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EXHIBIT 10(g)
AMENDMENT NO. 4
TO THE LINCOLN ELECTRIC COMPANY
DEFERRED COMPENSATION PLAN
The Lincoln Electric Company Deferred Compensation Plan,
effective as of November 15, 1994, is hereby amended, pursuant to Section 7.3
thereof, as follows:
1. A new Section 6.8 is added to the Plan to read as follows:
Section 6.8 Special Distributions. Notwithstanding any other
provision of this Article VI, a Participant, whether or not currently receiving
a distribution, may elect to receive a lump sum distribution of the remaining
balance of his Account if (and only if) the amount in such Account subject to
such distribution is reduced by ten percent (10%). Any distribution made
pursuant to such an election shall be made within 30 days of the date such
election is submitted to the Administrator. The remaining ten percent (10%) of
the electing Participant's Account subject to such distribution shall be
forfeited.
2. A new Section 6.9 is added to the Plan to read as follows:
Section 6.9 Coordination with Other Benefits. Except as
provided in Section 6.10, the benefits provided for a Participant and
Participant's Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Corporation. The Plan shall supplement and shall not supersede, modify or
amend any other such plan or program except as may otherwise be expressly
provided.
3. A new Section 6.10 is added to the Plan to read as follows:
Section 6.10 Offset. In the event a Participant receives or
becomes entitled to receive a benefit under The Lincoln Electric Company
Executive Benefit Plan, as it may be amended from time to time ("EBP"), the
benefits to be received under this Plan shall be offset and reduced dollar for
dollar (but not below zero) by the benefits paid under the EBP. In determining
the amount that should offset and reduce benefits under this Plan, the
Participant's (or Beneficiary's) Account hereunder at the time of distribution
commencement shall be reduced by an amount equal to the amount paid or to be
paid under the EBP increased by earnings on such amount, if any, accruing from
the time of distribution from the EBP through the time of the commencement of
distribution hereunder at an earnings rate corresponding to one-half of the
Moody's Corporate Average Bond Yield adjusted on the first business day of each
January, April, July and October.
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IN WITNESS WHEREOF, The Lincoln Electric Company has caused
this instrument to be executed in its name by its duly authorized officer
effective as of January 1, 1998.
THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber
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Its: FREDERICK G. STUEBER
Senior Vice President,
General Counsel
and Secretary
ATTEST
/s/ Gretchen Farrell
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AMENDMENT NO. 5 TO THE LINCOLN ELECTRIC COMPANY
DEFERRED COMPENSATION PLAN
The Lincoln Electric Company Deferred Compensation Plan,
effective as of November 15, 1994, is hereby amended pursuant to Section 7.3
thereof as follows:
1. Section 2.l(aa) is Amended to read as follows:
(aa) "Settlement Date": The date on which a
Participant terminates employment with the
Corporation. Leaves of absence granted by the
Corporation will not be considered as termination of
employment during the term of such leave. Settlement
Date shall also include (I) with respect to any
Deferral Period, a date selected by a Participant
pursuant to Section 6.3 for distribution of the
amounts deferred during such Deferral Period, and
(II) a date selected by the Participant pursuant to
Section 6.4 which is subsequent to his or her
Retirement and before the date the Participant
attains age sixty-five."
2. Section 3.3 is amended to read as follows:
Section 3.3. Amount of Deferral. With respect to each Plan
Year, a Participant may elect to defer a specified dollar amount or percentage
of his or her Compensation, provided the amount the Participant elects to defer
under this Plan and the Corporation's Employee Savings Plan shall not exceed the
sum of 75% of his or her Base Salary plus 100% of his or her Bonus with respect
to such Plan Year. A Participant may choose to have amounts deferred under this
Plan deducted from his or her Base Salary, Bonus or a combination of both. For
the first Plan Year, a Participant may elect to defer all or any portion of his
or her Base Salary and/or Bonus 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, provided the total deferred
amount for such Plan Year does not exceed the annual limitations under this
Section 3.3 computed for the calendar year. A Participant may change the dollar
amount or percentage of his or her Compensation 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. Notwithstanding the
foregoing, any Employment Agreement Contribution shall be deferred in accordance
with the terms of the Employment Agreement.
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3. Section 6.3 is amended to read as follows:
Section 6.3. In-Service Distribution. A Participant may elect to
receive an in-service distribution of his or her deferred Compensation for any
Deferral Period in a single lump sum payment on a date which is at least two
years after the end of such Deferral Period. A Participant'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.
Any benefits paid to the Participant as an in-service distribution shall reduce
the Participant's Account.
4. Section 6.4 is amended to read as follows:
Section 6.4. Form of Distribution. As soon as practicable after the end
of the Accounting Period in which a Participant'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 Participant or, in the event of his death, to his Beneficiary, of the
balance of the Participant's Account, as determined under Section 6.2, under one
of the forms provided in this Section. Notwithstanding the foregoing, if elected
by the Participant, the distribution of the balance of the Participant's Account
may commence on a date between a Settlement Date following his or her Retirement
and the date the Participant attains age sixty-five. Anything in this Plan to
the contrary notwithstanding, if a Participant terminates employment with the
Corporation prior to his Retirement, the balance of his or her Account shall be
distributed in a single lump sum payment.
Distribution of a Participant's Account following his or her Retirement
or death shall be made in one of the following forms as elected by the
Participant:
(a) by payment in cash in five (5) annual installments; or
(b) by payment in cash in ten (10) annual installments; or
(c) by payment in cash in fifteen (15) annual installments; or
(d) by payment in a single lump sum;
provided, however, that in the event of a Participant's death, if the balance in
his or her Account is then less than $35,000, such balance shall be distributed
in a single lump sum payment.
The Participant's election of the form of distribution shall be made by written
notice filed with the Administrator at least one (1) year prior to the
Participant's voluntary termination of employment with, or Retirement from, the
Corporation. Any such election may be changed by the Participant without the
consent of any other person by filing a later signed written election with the
Administrator; provided that any election made less than one (1)
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year prior to the Participant's voluntary termination of employment of
Retirement shall not be valid, and in such case payment shall be made in
accordance with the Participant's prior election.
The amount of each installment shall be equal to the quotient obtained by
dividing the Participant'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 Participant at the time of calculation.
If a Participant fails to make an election in a timely manner as
provided in this Section 6.4, distribution shall be made in cash in ten (10)
annual installments.
IN WITNESS WHEREOF, The Lincoln Electric Company has caused this
instrument to be executed in its name by its duly authorized officer effective
as of January 1, 1998.
THE LINCOLN ELECTRIC COMPANY
By: /s/ Frederick G. Stueber
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Its:
FREDERICK G. STUEBER
Senior Vice President,
General Counsel
and Secretary
ATTEST:
/s/ Gretchen Farrell
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