SEC Filings

8-K
LINCOLN ELECTRIC HOLDINGS INC filed this Form 8-K on 11/21/2017
Entire Document
 


  (vi) Any other action or inaction that constitutes a material breach by the Company of the Executive’s employment agreement, if any, or this Agreement.

 

       A termination of employment by the Executive for one of the reasons set forth in clauses (i) – (vi), above, will not constitute “Good Reason” unless the Executive provides, within 90 days of the initial existence of the condition described in clauses (i) – (vi), above, written notice to the Company of the existence of the condition and the Company has not remedied such condition within 30 days of the receipt of such notice.

 

  (i) “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company (each, a “Director”) and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s shareholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of (including the settlement of) an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

 

  (j) “Permanently Disabled” means that the Executive is disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, the Executive immediately prior to a Change in Control. In the event that the Company does not maintain a long-term disability plan immediately prior to a Change in Control, the Executive shall be considered “Permanently Disabled” if the Executive meets one of the following requirements: (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health or long-term disability plan or any similar plan maintained by a third party, but excluding governmental plans; or (iii) the Social Security Administration determines the Executive to be totally disabled.

 

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