SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Linde PLC – ‘10-K’ for 12/31/19 – ‘EX-10.10I’

On:  Monday, 3/2/20, at 3:19pm ET   ·   For:  12/31/19   ·   Accession #:  1707925-20-15   ·   File #:  1-38730

Previous ‘10-K’:  ‘10-K’ on 3/18/19 for 12/31/18   ·   Next:  ‘10-K’ on 3/1/21 for 12/31/20   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   9 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/02/20  Linde PLC                         10-K       12/31/19  136:28M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 - Assumptions Used in           HTML    116K 
                Determining Benefit Obligations and Net Benefit                  
                Costs (Details)                                                  
106: R106        Retirement Programs - Pension Plan Assets           HTML     69K  
                (Details)                                                        
122: R107        Retirement Programs - Pension Plan Asset Fair       HTML    168K  
                Value By Category And Level 3 Rollforward                        
                (Details)                                                        
73: R108        Retirement Programs - Contributions and Estimated   HTML     80K 
                Future Benefit Payments (Details)                                
24: R109        Commitments and Contingencies (Details)             HTML     59K 
36: R110        Segment Information - Narrative (Details)           HTML     38K 
50: R111        Segment Information - Reportable Segements          HTML    130K 
                (Details)                                                        
132: R112        Revenue Recognition - Narrative (Details)           HTML     85K  
86: R113        Revenue Recognition - Schedule of Revenue by        HTML    124K 
                Distribution Method (Details)                                    
33: R114        Quarterly Data (Unaudited) (Details)                HTML    118K 
123: XML         IDEA XML File -- Filing Summary                      XML    247K  
60: XML         XBRL Instance -- lin201910-k_htm                     XML   7.99M 
117: EXCEL       IDEA Workbook of Financial Reports                  XLSX    201K  
14: EX-101.CAL  XBRL Calculations -- lin-20191231_cal                XML    587K 
15: EX-101.DEF  XBRL Definitions -- lin-20191231_def                 XML   1.74M 
16: EX-101.LAB  XBRL Labels -- lin-20191231_lab                      XML   3.80M 
17: EX-101.PRE  XBRL Presentations -- lin-20191231_pre               XML   2.47M 
13: EX-101.SCH  XBRL Schema -- lin-20191231                          XSD    341K 
55: JSON        XBRL Instance as JSON Data -- MetaLinks              741±  1.15M 
64: ZIP         XBRL Zipped Folder -- 0001707925-20-000015-xbrl      Zip    854K 


‘EX-10.10I’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNIT AWARD
UNDER THE
AMENDED AND RESTATED 2009 PRAXAIR,INC.
LONG TERM INCENTIVE PLAN

Effective as of INSERT DATE (the “Grant Date”), «Legal_First_Name» «MI» «MI1» «MI2» «Last_Name» (the “Participant”) is hereby granted the following Restricted Stock Unit (“RSU”) Award under the Amended and Restated 2009 Praxair, Inc. Long Term Incentive Plan, as assumed by Linde plc (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the terms and conditions of the Plan and those set forth in this Award.

A copy of the Plan has been made available to the Participant, and the Participant hereby acknowledges that he or she has read and understands the Plan and this Award. Capitalized terms used herein and not defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Linde plc (the “Company”) and its Subsidiaries are collectively referred to herein as “Linde”.

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.

Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Governance Committee (or other designated committee) of the Board of Directors of the Company may establish. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.






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.


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of the day and year first hereinabove written.



Linde plc

                                      
  
By:
Guillermo Bichara     
General Counsel




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/2/204
For Period end:12/31/1911-K,  4,  SD
 List all Filings 


9 Subsequent Filings that Reference this Filing

  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
Top
Filing Submission 0001707925-20-000015   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Wed., May 15, 8:16:54.1am ET