EX-10.1



 Exhibit 10.1 
 LINCOLN ELECTRIC HOLDINGS, INC. 
 2005 DEFERRED COMPENSATION PLAN FOR
EXECUTIVES 
 (AS AMENDED AND RESTATED AS OF AUGUST 1, 2011) 

ARTICLE I 

PURPOSE 
 The
Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan (the “Plan”) was established by Lincoln Electric Holdings, Inc., effective December 30, 2004, to allow designated management and highly compensated employees to defer a
portion of their current salary and bonus compensation. The Plan is hereby amended and restated as of August 1, 2011. 

The Plan is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent.

 It is intended that the Plan will aid in attracting and retaining employees of exceptional ability by providing these
benefits. The terms and conditions of the Plan are set forth below. 
 ARTICLE II 

DEFINITIONS AND CONSTRUCTION 

Section 2.1. Definitions. Whenever the following terms are used in this Plan they shall have the meanings specified below unless the context clearly
indicates to the contrary: 
 (a) “Account”: The bookkeeping account maintained for each Participant showing his or her
interest under the Plan. 
 (b) “Accounting Date”: December 31 of each year and the last day of any calendar
quarter in which a Participant’s Settlement Date occurs. 
 (c) “Accounting Period”: The period beginning on the
day immediately following an Accounting Date and ending on the next following Accounting Date. 
 (d) “Administrator”:
The committee established pursuant to the provisions of Section 7.1. 
 (e) “Base Salary”: The base earnings
earned by a Participant and payable to him by the Corporation with respect to a Plan Year without regard to any increases or decreases in base earnings as a result of an election to defer base earnings under this Plan, or an election between
benefits or cash provided under a plan of the Corporation maintained pursuant to Section 125 or 401(k) of the Code. 







 (f) “Beneficiary”: The person or persons (natural or otherwise), within the
meaning of Section 6.5, who are entitled to receive distribution of the Participant’s Account balance in the event of the Participant’s death. 
 (g) “Board”: The Board of Directors of Holdings. 
 (h) “Bonus”
or “Bonuses”: Any cash bonus earned by a Participant and payable to him by the Corporation with respect to any bonus plan year ending within a Plan Year without regard to any decreases as a result of an election to defer any portion of a
bonus under this Plan, or an election between benefits or cash provided under a plan of the Corporation maintained pursuant to Section 125 or 401(k) of the Code. 
 (i) “Cash LTIP”: Any cash incentive award under the Lincoln Electric Holdings, Inc. Cash Long Term Incentive Plan. 
 (j) “Code”: The Internal Revenue Code of 1986, as amended from time to time, and any rules and regulations promulgated thereunder. Any reference to a provision of the Code shall also include any
successor provision that modifies, replaces or supersedes it. 
 (k) “Committee”: The Compensation &
Executive Development Committee of the Board. 
 (l) “Common Shares”: Shares of common stock of Holdings. 

(m) “Compensation”: The amount of Base Salary plus Bonuses earned by a Participant and payable to him by the Corporation with
respect to a Plan Year, plus the amount of Cash LTIP awarded to a Participant. 
 (n) “Corporation”: Holdings and any
Participating Employer or any successor or successors thereto. 
 (o) “Deferral Commitment”: An agreement by a
Participant to have a specified percentage or dollar amount of his or her Compensation deferred under the Plan and/or an agreement by a Participant to have a specified percentage of his or her RSUs deferred under the Plan beyond vesting, as well as
any income or gain that otherwise would be recognized upon or after vesting of the RSUs. 
 (p) “Deferral Period”: The
Plan Year for which a Participant has elected to defer a portion of his or her Compensation, with respect to the Cash LTIP, the Plan Year(s) corresponding to the measurement period for the Cash LTIP, or, with respect to RSUs, the Plan Year(s)
corresponding with the vesting period for the RSUs. 
 (q) “Deferred RSU Sub-account”: The bookkeeping sub-account
maintained for each Participant who elects to defer RSUs upon vesting. 
 (r) “Disability”: A Participant shall be
considered to have a Disability if the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be


  
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expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under the Corporation’s plan providing
benefits for short term disability. 
 (s) “Effective Date”: This Plan was originally established by the Corporation
effective as of December 30, 2004 and has been amended from time to time. This amended and restated Plan shall be effective as of August 1, 2011. 
 (t) “Employee”: Any employee of the Corporation who is, as determined by the Committee, a member of a “select group of management or highly compensated employees” of the Corporation,
within the meaning of Sections 201, 301 and 401 of ERISA, and who is designated by the Committee as an Employee eligible to participate in the Plan. 
 (u) “Employee Savings Plan”: The Lincoln Electric Holdings, Inc. Employee Savings Plan. 
 (v) “Equity Incentive Plan”: The Lincoln Electric Holdings, Inc. 2006 Equity and Performance Incentive Plan, or any similar or successor plan. 

(w) “ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any rules or regulations
promulgated thereunder. Any reference to a provision of ERISA shall also include any provision that modifies, replaces or supersedes it. 
 (x) “Financial Hardship”: A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the
Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. 

(y) “Holdings”: Lincoln Electric Holdings, Inc., an Ohio corporation. 

(z) “Investment Funds”: Has the meaning set forth in Section 5.3. 

(aa) “Investment Request”: An investment preference request filed by a Participant which (i) shall apply with respect to
contributions credited to the Participant’s Account (other than amounts in the Deferred RSU Sub-account) until the timely filing of a subsequent Investment Request and (ii) shall determine the manner in which such credited contributions
shall be initially allocated by the Participant among the various Investment Funds within the Plan. A subsequent Investment Request may be submitted in writing (or in an electronic format) to the Administrator by the Participant. Such Investment
Request will be effective on the first business day of the next calendar month following receipt by the Administrator of such Investment Request. 
 (bb) “Investment Re-Allocation Request”: An investment preference request filed by a Participant which shall re-direct the manner in which earlier credited amounts to a Participant’s
Account (other than amounts in the Deferred RSU Sub-account), as well as any appreciation (or depreciation) to-date, are invested within the deemed Investment Funds available in the Plan. An 

  
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Investment Re-Allocation Request may be submitted in writing (or in an electronic format) to the Administrator by the Participant. Such Investment Re-Allocation Request will be effective on the
first business day of the next calendar month with respect to the balance of the Participant’s Account following receipt by the Administrator of such Investment Re-Allocation Request. 

(cc) “Participant”: An Employee participating in the Plan in accordance with the provisions of Section 3.1 or former
Employee retaining benefits under the Plan that have not been fully paid. 
 (dd) “Participating Employer”: The
Lincoln Electric Company, and any other subsidiary or affiliate of Holdings that adopts the Plan with the consent of the Committee. Any Participating Employer that adopts the Plan and thereafter ceases to exist, ceases to be a subsidiary or
affiliate or Holdings or withdraws from the Plan shall no longer be considered a Participating Employer unless otherwise determined by the Committee. 
 (ee) “Participation Agreement”: The Agreement submitted by a Participant to the Administrator with respect to one (1) or more Deferral Commitments. 

(ff) “Plan”: The Plan set forth in this instrument as it may, from time to time, be amended. 

(gg) “Plan Year”: The twelve (12) - month period beginning January 1 through December 31, commencing with the Plan
Year beginning January 1, 2005. 
 (hh) “Retirement”: Termination of employment with the Corporation on or after
attainment of age fifty-five (55). 
 (ii) “RSUs”: An award of Restricted Stock Units under the Equity Incentive Plan,
representing the right to receive Common Shares at the end of a specified period 
 (jj) “Section 409A”:
Section 409A of the Code and any proposed, temporary or final regulations, or any notices or other guidance, promulgated with respect to Section 409A. 
 (kk) “Settlement Date”: The date on which a Participant separates from service (within the meaning of Section 409A) with the Corporation. “Bona fide leaves of absence” (within the
meaning of Section 409A) granted by the Corporation will not be considered a separation from service during the term of such leave. Settlement Date will also include a date selected by the Participant pursuant to Section 6.3. 

(ll) “Specified Employee”: A Participant who is a “specified employee” within the meaning of Section 409A and
pursuant to procedures established by the Corporation. 
 (mm) “Subsequent Deferral Rule”: Any subsequent election
(other than modifications on account of Disability, death or a Financial Hardship) that alters the payment form or the date of distribution designated in the Participant’s original Participation Agreement (i) may not take effect for at
least twelve (12) months: (ii) must be made at least twelve (12) months prior to the due date of the first payment under the Participant’s original Participation Agreement: and
(iii)

  
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must extend payment of a Participant’s Account at least five (5) years from the due date of the first payment under the Participant’s original Participation Agreement. 

Section 2.2. Construction. The masculine or feminine gender, where appearing in the Plan, shall be deemed to include the opposite gender, and the
singular may include the plural, unless the context clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the
entire Plan, and not to any particular provision or Section. 
 ARTICLE III 

PARTICIPATION AND DEFERRALS 

Section 3.1. Eligibility and Participation. 
 (a) Eligibility. Eligibility to participate in the Plan for any Deferral Period is limited to those management and/or highly compensated Employees of the Corporation (i) who are designated, from time
to time, by the Committee, and (ii) who have elected to make the maximum elective contributions permitted them under the terms of the Employee Savings Plan for such Deferral Period. 

(b) Participation. An eligible Employee may elect to participate in the Plan with respect to any Deferral Period by submitting a
Participation Agreement to the Administrator by the last business day immediately preceding the applicable Deferral Period. With respect to RSUs, an eligible Employee also may elect to participate in the Plan by submitting a Participation Agreement
to the Administrator by the last business day immediately preceding the applicable one-year vesting period for one or more portions of the RSU award, provided such vesting periods are at least thirteen (13) months after the date of the initial
RSU award. 
 (c) Initial Year of Participation. Except as provided in Section 3.1(d), in the event that an individual
first becomes eligible to participate during a Plan Year and wishes to elect a Deferral Commitment with respect to the Compensation or RSUs earned by and payable to the individual during such Plan Year, a Participation Agreement must be submitted to
the Administrator no later than thirty (30) days following such individual’s initial eligibility. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Compensation earned following the
submission of the Participation Agreement to the Administrator. With respect to RSUs, any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to RSUs that begin vesting on or following the submission of
the Participation Agreement to the Administrator. If an eligible Employee does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period
subsequent to the Deferral Period in which the individual initially became eligible to participate. 
 (d) Participation for
2005. In the event that an individual wishes to elect a Deferral Commitment with respect to the Compensation earned by and payable to the individual during the Plan Year beginning January 1, 2005, a Participation Agreement must be submitted to
the 

  
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Administrator on or before March 15, 2005. Any Deferral Commitments elected in such Participation Agreement shall be effective only with regard to Compensation that has not been paid or
become payable at the time of submission. If an Eligible Employee does not submit a Participation Agreement within such period of time, such individual will not be eligible to participate in the Plan until the first day of a Deferral Period
subsequent to the 2005 Plan Year. 
 (e) Termination of Participation. Participation in the Plan shall continue as long as the
Participant is eligible to receive benefits under the Plan. 
 Section 3.2. Ineligible Participant. If the Administrator determines that
any Participant may not qualify as a member of a select group of “management or highly compensated employees” within the meaning of ERISA, or regulations promulgated thereunder, the Administrator may determine, in its sole discretion, that
such Participant shall not be permitted to elect to defer Compensation or RSUs with respect to any subsequent Deferral Period. 

Section 3.3. Amount of Deferral. 
 (a) With respect to each Deferral Period, a Participant may elect to defer a specified dollar amount or percentage of his or her Compensation, provided the amount the Participant elects to defer under
this Plan and the Employee Savings Plan shall not exceed the sum of eighty percent (80%) of his or her Base Salary plus eighty percent (80%) of his or her Bonus plus eighty percent (80%) of his or her Cash LTIP with respect to such
Deferral Period. With respect to each Deferral Period, a Participant may elect to defer a specified percentage of his or her RSUs, provided the amount the Participant elects to defer under this Plan shall not exceed one hundred percent
(100%) of his or her RSUs with respect to such Deferral Period. Such amount to be deferred shall be indicated in the Participant’s Participation Agreement. A Participant may choose to have amounts deferred under this Plan deducted from his
or her Base Salary, Bonus, Cash LTIP, RSUs or a combination of the foregoing, which shall also be indicated in the Participant’s Participation Agreement. 
 (b) For the first Deferral Period with respect to each category of Compensation or RSUs, a Participant may elect to defer all or any portion of his or her Base Salary, Bonus, Cash LTIP and/or RSUs earned
or payable after the later of the effective date of the Participation Agreement or the date of filing the Participation Agreement with the Administrator, provided each deferred amount for each Deferral Period does not exceed the annual limitations
under this Section 3.3 computed for the calendar year in which such Deferral Period commences and provided that with respect to the Bonus and/or Cash LTIP, so long as the amounts in respect of the Bonus and/or Cash LTIP, as applicable, have not
yet become “readily ascertainable” (within the meaning of Section 409A). 
 (c) A Participant may change the
dollar amount or percentage of his or her Compensation or RSUs to be deferred by filing a written notice thereof with the Administrator. Any such change shall be effective as of the first day of the Plan Year immediately succeeding the Plan Year in
which such notice is filed with the Administrator: provided, however, with respect to a Deferral Commitment of an eligible Employee’s Bonus or Cash LTIP, (i) if the notice of change is filed with the Administrator on or before the date
that is six months before the end of the performance period applicable to such Bonus or Cash LTIP, as applicable, and (ii)

  
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provided that the notice is filed with the administrator before the Bonus or Cash LTIP, as applicable, has become “readily ascertainable” (within the meaning of Section 409A), the
change in the dollar amount or percentage of Compensation to be deferred will be effective on the date the change is filed with the Administrator. 
 ARTICLE IV 
 PARTICIPANTS’ ACCOUNTS 

Section 4.1. Establishment of Accounts. The Corporation, through its accounting records, shall establish an Account for each Participant. In
addition, the Corporation may establish one (1) or more sub-accounts of a Participant’s Account, if the Corporation determines that such sub-accounts are necessary or appropriate in administering the Plan, including, but not limited to, a
Deferred RSU Sub-account 
 Section 4.2. Elective Deferred Compensation and RSUs. A Participant’s Compensation and RSUs that are
deferred pursuant to a Deferral Commitment shall be credited to the Participant’s Account within thirty (30) days following the date the corresponding non-deferred portion of his or her Compensation would have been paid to the Participant
or the non-deferred portion of his or her RSUs (and any sequestered dividend equivalent rights) would have vested, as applicable. Any withholding of taxes or other amounts with respect to deferred Compensation or RSUs which is required by state,
federal or local laws shall be withheld from the Participant’s deferred Compensation or RSUs. 
 Section 4.3. Determination of
Accounts. 
 (a) The amount credited to each Participant’s Account as of a particular date shall equal the deemed balance
of such Account as of such date. The balance in the Account shall equal the amount credited pursuant to Section 4.2, and shall be adjusted in the manner provided in Section 4.4. 

(b) The Corporation, through its accounting records, shall maintain a separate and distinct record of the amount in each Account as
adjusted to reflect income, gains, losses, withdrawals and distributions. 
 Section 4.4. Adjustments to Accounts. 

(a) Each Participant’s Account shall be debited with the amount of any distributions under the Plan to or on behalf of the
Participant or, in the event of his or her death, his or her Beneficiary during the Accounting Period ending on such Accounting Date. 
 (b) The Participant’s Account shall next be credited or debited, as the case may be, on a daily basis with the performance of each deemed Investment Fund (other than the Deferred RSU Sub-account)
based on the manner in which the balance of such Participant’s Account has been allocated among the deemed Investment Funds provided for in Article V. The performance 

  
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of each deemed Investment Fund (either positive or negative) will be determined by the Administrator, in its sole discretion. 

(c) Earnings on any amounts deemed to have been invested in any deemed Investment Fund (other than the Deferred RSU Sub-account) will be
deemed to have been reinvested as the Committee so determines. 
 (d) Each Participant’s Deferred RSU Sub-account shall be
deemed invested solely in Common Shares, including fractions of a Common Share. 
 (e) The Participant’s Deferred RSU
Sub-account will be credited with any dividend equivalent rights, also as Common Shares, based on the fair market value of a Common Share at the time such dividend equivalent rights are so credited. 

Section 4.5. Statement of Accounts. As soon as practicable after the end of each Plan Year, a statement shall be furnished to each Participant or,
in the event of his or her death, to his or her Beneficiary showing the status of his or her Account as of the end of the Plan Year, any changes in his or her Account since the end of the immediately preceding Plan Year, and such other information
as the Administrator shall determine. 
 Section 4.6. Vesting of Accounts. Subject to Section 5.1, each Participant shall at all times
have a nonforfeitable interest in his or her Account balance. 
 ARTICLE V 

FINANCING OF BENEFITS 

Section 5.1. Financing of Benefits. Benefits payable under the Plan to a Participant or, in the event of his or her death, to his or her Beneficiary
shall be paid by the Corporation from its general assets or, with respect to the Deferred RSU Sub-account, from treasury shares. The payment of benefits under the Plan represents an unfunded, unsecured obligation of the Corporation. Notwithstanding
the fact that the Participants’ Accounts may be adjusted by an amount that is measured by reference to the performance of any deemed Investment Funds as provided in Section 5.3, no person entitled to payment under the Plan shall have any
claim, right, security interest or other interest in any fund, (trust, account, insurance contract, or asset of the Corporation which may be responsible for such payment. 
 Section 5.2. Security For Benefits. Notwithstanding the provisions of Section 5.1, nothing in this Plan shall preclude the Corporation from setting aside amounts in (trust (the
“Trust”) pursuant to one (l) or more trust agreements between a trustee and the Corporation. However, no Participant or Beneficiary shall have any secured interest or claim in any assets or property of the Corporation or the Trust and
all funds contained in the Trust shall remain subject to the claims of the Corporation’s general creditors. 
 Section 5.3. Deemed
Investments. 

  
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 (a) The Committee may designate one (1) or more separate investment funds or vehicles
or measures for crediting earnings, including, without limitation, certificates of deposit, mutual funds, money market accounts or funds, limited partnerships, or debt or equity securities, including equity securities of the Corporation (measured by
market value, book value or any formula selected by the Committee), in which the amount credited to a Participant’s Account will be deemed to be invested (collectively, the “Investment Funds”). The amount credited to a
Participant’s Deferred RSU Sub-account will be deemed invested solely in Common Shares and has been designated by the Committee as a separate Investment Fund. 
 (b) An Investment Request or Investment Re-Allocation Request will advise the Administrator as to the Participant’s preference with respect to Investment Funds for all or some portion of the amounts
credited to a Participant’s Account in specified multiples of one percent (1%). Notwithstanding the foregoing, no Investment Request or Investment Re-Allocation Request election may be made with respect to amounts allocated to a
Participant’s Deferred RSU Sub-account. 
 Section 5.4. Change of Investment Request Election. 

(a) A Participant may change his or her Investment Request prospectively as of the first business day of any calendar month by giving the
Administrator prior written (or in an electronic format) notice by filing an Investment Request, with respect to contributions subsequently credited to a Participant’s Account, other than amounts credited to his or her Deferred RSU Sub-account.

 (b) A Participant may change his or her Investment Re-Allocation Request prospectively as of the first business day of any
calendar month by giving the Administrator prior written (or in an electronic format) notice by filing an Investment Re-Allocation Request, with respect to all or a portion of the Participant’s Account, other than his or her Deferred RSU
Sub-account. 
 (c) The Administrator may, but is under no obligation to, deem the amounts credited to a Participant’s
Account to be invested in accordance with the Investment Request or Investment Re-Allocation Request made by the Participant, or the Committee may, instead, in its sole discretion, deem such Account to be invested in any deemed Investment Funds
selected by the Committee. 
 (d) Notwithstanding any provision of the Plan to the contrary: 

(i) The Administrator, in its sole and absolute discretion (but subject to the requirements of applicable law) may
temporarily suspend, in whole or in part, certain Plan transactions, including without limitation, the right to change investment preference allocation elections and/or the right to receive a distribution or withdrawal from a Participant’s
Account in the event of any conversion, change in recordkeepers, change in Investment Funds and/or Plan merger, spin-off or similar corporate change. 
 (ii) In the event of a change in Investment Funds and/or a Plan merger, spinoff or similar corporate change, the Administrator, in its sole and absolute discretion may decide to map investments from a
Participant’s prior investment preference allocation 

  
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elections to the then available Investment Funds under the Plan. In the event that investments are mapped in this manner, the Participant will be permitted to reallocate funds among the
Investment Funds (in accordance with this Section 5.4) after the suspension period described in Section 5.4(d)(i), if any, has ended. 
 ARTICLE VI 
 DISTRIBUTION OF BENEFITS 

Section 6.1. Settlement Date. A Participant or, in the event of his or her death, his or her Beneficiary will be entitled to distribution of the
balance of his or her Account, as provided in this Article VI, following his or her Settlement Date or Dates. 
 Section 6.2. Amount to be
Distributed. The amount to which a Participant or, in the event of his or her death, his or her Beneficiary is entitled in accordance with the following provisions of this Article shall be based on the Participant’s adjusted account balance
determined as of the Accounting Date coincident with or next following his or her Settlement Date or Dates. 
 Section 6.3. In Service
Distribution. A Participant may elect to receive an in service distribution of his or her deferred Compensation or RSUs for any Deferral Period in a single lump sum payment in cash (or, in the case of a Participant’s Deferred RSU Sub-account,
Common Shares) on a date which is at least one (l) year after the end of such Deferral Period. A Participant’s election of an in service distribution shall be filed in writing with the Administrator at the same time as is filed his or her
election to participate as provided in Section 3.1. Any benefits paid to the Participant as an in service distribution shall reduce the Participant’s Account. Any changes to the foregoing election shall be subject to the Subsequent
Deferral Rule. 
 Section 6.4. Form of Distribution. 
 (a) (i) As soon as practicable after the end of the Accounting Period in which a Participant’s Settlement Date occurs, but in no event later than thirty (30) days following the end of such
Accounting Period (or in the case of a Settlement Date selected by a Participant pursuant to Section 6.3, no later than such specified date), the Corporation shall commence distribution or cause distribution to be commenced, to the Participant
or, in the event of his or her death, to his or her Beneficiary, of the balance of the Participant’s Account, as determined under Section 6.2, under one (1) of the forms provided in this Section 6.4, as specified in the
Participant’s Participant Agreement. 
 (ii) Notwithstanding the foregoing, if a
Participant is a Specified Employee on the Settlement Date that results from his or her separation from service, and if any portion of the payments to such Participant upon his or her separation from service would be considered deferred compensation
under Section 409A, such Participant’s payment, whether in the form of a single lump sum or an initial installment payment, shall commence on the earliest to occur of (A) the first day of the 7th month following the Settlement Date, (B) the Participant’s
death, or (C) upon the date specified pursuant to 

  
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any in service distribution election under Section 6.3, except that an installment payment will only be distributed on such date if such payment has otherwise become due and payable and any
subsequent annual installment shall be paid pursuant to the schedule elected by the Participant in his or her Participation Agreement. 
 (b) Notwithstanding Section 6.4(a)(i) and subject to Section 6.4(a)(ii), if elected by the Participant in his or her Participation Agreement and provided that the form of the distribution for
all prior elections is in the form of a lump sum distribution in cash (or, in the case of a Participant’s Deferred RSU Sub-account, Common Shares), the distribution of the Participant’s Account may commence at the beginning of the second
calendar year commencing after the Participant’s separation from service due to Retirement. 
 (c) Distribution of a
Participant’s Account following his or her separation from service, other than a separation from service due to a Participant’s Retirement or death, shall be made in a single lump sum payment in cash (or, in the case of a
Participant’s Deferred RSU Sub-account, Common Shares). 
 (d) Distribution of a Participant’s Account following his
or her Retirement or death shall be made in cash (or, in the case of a Participant’s Deferred RSU Sub-account, Common Shares) in one (1) of the following forms as elected by the Participant in his or her Participation Agreement:

 (i) in five (5) annual installments, with each installment being designated a “separate
payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or 
 (ii) in ten (10) annual
installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or 
 (iii) in fifteen (15) annual installments, with each installment being designated a “separate payment” as described in Treasury Regulation §1.409A-2(b)(2)(iii); or 

(iv) in a single lump sum; 
 provided, however, that in the event of a Participant’s death, if the balance in his or her Account is then less than $35,000, such balance shall be distributed in a single lump sum payment. If the
Participant fails to select a form of distribution with respect to any Deferral Commitment, such amount shall be paid in a lump sum at the time of such Participant’s separation from service. 

(e) The Participant’s election of the form and date of distribution shall be provided for in the Participant’s Participation
Agreement. Subject to the Subsequent Deferral Rule, any such election may be changed by the Participant without the consent of any other person by filing a later signed written election with the Administrator. 

(f) The amount of each installment shall be equal to the quotient obtained by dividing the Participant’s Account balance as of the
date of such installment payment by the number of installment payments remaining to be made to or in respect of such Participant at the time of calculation, and, with respect to a Participant’s Deferred RSU Sub-account, rounded up to the next
whole share. 

  
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 (g) Any fraction of a Common Share payable from a Participant’s Deferred RSU
Sub-account shall be distributed in cash. 
 Section 6.5. Beneficiary Designation. As used in the Plan the term “Beneficiary”
means: 
 (a) The last person designated as Beneficiary by the Participant in a written notice on a form prescribed by the
Administrator: 
 (b) If there is no designated Beneficiary or if the person so designated shall not survive the Participant,
such Participant’s spouse: or 
 (c) If no such designated Beneficiary and no such spouse is living upon the death of a
Participant, or if all such persons die prior to the full distribution of the Participant’s Account balance, then the legal representative of the last survivor of the Participant and such persons, or, if the Administrator shall not receive
notice of the appointment of any such legal representative within one (1) year after such death, the heirs-at-law of such survivor (in the proportions in which they would inherit his or her intestate personal property) shall be the
Beneficiaries to whom the then remaining balance of the Participant’s Account shall be distributed. 
 Prior to the
Participant’s death, any Beneficiary designation may be changed from time to time by like notice similarly delivered. No notice given under this Section shall be effective unless and until the Administrator actually receives such notice.

 Section 6.6. Facility of Payment. Whenever and as often as any Participant or his or her Beneficiary entitled to payments hereunder
shall be under a legal disability or, in the sole judgment of the Administrator, shall otherwise be unable to apply such payments to his or own best interests and advantage, the Administrator in the exercise of its discretion may direct all or any
portion of such payments to be made in anyone (1) or more of the following ways: (i) directly to him: (ii) to his or her legal guardian or conservator: or (iii) to his or her spouse or to any other person, to be expended for his
or her benefit: and the decision of the Administrator, shall in each case be final and binding upon all persons in interest. 

Section 6.7. Hardship Distributions. Upon a finding by the Administrator that a Participant has suffered a Financial Hardship, the Administrator
may, in its sole discretion, distribute, or direct the Trustee to distribute, to the Participant an amount which does not exceed the amount required to meet the immediate financial needs created by the Financial Hardship, plus amounts necessary to
pay taxes reasonably anticipated as a result of the distribution and are not otherwise available through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent that the liquidation
of such assets would not itself cause severe financial hardship to the Participant). No distributions pursuant to this Section 6.7 may be made in excess of the value of the Participant’s Account at the time of such distribution.

 Section 6.8. Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan
are in addition to any other benefits available to such Participant under any other plan or program for employees of the Corporation. 

Section 6.9. Transitional Relief for 2008. Notwithstanding anything herein to the contrary, a Participant (i) must designate the time and form
of distribution to the extent not previously so 

  
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elected and/or (ii) may make a new election to change a previously filed election with respect to the time and form of distribution, in each case, no later than December 31, 2008. Any
Participant who fails to deliver a new payment election as provided in clause (ii) above shall continue to participate in the Plan in accordance with his or her prior distribution elections, which shall be administered in accordance with
Section 409A. An election may be changed by the Participant without the consent of any other person by filing a later signed written election with the Administrator: provided, however, that any subsequent election made after December 31,
2008 will be subject to the Subsequent Deferral Rule. 
 Section 6.10. Change in Control. Notwithstanding any of the preceding provisions
of this Plan, as soon as possible following “change in the ownership” or the “effective control” of the Corporation or a “change in the ownership of a substantial portion of the Corporation’s assets” (each within
the meaning of Section 409A), but in no event later than 30 days following such event, a lump-sum payment shall be made, in cash (or, in the case of a Participant’s Deferred RSU Sub-account, Common Shares), of the entire Account hereunder
of each Participant. 
 ARTICLE VII 
 ADMINISTRATION, AMENDMENT AND TERMINATION 
 Section 7.1. Administration. The Plan shall be
administered by an Administrator consisting of one (1) or more persons who shall be appointed by and serve at the pleasure of the Board. The Administrator shall have such powers as may be necessary to discharge its duties hereunder, including,
but not by way of limitation, to construe and interpret the Plan and determine the amount and time of payment of any benefits hereunder. The Administrator may, from time to time, employ agents and delegate to them such administrative duties as it
sees fit, and may from time to time consult with legal counsel who may be counsel to the Corporation. The Administrator shall have no power to add to, subtract from or modify any of the terms of the Plan, or to change or add to any benefits provided
under the Plan, or to waive or fail to apply any requirements of eligibility for a benefit under the Plan. No member of the Administrator shall act in respect of his or her own Account. All decisions and determinations by the Administrator shall be
final and binding on all parties. All decisions of the Administrator shall be made by the vote of the majority, including actions in writing taken without a meeting. All elections, notices and directions under the Plan by a Participant shall be made
on such forms as the Administrator shall prescribe. 
 Section 7.2. Plan Administrator. The Corporation shall be the
“administrator” under the Plan for purposes of ERISA. 
 Section 7.3. Amendment, Termination and Withdrawal. 

(a) In General. The Plan may be amended from time to time or may be terminated at any time by the Board. Except as provided in
Section 7.3(b), no amendment or termination of the Plan, however, may adversely affect the amount or timing of payment of any person’s benefits 

  
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accrued under the Plan to the date of amendment or termination without such person’s written consent. 
 (b) Compliance with Section 409A. (1) It is intended that the Plan comply with the provisions of Section 409 A, so that the income inclusion provisions of Section 409A do not apply to
the Participants. The Plan and each Participation Agreement and Deferral Commitment shall be administered in a manner consistent with this intent. 
 (2) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable
under the Plan to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to a
Participant or for a Participant’s benefit under the Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Corporation or any of its affiliates. 

(3) Notwithstanding any provision of the Plan and Participation Agreements and Deferral Commitments to the continually, in light of the
uncertainty with respect to the proper application of Section 409A, Holdings reserves the right to make amendments to the Plan and Participation Agreements and Deferral Commitments as Holdings deems necessary or desirable to avoid the
imposition of taxes or penalties under Section 409A. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s Account in
connection with the Plan (including any taxes and penalties under Section 409A), and neither Holdings, the Corporation nor any of their affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all
of such taxes or penalties. 
 Section 7.4. Successors. The Corporation shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business and/or assets of the Corporation expressly to assume and to agree to perform this Plan in the same manner and to the same extent the
Corporation would be required to perform if no such succession had taken place. This Plan shall be binding upon and inure to the benefit of the Corporation and any successor of or to the Corporation, including without limitation any persons
acquiring directly or indirectly all or substantially all of the business and/or assets of the Corporation whether by sale, merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Corporation”
for the purposes of this Plan), and the heirs, beneficiaries, executors and administrators of each Participant. 
 Section 7.5. Claims
Procedure. 
 (a) Except as otherwise provided in the Plan, the Administrator will determine the rights of any Participant to
any benefits hereunder. Any employee or former employee of the Corporation who believes that he has not received any benefit under the Plan to which he believes he is entitled, may file a claim in writing with the Administrator. The Administrator
will, no later than ninety (90) days after the receipt of a claim, either allow or deny the claim by written notice to the claimant: provided, however, that if the Administrator determines that special circumstances require an extension of time
for processing of an employee’s claim, the 

  
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Administrator will provide written notice of the extension to the employee within such ninety (90)-day period. In no event will the extension of time to process the claim exceed a period of
ninety (90) days from the end of the initial ninety (90)-day review period. If a claimant does not receive written notice of the Administrator’s decision on his or her claim within the first ninety (90)-day review period (or the
one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Administrator), the claim will be deemed to have been denied in full. 
 (b) A denial of a claim by the Administrator, wholly or partially, will be written in a manner calculated to be understood by the claimant and will include: 

(i) the specific reason or reasons for the adverse determination; 

(ii) specific reference to pertinent Plan provisions on which the denial is based; 

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and 
 (iv) an explanation of the claim review
procedure and the time limits applicable to such procedures, including a statement of a claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review. 

(c) A claimant whose claim is denied (or his duly authorized representative) may, within sixty (60) days after receipt of denial of
his or her claim, request a review of such denial by the Committee by filing with the Secretary of the Committee a written request for review of his or her claim. If the claimant does not file a request for review with the Committee within such
sixty (60)-day period, the claimant will be deemed to have acquiesced in the original decision of the Committee on his or her claim. If a written request for review is so filed within such sixty (60)-day period, the Committee will conduct a full and
fair review of such claim. During such full review, the claimant will be given the opportunity to, upon request and free of charge, obtain reasonable access to and copies of all documents, records and other information that are pertinent to his or
her claim and to submit issues and comments in writing. The Committee will notify the claimant of its decision on review within sixty (60) days after receipt of a request for review: provided, however, that if the Committee determines that
special circumstances require an extension of time for processing of an employee’s claim, the Committee will provide written notice of the extension to the employee within such sixty (60) day review period. In no event will the extension
of time to process the claim exceed a period of sixty (60) days from the end of the initial sixty (60)-day review period. If a claimant does not receive written notice of the Committee’s decision on his or her claim within the first sixty
(60) day review period (or the one-hundred and eighty (180)-day review period, in the case of special circumstances as determined by the Committee), the claim will be deemed to have been denied on review. Notice of the decision on review will
be in writing. 
 Section 7.6. Expenses. All expenses of the Plan shall be paid by the Corporation from funds other than those deemed
Investment Funds as provided in Section 5.3, except that brokerage 

  
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commissions and other transaction fees and expenses relating to the investment of deemed assets and investment fees attributable to commingled investment of such assets shall be paid from or
charged to such assets or earnings thereon. 
 ARTICLE VIII 

MISCELLANEOUS 

Section 8.1. No Guarantee of Employment. Nothing contained in the Plan shall be construed as a contract of employment between the Corporation and
any Employee, or as a right of any Employee, to be continued in the employment of the Corporation, or as a limitation of the right of the Corporation to discharge any of its Employees, with or without cause. 

Section 8.2. Applicable Law. All questions arising in respect of the Plan, including those pertaining to its validity, interpretation and
administration, shall be governed, controlled and determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of Ohio. All legal actions or proceedings relating to the
Plan shall be brought exclusively in the U.S. District Court for the Northern District of Ohio, Eastern Division or the Cuyahoga County Court of Common Pleas, located in Cuyahoga County, Ohio. 

Section 8.3. Interests Not Transferable. No person shall have any right to commute, encumber, pledge or dispose of any interest herein or right to
receive payments hereunder, nor shall such interests or payments be subject to seizure, attachment or garnishment for the payments of any debts, judgments, alimony or separate maintenance obligations or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise, all payments and rights hereunder being expressly declared to be nonassignable and nontransferable. 
 Section 8.4. Severability. Each section, subsection and lesser section of this Plan constitutes a separate and distinct undertaking, covenant and/or provision hereof. Whenever possible, each
provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Plan shall finally be determined to be unlawful, such provision shall be deemed severed from this
Plan, but every other provision of this Plan shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intention of the parties
hereto to the extent permissible under law. 
 Section 8.5. Withholding of Taxes. Withholding Indemnification Agreement. The Corporation
may withhold or cause to be withheld from any amounts payable under this Plan all federal, state, local and other taxes as shall be legally required: provided, however, that the Corporation, in its sole discretion may determine not to withhold or
cause to be withheld such taxes from any amounts payable under this Plan to a Participant who is a non-resident of the State of Ohio, provided, that such Participant submits a tax withholding indemnification agreement (in the form set forth by the
Corporation) to the Administrator no later than thirty (30) days prior to a Participant’s Settlement Date. 

  
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 Section 8.6. Top-Hat Plan. The Plan is intended to be a plan which is unfunded and maintained primarily
for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title
I of ERISA. 
 Section 8.7. Accounts Subject to the Corporation’s Recovery of Funds Policy. Notwithstanding anything in this Plan to
the contrary, the Participants’ Accounts shall be subject to the Corporation’s Recovery of Funds Policy, as it may be in effect from time to time, including, without limitation, the provisions of such Policy required by Section 10D of
the Securities and Exchange Act of 1934) and any applicable rules or regulations issued by the U.S. Securities and Exchange Commission or any national securities exchange or national securities association on which Common Shares may be traded.

 IN WITNESS WHEREOF, Lincoln Electric Holdings, Inc. has caused this Lincoln Electric Holdings, Inc. 2005 Deferred
Compensation Plan for Executives to be executed in its name as of August 1, 2011. 
  

			
	LINCOLN ELECTRIC HOLDINGS, INC.:
		
	By:	 	  

	Its:	 	  



 Date: August 1, 2011 

  
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