Amendment No. 2 to Lincoln Electric Holdings, Inc. 2006 Stock Plan for Non-Employee Directors

Summary

This amendment updates the 2006 Stock Plan for Non-Employee Directors of Lincoln Electric Holdings, Inc. The main change is a revised definition of "Retirement" for directors, specifying that retirement occurs when a director cannot stand for reelection due to the company's retirement policy. All other terms of the plan remain unchanged. The amendment is effective as of July 26, 2007, and was approved by the company's Nominating and Corporate Governance Committee.

EX-10.1 2 l28107aexv10w1.htm EX-10.1 EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2
TO
LINCOLN ELECTRIC HOLDINGS, INC.
2006 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

Recitals

WHEREAS, Lincoln Electric Holdings, Inc. (the “Company”) has adopted the 2006 Stock Plan for Non-Employee Directors, as amended by Amendment No. 1 (the “Plan”);

WHEREAS, the Company now desires to amend the Plan to change the definition of Retirement; and

WHEREAS, the Nominating and Corporate Governance Committee has approved this Amendment No. 2 to the Plan (“Amendment No. 2”).

Amendment

NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 2, effective as of July 26, 2007, as follows:

1. The definition of “Retirement” in Section 2 of the Plan is amended to read as follows:

“Retirement” means, unless otherwise determined by the Committee, a Termination of Service as a Director at the end of the Director’s term occurring as a result of the Director’s being unable to stand for reelection under the Company’s policy relating to Director retirement.

2. Except as amended by Amendment No. 2, the Plan shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 effective as of the date first written above.


LINCOLN ELECTRIC HOLDINGS, INC.
By:	/s/ Frederick G. Stueber
	Name:	Frederick G. Stueber
	Title:	Senior Vice President, General Counsel & Secretary