SEC Filings

LINCOLN ELECTRIC HOLDINGS INC filed this Form 8-K on 11/21/2017
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THIS [AMENDED AND RESTATED] CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of __________, is made and entered by and between Lincoln Electric Holdings, Inc., an Ohio corporation (the “Company”), and _____________ (the “Executive”).



  A. The Executive is a senior executive of the Company or one or more of its Subsidiaries and has made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial strength of the Company.


  B. The Company recognizes that, as is the case with virtually all publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty it may raise among management, may result in the distraction or departure of management personnel to the detriment of the Company and its stockholders.


  C. The Company desires to assure itself of both present and future continuity of management and desires to establish certain minimum severance benefits for certain of its senior executives, including the Executive, applicable in the event of a Change in Control.


  D. The Company wishes to ensure that its senior executives are not unduly distracted by the circumstances attendant to the possibility of a Change in Control and to encourage the continued attention and dedication of such executives, including the Executive, to their assigned duties with the Company.


  E. The Company desires to provide additional inducement for the Executive to continue to remain in the employ of the Company.

Accordingly, the Company and the Executive agree as follows:


  1. Certain Defined Terms. In addition to terms defined elsewhere herein, certain initial capitalized terms have the following meanings:


  (a) “Base Pay” means the Executive’s annual base salary at the rate as in effect from time to time.


  (b) “Board” means the Board of Directors of the Company.


  (c) “Cause” means that, prior to any termination pursuant to Section 3(b), the Executive has:


  (i) committed a criminal violation involving fraud, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or any Subsidiary;