1
EXHIBIT 10G
THE LINCOLN ELECTRIC COMPANY
NON-EMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN
2
TABLE OF CONTENTS
Page
----
ARTICLE I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II. DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-----------
Section 2.2. Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
------------
ARTICLE III. PARTICIPATION AND DEFERRALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.1. Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------------------------
(a) Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------
(b) Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-------------
(c) Initial Year of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------------------------
(d) Termination of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
----------------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.2 Amount of Deferral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.3. No Modification of Deferral Commitments . . . . . . . . . . . . . . . . . . . 4
---------------------------------------
ARTICLE IV. DIRECTORS' ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.1. Establishment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-------------------------
Section 4.2. Crediting of Deferred Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 4
--------------------------
Section 4.3. Determination of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-------------------------
(a) Determination of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-------------------------
(b) Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----------
Section 4.4. Adjustments to Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
-----------------------
Section 4.5. Statement of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------------
Section 4.6. Vesting of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-------------------
ARTICLE V. FINANCING OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 5.1. Financing of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------------
Section 5.2. Security for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
---------------------
Section 5.3. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
-----------
ARTICLE VI. DISTRIBUTION OF BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6.1. Settlement Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
---------------
Section 6.2. Amount to Be Distributed . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------------------
Section 6.3. In-Service Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----------------------
Section 6.4. Form of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
--------------------
Section 6.5. Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-----------------------
Section 6.6. Facility of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
-------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
i
3
Page
----
ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 7.1. Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 7.2. Amendment, Termination and Withdrawal . . . . . . . . . . . . . . . . . . . . 8
-------------------------------------
Section 7.3. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
----------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 7.4. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
--------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VIII. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 8.1. No Continuing Right as Director . . . . . . . . . . . . . . . . . . . . . . . 9
-------------------------------
Section 8.2. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
--------------
Section 8.3. Interests Not Transferable . . . . . . . . . . . . . . . . . . . . . . . . . . 9
--------------------------
Section 8.4. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
------------
Section 8.5. Withholding of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
--------------------
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ii
4
THE LINCOLN ELECTRIC COMPANY
NON-EMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN
The Lincoln Electric Company Non-Employee Directors'
Deferred Compensation Plan is made and executed as of the 24th day of May, 1995
and is effective as of May 24, 1995.
ARTICLE I. PURPOSE
THE LINCOLN ELECTRIC COMPANY NON-EMPLOYEE DIRECTORS'
DEFERRED COMPENSATION PLAN is hereby established by The Lincoln Electric
Company to allow directors of the Corporation to defer a portion of their
Directors' Fees. It is intended that the Plan will aid in attracting and
retaining Directors of exceptional ability by providing this benefit. The
terms and conditions of the Plan are set forth below.
ARTICLE II. DEFINITIONS AND CONSTRUCTION
Section 2.1. DEFINITIONS. Whenever the following
terms are used in this Plan they shall have the meanings specified below unless
the context clearly indicates to the contrary:
(a) "Account": The bookkeeping account maintained
for each Director showing his interest under the Plan.
(b) "Accounting Date": December 31 of each year
and the last day of any calendar quarter in which a Director's
Settlement Date occurs.
(c) "Accounting Period": The period beginning on
the day immediately following an Accounting Date and ending on
the next following Accounting Date.
(d) "Administrator": The Board.
(e) "Annual Retainer": The annual cash retainer
earned by a Director for services as a Director of the
Corporation.
(f) "Beneficiary": The person or persons (natural
or otherwise), within the meaning of Section 6.5, who are
entitled to receive distribution of the Director's Account
balance in the event of the Director's death.
(g) "Board": The Board of Directors of the
Corporation.
5
(h) "Corporation": The Lincoln Electric Company or
any successor or successors thereto.
(i) "Deferral Commitment": An agreement by a
Director to have a specified percentage or dollar amount of his
Fees deferred under the Plan for a specified period in the
future.
(j) "Deferral Period": Means the Plan Year for
which a Director has elected to defer a portion of his Fees.
(k) "Director": An individual duly elected or
chosen as a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.
(l) "Effective Date": May 24, 1995.
(m) "Fees": The Annual Retainer and Other
Compensation.
(n) "Other Compensation": The meeting and other
cash fees earned by a Director for services as a Director of the
Corporation, other than the Annual Retainer.
(o) "Participation Agreement": The Agreement
submitted by a Director to the Administrator with respect to one
or more Deferral Commitments.
(p) "Plan": The Plan set forth in this instrument
as it may, from time to time, be amended.
(q) "Plan Year": The 12-month period beginning
January 1 through December 31; provided that the first plan year
shall begin on the Effective Date and end on December 31, 1995.
(r) "Request": The meaning set forth in Section
5.3.
(s) "Settlement Date": The date on which a
Director terminates as a Director. Settlement Date shall also
include with respect to any Deferral Period the date prior or
subsequent to termination as a Director selected by a Director
in a Participation Agreement for distribution of all or a
portion of the amounts deferred during such Deferral Period.
(t) "Trust": The meaning set forth in Section 5.2
Section 2.2. CONSTRUCTION. The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine gender,
and the singular may include the plural, unless the context clearly indicates
to the contrary. The words "hereof," "herein," "hereunder," and other similar
compounds of
2
6
the word "here" shall mean and refer to the entire Plan, and not to any
particular provision or Section.
ARTICLE III. PARTICIPATION AND DEFERRALS
Section 3.1. ELIGIBILITY AND PARTICIPATION.
(a) ELIGIBILITY. Eligibility to participate in the
Plan for any Deferral Period is limited to Directors.
(b) PARTICIPATION. A Director may elect to
participate in the Plan with respect to any Deferral Period by
submitting a Participation Agreement to the Administrator by the
last business day immediately preceding the applicable Deferral
Period.
(c) INITIAL YEAR OF PARTICIPATION. In the event
that an individual first becomes a Director during a Deferral
Period and wishes to elect a Deferral Commitment with respect to
the Fees earned by and payable to the individual during such
Deferral Period, and with respect to the first Plan Year, a
Participation Agreement must be submitted to the Administrator
no later than 30 days following such individual's becoming a
Director, or following the beginning of such Plan Year,
respectively. Any Deferral Commitment elected in such
Participation Agreement shall be effective only with regard to
Fees earned following the submission of the Participation
Agreement to the Administrator. If a Director does not submit a
Participation Agreement within such period of time, such
individual will not be eligible to participate in the Plan until
the first day of a Deferral Period subsequent to the Deferral
Period in which the individual became a Director.
(d) TERMINATION OF PARTICIPATION. Participation in
the Plan shall continue as long as the Director is eligible to
receive benefits under the Plan.
Section 3.2 AMOUNT OF DEFERRAL. With respect to each
Plan Year, a Director may elect to defer a specified dollar amount or
percentage of his Fees. For the first Plan Year, a Director may elect to defer
all or any portion of his Fees earned or payable after the later of the
effective date of the Participation Agreement or the date of filing the
Participation Agreement with the Administrator. A Director may change the
dollar amount or percentage of his Fees to be deferred by filing a written
notice thereof with the Administrator. Any such change shall be effective as
of the first day of the Plan Year immediately succeeding the Plan Year in which
such notice is filed with the Administrator.
3
7
Section 3.3. NO MODIFICATION OF DEFERRAL COMMITMENTS.
A Deferral Commitment shall be irrevocable with respect to the Deferral Period
for which it is made.
ARTICLE IV. DIRECTORS' ACCOUNTS
Section 4.1. ESTABLISHMENT OF ACCOUNTS. The
Corporation, through its accounting records, shall establish an Account for
each Director who elects to participate in the Plan. In addition, the
Corporation may establish one or more subaccounts of a Director's Account, if
the Corporation determines that such subaccounts are necessary or appropriate
in administering the Plan.
Section 4.2. CREDITING OF DEFERRED FEES. A Director's
Fees that are deferred pursuant to a Deferral Commitment shall be credited to
the Director's Account within 30 days following the date the corresponding
non-deferred portion of his Fees would have been paid to the Director. Any
withholding of taxes or other amounts with respect to any deferred Fees that is
required by state, federal or local law shall be withheld from the Director's
non-deferred Fees, or if none, then the Director's Deferred Commitment shall be
reduced by the amount of such withholding.
Section 4.3. DETERMINATION OF ACCOUNTS.
(a) DETERMINATION OF ACCOUNTS. The amount credited
to each Director's Account as of a particular date shall equal
the deemed balance of such Account as of such date. The balance
in the Account shall equal the amount credited pursuant to
Section 4.2, and shall be adjusted in the manner provided in
Section 4.4.
(b) ACCOUNTING. The Corporation, through its
accounting records, shall maintain a separate and distinct
record of the amount in each Account as adjusted to reflect
income, gains, losses, withdrawals and distributions.
Section 4.4. ADJUSTMENTS TO ACCOUNTS.
(a) Each Director's Account shall be debited with
the amount of any distributions under the Plan to or on behalf
of the Director or, in the event of his death, his Beneficiary
during the Accounting Period ending on such Accounting Date.
(b) The Director's Account shall next be credited
or debited, as the case may be, with an income (loss) factor
equal to an amount determined by multiplying (i) the balance
credited to the Director's Account as of the immediately
preceding Accounting Date (as adjusted pursuant to Section
4.4(a) for the current Accounting Date) by (ii) the
4
8
rate of return for the Accounting Period ending on such
Accounting Date on deemed investments provided for in
Section 5.3.
Section 4.5. STATEMENT OF ACCOUNTS. As soon as
practicable after the end of each Plan Year, a statement shall be furnished to
each Director or, in the event of his death, to his Beneficiary showing the
status of his Account as of the end of the Plan Year, any changes in his
Account since the end of the immediately preceding Plan Year, and such other
information as the Administrator shall determine.
Section 4.6. VESTING OF ACCOUNTS. Subject to Section
5.1, each Director shall at all times have a nonforfeitable interest in his
Account balance.
ARTICLE V. FINANCING OF BENEFITS
Section 5.1. FINANCING OF BENEFITS. Benefits payable
under the Plan to a Director or, in the event of his death, to his Beneficiary
shall be paid by the Corporation from its general assets. The payment of
benefits under the Plan represents an unfunded, unsecured obligation of the
Corporation. Notwithstanding the fact that the Directors' Accounts may be
adjusted by an amount that is measured by reference to the performance of any
deemed investments as provided in Section 5.3, no person entitled to payment
under the Plan shall have any claim, right, security interest or other interest
in any fund, trust, account, insurance contract or asset of the Corporation
which may be responsible for such payment.
Section 5.2. SECURITY FOR BENEFITS. Notwithstanding
the provisions of Section 5.1, nothing in this Plan shall preclude the
Corporation from setting aside amounts in trust (the "Trust") pursuant to one
or more trust agreements between a trustee and the Corporation. However, no
Director or Beneficiary shall have any security interest or claim in any assets
or property of the Corporation or the Trust and all funds contained in the
Trust shall remain subject to the claims of the Corporation's general
creditors.
Section 5.3. INVESTMENTS. The Board may designate one
or more separate investment funds or vehicles, including, without limitation,
certificates of deposit, mutual funds, money market accounts or funds, limited
partnerships, or debt or equity securities, other than equity securities of the
Corporation, in which the amount credited to a Director's Account will be
deemed to be invested. Each Director shall file an investment preference
request ("Request") to be effective as of the date of such Request with respect
to the amounts credited to his Account as of such date and amounts subsequently
credited to his Account. A Request will advise the Administrator as to the
Director's preference with respect to investment vehicles for all or some
5
9
portion of the amounts credited to a Director's Account in specified multiples
of 10%. A Request may be changed prospectively by a Director only as of
January 1, April 1, July 1 and October 1 by giving the Administrator prior
written notice. The Administrator may, but is under no obligation to, deem the
amounts credited to a Director's Account to be invested in accordance with the
Request made by the Director, or the Board may, instead, in its sole
discretion, deem such Account to be invested in any deemed investment funds
selected by the Board. Earnings on any amounts deemed to have been invested in
any deemed investment fund shall be deemed to have been reinvested in such
fund.
ARTICLE VI. DISTRIBUTION OF BENEFITS
Section 6.1. SETTLEMENT DATE. A Director or, in the
event of his death, his Beneficiary shall be entitled to distribution of the
balance of his Account, as provided in this Article VI, following his
Settlement Date or Dates.
Section 6.2. AMOUNT TO BE DISTRIBUTED. The amount to
which a Director or, in the event of his death, his Beneficiary is entitled in
accordance with the following provisions of this Article shall be based on the
Director's adjusted account balance determined as of the Accounting Date
coincident with or next following his Settlement Date or Dates.
Section 6.3. IN-SERVICE DISTRIBUTION. A Director may
elect to commence to receive an in-service distribution of his deferred Fees
for any Deferral Period beginning at any time at least two years after the date
such Fees otherwise would have been first payable. A Director's election of an
in-service distribution shall be filed in writing with the Administrator at the
same time as is filed his election to participate as provided in Section 3.1.
The Director may elect to receive such Fees as an in-service distribution under
one of the forms provided in Section 6.4. Any benefits paid to the Director as
an in-service distribution shall reduce the Director's Account. In the event
of a Director's death, the balance of his Account shall be distributed to his
Beneficiary in a lump sum.
Section 6.4. FORM OF DISTRIBUTION. As soon as
practicable after the end of the Accounting Period in which a Director's
Settlement Date occurs, but in no event later than thirty days following the
end of such Accounting Period, the Corporation shall commence distribution or
cause distribution to be commenced, to the Director or, in the event of his
death, to his Beneficiary, of the balance of the Director's Account, as
determined under Section 6.2, under one of the forms provided in this Section.
Notwithstanding the foregoing, if elected by the Director, the distribution of
all or a portion of the Director's Account may commence at the beginning of the
Plan Year next following his Settlement Date.
6
10
Distribution of a Director's Account with respect to
any Deferral Period shall be made in one of the following forms as elected by
the Director:
(a) by payment in cash in a single lump sum;
(b) by payment in cash in not greater than ten (10)
annual installments; or
(c) a combination of (a) and (b) above. The
Director shall designate the percentage payable under each
option.
The Director's election of the form of distribution shall be made by written
notice filed with the Administrator at least 1 year prior to the Director's
voluntary termination as a Director. Any such election may be changed by the
Director at any time and from time to time without the consent of any other
person by filing a later signed written election with the Administrator;
provided that any election made less than 1 year prior to the Director's
voluntary termination as a Director shall not be valid, and in such case
payment shall be made in accordance with the Director's prior election.
The amount of each installment shall be equal to the quotient obtained by
dividing the Director's Account balance as of the date of such installment
payment by the number of installment payments remaining to be made to or in
respect of such Director at the time of calculation.
If a Director fails to make an election in a timely
manner as provided in this Section 6.4, distribution shall be made in cash in a
lump sum.
Section 6.5. BENEFICIARY DESIGNATION. As used in
the Plan the term "Beneficiary" means:
(a) The last person designated as
Beneficiary by the Director in a written notice on a
form prescribed by the Administrator;
(b) If there is no designated
Beneficiary or if the person so designated shall not
survive the Director, such Director's spouse; or
(c) If no such designated Beneficiary and no
such spouse is living upon the death of a Director, or
if all such persons die prior to the full distribution
of the Director's Account balance, then the legal
representative of the last survivor of the Director and
such persons, or, if the Administrator shall not
receive notice of the appointment of any such legal
representative within one year after such death, the
heirs-at-law of such survivor (in the proportions in
which they would inherit his intestate personal
7
11
property) shall be the Beneficiaries to whom the then
remaining balance of the Director's Account shall be
distributed.
Any Beneficiary designation may be changed from time to time by like notice
similarly delivered. No notice given under this Section shall be effective
unless and until the Administrator actually receives such notice.
Section 6.6. FACILITY OF PAYMENT. Whenever and as
often as any Director or his Beneficiary entitled to payments hereunder shall
be under a legal disability or, in the sole judgment of the Administrator,
shall otherwise be unable to apply such payments to his own best interests and
advantage, the Administrator in the exercise of its discretion may direct all
or any portion of such payments to be made in any one or more of the following
ways: (i) directly to him; (ii) to his legal guardian or conservator; or (iii)
to his spouse or to any other person, to be expended for his benefit; and the
decision of the Administrator, shall in each case be final and binding upon all
persons in interest.
ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION
Section 7.1. ADMINISTRATION. The Plan shall be
administered by an Administrator. The Administrator shall have such powers as
may be necessary to discharge its duties hereunder. The Administrator may,
from time to time, employ agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with legal counsel who
may be counsel to the Corporation. The Administrator shall have no power to
add to, subtract from or modify any of the terms of the Plan, or to change or
add to any benefits provided under the Plan, or to waive or fail to apply any
requirements of eligibility for a benefit under the Plan. No member of the
Administrator shall act in respect of his own Account. All decisions and
determinations by the Administrator shall be final and binding on all parties.
All decisions of the Administrator shall be made by the vote of the majority,
including actions in writing taken without a meeting. All elections, notices
and directions under the Plan by a Director shall be made on such forms as the
Administrator shall prescribe.
Section 7.2. AMENDMENT, TERMINATION AND WITHDRAWAL.
The Plan may be amended from time to time or may be terminated at any time by
the Board. No amendment or termination of the Plan, however, may adversely
affect the amount or timing of payment of any person's benefits accrued under
the Plan to the date of amendment or termination without such person's written
consent.
Section 7.3. SUCCESSORS. The Corporation shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or
8
12
substantially all of the business and/or assets of the Corporation expressly to
assume and to agree to perform this Plan in the same manner and to the same
extent the Corporation would be required to perform if no such succession had
taken place. This Plan shall be binding upon and inure to the benefit of the
Corporation and any successor of or to the Corporation, including without
limitation any persons acquiring directly or indirectly all or substantially
all of the business and/or assets of the Corporation whether by sale, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter
be deemed the "Corporation" for the purposes of this Plan), and the heirs,
beneficiaries, executors and administrators of each Director.
Section 7.4. EXPENSES. All expenses of the Plan shall
be paid by the Corporation from funds other than those deemed investments as
provided in Section 5.3, except that brokerage commissions and other
transaction fees and expenses relating to the investment of deemed assets and
investment fees attributable to commingled investment of such assets shall be
paid from or charged to such assets or earnings thereon.
ARTICLE VIII. MISCELLANEOUS
Section 8.1. NO CONTINUING RIGHT AS DIRECTOR. Neither
the adoption or operation of this Plan, nor any document describing or
referring to this Plan, or any part thereof, shall confer upon any Director any
right to continue as a Director of the Corporation or any subsidiary of the
Corporation.
Section 8.2. APPLICABLE LAW. All questions arising in
respect of the Plan, including those pertaining to its validity, interpretation
and administration, shall be governed, controlled and determined in accordance
with the applicable provisions of federal law and, to the extent not preempted
by federal law, the internal substantive laws of the State of Ohio.
Section 8.3. INTERESTS NOT TRANSFERABLE. No person
shall have any right to commute, encumber, pledge or dispose of any interest
herein or right to receive payments hereunder, nor shall such interests or
payments be subject to seizure, attachment or garnishment for the payments of
any debts, judgments, alimony or separate maintenance obligations or be
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise, all payments and rights hereunder being expressly declared to be
nonassignable and nontransferable.
Section 8.4. SEVERABILITY. Each section, subsection
and lesser section of this Plan constitutes a separate and distinct
undertaking, covenant and/or provision hereof. Whenever possible, each
provision of this Plan shall be interpreted in such manner as to be effective
and valid under applicable law. In the event that any provision of this Plan
shall finally be
9
13
determined to be unlawful, such provision shall be deemed severed from this
Plan, but every other provision of this Plan shall remain in full force and
effect, and in substitution for any such provision held unlawful, there shall
be substituted a provision of similar import reflecting the original intention
of the parties hereto to the extent permissible under law.
Section 8.5. WITHHOLDING OF TAXES. The Corporation
may withhold or cause to be withheld from any amounts payable under this Plan
all federal, state, local and other taxes as shall be legally required.
IN WITNESS WHEREOF, The Lincoln Electric Company has
caused this instrument to be executed in its name as of the date first above
written.
THE LINCOLN ELECTRIC COMPANY
By: /s/ H. Jay Elliott
-------------------------
Its: Senior Vice President,
Chief Financial Officer and
Treasurer
-------------------------
Attest:
/s/ Dorothy L. Hodnichak
- ---------------------------
10