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EXHIBIT 10C
AMENDMENT NO. 2
to
THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Lincoln Electric Company Supplemental Executive Retirement Plan,
effective January 1, 1994, is hereby amended, effective September 28, 1995,
pursuant to Section 9.1 thereof, as follows:
1. Section 2.1 shall be amended by adding thereto the following:
"SPOUSE" means the person to whom a Participant is legally married at
the specified time.
2. Article VI shall be amended to read as follows:
ARTICLE VI
PAYMENT OF BENEFIT ON OR AFTER DEATH OR DISABILITY
Section 6.1 Commencement of Benefit Payments Before Vesting.
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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, the Committee may provide that the Participant or his surviving Spouse
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.
Section 6.2 Commencement of Benefit Payments After Vesting.
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If a Participant dies or becomes Disabled while employed by his
Employer after becoming entitled to a Retirement Benefit under Section 5.1 but
prior to commencing the receipt of his Benefit, he or his surviving Spouse
shall receive a Benefit computed under Section 4.2 as if the Participant had
retired immediately prior to his death or Disability at his then attained Age.
Section 6.3 Form of Payment.
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Any Benefit payable under this Article VI to a Participant who is
Disabled shall be paid in any form permitted under and determined in accordance
with Section 5.2. Any Benefit payable under this Article to the Spouse of a
Participant who has died prior to commencing the receipt of his Benefit shall
be paid
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in the form of a 100% pre-retirement spouse annuity based upon the
Participant's Benefit as though he had retired the day before his death and
elected a 100% joint and survivor annuity form of benefit with his Spouse as
the survivor beneficiary and determined in accordance with Section 5.2.
Section 6.4 Committee Action.
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The Committee may, in its sole discretion, provide that the amount of
the Retirement Benefit payable on death or Disability 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).
The undersigned, pursuant to the approval of the Board on September
28, 1995, does herewith execute this Amendment No. 2 to The Lincoln Electric
Company Supplemental Executive Retirement Plan.
/s/ Donald F. Hastings
----------------------------------
Chairman of the Board of Directors
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Amendment No. 1
to
The Lincoln Electric company
Supplemental Executive Retirement Plan
The Lincoln Electric Company Supplemental Executive Retirement Plan,
effective January 1, 1994, is hereby amended, pursuant to Section 9.1 thereof,
as follows:
1. A new Section 4.5 shall be added to the Plan to read as follows:
Section 4.5 MAXIMUM RETIREMENT BENEFIT. Anything in this Plan to the
contrary notwithstanding, the maximum Retirement Benefit payable under
this Plan for a Participant shall not exceed $300,000, expressed as a
single life annuity payable over the Participant's life, unless otherwise
determined by the Committee.
2. The definition of "compensation" in Section 2.1 shall be amended and
restated to read as follows:
"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 EXCLUDING ANY COMPENSATION RELATED TO EQUITY SECURITIES OF THE
COMPANY (INCLUDING COMPENSATION RESULTING FROM SECTION 83(B) ELECTIONS
UNDER THE CODE) AND 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 non-qualified
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deferred compensation plan of the Controlled Group. (new language
underlined)
3. The third sentence of the definition of "Qualified Plan Benefit"
in Section 2.1 shall be amended and restated as follows:
For purposes of this definition, "employer-provided benefits" means
all qualified retirement benefits funded exclusively by employer
contributions (and earnings thereon), and shall include any previous
distribution of such benefits made prior to a Participant's ATTAINMENT OF
AGE 65 OR THE ACTUAL RETIREMENT DATE, IF EARLIER, including, but not
limited to, in-service withdrawals, retirement and disability benefits, or
distributions pursuant to any domestic relations order. (new language
underlined)
The undersigned, pursuant to the approval of the Board on May 24,
1995, does herewith execute this Amendment No. 1 to The Lincoln Electric
Company Supplemental Executive Retirement Plan.
/s/ D. F. Hastings
-----------------------------------
Chairman of the Board of Directors
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THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Working Copy, including Amendments Nos. 1 and 2
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THE LINCOLN ELECTRIC COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
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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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2 Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV - RETIREMENT BENEFIT
Section 4.1 Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.2 Early Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.3 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4.4 Other Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4.5 Maximum Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE V - PAYMENT OF RETIREMENT BENEFIT
Section 5.1 Payment of Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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
Before Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6.2 Commencement of Benefit Payments
After Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6.3 Form of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 6.4 Committee Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VII - ADMINISTRATION
Section 7.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 7.2 Administrative Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.3 Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.4 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.5 Limitation of Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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Page
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ARTICLE VIII- CLAIMS PROCEDURE
Section 8.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8.2 Denials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8.3 Appeals Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8.4 Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 9.1 Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 9.2 No Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 9.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 9.4 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 9.5 No Guarantee of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9.7 Notification of Addresses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9.8 Bonding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9.9 Withdrawal of Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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:
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"ACCOUNT" means the account established on behalf of the Participant as
described in Section 5.3.
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"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 excluding any
compensation related to equity securities of the Company (including
compensation resulting from Section 83(b) elections under the Code) and
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.
"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.
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"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
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this definition, "employer-provided benefits" means all qualified retirement
benefits funded exclusively by employer contributions (and earnings thereon),
and shall include any previous distribution of such benefits made prior to a
Participant's attainment of age 65 or the actual retirement date, if earlier,
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.
"SPOUSE" means the person to whom a Participant is legally married at the
specified time.
"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.
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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 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.
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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
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(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.
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.
SECTION 4.5 MAXIMUM RETIREMENT BENEFIT. Anything in this Plan to the contrary
notwithstanding, the maximum Retirement Benefit payable under this Plan for a
Participant shall not exceed $300,000, expressed as a single life annuity
payable over the Participant's life, unless otherwise determined by the
Committee.
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%).
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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 BEFORE VESTING. 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, the Committee may provide
that the Participant or his surviving Spouse 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.
SECTION 6.2 COMMENCEMENT OF BENEFIT PAYMENTS AFTER VESTING. If a Participant
dies or becomes Disabled while employed by his Employer after becoming entitled
to a Retirement Benefit under Section 5.1 but prior to commencing the receipt
of his Benefit, he or his surviving Spouse shall receive a Benefit computed
under Section 4.2 as if the Participant had retired immediately prior to his
death or Disability at his then attained age.
SECTION 6.3 FORM OF PAYMENT. Any Benefit payable under this Article VI to a
Participant who is Disabled shall be paid in any form permitted under and
determined in accordance with Section 5.2. Any Benefit payable under this
Article to the Spouse of a Participant who has died prior to commencing the
receipt of his Benefit shall be paid in the form of a 100% pre-retirement
spouse annuity based upon the Participant's Benefit as though he had retired
the day before his death and elected a 100% joint and survivor annuity form of
benefit with his Spouse as the survivor beneficiary and determined in
accordance with Section 5.2.
SECTION 6.4 COMMITTEE ACTION. The Committee may, in its sole discretion,
provide that the amount of the Retirement Benefit payable on death or
Disability shall be enhanced (including, but limited to, an enhancement that
takes into account projected additional Years of Service or increases in
Compensation that
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would have occurred absent the Participant's death or Disability).
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
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(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.
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
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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
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date designated in the instrument or, if no date is specified, on the date of
execution of the instrument.
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.
************
The undersigned, pursuant to the approval of the Board on July 21, 1994, does
herewith execute The Lincoln Electric Company Supplemental Executive Retirement
Plan.
/s/ Donald F. Hastings
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Chairman of the Board of Directors
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