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EXHIBIT 10(e)
[LINCOLN ELECTRIC LOGO]
THE LINCOLN ELECTRIC COMPANY
22801 St. Clair Avenue
Cleveland, Ohio 44117-1199 U.S.A.
(216) 481-8100
July 14, 1993
Mr. Anthony A. Massaro
701 Osage Road
Pittsburgh, PA 15243
Dear Tony:
It is with pleasure that we extend to you an offer to join the Lincoln
Electric Company on August 1, 1993. Your position is Director, International
Operations, and you will report to me.
Your compensation will include an annual base salary of $240,000, payable
according to our standard payroll schedule. Such salary will be subject to our
normal area wage index except for any periods during which the then current
indexed salary would be reduced. For such periods, the salary paid will be
unchanged until the multiplier causes the indexed salary to exceed the salary
being paid.
Lincoln Electric will provide you with $50,000 of term life insurance.
You will be eligible for participation in our Employee Stock Purchase Plan
in the same manner as other Lincoln Electric employees.
You will participate in the Lincoln Electric retirement annuity program in
the same manner as other employees of the company. Additionally, you will
participate in a non-qualified, non-funded Supplemental Employee Retirement Plan
(SERP), which includes a requirement for forty years of service with the company
and retirement at age 65 or later. In this regard, we will credit you with
twenty-four years at your starting date. The plan is designed to provide at age
65, 65% of the average income of the three best years out of the previous seven.
The 65% will be made up of: our qualified plan, social security and retirement
benefits under any retirement or annuity program provided by previous employers
and our non-qualified plan. The SERP will be protected by a "Rabbi-Trust". The
SERP becomes payable should you leave for reasons other than cause. Its payment
amount if paid prior to age 65 will be at 56% through 1994, rising by one
percentage point each following year until it reaches 65%, and with a reduction
for service short of 40 years based upon multiplying the payable amount by the
ratio of qualified service to forty years, and actuarily reduced based on age.
It is understood that should you voluntarily leave the Company prior to age 65,
no entitlements to the SERP exist.
The twenty-four years' credit relative to the Supplemental Employee
Retirement Plan and vacation schedule will also be credited to other applicable
benefit programs, except for Quarter Century Club membership and service pin
entitlements.
Normally, we provide two weeks of paid vacation after one year of full time
employment, three weeks after thirteen years, four weeks after twenty years, and
five weeks after twenty-five years. In your case, we will credit you with the
same twenty-four year period referenced above; thus, you will be entitled to
four weeks of vacation during your first year.
We will cover your moving expenses from your home to the Cleveland area,
including all closing costs, through June 1, 1994 in accordance with the Lincoln
Electric Domestic Moving Policy.
On your third anniversary with Lincoln, we will review with you the terms
of your employment for the purpose of developing a salary base and incentive
bonus compensation package as it applies to all other Lincoln Electric
employees. Total compensation at that point will be at least equal to your then
existing base salary.
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Although we fully expect a long and productive relationship, you will be
covered by an executive severance equal to one year's base salary if you are
asked to leave the Company, for reasons other than for cause, or your duties are
substantially reduced.
Our employment offer is contingent upon resolution of the following issues:
That you will not be in breach of any obligations to prior employers or other
third parties by entering into employment with the Lincoln Electric Company in
the position and manner discussed, and that you agree that you will, under no
circumstances use or disclose information which is confidential or proprietary
to your previous employer while in the employ of Lincoln Electric.
Yours very truly,
/s/ D. F. Hastings
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Chairman and
Chief Executive Officer
D. F. Hastings:ds
Accepted:
/s/ Anthony A. Massaro
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Anthony A. Massaro
July 14, 1993
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Date
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EXHIBIT 10(e)
THE LINCOLN ELECTRIC COMPANY
INTERNATIONAL ASSIGNMENT CONTRACT
ANTHONY A. MASSARO
ASSIGNMENT LETTER
This letter confirms our mutual understanding of the terms and conditions
applying to your employment with the company as President & CEO, LE Europe in
U.K. subject to your acceptance of the terms and conditions as outlined in this
letter. The effective date of your international assignment is January 1, 1994.
Your home country has been designated as Pittsburgh, PA, USA.
Your assignment is expected to last 2 years, but not more than 5 years,
except as mutually agreed.
Your base salary and benefits have been designed to provide you with a
level of income and benefits comparable to those you would have received in your
home country.
The terms and conditions outlined in this letter will be in effect only for
the period of this assignment. When you return home at the completion of your
assignment, you will stop receiving any premiums, allowances, and/or
differentials provided under this program.
ELEMENTS OF COMPENSATION
BASE SALARY
Your base salary is currently $240,000 per year. This will be increased to
$288,000 beginning January 1, 1994. The Compensation Committee may consider a
bonus based on the results in Europe and the financial health of the company as
a whole.
TAXES
In order to equalize your tax bill with that of your counterpart in your
home country while you are on international assignment, hypothetical U.S. state
and local taxes will be deducted periodically from your total salary. At year
end, the company will reimburse the difference between a theoretical home
country tax and taxes actually paid in both the U.S. and the assignment country.
The accounting firm Ernst & Young will prepare your foreign and U.S. tax
returns and will assist the company by providing the information necessary to
compute your tax reimbursement. You are responsible for providing all your tax
information to Ernst & Young on a timely basis by completing their questionnaire
and for ultimate filing of all your tax returns.
COST OF LIVING
An annual cost of living differential of $48,000 will be used to equalize
the costs of goods and services in your international assignment country with
those in your home country.
HOUSING
The company will pay your actual cost of rental housing up to a maximum of
45,000 English Pounds annually in England including all utilities.
FOREIGN ASSIGNMENT PREMIUM
You will receive a foreign assignment premium of 10 percent of base salary,
or $2,400 per month. The company provides you with this incentive in recognition
of your dedication in undertaking your international assignment. You will
receive the first year's premium of $28,800 as a lump sum payment prior to
January 1, 1994.
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METHOD OF TIMING OF PAYMENTS
Your total compensation will probably be paid partially in U.S. dollars and
partially in the foreign currency of your country of assignment. In general,
your cost of living differential will be remitted to you in foreign currency,
when possible. All other amounts will be deposited in U.S. dollars via wire
transfer to the account you designate (local or U.S.). Note that in special
circumstances U.S. and/or foreign tax considerations may influence the timing
and method of payment. In these cases, the company may work with tax consultants
in order to minimize taxes wherever possible without undue inconvenience to you.
RELOCATION ALLOWANCE
A one-time relocation allowance of $20,000 will be paid to you before
January 1, 1994. This allowance is designed to aid you with the purchase of
luggage, hardware, and other incidental expenses related to your move.
SHIPPING/STORAGE
The company will assume all reasonable expenses incurred for insuring and
shipping your personal effects to your final destination. The company will also
pay for any import duties and other expenses necessary for the actual delivery
of these goods, as well as for storage of goods that remain in the home country.
EDUCATION
FOREIGN LANGUAGE
The company will reimburse you and your spouse for appropriate language
courses.
DEPENDENTS
The company will pay education allowance in order to provide elementary
education for your child which is equivalent to that of public education in your
home country.
AUTOMOBILES
The company will protect you on the loss resulting from the forced sale of
your domestic auto prior to your transfer to your country of assignment. When on
assignment, a leased car will be provided for you.
HOME LEAVE
You are eligible for two home leaves per year. The actual cost of business
class air fare for you and your family will be paid by the company for
round-trip travel from U.K. to Pittsburgh, PA. Incidental expenses en route will
also be covered.
REPATRIATION
Normally, employees returning from international assignments will return to
their home-country department for reassignment. Relocation (travel, shipping,
and temporary living expenses) policies as noted above will apply to
repatriation.
TERMINATION
If you terminate while abroad either at your own or the company's option,
the company will pay moving expenses in accordance with the company's domestic
and foreign policy for yourself, your family and your household belongings.
Expenses to your home country will be paid, provided you return within 30 days
of termination. If a company-initiated termination occurs, you will receive
adequate advance notice. Similarly, if you voluntarily terminate, you are
expected to give appropriate notice. If you are provided with leased housing,
you must agree to vacate within 30 days of termination. Termination will require
immediate settlement of all
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outstanding tax, travel, and other advances. Other conditions included in your
original offer letter dated July 14, 1993 will continue to apply.
CONDUCT
Each employee on international assignment is expected to conduct business
affairs with the highest level of integrity. In general, domestic guidelines
should always be followed.
With respect to tax compliance, please note the following:
- The company regards compliance with U.S. and foreign income tax
requirements as a mandatory obligation of the expatriate.
- Expatriates must conduct themselves at all times so as to avoid charges
of tax evasion or abuse, or of violation of local law, which could
jeopardize in any way their standing personally or as a representative of
the company.
- Expatriates are expected to exercise care and attention in minimizing
their liability for U.S. and foreign taxes in accordance with appropriate
principles of tax planning. Expatriates must cooperate with both the
company and the outside tax consultants to ensure that their tax returns
are filed on a timely basis and in such a manner as to produce the lowest
possible tax permitted by law.
AGREEMENT
This agreement is made at Cleveland, Ohio and is subject to all applicable
laws thereof. In the event that any provision of this letter shall be held
invalid or unenforceable by reason of law, such invalidity or unenforceability
shall attach only to such provisions and shall not affect or render invalid or
unenforceable any other provision of this letter.
______________________________________
Donald F. Hastings,
Chairman and Chief Executive Officer
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I agree and accept this assignment
as outlined above.
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Anthony A. Massaro
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Date