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EXHIBIT 10(c)
ERNST & YOUNG PHONE: 216 861 5000
HUMAN REOURCE
FAX: 216 861 8131
CONSULTING SERVICES
1300 HUNTINGTON BUILDING
925 EUCLID AVENUE
CLEVELAND, OHIO 44115-1405
February 22, 1995
Mr. Harry Carlson
Vice Chairman
The Lincoln Electric Company
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199
The Lincoln Electric Company
Supplemental Executive Retirement Plan
Dear Harry:
Enclosed in final form is The Lincoln Electric Company Supplemental
Executive Retirement Plan (the "SERP"), with changes made to reflect a "Normal
Retirement Date" based on attainment of age 60, and clarification of the "Social
Security Benefit" definition and its calculation relative to early retirements.
These changes and the draft document have been reviewed with John Cornell of
JDR&P and accepted, with such changes marked for your reference from the prior
draft dated December 5, 1994.
Please call me with any further comments or questions regarding these
matters.
Yours truly yours,
/s/ Thomas J. Laubenthal
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Thomas J. Laubenthal
Partner
Enclosures
Copy to Mr. Donald F. Hastings
Mr. H. Jay Elliot
Mr. David H. Gunning, Capital American Financial Corporation
Mr. John R. Cornell, JDR&P
Mr. G. Russell Lincoln
Mr. Robert N. Gudbranson
Mr. Philip Katzan, The Wyatt Company
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THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
TABLE OF CONTENTS PAGE
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ARTICLE I -- GENERAL
Section 1.1 Effective Date................................................. 1
Section 1.2 Intent......................................................... 1
ARTICLE II -- DEFINITIONS AND USAGE
Section 2.1 Definitions.................................................... 1
Section 2.2 Usage.......................................................... 4
ARTICLE III -- ELIGIBILITY AND PARTICIPATION
Section 3.1 Eligibility.................................................... 4
Section 3.2 Participation.................................................. 4
ARTICLE IV -- RETIREMENT BENEFIT
Section 4.1 Retirement Benefit............................................. 5
Section 4.2 Early Retirement Benefit....................................... 5
Section 4.3 Vesting........................................................ 6
Section 4.4 Other Retirement Benefits...................................... 6
ARTICLE V -- PAYMENT OF RETIREMENT BENEFIT
Section 5.1 Payment of Retirement Benefits................................. 6
Section 5.2 Form of Retirement Benefits.................................... 7
Section 5.3 Payment Procedure.............................................. 7
ARTICLE VI -- PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY
Section 6.1 Commencement of Benefit Payments............................... 7
Section 6.2 Designation of Beneficiary..................................... 8
ARTICLE VII -- ADMINISTRATION
Section 7.1 General........................................................ 8
Section 7.2 Administrative Rules........................................... 8
Section 7.3 Duties......................................................... 8
Section 7.4 Fees........................................................... 9
Section 7.5 Limitation of Actions.......................................... 9
ARTICLE VIII- CLAIMS PROCEDURE
Section 8.1 General........................................................ 9
Section 8.2 Denials........................................................ 9
Section 8.3 Appeals Procedure.............................................. 10
Section 8.4 Review......................................................... 10
ARTICLE IX -- MISCELLANEOUS PROVISIONS
Section 9.1 Amendment and Termination...................................... 10
Section 9.2 No Assignment.................................................. 10
Section 9.3 Successors and Assigns......................................... 11
Section 9.4 Governing Law.................................................. 11
Section 9.5 No Guarantee of Employment..................................... 11
Section 9.6 Severability................................................... 11
Section 9.7 Notification of Addresses...................................... 11
Section 9.8 Bonding........................................................ 11
Section 9.9 Withdrawal of Employer......................................... 11
ARTICLE X -- FUNDING................................................................... 12
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THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PREAMBLE
WHEREAS, The Lincoln Electric Company (the "Company") has established one
or more qualified retirement plans that place limitations on the amount of
retirement benefits available to certain key management or highly compensated
employees; and
WHEREAS, the Company recognizes the unique qualifications of such employees
and the valuable services they provide and desires to establish an unfunded plan
to provide retirement benefits to eligible key employees that supplement what is
available under such qualified plans and Social Security; and
WHEREAS, the Company has determined that the implementation of such a plan
will best serve its interest in retaining key employees and ensuring benefit
equity among all employees;
NOW, THEREFORE, the Company hereby establishes The Lincoln Electric Company
Supplemental Executive Retirement Plan as hereinafter provided:
ARTICLE I
GENERAL
Section 1.1 Effective Date. This Plan shall be effective as of January 1,
1994. The rights, if any, of any person whose status as an employee of an
Employer has terminated shall be determined pursuant to the Plan as in effect on
the date such employee terminated, unless a subsequently adopted provision of
the Plan is made specifically applicable to such person.
Section 1.2 Intent. The Plan is intended to be an unfunded plan primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees, as such group is described under
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.
ARTICLE II
DEFINITIONS AND USAGE
Section 2.1 Definitions. Wherever used in the Plan, the following words
and phrases, when capitalized, shall have the meaning set forth below unless the
context plainly requires a different meaning:
"Account" means the account established on behalf of the Participant
as described in Section 5.3.
"Administrator" means the committee established by the Company
pursuant to Section 7.1 to administer the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time. Any reference to a particular Code section shall include any
provision that modifies, replaces or supersedes it.
"Committee" means the Compensation Committee of the Board.
"Company" means The Lincoln Electric Company, a corporation organized
under the laws of the state of Ohio, and any successor thereto.
"Compensation" means the amount of a Participant's compensation as
defined in Section 415(c)(3) of the Code paid by the Controlled Group, but
including any salary reduction contributions that are excluded from his
gross income under Sections 125, 129 or 402(a)(8) of the Code, and
including any compensation which the Participant defers under any
nonqualified deferred compensation plan of the Controlled Group.
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"Controlled Group" or "Controlled Group Member" means the Company and
any and all other corporations, trades or businesses the employees of which
are required by Section 414 of the Code to be treated as a single employer.
An entity will only be considered as a Controlled Group Member during the
period that it is or was a member of the Company's Controlled Group.
"Disability" or "Disabled" means a physical or mental condition of a
Participant resulting from a bodily injury, disease or mental disorder that
renders him incapable of continuing his position of employment with the
Employer. Such Disability shall be determined by the Committee based upon
appropriate medical advice and examination, and taking into account the
ability of the Participant to continue in his same, or similar, position
with his Employer.
"Early Retirement Date" means the date the Participant has both
attained age fifty-five (55) and completed twenty-five (25) Years of
Service.
"Employer" means the Company or any other Controlled Group Member that
adopts the Plan with the Company's consent. Any Controlled Group Member
that adopts the Plan and thereafter ceases to exist, ceases to be a member
of the Controlled Group or withdraws from the Plan shall no longer be
considered an Employer unless otherwise determined by the Committee.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a particular ERISA section
shall include any provision that modifies, replaces, or supersedes it.
"Final Average Pay" means, with respect to any Participant, the
average of his annual Compensation over the three (3) full Years of Service
within his final consecutive full Years of Service (not to exceed seven (7)
Years) that produce the highest such average; provided, however, that if a
Participant has fewer than three (3) full Years of Service, "Final Average
Compensation" shall mean the average of his annual Compensation during all
his Years of Service.
"Normal Retirement Date" means the date a Participant attains age
sixty (60).
"Participant" means an eligible employee of an Employer who is
participating in the Plan in accordance with Section 3.2.
"Participation Factor" means the ratio determined based on active
participation under the Plan. Each employee, upon becoming a Participant,
shall be credited with a Participation Factor of two-tenths (.20) or such
greater factor for such Participant determined by the Committee, in its
sole discretion. Thereafter, a Participant will be credited with an
additional one-tenth (.10) Participation Factor for each Year of Service
earned while an active Participant; fractional credits shall apply for
partial Years of Service. Notwithstanding the foregoing, no Participation
Factor shall exceed one (1.00), and Years of Service earned after the last
day of the Plan Year in which a Participant attains age sixty-seven (67)
shall be disregarded for purposes of determining his Participation Factor.
The Committee may, in its sole discretion, increase or authorize an
increase in a Participant's Participation Factor for any reason deemed
appropriate by the Committee (including, but not limited to, in
consideration of the Participant's execution of a release of all claims
against the Company and its affiliates in a form satisfactory to the
Committee).
"Plan" means The Lincoln Electric Company Supplemental Executive
Retirement Plan, as it may be amended from time to time.
"Plan Year" means the calendar year.
"Qualified Plan Benefit" means the annual benefit, expressed in the
form of a single life annuity that can be derived from the sum of all
employer-provided benefits under all plans intended to be qualified under
Section 401(a) of the Code that are maintained by the Controlled Group. The
amount of the single life annuity determined for any such plan which does
not provide for annuity payments shall be based on a reasonable mortality
assumption and an assumed interest rate of eight percent (8%). For purposes
of this definition, "employer-provided benefits" means all qualified
retirement benefits funded
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exclusively by employer contributions (and earnings thereon), and shall
include any previous distribution of such benefits made prior to a
Participant's Normal Retirement Date, including, but not limited to, in-
service withdrawals, retirement and disability benefits, or distributions
pursuant to any domestic relations
order. However, Participants' salary-reduction contributions described in
Section 402(a)(8) of the Code (and any earnings thereon) shall not be
treated as benefits funded exclusively by Employer contributions.
Notwithstanding the foregoing, if the Committee grants additional Years of
Service to a Participant for purposes of determining his Retirement
Benefit, "Qualified Plan Benefit" shall also include the annual benefit,
determined as above, to which such Participant is entitled from all
previous employers.
"Retirement Benefit" or "Benefit" means the vested benefit determined
under Article IV.
"Social Security Benefit" means the maximum annual benefit payable
under the Social Security Act, relating to Old-Age and Disability benefits,
determined as of a Participant's Normal Retirement Date, or upon his actual
retirement date, if later.
"Termination for Cause" means the termination of a Participant's
employment due to any act by the Participant which the Committee, in its
complete discretion, determines to be inimical to the best interests of the
Controlled Group, including, but not limited to: (i) serious, willful
misconduct in respect of his duties for his Employer, (ii) conviction of a
felony or perpetration of a common law fraud, (iii) willful failure to
comply with applicable laws with respect to the execution of his Employer's
business operations, (iv) theft, fraud, embezzlement, dishonesty or other
conduct that has resulted or is likely to result in material economic
damage to the Controlled Group, or (v) failure to comply with requirements
of his Employer's drug and alcohol abuse policies, if any.
"Years of Service" means each full and partial calendar-year (in
increments of one-twelfth (1/12th) for each full month) of active
employment with the Controlled Group during which substantial services were
rendered as an employee, commencing on the date the Participant was first
employed by the Controlled Group and ending on the date he ceases to
perform services for the Controlled Group. At the discretion of the
Committee, a Participant may be granted additional Years of Service for
purposes of determining his Retirement Benefit.
Section 2.2 Usage. Except where otherwise indicated by the context, any
masculine terminology used herein shall also include the feminine and vice
versa, and the definition of any term herein in the singular shall also include
the plural and vice versa.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
Section 3.1 Eligibility. An employee of an Employer shall be eligible to
participate in the Plan only to the extent, and for the period, that he is a
member of a select group of management or highly compensated employees, as such
group is described under Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.
Section 3.2 Participation. An employee who is eligible to participate in
the Plan pursuant to Section 3.1 shall become a Participant at such time and for
such period he is designated as such by the Committee.
ARTICLE IV
RETIREMENT BENEFIT
Section 4.1 Retirement Benefit. Except for Participants described in
Section 4.4, the Retirement Benefit for a Participant who retires from the
employ of his Employer and all Controlled Group Members on or after his Normal
Retirement Date shall be an annual benefit, expressed as a single life annuity
payable over
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the Participant's life, in an amount equal to (a) minus (b), multiplied by the
Participant's Participation Factor, where:
(a) = one and four hundred forty-five thousandths percent (1.445%) of
such Participant's Final Average Pay multiplied by his Years of
Service, but not greater than sixty-five percent (65%) of the
Participant's Final Average Pay; and
(b) = (i) the Social Security Benefit; plus
(ii) the Participant's Qualified Plan Benefit, determined as of
the valuation date(s) under the applicable plans that
immediately precede the date the Participant retires and
becomes entitled to the distribution of his Benefit under
Article V or Article VI.
For purposes of making the calculation in Subsection (a) of this Section,
Years of Service earned after the last day of the Plan Year in which the
Participant attains age sixty-five (65) shall not be counted.
Section 4.2 Early Retirement Benefit. Except for Participants described in
Section 4.4, the Retirement Benefit for a Participant who retires from the
employ of his Employer and all Controlled Group Members on or after his Early
Retirement Date (but prior to his Normal Retirement Date) shall be the annual
benefit computed under Section 4.1, but based on a projected Social Security
Benefit equal to the maximum annual benefit payable under the provisions of the
Social Security Act as in effect on the date of such retirement indexed forward
to the Participant's Normal Retirement Date, and the annual Benefit so computed
shall be reduced based on the Participant's attained age when his Benefit
hereunder commences, according to the following table:
PARTICIPANT'S ATTAINED AGE PERCENT REDUCTION
AT BENEFIT COMMENCEMENT IN BENEFIT
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55 36%
56 30%
57 24%
58 17%
59 9%
60 or later 0%
Section 4.3 Vesting.
(a) Except as provided below or as otherwise provided in Section 4.4,
a Participant who is in the active employ of an Employer shall have a
vested right to his Benefit only upon the occurrence of any of the
following:
(i) with approval by the Committee, the attainment of his Early
Retirement Date;
(ii) the attainment of his Normal Retirement Date;
(iii) his death prior to actual retirement; or
(iv) his Disability prior to actual retirement.
(b) Notwithstanding the preceding, a Participant's Benefits hereunder
shall be forfeited, and no Benefits shall be payable hereunder with respect
to him or his beneficiaries, in the event of:
(i) his Termination for Cause prior to receiving all or a portion
of his Benefit; or
(ii) his termination of employment with all Controlled Group Members
prior to satisfying the requirements for vesting set forth in
Subsection (a) of this Section.
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Section 4.4 Other Retirement Benefits. In lieu of the Benefit provided
under Section 4.1 or 4.2, the Committee may, in its sole discretion, determine
to provide a Participant with an alternative supplemental pension benefit under
this Plan, provided that the Company and such Participant negotiate or have
previously negotiated a supplemental pension arrangement that provides for
amounts to be paid other than the Benefits otherwise provided pursuant to the
other terms hereof. The amount of such Participant's supplemental pension, the
manner of payment thereof and any other terms or conditions applicable thereto
shall be as set forth in the agreement between the Company and the Participant
with respect to such arrangement. Articles VII, VIII and IX of the Plan shall
apply to the supplemental pension payable pursuant to any such arrangement to
the extent such Articles do not conflict with the provisions of such agreement.
ARTICLE V
PAYMENT OF RETIREMENT BENEFIT
Section 5.1 Payment of Retirement Benefits. A Participant who retires
under this Plan from the employ of his Employer and all Controlled Group Members
on or after his Normal Retirement Date or Early Retirement Date shall then be
entitled to, and shall receive, a Retirement Benefit, determined in accordance
with Section 4.1 or 4.2, as applicable. Such Benefit shall commence to be paid
not later than ninety (90) days following the date the Participant's retirement
from his Employer becomes effective.
Section 5.2 Form of Retirement Benefits. To the extent a Benefit is
payable to a Participant under Section 5.1, it shall be paid in the form of a
single life annuity, or any actuarially equivalent survivor annuity (determined
using a mortality assumption selected by the Committee in its sole discretion).
Notwithstanding the preceding, at the discretion of the Committee, such Benefit
may be paid in the form of a single lump sum that is the actuarially equivalent
to such single life annuity. Such actuarial equivalence shall be determined
using a mortality assumption selected by the Committee in its sole discretion
and an assumed interest rate of eight percent (8%).
Section 5.3 Payment Procedure. The Employer shall establish and maintain
an Account for each Participant and beneficiary who is receiving a Benefit under
the Plan. Immediately prior to any distribution hereunder to any Participant or
beneficiary, the Employer shall credit the amount of such distribution to such
Account and then immediately distribute or commence to distribute the amount so
credited to the Participant, or as applicable, to his beneficiary. Neither the
Participant nor his beneficiary(s) shall have any interest or right in any such
Account at any time. All amounts credited to the Accounts established under the
Plan shall be credited solely for the purpose of effecting distributions
hereunder and shall remain assets of the Employer subject to the claims of such
Employer's general creditors.
ARTICLE VI
PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY
Section 6.1 Commencement of Benefit Payments. If a Participant dies or
becomes Disabled while employed by his Employer but prior to becoming entitled
to a Retirement Benefit under Section 5.1 of this Plan, he or his beneficiary or
beneficiaries shall then be entitled to, and shall receive, a Benefit computed
under Section 4.2, as if the Participant had retired immediately prior to his
death or Disability and, if such death or Disability occurred prior to his
attainment of age fifty-five (55), as if he had attained such age. The Committee
may, in its sole discretion, provide that the amount of the such Retirement
Benefit shall be enhanced (including, but limited to, an enhancement that takes
into account projected additional Years of Service or increases in Compensation
that would have occurred absent the Participant's death or Disability). Any
Benefit payable under this paragraph shall be paid in a single lump sum (as
determined in accordance with Section 5.2) within ninety (90) days following the
date the Administrator is notified of the Participant's death or Disability and
the Committee has determined that such Benefit is payable.
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If a Participant dies or becomes Disabled after becoming entitled to a
Retirement Benefit under Section 5.1 but prior to receiving his entire Benefit
under the Plan, the remaining Benefit otherwise payable with respect to the
Participant shall be paid to him or his beneficiary or beneficiaries in a single
lump-sum amount within ninety (90) days following the date on which the
Administrator is notified of the Participant's death or Disability, as
applicable, unless such remaining Benefit is to be paid in the form of a
survivor annuity. If such remaining benefit is payable in the form of a survivor
annuity, the Participant's beneficiary shall begin to receive such payments
within ninety (90) days following the date on which the Administrator is
notified of the Participant's death.
Section 6.2 Designation of Beneficiary. A Participant may, by written
instruction delivered to the Administrator during the Participant's lifetime,
designate one or more primary and contingent beneficiaries to receive the
Retirement Benefit which may be payable hereunder following the Participant's
death, and may designate the proportions in which such beneficiaries are to
receive such payments. A Participant may change such designations from time to
time, and the last written designation filed with the Administrator prior to the
Participant's death shall control. If a Participant fails to specifically
designate a beneficiary, or if no designated beneficiary survives the
Participant, payment shall be made by the Administrator in the following order
of priority:
(a) to the Participant's surviving spouse; or if none,
(b) to the Participant's children, per stirpes; or if none,
(c) to the Participant's estate.
ARTICLE VII
ADMINISTRATION
Section 7.1 General. The Company shall appoint the Administrator,
consisting of two or more individuals who have accepted appointment thereto. The
members of the Administrator shall serve at the discretion of the Company and
may resign by written notice to the Company. Vacancies in the Administrator
shall be filled by the Company. Except as otherwise specifically provided in the
Plan, the Administrator shall be responsible for administration of the Plan. The
Administrator shall be the "named fiduciary" within the meaning of Section
402(c)(2) of ERISA.
Section 7.2 Administrative Rules. The Administrator may adopt such rules
of procedure as it deems desirable for the conduct of its affairs, except to the
extent that such rules conflict with the provisions of the Plan.
Section 7.3 Duties. The Administrator shall have the following rights,
powers and duties:
(a) The decision of the Administrator in matters within its
jurisdiction shall be final, binding and conclusive upon the Employers and
upon any other person affected by such decision, subject to the claims
procedure hereinafter set forth.
(b) The Administrator shall have the sole and absolute duty and
authority to interpret and construe the provisions of the Plan, to
determine eligibility for Benefits and the appropriate amount of any
Benefits, to decide any question which may arise regarding the rights of
employees, Participants and beneficiaries and the amounts of their
respective interests, to construe any ambiguous provision of the Plan, to
correct any defect, supply any omission or reconcile any inconsistency, to
adopt such rules and to exercise such powers as the Administrator may deem
necessary for the administration of the Plan, and to exercise any other
rights, powers or privileges granted to the Administrator by the terms of
the Plan.
(c) The Administrator may appoint such agents, counsel, accountants,
consultants and other persons as it deems necessary to assist in the
administration of the Plan, including, without limitation, employees of an
Employer.
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(d) The Administrator shall periodically report to the Board with
respect to the status of the Plan.
Section 7.4 Fees. No fee or compensation shall be paid to any person for
services as the Administrator.
Section 7.5 Limitation of Actions. No individual acting on behalf of the
Administrator pursuant to this Article shall have any right to vote upon or
decide any matters relating solely to his own rights under the Plan.
ARTICLE VIII
CLAIMS PROCEDURE
Section 8.1 General. Any claim for Benefits under the Plan shall be filed
by the Participant or beneficiary ("claimant") on the form prescribed for such
purpose with the Administrator. A decision on a claim shall be made within
ninety (90) days after receipt of the claim by the Administrator, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered within a reasonable period of time, but not later
than one hundred and eighty (180) days after receipt of the claim.
Section 8.2 Denials. If a claim under the Plan is wholly or partially
denied, written notice of the decision shall be furnished to the claimant by the
Administrator. Such notice shall be written in a manner calculated to be
understood by the claimant and shall set forth:
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent provision of the Plan upon
which the denial is based;
(c) a description of any additional material or information necessary
for the claimant to perfect the claim; and
(d) an explanation of the claim review procedure under Sections 8.3
and 8.4.
Section 8.3 Appeals Procedure. In order that a claimant may appeal a
denial of a claim, the claimant or the claimant's duly authorized representative
may:
(a) request a review by written application to the Administrator, or
its designate, no later than sixty (60) days after receipt by the claimant
of written notification of denial of a claim;
(b) review pertinent documents; and
(c) submit issues and comments in writing.
Section 8.4 Review. A decision on review of a denied claim shall be made
not later than sixty (60) days after receipt of a request for review, unless
special circumstances require an extension of time for processing, in which case
a decision shall be rendered within a reasonable period of time, but not later
than one hundred and twenty (120) days after receipt of a request for review.
The decision on review shall be in writing, shall be written in a manner
calculated to be understood by the claimant, shall include the specific
reason(s) for the decision and the specific reference(s) to the pertinent
provisions of the Plan on which the decision is based and shall, to the extent
permitted by law, be final and binding on all interested persons.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1 Amendment and Termination. The Company reserves the right to
amend or terminate the Plan in any manner that it deems advisable and at any
time, by a resolution of the Board. Notwithstanding the preceding, no amendment
or termination of the Plan shall reduce the vested Benefit of any Participant
determined as of the day immediately preceding the effective date of such
amendment or termination.
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Section 9.2 No Assignment. A Participant shall not have the power, without
the consent of the Administrator, to pledge, transfer, assign, anticipate,
mortgage or otherwise encumber or dispose of in advance any interest in amounts
payable hereunder or any of the payments provided for herein, nor shall any
interest in amounts payable hereunder or in any payments be subject to seizure
for payments of any debts, judgments, alimony or separate maintenance, or be
reached or transferred by operation of law in the event of bankruptcy,
insolvency or otherwise. If a Participant (or beneficiary) attempts to pledge,
transfer, assign, anticipate, mortgage or otherwise encumber or dispose of in
advance any interest in a Participant's (or beneficiary's) Benefit, or if by
reason of his bankruptcy or other event that would permit any other individual
to obtain his right to his Benefit, he would not be able to enjoy his Benefit,
the Administrator may, in its sole discretion, terminate the Participant's (or
beneficiary's) interest in any Benefit to the extent the Administrator considers
it necessary or advisable to prevent or limit the effects of such occurrence.
Such termination shall be effected by filing a declaration with the Company and
delivering a copy of such declaration to the Participant (or beneficiary).
Any Benefit affected by such termination of interests shall be retained by
the Company and, in the Administrator's sole discretion, may be paid or expended
for the benefit of the affected Participant (or beneficiary), his spouse, his
children or any other person dependent upon him, in such manner as the
Administrator determines is proper.
Section 9.3 Successors and Assigns. The provisions of the Plan are binding
upon and inure to the benefit of each Employer, its successors and assigns, and
the Participant, his beneficiaries, heirs, legal representatives and assigns.
Section 9.4 Governing Law. The Plan shall be subject to and construed in
accordance with the laws of the State of Ohio, except to the extent pre-empted
by applicable Federal law.
Section 9.5 No Guarantee of Employment. Nothing contained in the Plan
shall be construed as a contract of employment or deemed to give any Participant
the right to be retained in the employ of any Controlled Group Member or any
equity or other interest in the assets, business or affairs of a Controlled
Group Member. No Participant hereunder shall have a security interest in assets
of an Employer used to make contributions or pay benefits.
Section 9.6 Severability. If any provision of the Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan, but the Plan shall be construed and
enforced as if such illegal or invalid provision had never been included herein.
Section 9.7 Notification of Addresses. Each Participant and each
beneficiary shall file with the Administrator, from time to time, in writing,
the post office address of the Participant, the post office address of each
beneficiary, and each change of post office address. Any communication,
statement or notice addressed to the last post office address filed with the
Administrator (or if no address was filed, then to the last post office address
of the Participant or beneficiary as shown on the Employer's records) shall be
binding on the Participant and each beneficiary for all purposes of the Plan and
neither the Administrator nor any Employer shall be obligated to search for or
ascertain the whereabouts of any Participant or beneficiary.
Section 9.8 Bonding. The Administrator and all agents and advisors
employed by it shall not be required to be bonded.
Section 9.9 Withdrawal of Employer. An Employer (other than the Company)
may withdraw from participation in the Plan and such withdrawal shall constitute
a termination of the Plan as to that Employer; provided, however, that the
Employer shall continue to be treated as an Employer under the Plan with respect
to those Participants (and beneficiaries) to whom the Employer owes a continuing
obligation under the Plan. An Employer may withdraw by executing a written
instrument of withdrawal, approved by its board of directors, and such
withdrawal shall be effective on the date designated in the instrument or, if no
date is specified, on the date of execution of the instrument.
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ARTICLE X
FUNDING
The entire cost of this Plan shall be paid from the general assets of the
Employer. No liability for the payment of benefits under the Plan shall be
imposed upon any officer, trustee, employee, or agent of an Employer.
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The undersigned, pursuant to the approval of the Board on July 21, 1994,
does herewith execute The Lincoln Electric Company Supplemental Executive
Retirement Plan.
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Chairman of the Board of Directors
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