SEC Filings

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

  (ii) committed an intentional violation of the Lincoln Electric Code of Corporate Conduct and Ethics, or any successor document, in effect immediately prior to a Change in Control;


  (iii) committed intentional wrongful damage to property of the Company or any Subsidiary;


  (iv) committed intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or


  (v) committed intentional wrongful engagement in any of the activities set forth in the Proprietary Information, Inventions and Restrictive Covenant Agreement attached hereto as Annex B;

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 Executive’s 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 Executive’s employment (except in the case where facts and circumstances are discovered after the Executive’s 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 Executive’s 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 Executive’s 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 Executive’s duties or in the course of the Executive’s employment with the Company or any Subsidiary. Nothing herein will limit the right of the Executive or the Executive’s beneficiaries to contest the validity or propriety of any such determination.


  (d) “Change in Control” means the occurrence during the Term of any of the following events:


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