Download Word - corporate

As filed with the Securities and Exchange Commission on December 19, 2016
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LINCOLN ELECTRIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
34-1860551
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
22801 St. Clair Avenue
Cleveland, Ohio 44117
(Address of Principal Executive Offices Including Zip Code)
The Lincoln Electric Company Restoration Plan
(Full Title of the Plan)
Frederick G. Stueber, Esq.
Executive Vice President, General Counsel & Secretary
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117
(Name and Address of Agent for Service)
(216) 481-8100
(Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer ☒
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Accelerated filer
☐
Smaller reporting company ☐
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Deferred Compensation Obligations (1)
Amount
to be
Registered(2)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price (2)
Amount of
Registration Fee
$10,000,000(2)
100%
$10,000,000
$1,159
(1) The Deferred Compensation Obligations being registered are general obligations to pay deferred compensation in the future in
accordance with the terms of The Lincoln Electric Company Restoration Plan.
(2) Estimated solely for calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as
amended (the “ Securities Act ”).
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Lincoln Electric Holdings, Inc., an Ohio
Corporation (the “ Registrant ”), relating to $10,000,000 of unsecured obligations to pay deferred compensation in the future (the “
Deferred Compensation Obligations ”) in accordance with the terms of The Lincoln Electric Company Restoration Plan (the “ Plan
”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the “ Exchange Act ”), and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the “ Commission ”). The following documents, which are on file with
the Commission, are incorporated into this Registration Statement by reference:
(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 000-01402),
filed with the Commission on February 25, 2016;
(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30,
2016 (Commission File No. 000-01402), filed with the Commission on April 22, 2016, July 26, 2016 and October 24, 2016,
respectively;
(c)
The Registrant’s Current Reports on Form 8-K (Commission File No. 000-01402), filed with the Commission on April 26,
2016, May 16, 2016, October 17, 2016, October 20, 2016, October 24, 2016 and December 14, 2016; and
(d) The description of the Common Shares contained in the Registration Statement on Form S-4 (Registration No. 333-50435)
filed with the Commission on April 17, 1998 and all amendments and reports filed with the Commission for the purpose of
updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the effective date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that
all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in
any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The $10 million of securities being registered hereon (“Deferred Compensation Obligations”) represent deferred compensation
obligations to pay deferred compensation in the future according to the terms of the Plan. The Plan was executed by The Lincoln
Electric Company, a wholly owned subsidiary of the Registrant, on December 14, 2016 and will become effective January 1, 2017.
The plan year for the Plan will be the 12-month period from January 1 to December 31 (“ Plan Year ”).
The Plan is an unfunded, nonqualified deferred compensation plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees and is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”). Employees eligible to participate in the Plan are
employees of The Lincoln Electric Company or other wholly owned subsidiaries of the Registrant (1) who have been designated for
participation in the Plan by the Administrative Committee (the “ Committee ”) for The Lincoln Electric Company Employee Savings
Plan (the “ Savings Plan ”), (2) who have satisfied the eligibility conditions to receive employer contributions under the Savings Plan
(or other comparable plan maintained by a subsidiary of the Registrant (“ Other 401(k) Plan ”), and (3) whose compensation for a
Plan Year exceeds the maximum dollar amount of compensation that may be taken into account under the Savings Plan pursuant to
Code Section 401(a)(17) for such Plan Year (the “ Compensation Limitation ”). “ Compensation ” is defined under the Plan as an
employee’s total cash compensation plus deferrals of base salary and bonus under the Registrant’s 2005 Deferred Compensation Plan
for Executives.
A bookkeeping account is established for each participant in the Plan. The account is credited each Plan Year with deferred
amounts as follows: (1) a matching employer contribution equal to three percent (or such other percentage designated by the
Committee) of the participant’s Compensation for the Plan Year that was earned while eligible to receive matching employer
contributions under the Savings Plan or Other 401(k) Plan, minus the maximum amount of matching employer contributions that
could have been made to the Savings Plan or Other 401(k) Plan on behalf of such participant; and (2) a nonelective employer
contribution of three percent (or such other percentage designated by the Committee) of the participant’s Compensation for the Plan
Year that was earned while eligible to receive nonelective employer contributions under the Savings Plan or Other 401(k) Plan and
that is in excess of the Compensation Limitation. In addition, for participants who are eligible to receive transitional employer
contributions under the Savings Plan, an amount will be credited to each such participant’s account each Plan year equal to six percent
of the participant’s Compensation that was earned while eligible to receive transitional employer contributions under the Savings Plan
and that is in excess of the Compensation Limitation. Participants shall cease to be eligible to have transitional employer contributions
credited under this Plan when they cease to be eligible to have transitional employer contributions made on their behalf to the Savings
Plan.
The bookkeeping account of each participant in the Plan is credited or debited with the participant’s proportionate share of gains
or losses under the investment vehicles elected by the participant in which the participant’s account is deemed be to be invested. The
available investment vehicles in which participants’ accounts may be deemed to be invested shall be designated by The Lincoln
Electric Company. The Lincoln Electric Company or any other employer of employees under the Plan will be under no obligation to
acquire or invest in any of the deemed investment vehicles and any acquisition of or investment in any deemed investment vehicle by
The Lincoln Electric Company or other employer under the Plan shall be made in the name of The Lincoln Electric Company or other
employer and shall remain the sole property of The Lincoln Electric Company or other employer.
All amounts deferred under the Plan are fully vested at all times.
The amounts credited to participants accounts under the Plan will be payable in cash in accordance with the distribution
provisions of the Plan. Upon a participant’s separation from service prior to age 55, distribution of the amount credited to the
participant’s account will be made to the participant in a single lump sum payment on the first business day of the seventh month
immediately following the participant’s separation from service. Upon a participant’s separation from service on or after age 55,
distribution of the amount credited to the participant’s account will be made or commence on the first business day of the seventh
month immediately following the participant’s separation from service in the form of (1) a single lump sum payment, or
(2) substantially equal annual installments over a period of at least two but not more than 15 years, as elected by the participant. If a
participant’s death occurs prior to the distribution of the entire amount credited to his or her account, distribution of the participant’s
account will be made to the participant’s beneficiary (as designated by the participant) in the form of a single lump sum payment.
Distributions under the Plan may also be made on account of a participant’s unforeseeable emergency. Finally, distributions under the
Plan will be made upon a change in control event within the meaning of Code Section 409A.
The Deferred Compensation Obligations are general unsecured obligations to pay the deferred amounts described in the
preceding paragraphs of this Item 4 to the Plan participants in accordance with the terms of the Plan. The Deferred Compensation
Obligations are subject to the claims of the general creditors and rank equally with other unsecured indebtedness from time to time
outstanding. The Deferred Compensation Obligations are not convertible into any other security and there is no trading market for the
Deferred Compensation Obligations.
The Plan will be administered by The Lincoln Electric Company. The Plan administrator will have full power to interpret the
Plan and determine all questions that arise under it. The Lincoln Electric Company with the approval of the Compensation and
Executive Development Committee of the Registrant, reserves the right to amend or terminate the Plan at any time; provided,
however, that no such action shall affect a participant’s right to receive the deferred amounts credited to his or her account at the time
of such amendment or termination.
This summary of the terms of the Plan and the Deferred Compensation Obligations thereunder is not intended to be complete
and is qualified in its entirety by reference to the Plan, which is attached hereto as Exhibit 4.3 and incorporated herein by this
reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 1701.13(E) of the Ohio Revised Code empowers a corporation to indemnify persons serving as its directors and officers
(or serving at the request of the corporation in such capacity for another corporation) against expenses incurred in connection with
actions, suits or proceedings relating to the fact that such persons were serving as directors or officers of such corporation. Article IV
of the Registrant’s Amended and Restated Code of Regulations provides for indemnification of directors, officers and others and the
purchase and maintenance of liability insurance by the Registrant, as follows (for purposes of the following provisions, “ Corporation
” refers to the Registrant):
ARTICLE IV
INDEMNIFICATION AND INSURANCE
1. Indemnification of Directors and Officers.
(a) The Corporation shall indemnify any Director or officer of the Corporation, and any former Director or officer of the
Corporation, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director or an
officer of the Corporation, or he or she is or was serving at the request of the Corporation as a director, trustee, officer, employee,
member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust or other enterprise, to the full extent permitted from time to time by the laws of the State of Ohio,
against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him
or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
(b) The indemnification authorized by this Section 1(a) of this Article IV shall not be exclusive of, and shall be in addition to,
any other rights granted to those seeking indemnification under Section 1(a) of this Article IV or under the Articles or any agreement,
vote of shareholders or disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(c) No amendment, termination or repeal of this Article IV shall affect or impair in any way the rights of any Director or officer
of the Corporation to indemnification under the provisions hereof with respect to any action, suit or proceeding arising out of, or
relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.
2. Indemnification of Others.
The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is
or was an employee or agent of the Corporation, or he or she is or was serving at the request of the Corporation as a director, trustee,
officer, employee, member, manager or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust or other enterprise, to the full extent permitted from time to time by the laws of the State
of Ohio, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
3. Liability Insurance.
The Corporation may purchase and maintain insurance or furnish similar protection, including but not limited to trust funds,
letters of credit or self-insurance, on behalf of or for any person who is or was a Director, officer, employee or agent of the
Corporation, or he or she is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager
or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture,
trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out
of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under
this Article IV. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.
The Registrant has purchased directors and officers liability insurance that provides for indemnification of directors and officers
against certain liabilities. The Registrant also has entered into indemnification agreements with its directors and officers that would
require the Registrant, subject to any limitations on the maximum permissible indemnification that may exist at law, to indemnify a
director or officer for claims that arise because of his capacity as a director or officer.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report
on Form 8-K, filed on September 27, 2011, Commission File No. 000-01402, and incorporated herein by reference and
made a part hereof)
4.2 Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K, filed on April 29, 2014, Commission File No. 000-01402, and incorporated herein by reference and made a
part hereof)
4.3 The Lincoln Electric Company Restoration Plan
5.1 Opinion of Counsel
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Cleveland, State of Ohio, on December 19, 2016.
LINCOLN ELECTRIC HOLDINGS, INC.
By:
/s/ Frederick G. Stueber
Frederick G. Stueber, Executive Vice
President,
General Counsel & Secretary
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons
and in the capacities indicated on December 19, 2016.
Signature
Title
*
Christopher L. Mapes
Chairman, President and Chief Executive Officer
(principal executive officer)
*
Vincent K. Petrella
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
*
Geoffrey P. Allman
Senior Vice President, Corporate Controller
(principal accounting officer)
*
Curtis E. Espeland
Director
*
David H. Gunning
Director
*
Stephen G. Hanks
Director
*
Michael F. Hilton
Director
*
G. Russell Lincoln
Director
*
Kathryn Jo Lincoln
Director
*
William E. MacDonald, III
Director
*
Director
*
Hellene S. Runtagh
Director
*
George H. Walls, Jr.
Director
Phillip J. Mason
*
Frederick G. Stueber, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this
Registration Statement on behalf of the above indicated officers and directors thereof (constituting a majority of the directors)
pursuant to a power of attorney filed with the Securities and Exchange Commission.
December 19, 2016
By: /s/ Frederick G. Stueber
Frederick G. Stueber, Attorney-in-Fact
EXHIBIT INDEX
4.1
Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K, filed on September 27, 2011, Commission File No. 000-01402, and incorporated herein by reference and made a
part hereof)
4.2
Amended and Restated Code of Regulations of the Registrant (filed as Exhibit 3.1 to the Registrant’s Current Report on Form
8-K, filed on April 29, 2014, Commission File No. 000-01402, and incorporated herein by reference and made a part hereof)
4.3
The Lincoln Electric Company Restoration Plan
5.1
Opinion of Counsel
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Counsel (included in Exhibit 5.1)
24.1
Powers of Attorney
Exhibit 4.3
THE LINCOLN ELECTRIC COMPANY
RESTORATION PLAN
(Effective January 1, 2017)
THE LINCOLN ELECTRIC COMPANY
RESTORATION PLAN
The Lincoln Electric Company (the “Company”) hereby adopts The Lincoln Electric Company Restoration Plan (the “Plan”) to
read as set forth herein.
ARTICLE I
PREFACE
SECTION1.1Effective Date. The effective date of this Plan is January 1, 2017.
SECTION1.2Purpose of the Plan. The purpose of this Plan is to provide for certain Employees the benefits they would have
received under The Lincoln Electric Company Employee Savings Plan (or other Employer sponsored savings plan) but for the dollar
limitation on compensation imposed under Section 401(a)(17) of the Code.
SECTION1.3Intentions. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensation employees and is subject to, and intended to comply with,
Section 409A of the Code and regulations thereunder and other applicable laws.
ARTICLE II
DEFINITIONS
Except as otherwise defined in this Plan, words and phrases used herein with initial capital letters that are defined in The Lincoln
Electric Company Employee Savings Plan, as it may be amended from time to time, or any successor thereto, shall have the same
meanings when used herein, unless a different meaning is clearly required by the context of this Plan. The following words and
phrases shall have the following respective meanings for purposes of this Plan (without regard to their definition under The Lincoln
Electric Company Employee Savings Plan, unless otherwise specifically provided):
SECTION2.1Account shall mean the bookkeeping record maintained by the Employer in accordance with Section 4.6 showing a
Participant’s interest under the Plan.
SECTION2.2Beneficiary shall mean the person or persons designated by the Participant as his or her Beneficiary under this
Plan, in accordance with the provisions of Article VI.
SECTION2.3Company shall mean The Lincoln Electric Company.
SECTION2.4Compensation shall mean an Employee’s “Compensation” as defined in the Savings Plan without regard to the
Compensation Limitation, plus the Employee’s deferrals, if any, of “Base Salary” and “Bonuses” under the Lincoln Electric Holdings,
Inc. 2005 Deferred Compensation Plan for Executives, as the terms “Base Salary” and “Bonuses” are defined in such 2005 Deferred
Compensation Plan for Executives.
SECTION2.5Compensation Limitation shall mean the maximum dollar amount of compensation that may be taken into account
under the Savings Plan pursuant to Section 401(a)(17) of the Code for a particular Plan Year.
SECTION2.6Change in Control Event shall mean an event described in Section 6.7 of the Plan.
SECTION2.7Employer shall mean the Company and any other Controlled Group Member designated as a participating
employer under the Plan by the Administrative Committee for the Savings Plan. An Employer that ceases to exist, ceases to be a
Controlled Group Member, or withdraws from the Plan shall no longer be an Employer.
SECTION2.8Excess Matching Contribution Benefit shall mean the benefit described in Section 4.1.
SECTION2.9Excess Matching Contribution Eligible Employee shall mean an Employee described in Section 3.1.
SECTION2.10Excess Matching Contribution Sub-Account shall mean the Sub-Account described in Section 4.1.
SECTION2.11Excess Nonelective Contribution Benefit shall mean the benefit described in Section 4.2.
SECTION2.12Excess Nonelective Contribution Eligible Employee shall mean an Employee described in Section 3.2.
SECTION2.13Excess Nonelective Contribution Sub-Account shall mean the Sub-Account described in Section 4.2.
SECTION2.14Excess Retirement Benefit or Benefits shall mean individually or collectively the Excess Matching Contribution
Benefit, the Excess Nonelective Contribution Benefit and the Excess Transitional Contribution Benefit.
SECTION2.15Excess Retirement Benefit Eligible Employee shall mean an Employee of an Employer who is an Excess
Matching Contribution Eligible Employee, an Excess Nonelective Contribution Eligible Employee or an Excess Transitional
Contribution Eligible Employee.
SECTION2.16Excess Transitional Contribution Benefit shall mean the benefit described in Section 4.3.
SECTION2.17Excess Transitional Contribution Eligible Employee shall mean an Employee described in Section 3.3.
SECTION2.18Excess Transitional Contribution Sub-Account shall mean the Sub-Account described in Section 4.3.
SECTION2.19Holdings shall mean Lincoln Electric Holdings, Inc.
SECTION2.20Other 401(k) Plan shall mean a defined contribution plan, other than the Savings Plan, maintained by an
Employer that is qualified under Section 401(a) of the Code and includes a qualified cash or deferred arrangement within the meaning
of Section 401(k) of the Code.
SECTION2.21Participant shall mean an Excess Retirement Benefit Eligible Employee or former Excess Retirement
Benefit Eligible Employee who has an Account under the Plan.
SECTION2.22Plan shall mean The Lincoln Electric Company Restoration Plan, as herein set forth, and as amended from time to
time.
SECTION2.23Plan Administrator shall mean the Company.
SECTION2.24Plan Year shall mean the calendar year.
SECTION2.25Retirement shall mean a Separation From Service that occurs on or after the date the Participant attains age 55.
SECTION2.26Savings Plan shall mean The Lincoln Electric Company Employee Savings Plan, as amended and restated
effective January 1, 2017, and as the same may be amended from time to time, or any successor thereto.
SECTION2.27Separation from Service shall mean a separation from service, as defined in the 409A Guidance, with the
Employer and all Controlled Group Members.
SECTION2.28Unforeseeable Emergency shall mean a severe financial hardship of the Participant resulting from an illness or
accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in
Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code; loss of the Participant’s property due
to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant.
SECTION2.29409A Guidance shall have the meaning set forth in Section 8.11(a).
ARTICLE III
PARTICIPATION
SECTION3.1Excess Matching Contribution Eligible Employees. An Employee of an Employer, who is designated by the
Administrative Committee for participation in the Plan, shall become an Excess Matching Contribution Eligible Employee for a Plan
Year on the date in such Plan Year that he or she satisfies the following conditions:
(a) he or she is eligible to make elective deferrals and has satisfied the eligibility conditions to receive matching employer
contributions under the Savings Plan or Other 401(k) Plan, as applicable (without regard to whether he or she actually makes such
elective deferrals or receives such matching employer contributions), and
(b) his or her Compensation for the Plan Year exceeds the Compensation Limitation.
Such an Employee shall continue to be an Excess Matching Contribution Eligible Employee for each Plan Year or portion thereof that
he or she satisfies the preceding conditions.
SECTION3.2Excess Nonelective Contribution Eligible Employees. An Employee of an Employer, who is designated by
the Administrative Committee for participation in the Plan, shall become an Excess Nonelective Contribution Eligible Employee
for a Plan Year on the date in such Plan Year that he or she satisfies the following conditions:
(a) he or she has satisfied the eligibility conditions to receive nonelective employer contributions under the Savings Plan or
Other 401(k) Plan, as applicable, and
(b) his or her Compensation for the Plan Year exceeds the Compensation Limitation.
Such an Employee shall continue to be an Excess Nonelective Contribution Eligible Employee for each Plan Year or portion thereof
that he or she satisfies the preceding conditions.
SECTION3.3Excess Transitional Contribution Eligible Employees. An Employee of an Employer shall become an Excess
Transitional Contribution Eligible Employee on January 1, 2017 if he or she satisfies the following conditions:
(a) he or she is a Transitional Contribution Participant under the Savings Plan, and
(b) his or her Compensation for the Plan Year exceeds the Compensation Limitation.
Such an Employee shall continue to be an Excess Transitional Contribution Eligible Employee for each Plan Year or portion thereof
commencing on or after January 1, 2017 that he or she satisfies the preceding conditions.
ARTICLE IV
EXCESS RETIREMENT BENEFITS
SECTION4.1Excess Matching Contribution Benefit. The Employer shall establish and maintain on its books a Sub-Account (the
“Excess Matching Contribution Sub-Account”) for each Employee who is an Excess Matching Contribution Eligible Employee. For
each Plan Year or portion thereof that an Employee is an Excess Matching Contribution Eligible Employee, the Employer shall credit
to his or her Excess Matching Contribution Sub-Account an amount equal to (a) three (3) percent (or in the case of an Employee
eligible to participate in an Other 401(k) Plan, the percentage designated by the Administrative Committee) of the Employee’s
Compensation for the Plan Year that was earned while eligible to receive matching employer contributions under the Savings Plan or
Other 401(k) Plan, minus (b) the maximum amount of matching employer contributions that could have been made to the Savings
Plan or Other 401(k) Plan on behalf of the Excess Matching Contribution Eligible Employee for such Plan Year if such Employee had
elected under the Savings Plan to defer the maximum amount of compensation (as defined in the Savings Plan or Other 401(k) Plan)
that would be subject to matching employer contributions under the Savings Plan or Other 401(k) Plan (the “Excess Matching
Contribution Benefit”). An Excess Matching Contribution Eligible Employee shall cease to be eligible to receive the Excess Matching
Contribution Benefit with respect to his or her Compensation at the same time that such Excess Matching Contribution Eligible
Employee ceases to be eligible to receive matching employer contributions under the Savings Plan or Other 401(k) Plan.
SECTION4.2Excess Nonelective Contribution Benefit. The Employer shall establish and maintain on its books a
Sub-Account (the “Excess Nonelective Contribution Sub-Account”) for each Employee who is an Excess Nonelective
Contribution Eligible Employee. For each Plan Year or portion thereof that an Employee is an Excess Nonelective Contribution
Eligible Employee, the Employer shall credit to his or her Excess Nonelective Contribution Sub-Account an amount equal to
three (3) percent (or in the case of an Employee who is eligible to participate in an Other 401(k) Plan, the percentage designated
by the Administrative Committee) of the Participant’s Compensation for the Plan Year that was earned while eligible to receive
nonelective employer contributions under the Savings Plan or Other 401(k) Plan and that is in excess of the Compensation
Limitation (the “Excess Nonelective Contribution Benefit”). An Excess Nonelective Contribution Eligible Employee shall cease
to be eligible to receive the Excess Nonelective Contribution Benefit with respect to his or her Compensation at the same time
that such Excess Nonelective Contribution Eligible Employee ceases to be eligible to receive nonelective employer contributions
under the Savings Plan or Other 401(k) Plan.
SECTION4.3Excess Transitional Contribution Benefit. The Employer shall establish and maintain on its books a Sub-Account
(the “Excess Transitional Contribution Sub-Account”) for each Employee who is an Excess Transitional Contribution Eligible
Employee. For each Plan Year or portion thereof that an Employee is an Excess Transitional Contribution Eligible Employee, the
Employer shall credit to his or her Excess Transitional Contribution Sub-Account an amount equal to six (6) percent of the
Participant’s Compensation for the Plan Year that was earned while a Transitional Contribution Participant under the Savings Plan and
that is in excess of the Compensation Limitation (the “Excess Transitional Contribution Benefit”). An Excess Transitional
Contribution Eligible Employee shall cease to be eligible to receive the Excess Transitional Contribution Benefit with respect to his or
her Compensation at the same time that such Excess Transitional Contribution Eligible Employee ceases to be a Transitional
Contribution Participant under the Savings Plan.
SECTION4.4Payroll Taxes. The Plan Administrator may determine, in its sole and exclusive discretion, to deduct from the
contributions otherwise to be credited to the Sub-Accounts of a Participant for a Plan Year an amount necessary to pay any related
payroll taxes.
SECTION4.5Annual Determination. The determination of whether an Employee is an Excess Matching Contribution Eligible
Employee, an Excess Nonelective Contribution Eligible Employee or an Excess Transitional Contribution Eligible Employee shall be
made for each Plan Year. Once an amount is credited to the Account of an Excess Retirement Benefit Eligible Employee, such Excess
Retirement Benefit Eligible Employee shall continue to be a Participant (whether or not any amounts are later credited to his or her
Account) until his or her Account is distributed pursuant to Article VI or VII.
SECTION4.6Participant’s Account. The Employer shall establish and maintain on its books an Account for each Excess
Retirement Benefits Eligible Employee which shall be subdivided and shall reflect, to the extent applicable, the Excess Retirement
Benefits Eligible Employee’s Excess Matching Employer Contribution Sub-Account, Excess Nonelective Contribution Sub-Account
and Excess Transitional Contribution Sub-Account. Contributions made pursuant to this Article IV shall be allocated to such
Sub-Accounts at such time or times as the Employer shall determined in its sole discretion, but not less frequently than annually. The
Employer shall maintain for each Account and each Sub-Account thereunder separate records showing the amount of contributions
thereto, distributions therefrom and the amount of income, expenses, gains and losses attributable thereto. The interest of each
Participant in the Plan shall at any time consist of the amount credited to his or her Account. The Employer may delegate to another
person any of the recordkeeping duties required by this Article IV.
SECTION4.7Deemed Investments.
(a) Deemed Investment of Accounts. The Plan Administrator shall from time to time designate one or more investment
vehicle(s) in which the Accounts of Participants shall be deemed to be invested. The investment vehicle(s) may be designated by
reference to the investments available under the Savings Plan. Each Participant shall designate the investment vehicle(s) in which his
or her Account shall be deemed to be invested according to the procedures developed by the Plan Administrator. The Company or any
other Employer shall be under no obligation to acquire or invest in any of the deemed investment vehicle(s) under this Section 4.7(a),
and any acquisition of or investment in a deemed investment vehicle by the Company or an Employer shall be made in the name of the
Company or the Employer and shall remain the sole property of the Company or the Employer. The Plan Administrator shall also
establish from time to time a default fund into which a Participant’s Account shall be deemed to be invested if the Participant fails to
provide investment instructions pursuant to this Section 4.7(a). Until otherwise changed, such default fund shall be the applicable
investment vehicle determined pursuant to the terms of the Savings Plan’s default investment provisions.
(b) Changes in Elections; Transfers Among Funds. During a Plan Year, a Participant may change the investment vehicle in
which his or her Account shall be deemed to be invested according to the procedures developed by the Plan Administrator. A
Participant may also elect to transfer amounts credited to his or her Account from any deemed investment vehicle to any other deemed
investment vehicle, according to the procedures developed by the Plan Administrator. The Plan Administrator may establish any
limitations on the frequency with which Participants may make, and the timing of, investment designations and transfer elections
under this Section 4.7(b) as the Plan Administrator may determine necessary or appropriate from time to time, including limitations
related to frequent trading, market timing activities and restrictions on executive officer trading.
(c) Periodic Account Adjustments. Each Account shall be adjusted from time to time at such intervals as determined by the
Plan Administrator until the entire amount credited to the Account has been distributed to the Participant or his or her Beneficiary. The
amount of the adjustment shall equal the amount that each Participant’s Account would have earned (or lost) for the period since the
last adjustment had the Account actually been invested in the deemed investment vehicle(s) designated by the Participant for such
period.
ARTICLE V
VESTING
SECTION5.1Vesting. A Participant shall be 100% vested in his or her Excess Matching Employer Contributions Sub-Account,
his or her Excess Nonelective Contributions Sub-Account and his or her Excess Transitional Contribution Sub-Account.
ARTICLE VI
DISTRIBUTION OF BENEFITS
SECTION6.1Separation from Service Prior to Age 55. Amounts credited to a Participant’s Account at the time of the
Participant’s Separation from Service (other than by reason of death) prior to his or her attainment of age 55 shall be paid in full in the
form of a lump sum payment on the first business day of the seventh month immediately following the date on which the Participant
incurs such Separation from Service.
SECTION6.2Separation from Service upon Retirement.
(a) Prior to the beginning of each Plan Year for which it is anticipated that an Employee will be an Excess Retirement
Benefit Eligible Employee (as determined by the Plan Administrator), the Employee may elect to have any Excess Retirement Benefit
credited to his or her Account for such Plan Year, which is payable at the time of his or her Retirement (other than by reason of his or
her death), paid in the form of (i) a lump sum payment on the first business day of the seventh month immediately following the date
of his or her Retirement, or (ii) substantially equal annual installments for a period of not less than two nor greater than 15 years (as
elected by the Employee) commencing with the first business day of the seventh month immediately following the date of his or her
Retirement. The election of an Employee for a Plan Year shall be void if the Employee is not an Excess Retirement Benefit Eligible
Employee for such Plan Year. If for a Plan Year an Excess Retirement Benefit Eligible Employee fails to elect the form of payment
applicable to his or her Excess Retirement Benefit credited to his or her Account for such Plan Year, he or she shall be deemed to have
elected a lump sum payment on the first business day of the seventh month immediately following the date of his or her Retirement.
Any election made by a Participant pursuant to this Section 6.2(a) shall be made in writing by executing such form(s) as the Plan
Administrator shall from time to time prescribe or through any other method designated by the Plan Administrator and must be made
no later than the end of the calendar year preceding the Plan Year or Plan Years for which the election applies. For purposes of this
Article VI, a series of installment payments shall be treated as a single payment and not as a series of separate payments.
(b) Any election made or deemed made pursuant to Section 6.2(a) with respect to Excess Retirement Benefits credited to a
Participant’s Account for any Plan Year shall be binding as of the first day of the Plan Year for which such election applies. However,
in accordance with procedures developed by the Plan Administrator, a Participant may change the time or form of payment provided
in Section 6.2(a) with respect to Excess Retirement Benefits credited to the Participant’s Account for a Plan Year and payable on his
or her Retirement, provided that subsequent changes to the time or form of payment of Excess Retirement Benefits credited to the
Participant’s Account for a Plan Year and payable on Retirement shall not be effective unless the change election satisfies the
following requirements:
(i) the change will not be effective until at least twelve months after the date on which the Participant files the election with the
Plan Administrator in the manner prescribed by the Plan Administrator;
(ii) the change must be made at least twelve (12) months prior to the due date for the payment as provided in Section 6.2(a);
and
(iii) the change must provide that the payment be deferred for a period of not less than five years from the due date of the
payment as provided in Section 6.2(a).
The Administrative Committee may impose such other restrictions and limitations on subsequent changes to a time or form of
payment election as it determines appropriate.
SECTION6.3Beneficiary Designations. A designation of a Beneficiary hereunder may be made only by an instrument (in form
acceptable to the Plan Administrator) signed by the Participant and filed with the Plan Administrator prior to the Participant’s death. A
Participant
must designate a single Beneficiary (or set of Beneficiaries) for all collective Sub-Accounts hereunder. In the absence of such a
designation and at any other time when there is no existing Beneficiary designated hereunder, the Beneficiary of a Participant for his
or her Account shall be his or her Beneficiary under the Savings Plan. A person designated by a Participant as his or her Beneficiary
who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Participant’s Beneficiary
unless the Participant’s designation specifically provided to the contrary. If two or more persons designated as a Participant’s
Beneficiary are in existence with respect to an Excess Retirement Benefit, the amount of any payment to the Beneficiary under this
Plan shall be divided equally among such persons unless the Participant’s designation specifically provides for a different allocation.
SECTION6.4Change in Beneficiary. A Participant may, at any time and from time to time, change a Beneficiary designation
hereunder without the consent of any existing Beneficiary or any other person. Any change in Beneficiary shall be made by giving
written notice thereof to the Plan Administrator on a form prescribed by the Plan Administrator and any change shall be effective only
if received by the Plan Administrator prior to the death of the Participant.
SECTION6.5Distribution to Beneficiaries. If a Participant’s death occurs prior to the payment of his or her entire Account under
Section 6.1 or 6.2 (whether or not his or her death occurs before or after his or her Separation from Service), the amounts credited to
the Participant’s Account at the time of the Participant’s death shall be paid in full to the Participant’s Beneficiary in the form of a
lump sum payment as soon as practicable following the Participant’s death.
SECTION6.6Distributions on Account of an Unforeseeable Emergency: A Participant (including a Participant who has had a
Separation from Service but whose Account has not commenced to be distributed) may, in the Plan Administrator’s sole discretion
and according to the procedures developed by the Plan Administrator in accordance with the 409A Guidance, receive a distribution of
all or any part of the amounts credited to the Participant’s Account in the case of an Unforeseeable Emergency. A Participant
requesting a payment pursuant to this Section shall have the burden of proof of establishing, to the Plan Administrator’s satisfaction,
the existence of such Unforeseeable Emergency, and the amount of the payment needed to satisfy the same (including taxes
reasonably anticipated as a result of the distribution). If the Plan Administrator determines that a distribution should be made to a
Participant under this Section 6.6, such distribution shall be made within 30 days after the Plan Administrator’s determination of the
existence of such Unforeseeable Emergency and the amount of distribution so needed.
SECTION6.7Distribution upon a Change in Control Event under Section 409A of the Code. Notwithstanding any other
provisions of the Plan to the contrary, as soon as possible following a “change in the ownership” or “change in the effective control”
of Holdings or an Employer or a “change in the ownership of a substantial portion of the assets” of Holdings or an Employer, each
within the meaning of the 409A Guidance (a “Change in Control Event”), but in no event later than 30 days following such Change in
Control Event, a lump sum payment shall be made of the entire Account (or the remainder of the Account) of (a) in the case of a
Change in Control Event with respect to Holdings, each Participant under the Plan and (b) in the case of a Change in Control Event
with respect to an Employer, each Participant who was employed by the Employer immediately prior to the Change in Control event.
SECTION6.8Acceleration of Distributions. Notwithstanding any provisions of the Plan to the contrary, the time for
payment or the schedule of any payment with respect to a Participant’s Account as provided under the Plan shall not be
accelerated (within the meaning of the Section 409A Guidance) except as follows:
(a) To the extent necessary to comply with a certificate of divestiture (as defined in section 1043(b)(2) of the Code), the
Plan may permit the acceleration of the time or schedule of a payment of a Participant’s Account;
(b) The Plan may permit acceleration of the time for payment or schedule of a payment with respect to a Participant’s
Account in order to (i) pay the Federal Insurance Contributions Act (“ FICA ”) tax imposed under sections 3101 and 3121(v)(2) of the
Code on compensation deferred under the plan (the “ FICA Amount ”), (ii) pay the income tax at source on wages imposed under
section 3401 of the Code on the FICA Amount, and (iii) pay the additional income tax at source on wages attributable to the
pyramiding of section 3401 wages and taxes, provided that the total payment permissible under this acceleration provision shall not
exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount; and
(c) The Plan may permit acceleration of the time for payment or schedule of a payment with respect to a Participant’s
Account in such other circumstances as prescribed in the 409A Guidance and in accordance with such 409A Guidance.
SECTION6.9Distributions of Amounts Not Deductible Under Section 162(m) of the Code. Notwithstanding any provisions of
the Plan to the contrary, no amount may be distributed from the Plan if the Plan Administrator reasonably anticipates that such amount
would not be deductible under Section l62(m) of the Code, as determined by the Plan Administrator in its sole discretion, and in
accordance with the 409A Guidance.
SECTION6.10Distributions of Amounts Deemed Includable in Gross Income. Notwithstanding any provisions of the Plan to the
contrary, if at any time a court or the Internal Revenue Service determines that an amount in a Participant’s Account is includable in
the gross income of the Participant and subject to tax, the Plan Administrator may, in its sole discretion, and in accordance with the
409A Guidance, permit a lump sum distribution of an amount equal to the amount determined to be includable in the Participant’s
gross income.
SECTION6.11Distributions of Amounts in Violation of Securities Laws. Notwithstanding any provisions of the Plan to the
contrary, a payment under the Plan may be delayed if the Plan Administrator reasonably anticipates that the making of such payment
will violate federal securities laws or other applicable law, in the Plan Administrator’s sole discretion, and in accordance with the
409A Guidance, provided that the payment is made on the earliest date at which the Plan Administrator reasonably anticipates that the
making of the payment will not cause such violation.
ARTICLE VII
ADMINISTRATION OF PLAN
SECTION7.1Administration.
(a) In general. The Plan shall be administered by the Plan Administrator. The Plan Administrator shall have discretion to
interpret where necessary all provisions of the
Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or
ambiguities in, the language of the Plan), to make findings (including factual findings) with respect to any issue arising under the Plan,
to determine the rights and status under the Plan of Participants, Beneficiaries or other persons, to resolve questions (including factual
questions) or disputes arising under the Plan and to make any determinations with respect to the benefits payable under the Plan and
the persons entitled thereto as may be necessary for the purposes of the Plan. Without limiting the generality of the foregoing, the Plan
Administrator is hereby granted the authority (i) to determine whether a particular Employee is an Excess Retirement Benefit Eligible
Employee, and (ii) to determine if a person is entitled to Excess Retirement Benefits hereunder and, if so, the amount of such Benefits.
The Plan Administrator’s determination of the rights of any person hereunder shall be final and binding on all persons, subject only to
the provisions of Sections 7.3 and 7.4 hereof.
(b) Delegation of Duties. The Plan Administrator may delegate any of its administrative duties, including, without
limitation, duties with respect to the processing, review, investigation, approval and payment of Excess Retirement Benefits, to a
named administrator or administrators.
SECTION7.2Regulations. The Plan Administrator shall promulgate any rules and regulations it deems necessary in order to
carry out the purposes of the Plan or to interpret the provisions of the Plan; provided, however, that no rule, regulation or
interpretation shall be contrary to the provisions of the Plan or the 409A Guidance. The rules, regulations and interpretations made by
the Plan Administrator shall, subject only to the provisions of Sections 7.3 and 7.4 hereof, be final and binding on all persons.
SECTION7.3Claims Procedures. The Plan Administrator shall determine the rights of any person to any Excess Retirement
Benefits hereunder. Any person who believes that he or she has not received the Excess Retirement Benefit or Benefits to which he or
she is entitled under the Plan must file a claim in writing with the Plan Administrator. The Plan Administrator shall, no later than 90
days after the receipt of a claim (plus an additional period of 90 days if required for processing, provided that notice of the extension
of time is given to the claimant within the first 90 day period), either allow or deny the claim in writing.
A written denial of a claim by the Plan Administrator, wholly or partially, shall be written in a manner calculated to be
understood by the claimant and shall include:
(a) the specific reasons for the denial;
(b) specific references to pertinent Plan provisions on which the denial is based;
(c) a description of any additional material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(d) an explanation of the claim review procedure and the time limits applicable thereto (including a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review).
A claimant whose claim is denied (or his or her duly authorized representative) may within 60 days after receipt of denial
of a claim file with the Plan Administrator a written request for a review of such claim. If the claimant does not file a request for
review of his or her claim within such 60-day period, the claimant shall be deemed to have acquiesced in the original decision of
the Plan Administrator on his or her claim. If such an appeal is so filed within such 60 day period, the Plan Administrator or a
person designated by the Plan Administrator shall conduct a full and fair review of such claim. During such review, the claimant
shall be given the opportunity to review documents that are pertinent to his or her claim and to submit issues and comments in
writing. For this purpose, any person designated by the Plan Administrator shall have the same power to interpret the Plan and
make findings of fact thereunder as is given to the Plan Administrator under Section 7.1(a).
The Plan Administrator or the person designated by the Plan Administrator shall mail or deliver to the claimant a written
decision on the matter based on the facts and the pertinent provisions of the Plan within 60 days after the receipt of the request for
review (unless special circumstances require an extension of up to 60 additional days, in which case written notice of such extension
shall be given to the claimant prior to the commencement of such extension). Such decision shall be written in a manner calculated to
be understood by the claimant, shall state the specific reasons for the decision and the specific Plan provisions on which the decision
was based and shall, to the extent permitted by law, be final and binding on all interested persons. In addition, the notice of adverse
determination shall also include statements that the claimant is entitled to receive, upon request and free of charge, reasonable access
to, and copies of all documents, records and other information relevant to the claimant’s claim for benefits and a statement of the
claimant’s right to bring a civil action under Section 502(a) of ERISA.
SECTION7.4Revocability of Action/Recovery. Any action taken by the Plan Administrator with respect to the rights or benefits
under the Plan of any person shall be revocable as to payments not yet made to such person, and acceptance of any Excess Retirement
Benefit under the Plan constitutes acceptance of, and agreement to, the Plan Administrator’s making any appropriate adjustments in
future payments to such person (or to recover from such person) any excess payment or underpayment previously made to him or her.
SECTION7.5Amendment. The Company (with the approval of the Compensation and Executive Development Committee of the
Board Directors of Holdings), in its sole discretion, may at any time and in any manner amend any or all of the provisions of this Plan,
provided that, without the prior written consent of the affected Participant, no such amendment may reduce the amount of any
Participant’s Excess Retirement Benefits as of the date of such amendment. Any amendment shall be in the form of a written
instrument executed by an officer of the Company. Subject to the foregoing provisions of this Section, such amendment shall become
effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution.
SECTION7.6Termination. The Company (with the approval of the Compensation and Executive Development Committee of the
Board of Directors of Holdings), in its sole discretion, may terminate this Plan at any time and for any reason whatsoever, except that,
without the prior written consent of the affected Participant, no such termination may reduce the amount of any Participant’s Excess
Retirement Benefits as of the date of such termination. Notwithstanding the preceding sentence, the Company (with the approval of
the Compensation Committee of the Board of Directors of Holdings), in its sole discretion, may terminate this Plan to the extent and in
the circumstances described in Treasury Regulation Section 1.409A-3(j)(4)(ix) or any successor provision. Any termination shall be
expressed in the form of a
written instrument executed by an officer of the Company. Subject to the foregoing provisions of this Section, such termination shall
become effective as of the date specified in such instrument or, if no such date is specified, on the date of its execution. Written notice
of any termination shall be given to the Participants at a time determined by the Plan Administrator. In the event of such termination,
the Company may require the immediate payment of all Excess Retirement Benefits accrued hereunder in the form of a single lump
sum payment.
ARTICLE VIII
MISCELLANEOUS
SECTION8.1Liability of Company. Nothing in this Plan shall constitute the creation of a trust or other fiduciary relationship
between the Company or an Employer and any Participant, Beneficiary or any other person.
SECTION8.2Limitation on Rights of Participants and Beneficiaries - No Lien. The Plan is designed to be an unfunded,
nonqualified plan. Any amounts payable under the Plan shall be paid out of the general assets of the Company or an Employer.
Nothing contained herein shall be deemed to create a trust or lien in favor of any Participant or Beneficiary on any assets of the
Company, an Employer or any Controlled Group Member. The Company or an Employer shall have no obligation to purchase any
assets that do not remain subject to the claims of the creditors of the Company or an Employer for use in connection with the Plan. No
Participant or Beneficiary or any other person shall have any preferred claim on, or any beneficial ownership interest in, any assets of
the Company, an Employer or any Controlled Group Member prior to the time that such assets are paid to the Participant or
Beneficiary as provided herein. Each Participant and Beneficiary shall have the status of a general unsecured creditor of the Company
and any Employer. The Plan constitutes a mere promise by the Company or an Employer to make benefit payments in the future.
Nothing contained in the Plan shall constitute a guaranty by the Company, an Employer or any other entity that the assets of the
Company, any Employer or the Controlled Group Members will be sufficient to pay any benefit hereunder. It is the intention of the
Company and each Employer that this Plan be unfunded for purposes of the Code and for purposes of Title I of ERISA.
SECTION8.3No Guarantee of Employment. Nothing in this Plan shall be construed as guaranteeing future employment to
Participants. A Participant continues to be an Employee of an Employer solely at the will of the Employer subject to discharge at any
time, with or without cause.
SECTION8.4Facility of Payment. If an Excess Retirement Benefit payable hereunder is payable to a minor, to a person declared
incompetent or to a person incapable of handling the disposition of his or her property, the Plan Administrator, in its sole discretion,
may direct payment of such Excess Retirement Benefit to the guardian, legal representative or person having the care and custody of
such minor, incompetent or person. The Plan Administrator may require such proof of incompetency, minority, incapacity or
guardianship as it may deem appropriate prior to distribution of the Excess Retirement Benefit. Such distribution shall completely
discharge the Company, the Employers and all Controlled Group Members from all liability with respect to such Excess Retirement
Benefit.
SECTION8.5Assignment. No right or interest under this Plan of any Participant or Beneficiary shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of the Participant or Beneficiary. Notwithstanding the foregoing, the Plan
Administrator shall honor a judgment, order or decree from a state domestic relations court which requires the payment of part or all
or a Participant’s or Beneficiary’s interest under this Plan to an “alternate payee” as defined in Section 414(p) of the Code.
SECTION8.6Severability. If any provision of this Plan or the application thereof to any circumstance(s) or person(s) is
held to be invalid by a court of competent jurisdiction, the remainder of the Plan and the application of such provision to other
circumstances or persons shall not be affected thereby.
SECTION8.7Effect on other Benefits. Benefits payable to or with respect to a Participant under the Savings Plan, Other 401(k)
Plan or any other Company or Employer-sponsored (qualified or nonqualified) plan, if any, are in addition to those provided under this
Plan.
SECTION8.8Liability for Payment/Expenses. Each Employer shall be liable for the payment of the Excess Retirement Benefits
that are payable hereunder to Participants who are employees of such Employer. Expenses of administering the Plan shall be paid by
the Company.
SECTION8.9Unclaimed Benefit. Each Participant shall keep the Plan Administrator informed of his or her current address. The
Plan Administrator shall not be obligated to search for the whereabouts of any person. If the location of a Participant or Beneficiary is
not made known to the Plan Administrator by the end of the calendar year in which any payment to the Participant or Beneficiary is
due hereunder, the Plan Administrator shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary
or any other person and such benefit shall be irrevocably forfeited.
SECTION8.10Limitations on Liability. No liability shall attach to or be incurred by the Plan Administrator or any member of
the Company or Employer or its Controlled Group under or by reason of the terms, conditions and provisions contained in the Plan, or
for the acts or decisions taken or made thereunder or in connection therewith; and as a condition precedent to the establishment of the
Plan or the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by the Participant and by any
and all persons claiming under or through the Participant or any other person. Such waiver and release shall be conclusively evidenced
by any act of participation in or the acceptance of benefits under the Plan.
SECTION8.11Section 409A of the Code.
(a) It is intended that the Plan (including all amendments thereto) comply with the provisions of Section 409A of the Code,
so as to prevent the inclusion in gross income of any Excess Retirement Benefit payable hereunder in a taxable year that is prior to the
taxable year or years in which such amount would otherwise be actually distributed or made available to the Participants. It is intended
that the Plan shall be administered in a manner that will comply with Section 409A of the Code, including regulations or any other
formal guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto (collectively, the “
409A Guidance ”).
(b) Except as permitted under Section 409A of the Code, any amounts payable to a Participant or Beneficiary or for a
Participant’s or Beneficiary’s benefit under this Plan may not be reduced by, or offset against, any amount owing by the Participant or
Beneficiary to the Company or any of its Controlled Group Members.
(c) Notwithstanding any provision of the Plan to the contrary, a distribution to be made as of a specified date
under Article VI shall be made on the date specified or as soon as administratively practicable thereafter. In addition, if
calculation of the amount of a payment is not administratively practicable due to events beyond the control of the
Participant or his or her Beneficiary, a payment will be treated as made on the specified date for purposes of Section 409A
of the Code if the payment is made during the first calendar year in which the calculation of the amount of the payment is
administratively practicable.
(d) Notwithstanding any provision of this Plan to the contrary, the Company reserves the right to make amendments to this
Plan as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In
any case, a Participant or Beneficiary shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be
imposed on such Participant or Beneficiary or for such Participant’s or Beneficiary’s account in connection with this Plan (including
any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Controlled Group Members shall
have any obligation to indemnify or otherwise hold a Participant or Beneficiary harmless from any or all of such taxes or penalties.
(e) For purposes of the Plan, the phrase “permitted by Section 409A of the Code,” “permitted by the 409A Guidance,” or
words or phrases of similar import, shall mean that the event or circumstance that may occur or exist only if permitted by
Section 409A of the Code would not cause an amount deferred or payable under the Plan to be includible in the gross income of a
Participant or Beneficiary under Section 409A(a)(1) of the Code.
SECTION8.12Withholding of Taxes. The Plan Administrator 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; provided, however, that the Plan Administrator, in
its sole discretion, may determine not to withhold or cause to be withheld such taxes from any amounts payable under this Plan to a
Participant who is a non-resident of the State of Ohio, provided, that such Participant submits a tax withholding indemnification
agreement (in the form prescribed by the Plan Administrator) to the Plan Administrator no later than thirty (30) days prior to the
Participant’s Separation from Service.
SECTION8.13Accounts Subject to the Holdings’ Recovery of Funds Policy. Notwithstanding anything in this Plan to the
contrary, the Participants’ Accounts shall be subject to Recovery of Funds Policy of Holdings, as it may be in effect from time to time,
including, without limitation, the provisions of such Policy required by Section 10D of the Securities and Exchange Act of 1934 and
any applicable rules or regulations issued by the U.S. Securities and Exchange Commission or any national securities exchange or
national securities association on which common shares of Holdings may be traded.
SECTION8.14Successors and Assigns The provisions of this Plan shall be binding upon and inure to the benefit of the
Company, its successor and assigns, and the Participants, Beneficiaries, heirs, legal representatives and assigns.
SECTION8.15Governing Law. This Plan shall be regulated, construed and administered under the laws of the State of Ohio,
except where preempted by federal law.
EXECUTED this
day of December, 2016.
THE LINCOLN ELECTRIC COMPANY
By:
Title:
Exhibit 5.1
[Lincoln Electric Holdings, Inc. letterhead]
December 19, 2016
Lincoln Electric Holdings, Inc.
22801 St. Clair Avenue
Cleveland, Ohio 44117
Re: Registration Statement on Form S-8 Filed by Lincoln Electric Holdings, Inc.
Ladies and Gentlemen:
I have acted as counsel for Lincoln Electric Holdings, Inc., an Ohio corporation (the “Company”), in connection with The
Lincoln Electric Company Restoration Plan (the “ Plan ”). In connection with the opinions expressed herein, I have examined such
documents, records and matters of law as I have deemed relevant or necessary for purposes of this opinion. Based on the foregoing,
and subject to the further limitations, qualifications and assumptions set forth herein, I am of the opinion that:
1. The $10 million of Deferred Compensation Obligations registered on the Registration Statement on Form S-8 filed by the
Company on December 16, 2016 (the “ Deferred Compensation Obligations ”), which represent general unsecured obligations to pay
deferred compensation in the future in accordance with the Plan, when issued in accordance with the provisions of the Plan, will
constitute valid and binding obligations of the Company; and
2. The provisions of the written Plan document comply with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ ERISA ”).
The opinion set forth in paragraph 1 is qualified to the extent that enforceability of the obligations with respect to any Deferred
Compensation Obligation or any related document or instrument may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial opinions
or doctrines of general applicability from time to time in effect, including those relating to or affecting creditors’ rights generally, and
by general equitable principles or fiduciary considerations and public policy considerations, whether such principles and
considerations are considered in a proceeding at law or at equity.
The opinion set forth in paragraph 2 applies only as to the form of the written Plan document, and for purposes of such opinion I
have assumed that the employees and other persons who are eligible to participate in the Plan constitute a select group of management
or highly compensated employees for purposes of ERISA. Accordingly, but without limitation of the previous sentence, I express no
opinion as to whether the employees and other persons who are eligible to participate in the Plan constitute a select group of
management or highly compensated employees or whether the Plan will be considered “funded” for purposes of ERISA, which are
factual issues depending upon the facts and circumstances in existence from time to time.
The opinions expressed herein are limited to ERISA and the General Corporation Law of the State of Ohio, and I express
no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the
Company to issue the Deferred Compensation Obligations in accordance with the Plan will be in full force and effect at all times
at which such Deferred Compensation Obligations are issued, and the Company will take no action inconsistent with such
resolutions.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to
effect the registration of the Deferred Compensation Obligations under the Securities Act of 1933 (the “ Act ”). In giving such
consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Frederick G. Stueber
Frederick G. Stueber
Executive Vice President, General Counsel &
Secretary
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Lincoln Electric Company
Restoration Plan of Lincoln Electric Holdings, Inc. and subsidiaries, of our reports dated February 24, 2016, with respect to the
consolidated financial statements and schedule of Lincoln Electric Holdings, Inc. and subsidiaries, and the effectiveness of internal
control over financial reporting of Lincoln Electric Holdings, Inc. and subsidiaries, included in its Annual Report (Form 10-K) for the
year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 19, 2016
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and directors of Lincoln Electric Holdings, Inc., an
Ohio corporation (“Registrant”), hereby constitutes and appoints Vincent K. Petrella, Frederick G. Stueber and Jennifer I. Ansberry,
and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, for him or her and in his or her name, place and
stead, to sign on his or her behalf as an officer or director of the Registrant a Registration Statement or Registration Statements on
Form S 8 pursuant to the Securities Act of 1933 concerning Deferred Compensation Obligations of the Company to be offered in
connection with The Lincoln Electric Company Restoration Plan, and to sign any and all amendments or post-effective amendments to
such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys in fact, and each of
them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney
or attorneys-in-fact or any of them may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the
person executing it.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 12th day of December, 2016.
/s/ Christopher L. Mapes
Christopher L. Mapes
Chairman, President and Chief Executive Officer (principal
executive officer)
/s/ G. Russell Lincoln
G. Russell Lincoln
Director
/s/ Vincent K. Petrella
Vincent K. Petrella
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
/s/ Kathryn Jo Lincoln
Kathryn Jo Lincoln
Director
/s/ Geoffrey P. Allman
Geoffrey P. Allman
Senior Vice President, Corporate Controller (principal accounting
officer)
/s/ William E. MacDonald III
William E. MacDonald III
Director
/s/ Curtis E. Espeland
Curtis E. Espeland
Director
/s/ Phillip J. Mason
Phillip J. Mason
Director
/s/ David H. Gunning
David H. Gunning
Director
/s/ Hellene S. Runtagh
Hellene S. Runtagh
Director
/s/ Stephen G. Hanks
Stephen G. Hanks
Director
/s/ George H. Walls, Jr.
George H. Walls, Jr.
Director
/s/ Michael F. Hilton
Michael F. Hilton
Director