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EXHIBIT 10(j)
INSTRUMENT OF ADOPTION
OF
THE LINCOLN NON-EMPLOYEE DIRECTORS' RESTRICTED STOCK PLAN
WHEREAS, The Lincoln Electric Company (the "Company") has previously
adopted The Lincoln Non-Employee Directors' Restricted Stock Plan (the "Plan");
WHEREAS, pursuant to an Agreement of Merger dated as of May 19, 1998 by
and among Lincoln Electric Merger Co., The Lincoln Electric Company and Lincoln
Electric Holdings, Inc. (the "Agreement"), The Lincoln Electric Company (the
"Company") became a wholly owned subsidiary of Lincoln Electric Holdings, Inc.
("Holdings"), effective as of June 2, 1998; and
WHEREAS, pursuant to the Agreement, Holdings shall assume the Plan and
all obligations of the Company with respect thereto;
NOW THEREFORE, Holdings hereby assumes the obligations of the Company
under the Plan and adopts The Lincoln Non-Employee Director's Restricted Stock
Plan as hereinafter set forth:
1. On each January 1, each non-employee Director of Holdings
("Director") shall be automatically granted $10,000 worth of
Common Shares, without par value, of Holdings ("Holdings
Shares") subject to the transfer restrictions and risk of
forfeiture hereinafter described ("Restricted Shares").
2. The value of Holdings Shares for the purposes hereof shall be
equal to the last reported trading price for the Holdings
Shares.
3. The aggregate number of Holdings Shares that may be awarded as
Restricted Shares and released from substantial risk of
forfeiture under the Plan shall not exceed 200,000 Holdings
Shares, which may be shares of original issuance or treasury
share or a combination.
4. Restricted Shares held by a Director may not be sold or
otherwise disposed of until, and shall be forfeited if such
Director ceases to serve as a Director of Holdings before, the
restrictions lapse as provided below.
5. The restrictions on each award of Restricted Shares shall
lapse when the Director has served continuously as a Director
of Holdings for a period of three years after the award;
provided, however, that the restrictions shall lapse earlier
if the Director (i) dies or (ii) completes the term in which
the award was received and
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is not elected to another term by the shareholders, or (iii)
in the event of a change in control of Holdings as defined in
paragraph 8 hereof.
6. Directors shall have all the rights of shareholders with
respect to such Restricted Shares, provided that such
Restricted Shares, together with any additional shares of
Holdings that a Director may receive by virtue of any share
dividend, merger, reorganization or other change in capital
structure, shall be subject to the restrictions set forth
above.
7. The automatic awards of Restricted Shares herein provided for
may be referred to as "The Lincoln Non-Employee Directors'
Restricted Stock Plan" and shall continue, subject to
availability of shares, until such automatic awards are
discontinued by resolution of the Board of Directors of
Holdings.
8. A "change in control" shall occur upon the happening of any of
the following events:
(a) Holdings is merged or consolidated or reorganized into or with
another company or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding
securities of such company or person immediately after such
transaction is held in the aggregate by the holders of the
then outstanding securities entitled to vote generally in
election of the Directors of Holdings ("Voting Stock")
immediately prior to such transaction;
(b) Holdings sells or otherwise transfers all or substantially all
of its assets to any other company or other legal person, and
as a result of such sale or transfer less than a majority of
the combined voting power of the then-outstanding securities
of such company or person immediately after such sale or
transfer is held in the aggregate by the holders of Voting
Stock of Holdings immediately prior to such sale or transfer;
or
(c) Any person or group of persons (within the meaning of Section
13 or 14 of the Securities Exchange Act of 1934) shall have
acquired beneficial ownership (within the meaning of Rule 1
3d-3 promulgated by the Securities and Exchange Commission
under said Act) of 30% or more of the outstanding Voting
Stock, excluding (i) any person or group of persons who are
officers, Directors, or employees of Holdings or any
subsidiary as of the date hereof or are related by blood or
marriage to the descendants
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of James F. or John C. Lincoln, including any trusts or
similar arrangements for any of the foregoing and any
foundations established by any other foregoing and (ii) any
underwriter or syndicate of underwriters acting on behalf of
Holdings in a public offering of Holdings' securities and any
of their transferees.
EXECUTED this 29th day December, 1998.
LINCOLN ELECTRIC HOLDINGS, INC.
By: /s/ Frederick G. Stueber
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Title: FREDERICK G. STUEBER
Senior Vice President,
General Counsel
and Secretary