|LINCOLN ELECTRIC HOLDINGS INC filed this Form 8-K on 11/21/2017|
and, in each case, any such act shall have been demonstrably and materially harmful (including financially or reputationally harmful) to the Company. For purposes of this Agreement, no act or failure to act on the part of the Executive will be deemed intentional if it was due primarily to an error in judgment or negligence, but will be deemed intentional only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executives action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive will not be deemed to have been terminated for Cause hereunder unless and until there is delivered to the Executive, prior to the date of the termination of the Executives employment (except in the case where facts and circumstances are discovered after the Executives Termination Date, as described below, in which case delivery will be made as soon as practicable after the adoption of the resolution described in this sentence), a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the Board then in office (excluding the Executive if the Executive is then a member of the Board) at a meeting of the Board called and held for such purpose, after reasonable notice to the Executive and an opportunity for the Executive, together with the Executives counsel (if the Executive chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive had committed an act constituting Cause as herein defined and specifying the particulars thereof in detail. In addition, the Executive will be deemed to have been terminated for Cause, and the Executive shall repay to the Company any amounts previously paid pursuant to this Agreement, if, within 12 months after the Executives Termination Date, facts and circumstances are discovered that would have justified a termination for Cause for the commission of a criminal violation involving fraud, embezzlement or theft in connection with the Executives duties or in the course of the Executives employment with the Company or any Subsidiary. Nothing herein will limit the right of the Executive or the Executives beneficiaries to contest the validity or propriety of any such determination.
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