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Exhibit 4(c)
THE LINCOLN ELECTRIC COMPANY
1995 LINCOLN STOCK PURCHASE PLAN
1. Purpose. The purpose of the Lincoln Stock Purchase Plan (the "Plan")
is to provide a means for employees of The Lincoln Electric Company, an Ohio
corporation (the "Company"), and its subsidiaries to acquire a proprietary
interest (or increase an existing proprietary interest) in the Company through
the purchase of common shares of the Company.
2. Definitions. As used in the Plan,
"Account" means an account established for a Participant pursuant to
the Plan.
"Agent" means the bank, trust company, broker or other agent or agents
selected by the Committee to carry out specified functions under the Plan.
An employee or other affiliate of the Company may serve as the Agent.
"Board" means the Board of Directors of the Company.
"Committee" means the Committee referred to in Section 8(a) hereof.
"Non-Voting Shares" means the Class A Common Shares, without par
value, of the Company.
"Participant" means an eligible employee who has elected to purchase
shares under the Plan and who has not withdrawn all of the shares from his
or her Account.
"Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
time by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, or any successor rule to the same effect.
"Rules" shall mean the Rules adopted by the Committee for the
administration of the Plan.
"Subsidiary" means any corporation or other legal entity in which the
Company owns, directly or indirectly, an equity interest and which has been
designated by the Committee as an entity whose employees may participate in
the Plan.
"Voting Shares" means the Common Shares, without par value, of the
Company.
3. Eligibility. Except to the extent that the Committee may establish
limitations on participation in the Plan, any employee (including any officer,
whether or not such officer is also a director of the Company) who has been in
the employ of the Company or any Subsidiary for at least one year shall be
eligible to participate in the Plan. An eligible employee may elect to purchase
either Voting Shares or Non-Voting Shares or both in any particular year to the
extent the same are made available for purchase pursuant to the Plan.
4. Purchase of Shares in the Open Market. Each eligible employee shall be
entitled to purchase up to $10,000 worth of Voting Shares or Non-Voting Shares,
as the employee may elect, per year. Any eligible employee may elect to purchase
any or all of the shares so made available to him or her by filing an election
on the form and in the manner prescribed by the Committee and authorizing the
Company to periodically withhold from any compensation otherwise payable to him
or her the amounts necessary to purchase and pay for such shares. Amounts so
withheld, combined with the funds of other Participants, shall be transferred
periodically to the Agent and applied by the Agent to the purchase of such
shares in the open market at prices prevailing from time to time. To the extent
shares of the class elected by an employee are not reasonably available for
purchase in the open market when required by the Agent, the Agent may substitute
shares of the other class. All such shares purchased by the Agent shall
thereupon be credited to the employees' Accounts.
5. Purchase of Shares from the Company. (a) In addition to any shares
that are made available pursuant to Section 4 hereof, the Committee may from
time to time determine a number of shares to be offered to each eligible
employee by the Company for purchase under the Plan each year and whether such
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shares shall be Voting Shares or Non-Voting Shares or a combination thereof. In
no event shall an eligible employee be entitled to purchase more than 800 shares
per year pursuant to this Section 5. Unless otherwise determined by the
Committee, the subscription period for any shares so offered shall commence one
week after the filing with the Securities and Exchange Commission of the
Company's quarterly report on Form 10-Q for the third quarter of each year and
shall end on December 15 each year. The purchase price per share shall be the
fair market value per share (as determined by the Committee) on the last day of
the subscription period of the shares to be sold or if there is no trading of
such shares on such last day, the next succeeding trading day.
(b) Any eligible employee may elect to purchase any or all of the shares
offered to him or her pursuant to this Section 5 by filing an election on the
form and in the manner prescribed by the Committee. Unless otherwise determined
by the Committee, such election may be revoked by the employee up until the
close of business on the last day of the subscription period. Such employee
shall promptly pay for the shares so subscribed for in a lump sum either in
cash, through withholding from compensation otherwise payable to him or her or
by such other medium of payment as the Committee may approve. Unless otherwise
determined by the Committee, amounts so paid by such employee shall be applied
by the Company to the purchase of such shares from the Company, and the shares
so purchased shall thereupon be transferred to the Agent and credited to the
employee's Account.
(c) Subject to adjustment as provided in Section 7 hereof, the aggregate
number of Voting Shares and Non-Voting Shares issued or transferred and sold by
the Company under the Plan shall not exceed 1,250,000. Such shares may be shares
of original issuance or treasury shares.
6. Accounts. Shares credited to the Accounts of Participants shall be
held in the names and on behalf of the Participants by the Agent. Cash dividends
shall be reinvested by the Agent in Voting Shares or Non-Voting Shares, which
shall be added to the Participants' Accounts. To the extent practicable,
dividends shall be reinvested in shares of the same class purchased by the agent
in the open market. If shares of either class are not reasonably available for
purchase on the open market when required by the Agent, the Agent may reinvest
dividends in the other class of shares. If shares of such other class are not so
available, the Agent may offer to purchase shares of either class from the
Company or take such other action as the Committee may approve. Participants
shall be entitled to exercise all such voting rights as may be applicable to
shares credited to their Accounts. Any Participant may elect to withdraw any or
all of the shares from his or her Account at any time, whereupon such
Participant shall be entitled to receive a certificate or certificates
representing the number of full shares withdrawn, together with cash for any
fractional share. The Committee may, however, require that a minimum number of
shares be maintained in a Participant's Account if less than all shares are
withdrawn.
7. Adjustments Upon Changes in Capitalization. The Committee may make or
provide for such adjustments in the number or kind of shares or other securities
that may be sold under the Plan as the Committee in its sole discretion,
exercised in good faith, may determine is required to reflect (a) any stock
dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, (b) any merger, consolidation,
separation, reorganization, partial or complete liquidation, issuance of rights
or warrants to purchase stock, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing.
8. Administration. (a) This Plan shall be administered by the
Compensation Committee of the Board. A majority of the Committee shall
constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously
approved by the members of the Committee in writing, shall be the acts of the
Committee. The Committee may adopt and from time to time amend, modify or
terminate the Rules. Any action required by the Plan to be taken by the
Committee may be taken through the Rules or by separate Committee action. The
Committee shall appoint the Agent and may delegate to it any of its powers or
duties under the Plan except its authority to exercise discretion with respect
to the amount, timing and pricing of the offering of shares pursuant to Section
5 hereof.
(b) The interpretation and construction by the Committee of any provision
of the Plan, the Rules or any related agreement, notification or document, and
any determination by the Committee pursuant to any
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provision of the Plan, the Rules or any such agreement, notification or
document, shall be final and conclusive. No member of the Committee shall be
liable to any person, including, without limitation, any Participant and any
person claiming by, through or under such Participant, for any such action taken
or determination made in good faith.
(c) All fees and expenses of the Plan shall be paid by the Company,
including, without limitation, the fees and expenses of the Agent and all
brokerage commissions incurred in connection with the purchase of shares in the
open market.
9. Amendments. This Plan may be amended from time to time by the
Committee; provided, however, except as expressly authorized by this Plan, no
such amendment shall cause the Plan to cease to satisfy any applicable condition
of Rule 16b-3, without the further approval of the shareholders of the Company.
10. International Employees. In order to further the purposes of the
Plan, the Committee may provide for such special terms for purchases of shares
by Participants who are foreign nationals or who are employed by the Company or
any Subsidiary outside of the United States of America as the Committee may
consider necessary or appropriate to accommodate differences in local law, tax
policy or custom. Moreover, the Committee may approve such supplements to or
amendments, restatements or alternative versions of this Plan as it may consider
necessary or appropriate for such purposes, without thereby affecting the terms
of this Plan as in effect for any other purpose, and the Secretary or other
appropriate officer of the Company may certify any such document as having been
approved and adopted in the same manner as this Plan. No such special terms,
supplements, amendments or restatements, however, shall include any provisions
that are inconsistent with the terms of this Plan as then in effect unless this
Plan could have been amended to eliminate such inconsistency without further
approval by the shareholders of the Company.
11. Miscellaneous. (a) To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant under the Plan, it shall be a
condition to the receipt of any such payment or the realization of any such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of any taxes required to be withheld.
(b) The Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any Subsidiary
and shall not interfere in any way with any right that the Company or any
Subsidiary would otherwise have to terminate any Participant's employment or
other service at any time.
(c) Participation in the Plan shall not preclude a Participant from
participating in any other stock purchase plan of the Company, including,
without limitation, any Company stock fund created under any 401(k) savings
plan.
(d) The Plan is intended to comply with Rule 16b-3 as in effect prior to
May 1, 1991. The Committee may at any time elect that Rule 16b-3 as in effect on
and after such date shall apply to the Plan.
(e) Effectiveness of the Plan is subject to approval of the Plan by the
Company's shareholders, and the Plan shall be implemented by the Committee
following consummation of the Recapitalization Amendment contemplated by the
Company's Proxy Statement for its annual meeting to be held in 1995.