EX-10.2






Exhibit 10.2




LINCOLN ELECTRIC HOLDINGS, INC.

2005 DEFERRED COMPENSATION PLAN FOR EXECUTIVES




(AS AMENDED AND RESTATED AS OF DECEMBER 31, 2008)




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 December 31, 2008.



     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 6.6, 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) “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.



     (m) “Corporation”: Holdings and any Participating Employer or any successor or successors
thereto.



     (n) “Deferral Commitment”: An agreement by a Participant to have a specified percentage or
dollar amount of his or her Compensation deferred under the Plan.



     (o) “Deferral Period”: The Plan Year for which a Participant has elected to defer a portion
of his or her Compensation or with respect to the Cash LTIP, the Plan Year(s) corresponding to the
measurement period for the Cash LTIP.



     (p) “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 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.



     (q) “Effective Date”: This Plan was originally established by the Corporation effective as of
December 30, 2004. This amended and restated Plan shall be effective as of December 31, 2008.



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     (r) “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.



     (s) “Employee Savings Plan”: The Lincoln Electric Holdings, Inc. Employee Savings Plan.



     (t) “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.



     (u) “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.



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



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



     (x) “Investment Request”: An investment preference request filed by a Participant which (i)
shall apply with respect to contributions credited to the Participant’s 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.



     (y) “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, as well as any appreciation (or depreciation) to-date, are invested within the deemed
Investment Funds available in the Plan. An 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.



     (z) “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.



     (aa) “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.



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     (bb) “Participation Agreement”: The Agreement submitted by a Participant to the Administrator
with respect to one (1) or more Deferral Commitments.



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



     (dd) “Plan Year”: The twelve (12) — month period beginning January 1 through December 31,
commencing with the Plan Year beginning January 1, 2005.



     (ee) “Retirement”: Termination of employment with the Corporation on or after attainment of
age fifty-five (55).



     (ff) “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.



     (gg) “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.



     (hh) “Specified Employee”: A Participant who is a “specified employee” within the meaning of
Section 409A and pursuant to procedures established by the Corporation.



     (ii) “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)
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.



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     (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.



     (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 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. 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 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 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. 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 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, a Participant
may elect to defer all or any portion of his or her Base Salary, Bonus and/or Cash



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LTIP 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 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) 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.



Section 4.2 Elective Deferred Compensation. A Participant’s Compensation that is 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. Any withholding of taxes or other amounts with respect to deferred
Compensation which is required by state, federal or local laws shall be withheld from the
Participant’s deferred Compensation.



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.




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     (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 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 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 will be
deemed to have been reinvested as the Committee so determines.


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. 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 (1) 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. 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”). An Investment Request or
Investment Re-Allocation Request will advise the Administrator as to the


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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%).



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.



     (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.



     (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, spin-off 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 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


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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 for any Deferral Period in a single lump sum payment on a date
which is at least one (1) 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
Participation 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 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, 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.



     (d) Distribution of a Participant’s Account following his or her Retirement or death shall be
made in one (1) of the following forms as elected by the Participant in his or her Participation
Agreement:



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     (i) by payment in cash 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) by payment in cash 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) by payment in cash 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) by payment in cash 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.


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.



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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 her 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 any one (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
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, 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,


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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 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 409A, 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 contrary, 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.




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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 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



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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 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.



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


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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.



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.




     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 December 31,
2008.



	 	 	 	 	 
	 	LINCOLN ELECTRIC HOLDINGS, INC.:

 	 
	 	By:  	/s/ Gretchen A. Farrell
 	 
	 	 	Gretchen A. Farrell 	 
	 	 	Vice President, Human Resources 	 
	 



Date: December 31, 2008





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