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EXHIBIT 10(i)
RELEASE AND SETTLEMENT AGREEMENT
THIS RELEASE AND SETTLEMENT AGREEMENT (this "Agreement") is made and
entered into by and between THE LINCOLN ELECTRIC COMPANY (the "Company," a term
which in this Agreement shall include its predecessors, parents, subsidiaries,
divisions, related or affiliated companies, officers, directors, stockholders,
members, employees, heirs, successors, assigns, representatives, agents and
counsel, unless the context otherwise clearly requires), and JOHN GONZALEZ
("Gonzalez"),
WITNESSETH:
WHEREAS, Gonzalez is an employee of, and serves as a Director of the
Company;
WHEREAS, the Company and Gonzalez have determined that Gonzalez shall
resign and retire from any and all positions he may hold as an officer or
director of, and any other positions he may hold with respect to, the Company,
effective August 31, 1994, and that Gonzalez shall resign and retire as an
employee of the Company and its subsidiaries and related or affiliated companies
effective November 15, 1994;
WHEREAS, the Company and Gonzalez desire to make provision for the payments
and benefits that Gonzalez will be entitled to receive from the Company in
consideration for Gonzalez's obligations and actions under this Agreement and in
connection with such resignations and retirement and the cessation of his
employment with the Company; and
WHEREAS, the Company and Gonzalez wish to resolve, settle and/or compromise
any and all matters, claims and issues between them arising from or relating to
Gonzalez's service and employment with the Company, including the termination
thereof;
NOW THEREFORE, in consideration of the promises and agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, and intending to be legally bound, the Company
and Gonzalez agree as follows:
1. RESIGNATION. Gonzalez hereby resigns and retires from his
employment with the Company, and its subsidiaries and related or affiliated
companies, as of November 15, 1994. Gonzalez also resigns, as of August 31,
1994, (a) from the Board of Directors of the Company, and from the Board of
Directors of any entity that is a subsidiary of, or is otherwise related to
or affiliated with the Company (and Gonzalez hereby waives notice of any
meeting of any such Board of Directors after August 31, 1994), (b) from all
offices of the Company to which he has been elected by the Board of
Directors of the Company (or to which he has otherwise been appointed), (c)
from all offices of any entity that is a subsidiary of, or is otherwise
related to or affiliated with, the Company and (d) from all administrative,
fiduciary or other positions he may hold with respect to arrangements or
plans for, of or relating to the Company. The Company hereby consents to
and accepts said resignations, and the Company records shall so reflect.
2. PAYMENTS. (a) In consideration of the promises of Gonzalez in this
Agreement and subject to the conditions hereof, including without limitation
Paragraph 4 of this Agreement, the Company shall:
(i) Pay Gonzalez a gross total amount of FOUR HUNDRED EIGHTY-ONE
THOUSAND DOLLARS ($481,000) in accordance with the following schedule:
November 30, 1994.................... $ 10,000
December 15, 1994.................... $ 10,000
December 31, 1994.................... $161,000
July 1, 1995......................... $300,000
provided that (a) no such payment shall be made unless and until the
conditions in Paragraph 4 below have been satisfied, (b) the continuance of
such payments is contingent upon Gonzalez's compliance with the
requirements of this Agreement applicable to him and (c) if Gonzalez dies
before the
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completion of the payments described in this subparagraph 2(a)(i), the
remaining payments described in this subparagraph 2(a)(i) following his
death shall be made to his estate.
(ii) Pay Gonzalez a supplemental pension of TWENTY-EIGHT THOUSAND,
NINE HUNDRED FORTY-EIGHT DOLLARS ($28,948.00) per year, in equal monthly
installments, payable in the form of a single life annuity, commencing with
a payment on January 1, 1997 and ending with a payment on the first day of
the month in which Gonzalez dies (the "Pension"); provided that (a) no such
payment shall be made unless the conditions in Paragraph 4 of this
Agreement have been satisfied, (b) the continuance of such payments is
contingent upon Gonzalez's compliance with the requirements of this
Agreement applicable to him, and (c) that the Pension may, at the option of
the Company, be paid through the Company's Supplemental Executive
Retirement Plan (but no other benefit shall be payable to or with respect
to Gonzalez under such plan); and provided further that Gonzalez may elect
to receive the Pension in the form of an actuarially equivalent survivor
annuity in lieu of a straight life annuity (such actuarial equivalence
being determined in accordance with the terms of the Company's Supplemental
Executive Retirement Plan).
(iii) Pay Gonzalez, eight days after the execution of this Agreement,
a lump sum amount equal to FIFTY THOUSAND DOLLARS ($50,000), provided that
if Gonzalez dies before receiving the payment described in this
subparagraph 2(a)(iii), such payment shall be made to his estate.
(iv) Continue to permit Gonzalez to participate in the Company's
medical and life insurance programs until the earlier of December 31, 1996,
or the date on which Gonzalez becomes eligible for other employer-provided
medical insurance or life insurance (whether through a subsequent employer
of Gonzalez or through an employer of Gonzalez's spouse), or, in the case
of medical insurance, the date on which Gonzalez becomes eligible for
Medicare, on the following bases: (i) Gonzalez will be permitted to
continue to participate in the Company's life insurance programs on the
same basis that Gonzalez has participated in such life insurance programs
prior to the termination of his employment with the Company; (ii) Gonzalez
will be permitted to continue to participate in the Company's medical
insurance program through December 31, 1994 on the same basis that Gonzalez
has participated in such medical insurance program prior to the termination
of his employment with the Company; and (iii) after December 31, 1994 and
until Gonzalez's participation in the Company's medical insurance program
terminates as provided herein, Gonzalez will be required, in order to
continue such medical insurance, to make payments to the Company each month
equal to the cost (not to exceed the Company's COBRA premium rate) of such
medical insurance, failure to make timely monthly payments by Gonzalez
resulting in the termination of such medical insurance. Gonzalez
acknowledges and agrees that his rights hereunder with respect to medical
insurance satisfy his rights to continuation of coverage under the
Company's group health plan pursuant to Part 6 of Subtitle B of Title I of
the Employee Retirement Income Security Act of 1974, as amended ("COBRA"),
provided that if Gonzalez revokes his acceptance of this Agreement pursuant
to Paragraph 4 of this Agreement, the Company shall be obligated to provide
Gonzalez only with the opportunity to purchase medical insurance pursuant
to the requirements of COBRA. In addition, following the time that Gonzalez
becomes eligible for Medicare, he will be entitled to participate in the
Company's program through which retirees, at their cost (as determined by
the Company), may elect to have coverage under the Company's medical
program that is secondary to Medicare.
(v) Reimburse Gonzalez, for a period of three months, for the costs of
an outplacement service reasonably acceptable to the Company.
(b) Gonzalez acknowledges and agrees that he shall be responsible for his
share of any and all Federal, State and/or local taxes applicable to the
payments made, and benefits provided or made available, to Gonzalez pursuant to
this Paragraph 2 and further agrees to indemnify the Company against any
liability as a result of those taxes.
(c) The payments to Gonzalez pursuant to subparagraphs 2(a)(i), 2(a)(ii)
and 2(a)(iii) of this Agreement shall be made by check or direct deposit to an
account designated by Gonzalez. Although the Company understands that Gonzalez
maintains these payments are not subject to any withholding for Federal,
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State or local tax, it retains the right to withhold any federal, state or local
tax amounts which it believes appropriate at the time of such payment. For 1994,
the payments to Gonzalez pursuant to subparagraph 2(a)(i) of this Agreement
shall be reduced by any applicable deductions resulting from Gonzalez's election
to participate in the Company's medical and/or life insurance programs as
described in subparagraph 2(a)(iv) of this Agreement.
(d) Gonzalez acknowledges and agrees that the consideration provided by the
Company to Gonzalez under this Agreement, including, without limitation, the
payments and benefits to be made or provided by the Company to Gonzalez pursuant
to this Agreement, is greater than and in addition to anything of value to which
he otherwise would be entitled from the Company and that the release by Gonzalez
set forth in Paragraph 4 of this Agreement and the obligations of and actions
taken by Gonzalez under this Agreement are given and undertaken in consideration
of, and adequately supported by, the payments and benefits to be made or
provided to Gonzalez by the Company under and pursuant to this Agreement.
3. PROFESSIONAL FEES. The Company and Gonzalez acknowledge and agree that
each shall be responsible for the payment of their respective legal fees and
costs (and related disbursements) incurred in connection with Gonzalez's
termination and resignation and all matters relating to the negotiation and
execution of this Agreement.
4. RELEASE BY GONZALEZ. (a) Gonzalez, for himself and his dependents,
successors, assigns, heirs, executors and administrators (and his and their
legal representatives of every kind), hereby releases, dismisses, remises and
forever discharges the Company from any and all arbitrations, claims, including
claims for attorney's fees, demands, damages, suits, proceedings, actions and/or
causes of action of any kind and every description, whether known or unknown,
which Gonzalez now has or may have had for, upon, or by reason of any cause
whatsoever (except that this release shall not apply to the obligations of the
Company arising under this Agreement) ("claims"), against the Company, including
but not limited to:
(i) any and all claims arising out of or relating to Gonzalez's
employment by or service with the Company and his termination from the
Company;
(ii) any and all claims of discrimination, including but not limited
to claims of discrimination on the basis of sex, race, age, national
origin, marital status, religion or handicap, including, specifically, but
without limiting the generality of the foregoing, any claims under the Age
Discrimination in Employment Act, as amended, Title VII of the Civil Rights
Act of 1964, as amended, the Americans with Disabilities Act, Ohio Revised
Code Section 4101.17 and Ohio Revised Code Chapter 4112, including Sections
4112.02 and 4112.99 thereof; and
(iii) any and all claims of wrongful or unjust discharge or breach of
any contract or promise, express or implied.
(b) Gonzalez understands and acknowledges that the Company does not admit
any violation of law, liability or invasion of any of his rights and that any
such violation, liability or invasion is expressly denied. The consideration
provided under this Agreement is made for the purpose of settling and
extinguishing all claims and rights (and every other similar or dissimilar
matter) that Gonzalez ever had or now may have against the Company to the extent
provided in this Paragraph 4. Gonzalez further agrees and acknowledges that no
representations, promises or inducements have been made by the Company other
than as appear in this Agreement.
(c) Gonzalez further agrees and acknowledges that:
(i) The release provided for in this Paragraph 4 releases claims to
and including the date of this Agreement;
(ii) He has been advised by the Company to consult with legal counsel
prior to executing this Agreement and the release provided for in this
Paragraph 4, has had an opportunity to consult with and to be advised by
legal counsel of his choice, fully understands the terms of this Agreement,
and enters into this Agreement freely, voluntarily and intending to be
bound;
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(iii) He has been given a period of twenty-one (21) days to review and
consider the terms of this Agreement, and the release contained herein,
prior to its execution and that any terms included in this Agreement that
differ from the written proposal made to Gonzalez on August 23, 1994 are
consistent with that written proposal; and
(iv) He may, within seven (7) days after execution, revoke this
Agreement. Revocation shall be made by delivering a written notice of
revocation to the Vice President of Human Resources at the Company. For
such revocation to be effective, written notice must be actually received
by the Vice President of Human Resources at the Company no later than the
close of business on the seventh (7th) day after Gonzalez executes this
Agreement. If Gonzalez does exercise his right to revoke this Agreement,
all of the terms and conditions of the Agreement shall be of no force and
effect and the Company shall not have any obligation to make payments or
provide benefits to Gonzalez as set forth in Paragraph 2 of this Agreement,
except as may be required under COBRA.
(d) Gonzalez agrees that he will never file a lawsuit or other complaint
asserting any claim that is released in this Paragraph 4.
(e) It is understood and agreed that Gonzalez's resignation and retirement
are by mutual agreement between the Company and Gonzalez, and that Gonzalez
waives and releases any claim that he has or may have to reemployment.
5. CONFIDENTIAL INFORMATION. (a) Gonzalez acknowledges and agrees that in
the performance of his duties as an officer and employee of the Company he was
brought into frequent contact with, had or may have had access to, and/or became
informed of confidential and proprietary information of the Company and/or
information which is a trade secret of the Company (collectively, "Confidential
Information"), as more fully described in subparagraph (b) of this Paragraph 5.
Gonzalez acknowledges and agrees that the Confidential Information of the
Company gained by Gonzalez during his association with the Company was developed
by and/or for the Company through substantial expenditure of time, effort and
money and constitutes valuable and unique property of the Company.
(b) Gonzalez will keep in strict confidence, and will not, directly or
indirectly, at any time, disclose, furnish, disseminate, make available, use or
suffer to be used in any manner any Confidential Information of the Company
(except as may be necessary in connection with the discharge of Gonzalez's
obligations pursuant to Paragraph 8 of this Agreement) without limitation as to
when or how Gonzalez may have acquired such Confidential Information. Gonzalez
specifically acknowledges that Confidential Information includes any and all
information, whether reduced to writing (or in a form from which information can
be obtained, translated, or derived into reasonably usable form), or maintained
in the mind or memory of Gonzalez and whether compiled or created by the
Company, which derives independent economic value from not being readily known
to or ascertainable by proper means by others who can obtain economic value from
the disclosure or use of such information, that reasonable efforts have been put
forth by the Company to maintain the secrecy of Confidential Information, that
such Confidential Information is and will remain the sole property of the
Company, and that any retention or use by Gonzalez of Confidential Information
after the termination of Gonzalez's employment with and services for the Company
shall constitute a misappropriation of the Company's Confidential Information.
(c) Gonzalez further agrees that he shall return (to the extent he has not
already returned), within ten (10) days of the Effective Date, in good
condition, all property of the Company, including, without limitation, (i)
property, documents and/or all other materials (including copies, reproductions,
summaries and/or analyses) which constitute, refer or relate to Confidential
Information of the Company, (ii) keys to Company property, (iii) files and (iv)
blueprints or other drawings.
(d) Gonzalez further acknowledges and agrees that his obligation of
confidentiality shall survive, regardless of any other breach of this Agreement
or any other agreement, by any party hereto, until and unless such Confidential
Information of the Company shall have become, through no fault of Gonzalez,
generally known to the public or Gonzalez is required by law (after providing
the Company with notice and opportunity to contest such requirement) to make
disclosure. Gonzalez's obligations under this Paragraph 5 are in addition
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to, and not in limitation or preemption of, all other obligations of
confidentiality which Gonzalez may have to the Company under general legal or
equitable principles or statutes.
6. NON-COMPETITION. (a) Gonzalez agrees that from and after the date of
this Agreement through August 31, 1996, within the Territory (as described in
subparagraph (b)(i) of this Paragraph 6) (and, as to subparagraph (a)(iii) of
this Paragraph 6, any place), he shall not, directly or indirectly, do or suffer
any of the following:
(i) Own, manage, control or participate in the ownership, management,
or control of, or be employed or engaged by or otherwise affiliated or
associated as a consultant, independent contractor or otherwise with, any
other corporation, partnership, proprietorship, firm, association, or other
business entity, or otherwise engage in any business, which is in
competition with the Company's business (as described in subparagraph
(b)(ii) of this Paragraph 6); provided, however, that the ownership of not
more than one percent (1%) of any class of publicly-traded securities of
any entity shall not be deemed a violation of this Agreement.
(ii) Employ, assist in employing, or otherwise associate in business
with any person who presently is an employee, officer or agent of the
Company, or any of its affiliated, related or subsidiary entities.
(iii) Induce any person who is an employee, officer or agent of the
Company, or any of its affiliated, related, or subsidiary entities to
terminate such relationship.
(b) For purposes of this Agreement:
(i) "Territory" shall mean the countries identified in Exhibit A
hereto.
(ii) The Company's business shall mean the design, manufacture,
distribution and sale of the products identified in Exhibit B hereto.
(c) In the event Gonzalez shall violate any provision of this Paragraph 6
as to which there is a specific time period during which he is prohibited from
taking certain actions or from engaging in certain activities, as set forth in
such provision, then, in such event, such violation shall toll the running of
such time period from the date of such violation until such violation shall
cease.
(d) Gonzalez has carefully considered the nature and extent of the
restrictions upon him and the rights and remedies conferred upon the Company
under this Paragraph 6 and this Agreement, and hereby acknowledges and agrees
that the same are reasonable in time and territory, are designed to eliminate
competition which otherwise would be unfair to the Company, do not stifle the
inherent skill and experience of Gonzalez, would not operate as a bar to
Gonzalez's sole means of support, are fully required to protect the legitimate
interests of the Company and do not confer a benefit upon the Company
disproportionate to the detriment to Gonzalez.
7. DISCLOSURE. Gonzalez, from and after the date of this Agreement through
August 31, 1996, agrees to communicate the contents of Paragraphs 5, 6, 8(b), 9
and 11 of this Agreement to any person, firm, association, or corporation which
he intends to be employed by, associated in business with, or represent.
8. BREACH. (a) If Gonzalez breaches any of the provisions of this
Agreement, then the Company may, at its sole option, (1) immediately terminate
all remaining payments and benefits described in subparagraphs 2(a)(i), 2(a)(ii)
and 2(a)(iv) of this Agreement and (2) obtain reimbursement from Gonzalez of all
payments and benefits already provided pursuant to subparagraphs 2(a)(i),
2(a)(ii), 2(a)(iii) and 2(a)(iv) of this Agreement, plus any expenses and
damages incurred as a result of the breach, with the remainder of this
Agreement, and all promises and covenants herein, remaining in full force and
effect.
(b) Gonzalez acknowledges and agrees that the remedy at law available to
the Company for breach by Gonzalez of any of his obligations under Paragraphs 5
and 6 of this Agreement would be inadequate and that damages flowing from such a
breach would not readily be susceptible to being measured in monetary terms.
Accordingly, Gonzalez acknowledges, consents and agrees that, in addition to any
other rights or remedies
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which the Company may have at law, in equity or under this Agreement, upon
adequate proof of Gonzalez's violation of any provision of Paragraph 5 or 6 of
this Agreement, the Company shall be entitled to immediate injunctive relief and
may obtain a temporary order restraining any threatened or further breach,
without the necessity of proof of actual damage.
9. CONTINUED AVAILABILITY AND COOPERATION. (a) Gonzalez shall cooperate
fully with the Company and with the Company's counsel in connection with any
present and future actual or threatened litigation or administrative proceeding
involving the Company that relates to events, occurrences or conduct occurring
(or claimed to have occurred) during the period of Gonzalez's employment by the
Company. This cooperation by Gonzalez shall include, but not be limited to:
(i) making himself reasonably available for interviews and discussions
with the Company's counsel as well as for depositions and trial testimony;
(ii) if depositions or trial testimony are to occur, making himself
reasonably available and cooperating in the preparation therefor as and to
the extent that the Company or the Company's counsel reasonably requests;
(iii) refraining from impeding in any way the Company's prosecution or
defense of such litigation or administrative proceeding; and
(iv) cooperating fully in the development and presentation of the
Company's prosecution or defense of such litigation or administrative
proceeding.
(b) From and after the date of this Agreement through August 31, 1996,
Gonzalez shall continue to provide cooperation to the Company with respect to
projects undertaken by the Company where Gonzalez's prior knowledge with respect
to, or prior involvement in, such or similar projects would be relevant to the
advancement of such projects; provided that such cooperation shall not require
more than forty-five (45) days of Gonzalez's time per calendar year.
(c) Gonzalez shall be reimbursed by the Company for reasonable travel,
lodging, telephone and similar expenses incurred in connection with such
cooperation, which the Company shall reasonably endeavor to schedule at times
not conflicting with the reasonable requirements of any future employer of
Gonzalez, or with the requirements of any third party with whom Gonzalez has a
business relationship that provides remuneration to Gonzalez. Gonzalez shall not
unreasonably withhold his availability for such cooperation.
10. SUCCESSORS AND BINDING AGREEMENT. (a) This Agreement shall be binding
upon and inure to the benefit of the Company and any successor of or to the
Company, including, without limitation, any persons acquiring directly or
indirectly all or substantially all of the business and/or assets of the Company
whether by purchase, merger, consolidation, reorganization or otherwise (and
such successor shall thereafter be deemed included in the definition of "the
Company" for purposes of this Agreement), but shall not otherwise be assignable
or delegable by the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by
Gonzalez's personal or legal representatives, executors, administrators,
successors, heirs, distributees and/or legatees.
(c) This Agreement is personal in nature and none of the parties hereto
shall, without the consent of the other parties, assign, transfer or delegate
this Agreement or any rights or obligations hereunder except as expressly
provided in subparagraphs (a) and (b) of this Paragraph 10.
(d) This Agreement is intended to be for the exclusive benefit of the
parties hereto, and except as provided in subparagraphs (a) and (b) of this
Paragraph 10, no third party shall have any rights hereunder.
11. NON-DISCLOSURE; STATEMENTS TO THIRD PARTIES. (a) Except to the extent
that this Agreement or the terms hereof become publicly known or available
because of legally mandated disclosure and filing requirements of the Securities
and Exchange Commission, or because of any other legal requirement that this
Agreement or the terms hereof be disclosed or filed with a governmental
instrumentality or agency, all provisions of this Agreement and the
circumstances giving rise hereto are and shall remain confidential and
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shall not be disclosed to any person not a party hereto (other than (i)
Gonzalez's spouse, (ii) each party's attorney, financial advisor and/or tax
advisor to the extent necessary for such advisor to render appropriate legal,
financial and tax advice, and (iii) persons or entities that fall within the
scope of Paragraph 7 of this Agreement, but only to the extent required
thereby), except as necessary to carry out the provisions of this Agreement, and
except as may be required by law; provided, however, that Gonzalez may disclose
to prospective employers the circumstances of his departure from the Company so
long as all such disclosures are made in a manner not injurious to the
reputation or business of the Company, and any such disclosure which is accurate
and made in a professional manner will be appropriate under this Paragraph.
(b) Because the purpose of this Agreement is to settle amicably any and all
potential disputes or claims among the parties, neither Gonzalez nor the Company
shall, directly or indirectly, make or cause to be made any statements to any
third parties criticizing or disparaging the other or commenting on the
character or business reputation of the other. Gonzalez further hereby agrees
not (1) to comment to others concerning the status, plans or prospects of the
business of the Company, or (2) to engage in any act or omission that would be
detrimental, financially or otherwise, to the Company, or that would subject the
Company to public disrespect, scandal or ridicule.
12. NOTICES. For all purposes of this Agreement, all communications
provided for herein shall be in writing and shall be deemed to have been duly
given when delivered, addressed to the Company (to the attention of the Vice
President of Human Resources) at its principal executive offices and to Gonzalez
at his principal residence, 441 Medway Road, Highland Heights, OH 44143, or to
such other address as any party may have furnished to the other in writing and
in accordance herewith. Notices of change of address shall be effective only
upon receipt.
13. MISCELLANEOUS. The death or disability of Gonzalez following the
execution of this Agreement shall not affect or revoke this Agreement or any of
the obligations of the parties hereto. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Gonzalez and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto or compliance
with any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, expressed or implied with respect to the
subject matter hereof have been made by any of the parties that are not set
forth expressly in this Agreement and every one of them (if, in fact, there have
been any) is hereby terminated without liability or any other legal effect
whatsoever.
14. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof and shall
supersede all prior verbal or written agreements, covenants, communications,
understandings, commitments, representations or warranties, whether oral or
written, by any party hereto or any of its representatives pertaining to such
subject matter.
15. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the substantive laws of the
State of Ohio, without giving effect to the principles of conflict of laws of
such state.
16. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement which shall nevertheless remain in full force and effect.
17. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
18. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings used
herein are for convenience and are not part of this Agreement and shall not be
used in construing it.
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19. FURTHER ASSURANCES. Each party hereto shall execute such additional
documents, and do such additional things, as may reasonably be requested by the
other party to effectuate the purposes and provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the last date set forth below.
THE LINCOLN ELECTRIC COMPANY
By: _________________________
Donald F. Hastings
Chairman of the Board and
Chief Executive Officer
Date: ___________________
Witness: ________________________ _________________________
JOHN GONZALEZ
Date: ___________________
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EXHIBIT A
United States
Canada
Mexico
Brazil
Venezuela
England
France
Germany
Ireland
Italy
Japan
Netherlands
Norway
Spain
Australia
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EXHIBIT B
I. Arc Welding Machines ranging from light duty models for light industrial
and farm use to heavy duty models for commercial and industrial use in
manual, semi-automatic, automatic and robotic welding.
II. Arc Welding Consumables: Welding rods, fluxes and wires used in light to
heavy manufacturing of mild steel, alloy and hard surface applications;
coated manual or stick electrodes; solid electrodes produced in coil form
for continuous feeding in mechanized welding; cored electrodes produced in
coil form for continuous feeding in mechanized welding; submerged arc
electrodes and fluxes; self-shielded cored electrodes; gas-shielded solid
and cored electrodes.
III. Arc Welding Power Sources and Automated Wire Feeding Systems.
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