normal Company policy, will be October 31, 2004.
Very truly yours,
/s/ Anthony A. Massaro
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Anthony A. Massaro
ACCEPTED:
/s/ H. S. Runtagh /s/ Harold L. Adams
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Hellene S. Runtagh Harold L. Adams
October 13, 2004 October 13, 2004