Vice President, Human Resources Employment Agreement

Exhibit 10(m)


January 29, 1996


Mr. Raymond S. Vogt 21W701 Clifford Road Glen Ellyn, IL 60137


Dear Ray:


It is certainly my pleasure to set forth in writing, the terms of our offer of employment.


We are pleased to offer you the position of Vice President, Human Resources for The Lincoln Electric Company. In this position, you will report to the President and Chief Operating Officer.


The salary for this position is $131,000 per year. In addition, you will be eligible to participate in the Lincoln Electric bonus program. The estimated bonus for your position with our present program is $65,000 giving you an estimated $196,000 of total compensation. This estimate will apply in 1997. However, as we discussed, due to cash flow reasons, Lincoln will pay the $131,000 annual salary in 1996 plus give you a $15,000 one-time up-front payment upon your move to Cleveland. Thus, your bonus for 1996 will be a maximum of $50,000.


As a full-time employee you will be eligible for coverage under our benefit programs. These include, in addition to our incentive system, group medical insurance, group life insurance, retirement annuity, vacation, 401(k), deferred compensation, and our Supplemental Employee Retirement Plan, as well as stock programs.


Your participation in our group medical plan is critically important unless you are covered under certain types of a spousal program. Our employees may select from one of the following plans: Blue Cross/Blue Shield (Super Blue), QualChoice, HMO Health Ohio, or Kaiser. Family rates which will be effective through February 29, 1996 vary from $357.42 to $460.00 per month, depending on the plan and level of coverage selected. The company pays the monthly premiums for you during the year, but at the end of each bonus year the total of the premiums paid on your behalf is deducted from your year-end bonus on a pre-tax basis. Included with this letter is a packet of material which describes our various medical plans.


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Lincoln Electric will provide you with $10,000 of term life insurance. You may however, optionally subscribe to an additional $40,000 of term life at your expense at the rate available to other Lincoln employees. Our employees pay for the accidental death and dismemberment provision of the company-paid life insurance. In your case, should you elect the optional $40,000, the amount you would pay monthly would be approximately $18.50.


You will also be included in a $750,000 accidental death insurance program with lesser payments for other consequences as a result of an accident.


As you no doubt are aware, service and vesting credit with qualified plans is not permissible. Therefore, you will participate in the Lincoln Electric Retirement Annuity program in the same manner as other new employees of the company. We will however, offer you participation in a non-qualified, non-funded Supplemental Employee Retirement Plan (SERP), which includes a requirement of forty years of service with the company and retirement at age 65 or later. With respect to the latter, we will credit you with thirty years at your starting date. The plan is designed to provide at age 65, 65% of the average income of the three best years out of the previous seven. In general, the 65% will be made up of: our qualified plan, social security and retirement benefits under any retirement or annuity program provided by previous employers and our non-qualified plan. The applicable terms and conditions of the plan as approved by the Board of Directors in 1994 apply, and will be made available to you. You will also be eligible to participate in the 401(k) Plan after one year, and in the recently adopted deferred compensation program which allows for deferral of up to 25% of your pay, inclusive of maxing out on the 401(k).


You will be entitled to five weeks of vacation during 1996.


The service credit will not apply to Quarter Century Club and service pin entitlements.


Although we fully expect a long and productive relationship, you will be covered by an executive severance pay of six months' salary if you are asked to leave the company without cause. Lincoln will continue to maintain medical benefits for you and your family for a period of twenty-four months or until you find other employment, whichever occurs first.


In addition, the company will handle your relocation to Cleveland in the same manner as we handle the transfer of our field employees. The details of our relocation policy are enclosed.


Our offer of employment is contingent upon resolution of the following issues: that you will not be in breach of any obligations of prior employers or other third parties by entering into employment with The Lincoln Electric Company in the position and manner discussed, and you agree that you will under no circumstances use or disclose information which is confidential or proprietary t ...