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As Of Filer Filing For·On·As Docs:Size 3/02/20 Linde PLC 10-K 12/31/19 136:28M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.74M 2: EX-4.01 Instrument Defining the Rights of Security Holders HTML 50K 4: EX-10.10I Material Contract HTML 55K 3: EX-10.13 Material Contract HTML 98K 5: EX-10.13A Material Contract HTML 46K 7: EX-21.01 Subsidiaries List HTML 155K 8: EX-23.01 Consent of Experts or Counsel HTML 36K 6: EX-18 Letter re: Change in Accounting Principles HTML 37K 9: EX-31.01 Certification -- §302 - SOA'02 HTML 44K 10: EX-31.02 Certification -- §302 - SOA'02 HTML 44K 11: EX-32.01 Certification -- §906 - SOA'02 HTML 39K 12: EX-32.02 Certification -- §906 - SOA'02 HTML 39K 89: R1 Cover HTML 102K 45: R2 Consolidated Statements of Income HTML 155K 58: R3 Consolidated Statements of Comprehensive Income HTML 113K 135: R4 Consolidated Balance Sheets HTML 154K 88: R5 Consolidated Balance Sheets (Parenthetical) HTML 46K 44: R6 Consolidated Statements of Cash Flows HTML 168K 57: R7 Consolidated Statements of Equity HTML 124K 133: R8 Consolidated Statements of Equity (Parenthetical) HTML 38K 91: R9 Formation of Linde Plc and Business Combination of HTML 47K Praxair, Inc. and Linde AG 110: R10 Summary of Significant Accounting Policies HTML 75K 96: R11 Business Combinations HTML 121K 19: R12 Merger-Related Divestitures, Discontinued HTML 143K Operations and Net Assets Held For Sale 63: R13 Cost Reduction Programs and Other Charges (Notes) HTML 101K 109: R14 Leases HTML 133K 95: R15 Income Taxes HTML 220K 18: R16 Earnings Per Share - Linde PLC Shareholders HTML 77K 62: R17 Supplemental Information HTML 219K 111: R18 Property, Plant & Equipment - Net HTML 61K 94: R19 Goodwill HTML 90K 46: R20 Other Intangible Assets HTML 134K 59: R21 Debt HTML 105K 136: R22 Financial Instruments HTML 136K 90: R23 Fair Value Disclosures HTML 80K 43: R24 Equity and Noncontrolling Interests HTML 77K 56: R25 Share-Based Compensation HTML 111K 134: R26 Retirement Programs HTML 587K 87: R27 Commitments and Contingencies HTML 51K 42: R28 Segment Information HTML 161K 61: R29 Revenue Recognition HTML 109K 66: R30 Quarterly Data (Unaudited) HTML 175K 20: R31 Summary of Significant Accounting Policies HTML 140K (Policies) 92: R32 Business Combinations (Tables) HTML 128K 107: R33 Merger-Related Divestitures, Discontinued HTML 134K Operations and Net Assets Held For Sale (Tables) 67: R34 (Tables) HTML 88K 21: R35 Leases (Tables) HTML 103K 93: R36 Income Taxes (Tables) HTML 238K 108: R37 Earnings Per Share - Linde PLC Shareholders HTML 77K (Tables) 65: R38 Supplemental Information (Tables) HTML 239K 22: R39 Property, Plant & Equipment - Net (Tables) HTML 69K 48: R40 Goodwill (Tables) HTML 88K 34: R41 Other Intangible Assets (Tables) HTML 136K 84: R42 Debt (Tables) HTML 102K 130: R43 Financial Instruments (Tables) HTML 123K 49: R44 Fair Value Disclosures (Tables) HTML 78K 35: R45 Equity and Noncontrolling Interests (Tables) HTML 69K 85: R46 Share-Based Compensation (Tables) HTML 93K 131: R47 Retirement Programs (Tables) HTML 590K 47: R48 Segment Information (Tables) HTML 168K 37: R49 Revenue Recognition (Tables) HTML 86K 27: R50 Quarterly Data (Unaudited) (Tables) HTML 175K 70: R51 Formation of Linde Plc and Business Combination of HTML 49K Praxair, Inc. and Linde AG (Details) 121: R52 Summary of Significant Accounting Policies HTML 47K (Details) 105: R53 Business Combinations - Narrative (Details) HTML 127K 26: R54 Business Combinations - Schedule of Purchase Price HTML 56K (Details) 69: R55 Business Combinations - Estimated Fair Value of HTML 102K Net Assets Acquired (Details) 120: R56 Business Combinations - Schedule of Property, HTML 54K Plant and Equipment (Details) 104: R57 Business Combinations - Schedule of Identifiable HTML 56K Intangible Assets (Details) 23: R58 Business Combinations - Pro Forma Information HTML 51K (Details) 72: R59 Merger-Related Divestitures, Discontinued HTML 103K Operations and Net Assets Held For Sale - Narrative (Details) 126: R60 Merger-Related Divestitures, Discontinued HTML 151K Operations and Net Assets Held For Sale - Net Carrying Value of Business Assets and Liabilities Divested (Details) 82: R61 Merger-Related Divestitures, Discontinued HTML 91K Operations and Net Assets Held For Sale - Schedule of Income from Discontinued Operations, Net of Tax (Details) 40: R62 Merger-Related Divestitures, Discontinued HTML 115K Operations and Net Assets Held For Sale - Schedule of Assets Held for Sale (Details) 53: R63 Cost Reduction Programs and Other Charges - HTML 82K Narrative (Details) 125: R64 Cost Reduction Programs and Other Charges - HTML 87K Schedule of Charges (Details) 81: R65 Cost Reduction Programs and Other Charges - HTML 69K Summary of Activity (Details) 39: R66 Leases - Narrative (Details) HTML 47K 52: R67 Leases - Schedule of Supplemental Balance Sheet HTML 52K Information (Details) 128: R68 Leases - Schedule of Supplemental Operating Lease HTML 40K Information (Details) 78: R69 Leases - Schedule of Future Lease Payments HTML 99K (Details) 98: R70 Income Taxes - Schedule of Pre-tax Income HTML 76K (Details) 115: R71 Income Taxes - Income Tax Provision (Details) HTML 77K 75: R72 Income Taxes - U.S. Tax Cuts and Jobs Act (Tax HTML 64K Act) (Details) 30: R73 Income Taxes - Tax Rate Analysis (Details) HTML 100K 99: R74 Income Taxes - Net Deferred Tax Liabilities and HTML 113K Valuation Allowances (Details) 116: R75 Income Taxes - Valuation Allowances Narrative HTML 75K (Details) 76: R76 Income Taxes - Unrecognized Tax Positions HTML 64K (Details) 31: R77 Earnings Per Share - Linde PLC Shareholders HTML 104K (Details) 102: R78 Supplemental Information (Details) HTML 261K 113: R79 Supplemental Information - Accumulated Other HTML 66K Comprehensive Income (Loss) (Details) 97: R80 Supplemental Information - Additional Information HTML 77K (Details) 114: R81 Property, Plant & Equipment - Net - Property, HTML 90K Plant & Equipment - Net (Details) 74: R82 Goodwill (Details) HTML 74K 29: R83 Goodwill - Narrative (Details) HTML 39K 100: R84 Other Intangible Assets (Details) HTML 120K 118: R85 Debt - Summary of Outstanding Debt (Details) HTML 188K 77: R86 Debt - Credit Facilities and Covenants (Details) HTML 50K 32: R87 Debt - Other Debt Information (Details) HTML 61K 101: R88 Financial Instruments - Summary of Notional Amount HTML 79K and Gross Fair Value (Details) 112: R89 Financial Instruments - Narrative (Details) HTML 66K 127: R90 Financial Instruments - Schedule of Derivative HTML 44K Instruments Not Designated as Hedging Instruments Table (Details) 83: R91 Fair Value Disclosures - Schedule of Assets and HTML 61K Liabilities Measured at Fair Value on a Recurring Basis (Details) 41: R92 Fair Value Disclosures - Schedule of Level 3 HTML 42K Investments and Securities (Details) 54: R93 Fair Value Disclosures - Narrative (Details) HTML 43K 124: R94 Equity and Noncontrolling Interests - Narrative HTML 88K (Details) 80: R95 Equity and Noncontrolling Interests - Merger of HTML 73K Praxair and Linde AG (Details) 38: R96 Equity and Noncontrolling Interests - Summary of HTML 52K Common Stock Activity (Details) 51: R97 Share-Based Compensation (Details) HTML 179K 129: R98 Share-Based Compensation - Performance-Based and HTML 88K Restricted Stock Awards (Details) 79: R99 Retirement Programs - Narrative (Details) HTML 61K 68: R100 Retirement Programs - Pension and Postretirement HTML 84K Benefit Costs (Details) 25: R101 Retirement Programs - Funded Status (Details) HTML 174K 103: R102 Retirement Programs - Changes In Plan Assets and HTML 68K Benefit Obligations Recognized in OCI (Details) 119: R103 Retirement Programs - AOCI Expected to be HTML 47K Recognized as Components of Net Periodic Benefit Costs in 2018 (Details) 71: R104 Retirement Programs - Plans Where the ABO Exceeds HTML 50K Plan Assets Fair Value (Details) 28: R105 Retirement Programs - 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Exhibit |
1. | Award
of Restricted Stock Units. The Participant is hereby granted an award of INSERT# notional RSUs (the “Award”). Each RSU represents a bookkeeping entry which is intended to be equal in value to a single Share. |
2. | Vesting of Award. |
a. | Vesting. Except as otherwise provided herein: |
(i) | This
Award shall vest in full and become non-forfeitable on the first anniversary of the Grant Date if, and only if, the Participant has continuously served on the Board of Directors of the Company (the “Board”) at all times from the Grant Date through the first anniversary of the Grant Date. |
(ii) | If the Participant’s service on the Board terminates for any reason other than because of removal by the Board for cause or by the shareholders prior to the first anniversary of the Grant Date, this Award shall immediately vest and become non-forfeitable as to a pro rata number of Shares based on the number of calendar days elapsed from the Grant Date through the date
on which the Participant’s Board service terminated. |
(iii) | The termination of the Participant’s service on the Board because of removal by the Board for cause or by the shareholders prior to the first anniversary of the Grant Date shall result in a full and immediate forfeiture of the Award. |
b. | Change in Control. Change in Control. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring
prior to the vesting date, except to the extent that a Replacement Award meeting the requirements set forth below is provided to the Participant to replace this Award, this Award shall become immediately vested. |
(i) | Except as otherwise provided herein, a “Replacement Award” means an award: (a) having a value at least equal to the value of this Award as determined by the Committee in its sole discretion; (b) relating to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its
successor following the Change in Control; (c) which shall also become fully vested upon the Participant’s termination of service as a Director occurring in connection with, or during the period immediately after, such Change in Control but before the vesting date; and (d) with such other terms and conditions that are not less favorable to the Participant than the terms and conditions of this Award. |
(ii) | If, immediately following the occurrence of a Change in Control, Linde plc ordinary shares continue to be publicly traded, a Replacement Award may, in the sole discretion of the Committee, take the form of a continuation of this Award, subject to such adjustments as the Committee shall determine to be necessary to ensure that such Replacement Award
remains no less favorable to the Participant than this Award. |
(iii) | The determination of whether the conditions of this Section 2.b. are satisfied shall be made by the Committee in its sole discretion. All references to the Committee in this Section 2.b. shall mean the Committee as constituted immediately before the Change in Control. |
3. | Payment of Vested Award; Treatment
upon Change in Control. |
a. | This Award shall be settled as soon as practicable following its vesting date (the “Settlement Date”). Settlement of the Award shall occur by payment to the Participant of a number of Shares equal to (i) the full number of RSUs granted under this Award if the Award has vested in full on the first anniversary of the Grant Date (plus any vested accrued Dividend Equivalents pursuant to Section 4.b.); or (ii) a pro rata number of RSUs granted under this Award if the Award has partially vested prior to the first anniversary of the Grant Date (plus any vested accrued Dividend Equivalents pursuant to Section 4.b.). Settlement of the Award in connection with a Change in Control
may be such other form of payment having an equivalent value as may be authorized by the Committee in its sole discretion. |
4. | Other Terms and Conditions. It is understood and agreed that the Award of RSUs evidenced hereby is subject to the following terms and conditions: |
a. | Rights of Participant. Except as provided in Section 4.e., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award. Prior
to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive dividends, subject to the accrual of dividend equivalents provided in Subsection (b) below. |
b. | Dividend Equivalents. As of the date any dividend is paid to holders of Shares, regardless of whether the Director is then a Director, the Award will be credited with additional RSUs equal to the number of Shares that could have been purchased with the amount which would have been paid as dividends
on that number of Shares (including fractions of a share to three decimals) equal to the number of RSUs then subject to this Award as of the record date applicable to such dividend. The number of additional RSUs to be credited will be calculated to three decimals by dividing the amount which would have been paid as dividends by the closing price of a Share as reported on the New York Stock Exchange as of the date the dividend would have been paid. In the case of dividends paid in property other than cash, the amount of the dividend shall be deemed to be the fair market value of the property at the time of the payment of the dividend, as determined in good faith by the Committee. Dividend Equivalents shall be settled in Shares on the Settlement Date, and any fractional amount shall be rounded down to the nearest whole share. |
c. | No
Right to Continued Service as a Director. This Award shall not confer upon the Participant any right with respect to continuance of service as a director of the Company, nor shall this Award interfere with the right of the Company’s Board of Directors or the shareholders to remove the Participant as a director, with or without cause. |
d. | No Right to Future Awards. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate the
Company or its Board of Directors to provide the Participant, any future RSUs or other awards under the Plan or otherwise. |
e. | Transferability. This Award is not transferable other than: |
(i) | in the event of the Participant’s death, in which case this Award shall be transferred to the Participant’s executor, administrator, or legal representative, or |
(ii) | pursuant
to a domestic relations order. |
f. | Cancellation
of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Linde, (ii) be prejudicial to Linde’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Linde, any confidentiality agreement or obligation of the Participant to Linde, or Linde’s applicable policies. |
5. | Tax Withholding. Upon the Settlement Date, the
Company may deduct from the number of Shares (or other form of payment if applicable) otherwise due the Participant, Shares (or other form of payment if applicable)having a Fair Market Value (or fair market value in the event of payment other than in Shares) sufficient to discharge all applicable federal, state, city, local or foreign taxes of any kind, if any, required to be withheld with respect to such payment; provided that, if Shares are so withheld, they shall be withheld only up to the minimum required tax withholding rates or such other rate that will not trigger a negative accounting impact on the Company. In the alternative, the Company shall have the right to require the Participant to pay cash to satisfy any applicable
withholding taxes as a condition to the payment of the Award. |
6. | References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award. |
7. | Governing Law. This Award shall be governed by and construed in accordance
with the laws of Connecticut, without giving effect to principles of conflict of laws. |
8. | No Third Party Beneficiaries. Except as expressly provided in the Plan or herein, neither the Plan nor this Award will confer on any person other than Linde and the Participant any rights or remedies under the Plan or hereunder. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/2/20 | 4 | ||
For Period end: | 12/31/19 | 11-K, 4, SD | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Linde plc 10-K 12/31/23 120:18M Workiva Inc Wde… FA01/FA 2/28/23 Linde plc 10-K 12/31/22 118:20M Workiva Inc Wde… FA01/FA 2/15/23 Linde plc S-8 2/15/23 4:103K Donnelley … Solutions/FA 11/30/22 Linde plc 424B2 2:1.2M Donnelley … Solutions/FA 11/28/22 Linde plc 424B2 1:1.1M Donnelley … Solutions/FA 2/28/22 Linde plc 10-K 12/31/21 114:21M Workiva Inc Wde… FA01/FA 3/01/21 Linde plc 10-K 12/31/20 117:22M Workiva Inc Wde… FA01/FA 8/05/20 Linde plc 424B2 8/04/20 1:976K Donnelley … Solutions/FA 8/03/20 Linde plc 424B2 1:951K Donnelley … Solutions/FA |