Exhibit 10.2


 


LINCOLN ELECTRIC HOLDINGS, INC.


 


Restricted Shares Agreement


 


WHEREAS, Lincoln
Electric Holdings, Inc. (the “Company”) maintains the
[                  ]
Plan, as may be amended from time to time (the “Plan”), pursuant to which the
Company may award Restricted Shares to officers and certain key employees of
the Company and its Subsidiaries;


 


WHEREAS,
[                  ]
(the “Grantee”) is an employee of the Company or one of its Subsidiaries;


 


WHEREAS, the Grantee
was awarded Restricted Shares under the Plan by the Compensation and Executive
Development Committee (the “Committee”) of the Board of Directors (the “Board”)
of the Company on
[                  ]
(the “Date of Grant”) and the execution of an Evidence of Award in the form
hereof (the “Agreement”) has been authorized by a resolution of the Committee
duly adopted on such date.


 


NOW,
THEREFORE, pursuant to the Plan and subject to the terms and
conditions thereof and the terms and conditions hereinafter set forth, the
Company hereby confirms the Grantee the award of
[                  ]
Restricted Shares.


 


1.                                      Definitions.  Unless otherwise defined in this Agreement,
terms used in this Agreement, with initial capital letters will have the
meanings assigned to them in the Plan.


 


(a)           “Change
in Control” means the occurrence of any of the following events:


 


(i)                                     any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) (a “Person”) is or becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more
of the combined voting power of the then-outstanding Voting Stock of the
Company; provided, however, that:


 


(1)                                 for purposes of
this Section 1(a)(i), the following acquisitions will not constitute a Change
in Control: (A) any acquisition of Voting Stock of the Company directly
from the Company that is approved by a majority of the Incumbent Directors,
(B) any acquisition of Voting Stock of the Company by the Company or any
Subsidiary, (C) any acquisition of Voting Stock of the Company by the
trustee or other fiduciary holding securities under any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Subsidiary,
and (D) any acquisition of Voting Stock of the Company by any Person
pursuant to a Business Transaction that complies with clauses (A), (B) and
(C) of Section 1(a)(iii) below;


 


(2)                                 if any Person
is or becomes the beneficial owner of 30% or more of combined voting power of
the then-outstanding Voting Stock of the Company as a result of a transaction
described in clause (A) of Section 1(a)(i)(1) above and such Person
thereafter becomes the beneficial owner of any additional shares of Voting
Stock of the 


 

















 


Company representing 1% or
more of the then-outstanding Voting Stock of the Company, other than in an
acquisition directly from the Company that is approved by a majority of the
Incumbent Directors or other than as a result of a stock dividend, stock split
or similar transaction effected by the Company in which all holders of Voting
Stock are treated equally, such subsequent acquisition will be treated as a
Change in Control;


 


(3)                                 a Change in
Control will not be deemed to have occurred if a Person is or becomes the
beneficial owner of 30% or more of the Voting Stock of the Company as a result
of a reduction in the number of shares of Voting Stock of the Company
outstanding pursuant to a transaction or series of transactions that is
approved by a majority of the Incumbent Directors unless and until such Person
thereafter becomes the beneficial owner of any additional shares of Voting
Stock of the Company representing 1% or more of the then-outstanding Voting
Stock of the Company, other than as a result of a stock dividend, stock split
or similar transaction effected by the Company in which all holders of Voting
Stock are treated equally; and


 


(4)                                 if at least a
majority of the Incumbent Directors determine in good faith that a Person has
acquired beneficial ownership of 30% or more of the Voting Stock of the Company
inadvertently, and such Person divests as promptly as practicable but no later
than the date, if any, set by the Incumbent Board a sufficient number of shares
so that such Person beneficially owns less than 30% of the Voting Stock of the
Company, then no Change in Control will have occurred as a result of such
Person’s acquisition; or


 


(ii)                                a majority of
the Board ceases to be comprised of Incumbent Directors; or


 


(iii)                             the
consummation of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of the stock or assets of another corporation, or other transaction
(each, a “Business Transaction”), unless, in each case, immediately following
such Business Transaction (A) the Voting Stock of the Company outstanding
immediately prior to such Business Transaction continues to represent (either
by remaining outstanding or by being converted into Voting Stock of the
surviving entity or any parent thereof), more than 50% of the combined voting
power of the then outstanding shares of Voting Stock of the entity resulting
from such Business Transaction (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of
the Company’s assets either directly or through one or more subsidiaries),
(B) no Person (other than the Company, such entity resulting from such
Business Transaction, or any employee benefit plan (or related trust) sponsored
or maintained by the Company, any Subsidiary or such entity resulting from such
Business Transaction) beneficially owns, 


 


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directly or indirectly, 30%
or more of the combined voting power of the then outstanding shares of Voting
Stock of the entity resulting from such Business Transaction, and (C) at
least a majority of the members of the Board of Directors of the entity
resulting from such Business Transaction were Incumbent Directors at the time
of the execution of the initial agreement or of the action of the Board
providing for such Business Transaction; or


 


(iv)                            approval by the
shareholders of the Company of a complete liquidation or dissolution of the
Company, except pursuant to a Business Transaction that complies with clauses
(A), (B) and (C) of Section 1(a)(iii).


 


(b)                                 Other
definitions used in Section 1(a):


 


(i)                                   “Board” means
the Board of Directors of Lincoln Electric Holdings, Inc.


 


(ii)                                “Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(iii)                             “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 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.


 


(iv)                            “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns
50% or more of the outstanding Voting Stock.


 


(v)                               “Voting Stock”
means securities entitled to vote generally in the election of directors.


 


(c)                                  “Retirement”
shall mean normal retirement, as determined under The Lincoln Electric
Retirement Annuity Program, whether or not the Grantee participates in that
program.


 


2.                                      Issuance of
Restricted Shares.  The
Restricted Shares covered by this Agreement shall be issued to the Grantee
effective upon the Date of Grant.  The
Common Shares subject to this grant of Restricted Shares shall be fully paid
and nonassessable and shall be represented by a certificate or certificates
registered in the Grantee’s name, endorsed with an appropriate legend referring
to the restrictions hereinafter set forth. 
The Grantee shall have all the rights of a shareholder with respect to
such Restricted Shares, including the right to vote the Restricted Shares and
to receive all dividends paid thereon (subject to Section 9 hereof),
provided that such Restricted Shares, together with any additional Restricted
Shares which 


 


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the Grantee may become
entitled to receive by virtue of a share dividend, a merger or reorganization
in which the Company is the surviving corporation or any other change in capital
structure, shall be subject to the restrictions hereinafter set forth.


 


3.                                      Restrictions on
Transfer of Shares.  The Common
Shares subject to this grant of Restricted Shares may not be sold, exchanged,
assigned, transferred, pledged, encumbered or otherwise disposed of by the
Grantee, except to the Company, until the Restricted Shares have become
nonforfeitable as provided in Section 4, 5 or 6 hereof; provided, however,
that the Grantee’s rights with respect to such Common Shares may be transferred
by will or pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance in
violation of the provisions of this Section 3 shall be void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in such Common Shares.  The
Company in its sole discretion, when and as permitted by the Plan, may waive
the restrictions on transferability with respect to all or a portion of the
Common Shares subject to this grant of Restricted Shares.


 


4.                                      Vesting of Restricted
Shares.  Subject to the terms and
conditions of Sections 5, 6 and 7 hereof, all of the Restricted Shares covered
by this Agreement shall become nonforfeitable upon
[                  ].


 


5.                                      Effect of
Change in Control.  The
Restricted Shares subject to this Agreement shall become immediately
nonforfeitable upon any Change in Control of the Company that shall occur while
the Grantee is an employee of the Company or a Subsidiary if the Grantee’s
employment is terminated prior to the vesting provided in Section 4 hereof
or if any successor to the business of the Company resulting from a Change in
Control should fail to honor the terms of this Agreement.


 


6.                                      Effect of
Death, Disability or Retirement.  If the Grantee’s employment with the Company
or one of its Affiliates should terminate because of the Grantee’s death,
disability or Retirement on or after the Grantee’s normal retirement date (as
determined under The Lincoln Electric Company Retirement Annuity Program),
prior to the vesting provided in Section 4 hereof, the Restricted Shares
granted hereby shall immediately become nonforfeitable.


 


7.                                      Effect of
Termination of Employment and Effect of Competitive Conduct.


 


(a)                                 In the event
that the Grantee’s employment shall terminate in a manner other than any
specified in Section 5 or Section 6 hereof, the Grantee shall forfeit
any Restricted Shares that have not become nonforfeitable by such Grantee at
the time of such termination; provided, however, that the Board
upon recommendation of the Committee may order that such part or all of such
Restricted Shares become nonforfeitable.


 


(b)                                 Notwithstanding
anything in this Agreement to the contrary, if the Grantee, either during
employment by the Company or a Subsidiary or within two (2) years after
termination of such employment, (i) shall become an employee of a
competitor of the Company or a Subsidiary or (ii) shall engage in any
other conduct that is competitive with the Company or a Subsidiary the Grantee
shall forfeit Restricted 


 


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Shares that have not become
nonforfeitable; in addition, if the Board or the Committee shall so determine,
the Grantee shall, forthwith upon notice of such determination, (x) return
to the Company, all the Common Shares that the Grantee has not disposed of that
became nonforfeitable pursuant to this Agreement within a period of one (1) year
prior to the date of the commencement of such employment or other competitive
conduct if the Grantee is an employee of the Company or a Subsidiary, or within
a period of one (1) year prior to termination of employment with the
Company or a Subsidiary if the Grantee is no longer an employee, and
(y) with respect to any Common Shares so granted that the Grantee has
disposed of, pay to the Company in cash the Fair Market Value of the Common
Shares on the date such Common Shares became nonforfeitable.  To the extent that such amounts are not paid
to the Company, the Company may set off the amounts so payable to it against
any amounts that may be owing from time to time by the Company or a Subsidiary
to the Grantee, whether as wages, deferred compensation or vacation pay or in
the form of any other benefit or for any other reason.


 


8.                                      Retention of
Stock Certificate(s) by the Corporation.  The certificate(s) representing the
Restricted Shares covered by this Agreement shall be held in custody by the
Company, together with a stock power endorsed in blank by the Grantee with
respect thereto, until those shares have become nonforfeitable in accordance
with Section 4, 5 or 6 hereof.


 


9.                                      Dividends and
Voting Rights.


 


(a)                                 The Grantee
shall have all of the rights of a shareholder with respect to the Restricted
Shares covered by this Agreement, including the right to vote such Restricted
Shares and receive any dividends that may be paid thereon; provided, however,
that any additional Common Shares or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation, separation or
reorganization or any other change in the capital structure of the Company
shall be subject to the same restrictions as the Restricted Shares covered by
this Agreement.


 


(b)                                 Cash dividends
on the Restricted Shares covered by this Agreement shall be sequestered by the
Company from and after the Date of Grant until such time as any of such
Restricted Shares become nonforfeitable in accordance with Sections 4, 5 or 6
hereof, whereupon such dividends shall be paid to the Grantee in Common Shares
to the extent such dividends are attributable to Restricted Shares that have
become nonforfeitable.  To the extent
that Restricted Shares covered by this Agreement are forfeited pursuant to Section 7
hereof, all the dividends sequestered with respect to such Restricted Shares
shall also be forfeited.  No interest
shall be payable with respect to any such dividends.


 


10.                               Withholding
Taxes.  No later than the date as of
which an amount first becomes includible in the gross income of the Grantee for
applicable income tax purposes with respect to the Restricted Shares awarded
under this Agreement, the Grantee shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any
Federal, state local or foreign taxes of any kind required by law to be
withheld with respect to such amount. 
Unless otherwise determined by the Committee, the minimum required 


 


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withholding obligations may
be settled with Common Shares, including vested Common Shares that are part of
this award.  The obligations of the
Company under this Agreement shall be conditional on such payment or
arrangements and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
the Grantee.


 


11.                               No Right to
Employment.  This award
of Restricted Shares is a voluntary, discretionary bonus being made on a
one-time basis and it does not constitute a commitment to make any future
awards.  This award and any payments made
hereunder will not be considered salary or other compensation for purposes of
any severance pay or similar allowance, except as otherwise required by
law.  The Plan and this Agreement will
not confer upon the Grantee any right with respect to the continuance of
employment or other service with the Company or any Subsidiary and will not
interfere in any way with any right that the Company or any Subsidiary would
otherwise have to terminate any employment or other service of the Grantee at
any time.  For purposes of this
Agreement, the continuous employ of the Grantee with the Company or a
Subsidiary shall not be deemed interrupted, and the Grantee shall not be deemed
to have ceased to be an employee of the Company or any Subsidiary, by reason of
(A) the transfer of his or her employment among the Company and its
Subsidiary or (B) an approved leave of absence.


 


12.                               Relation to
Other Benefits.  Any
economic or other benefit to the Grantee under this Agreement or the Plan will
not be taken into account in determining any benefits to which the Grantee may
be entitled under any profit-sharing, retirement or other benefit or
compensation plan maintained by the Company or a Subsidiary and will not affect
the amount of any life insurance coverage available to any beneficiary under
any life insurance plan covering employees of the Company or a Subsidiary.


 


13.                               Agreement
Subject to the Plan.  The
Restricted Shares granted under this Agreement and all of the terms and
conditions hereof are subject to all of the terms and conditions of the
Plan.  In the event of any inconsistency
between this Agreement and the Plan, the terms of the Plan will govern.


 


14.                               Data Privacy.  Information about the Grantee and the Grantee’s
participation in the Plan may be collected, recorded and held, used and
disclosed for any purpose related to the administration of the Plan.  The Grantee understands that such processing
of this information may need to be carried out by the Company and its
Subsidiary and by third party administrators whether such persons are located
within the Grantee’s country or elsewhere, including the United States of
America.  The Grantee consents to the
processing of information relating to the Grantee and the Grantee’s
participation in the Plan in any one or more of the ways referred to above.


 


15.                               Amendments.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment shall
adversely affect the rights of the Grantee with respect to Restricted Shares
without the Grantee’s consent.


 


16.                               Severability.  In the event that one or more of the
provisions of this Agreement shall be invalidated for any reason by a court of
competent jurisdiction, any provision so invalidated 


 


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will be deemed to be
separable from the other provisions hereof, and the remaining provisions hereof
will continue to be valid and fully enforceable.


 


17.                               Governing Law.  This Agreement is made under, and will be
construed in accordance with, the internal substantive laws of the State of
Ohio.


 


The
undersigned Grantee hereby acknowledges receipt of an executed original of this
Restricted Shares Agreement and accepts the right to receive the Restricted
Shares granted hereunder subject to the terms and conditions of the Plan and
the terms and conditions herein above set forth.


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  «Name»

  



 


 


THIS
AGREEMENT is executed by the Company on this
       day of
                ,
20    .


 


	
   

  	
  LINCOLN
  ELECTRIC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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