SEC Filings

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

  (b) Without limiting the obligations of the Company pursuant to this Agreement, in the event a Change in Control occurs, the Board may determine, in its sole discretion, to secure the performance of the Company’s obligations under this Agreement by amounts deposited or to be deposited in trust pursuant to certain trust agreements to which the Company shall be a party, providing, among other things, for the payment of severance compensation to the Executive pursuant to Section 4, and providing that the reasonable fees and related expenses of one or more professionals selected from time to time by the Executive pursuant to Section 7(a) shall be paid, or reimbursed to the Executive if paid by the Executive, either in accordance with the terms of such trust agreements, or, if not so provided, on a regular, periodic basis upon presentation by the Executive to the trustee of a statement or statements prepared by such professional in accordance with its customary practices. Any failure by the Company to satisfy any of its obligations under this subsection shall not limit the rights of the Executive hereunder. Upon the earlier to occur of (i) a Change in Control or (ii) a declaration by the Board that a Change in Control is imminent, the Company may to the extent it has not previously done so:


  (i) transfer to trustees of such trust agreements to be added to the principal of the trusts a sum equal to (A) the present value on the date of the Change in Control (or on the fifth business day following the day that the Board has declared a Change in Control to be imminent) of the payments to be made to the Executive under the provision of Section 4, less (B) the balance in the Executive’s accounts provided for in such trust agreements as of the most recently completed valuation thereof, as certified by the trustee under each trust agreement; provided, however, that if the trustee under any trust agreement, respectively, does not so certify by the end of the fourth business day after the earlier of such Change in Control or declaration, then the balance of such respective account shall be deemed to be zero. Any payments of severance compensation or other benefits hereunder by the trustee pursuant to any trust agreement shall, to the extent thereof, discharge the Company’s obligation to pay severance compensation and other benefits hereunder, it being the intent of the Company that assets in such trusts be held as security for the Company’s obligation to pay severance compensation and other benefits under this Agreement; and



transfer to the trustees to be added to the principal of the trusts under the trust agreements such additional amount as the Board, in its sole discretion, determines is necessary or desirable to satisfy the Company’s potential reimbursement obligations under Section 7(a). Any reimbursement of the Executive’s reasonable professional fees and related expenses by the trustees pursuant to


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