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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/19 Linde PLC 10-K 12/31/18 146:57M Workiva Inc Wde… FA01/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.06M 2: EX-10.02 Material Contract -- exhibit1002 HTML 848K 7: EX-10.02A Material Contract HTML 36K 3: EX-10.05E Material Contract -- exhibit1005e HTML 43K 8: EX-10.11L Material Contract -- exhibit1011l HTML 65K 9: EX-10.11M Material Contract -- exhibit1011m HTML 59K 10: EX-10.11N Material Contract -- exhibit1011n HTML 66K 11: EX-10.11O Material Contract -- exhibit1011o HTML 69K 12: EX-10.13A Material Contract HTML 39K 13: EX-10.13B Material Contract HTML 42K 14: EX-10.13C Material Contract HTML 98K 15: EX-10.13D Material Contract HTML 49K 4: EX-10.13E Material Contract HTML 52K 16: EX-10.13F Material Contract HTML 43K 17: EX-10.14A Material Contract HTML 37K 5: EX-10.15 Material Contract HTML 37K 18: EX-10.15A Material Contract HTML 40K 6: EX-10.16 Material Contract HTML 42K 19: EX-21.01 Subsidiaries List HTML 161K 20: EX-23.01 Consent of Experts or Counsel HTML 38K 21: EX-31.01 Certification -- §302 - SOA'02 HTML 46K 22: EX-31.02 Certification -- §302 - SOA'02 HTML 46K 23: EX-32.01 Certification -- §906 - SOA'02 HTML 41K 24: EX-32.02 Certification -- §906 - SOA'02 HTML 41K 31: R1 Document and Entity Information HTML 73K 32: R2 Consolidated Statements of Income HTML 156K 33: R3 Consolidated Statements of Comprehensive Income HTML 114K 34: R4 Consolidated Balance Sheets HTML 155K 35: R5 Consolidated Balance Sheets (Parenthetical) HTML 49K 36: R6 Consolidated Statements of Cash Flows HTML 166K 37: R7 Consolidated Statements of Equity HTML 128K 38: R8 Consolidated Statements of Equity (Parenthetical) HTML 40K 39: R9 Formation of Linde Plc and Business Combination of HTML 49K Praxair, Inc. and Linde AG 40: R10 Summary of Significant Accounting Policies HTML 79K 41: R11 Business Combinations HTML 127K 42: R12 Merger-Related Divestitures, Discontinued HTML 93K Operations and Net Assets Held For Sale 43: R13 Transaction Costs and Other Charges HTML 64K 44: R14 Leases HTML 56K 45: R15 Income Taxes HTML 236K 46: R16 Earnings Per Share - Linde PLC Shareholders HTML 80K 47: R17 Supplemental Information HTML 212K 48: R18 Property, Plant & Equipment - Net HTML 74K 49: R19 Goodwill HTML 101K 50: R20 Other Intangible Assets HTML 133K 51: R21 Debt HTML 128K 52: R22 Financial Instruments HTML 237K 53: R23 Fair Value Disclosures HTML 82K 54: R24 Equity and Noncontrolling Interests HTML 94K 55: R25 Share-Based Compensation HTML 115K 56: R26 Retirement Programs HTML 563K 57: R27 Commitments and Contingencies HTML 53K 58: R28 Segment Information HTML 214K 59: R29 Revenue Recognition HTML 92K 60: R30 Quarterly Data (Unaudited) HTML 169K 61: R31 Subsequent Events HTML 44K 62: R32 Summary of Significant Accounting Policies HTML 145K (Policies) 63: R33 Business Combinations (Tables) HTML 129K 64: R34 Merger-Related Divestitures, Discontinued HTML 84K Operations and Net Assets Held For Sale (Tables) 65: R35 Transaction Costs and Other Charges (Tables) HTML 54K 66: R36 Leases (Tables) HTML 58K 67: R37 Income Taxes (Tables) HTML 255K 68: R38 Earnings Per Share - Linde PLC Shareholders HTML 80K (Tables) 69: R39 Supplemental Information (Tables) HTML 236K 70: R40 Property, Plant & Equipment - 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Schedule of Identifiable HTML 59K Intangible Assets (Details) 89: R59 Business Combinations - Pro Forma Information HTML 54K (Details) 90: R60 Business Combinations - 2018 Non-Merger Related HTML 65K Acquisitions and 2016 Acquisitions (Details) 91: R61 Merger-Related Divestitures, Discontinued HTML 87K Operations and Net Assets Held For Sale - Narrative (Details) 92: R62 Merger-Related Divestitures, Discontinued HTML 120K Operations and Net Assets Held For Sale - Net Carrying Value of Business Assets and Liabilities Divested (Details) 93: R63 Merger-Related Divestitures, Discontinued HTML 87K Operations and Net Assets Held For Sale - Schedule of Income from Discontinued Operations, Net of Tax (Details) 94: R64 Merger-Related Divestitures, Discontinued HTML 91K Operations and Net Assets Held For Sale - Schedule of Assets Held for Sale (Details) 95: R65 Transaction Costs and Other Charges - Narrative HTML 83K (Details) 96: R66 Transaction Costs and Other Charges - Cost HTML 82K Reduction Program and Other Charges (Details) 97: R67 Leases (Details) HTML 84K 98: R68 Income Taxes - 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Performance-Based and HTML 92K Restricted Stock Awards (Details) 128: R98 Retirement Programs - Narrative (Details) HTML 65K 129: R99 Retirement Programs - Pension and Postretirement HTML 74K Benefit Costs (Details) 130: R100 Retirement Programs - Funded Status (Details) HTML 166K 131: R101 Retirement Programs - Changes In Plan Assets and HTML 67K Benefit Obligations Recognized in OCI (Details) 132: R102 Retirement Programs - AOCI Expected to be HTML 49K Recognized as Components of Net Periodic Benefit Costs in 2018 (Details) 133: R103 Retirement Programs - Plans Where the ABO Exceeds HTML 52K Plan Assets Fair Value (Details) 134: R104 Retirement Programs - Assumptions Used in HTML 102K Determining Benefit Obligations and Net Benefit Costs (Details) 135: R105 Retirement Programs - Pension Plan Assets HTML 71K (Details) 136: R106 Retirement Programs - Pension Plan Asset Fair HTML 171K Value By Category And Level 3 Rollforward (Details) 137: R107 Retirement Programs - Contributions and Estimated HTML 85K Future Benefit Payments (Details) 138: R108 Commitments and Contingencies (Details) HTML 51K 139: R109 Segment Information - 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Exhibit |
1. | Award
of Performance Share Units, Performance Measure and Performance Period. |
a. | Award. The Participant is hereby granted an Award of (insert #) notional “Performance Share Units” (the “Award”). A Performance Share Unit is a bookkeeping entry which is intended to be equal in value to a single Share. For purposes of this Award, (insert #) Performance Share Units are considered the Participant’s “Target Amount.” Except as otherwise provided herein, the payment due in settlement of the Participant’s vested Award shall be made in the form of Shares, with the number of Shares payable determined by
reference to the Company’s Total Shareholder Return (“TSR”) relative to the TSR of the Peer Index (“Relative TSR”) over the three-year period commencing on January 1, 20xx and ending on December 31, 20xx (the “Performance Period”) as set forth below. |
b. | Applicable Definitions. For purposes of this Award: |
(i) | “Total
Shareholder Return” or “TSR” shall mean the percentage equal to the appreciation in the underlying company’s stock price from the beginning to the end of the Performance Period plus the value of dividends paid on such stock during the Period (which shall be deemed to have been reinvested in the underlying company’s stock effective as of the “ex-dividend” date based on the then closing price of such company). The stock prices at the beginning and end of the Performance Period will be determined using the trailing average stock price over the 20 trading days prior to the beginning and end of the Performance Period, as applicable. |
(ii) | “Relative TSR” shall mean the
Company’s TSR for the Performance Period relative to that of the TSR for the Performance Period of each member company on the Peer Index, expressed as a percentile rank. |
(iii) | “Peer Index” shall mean a weighted combination of the S&P 500 Index excluding Financial sector companies(weighted 67%) and the Eurofirst 300 (weighted 33%). For purposes of the Relative TSR determination, the companies that comprise the S&P 500 Index and the Eurofirst 300, respectively, on the first day of the Performance Period (each a “Peer Company” and collectively , the “Peer Companies”) will remain constant throughout the performance period. As a result, at the end of the Performance Period, the actual number of Peer Companies used to calculate
Relative TSR is expected to be fewer than at the beginning of the Performance Period. In determining Relative TSR, the Committee may, in its discretion, make adjustments to the list of Peer Companies and assumptions with respect to any such Peer Company’s TSR to reflect events that occur during the Performance Period, including, but not limited to, acquisitions, divestitures, spin-offs, bankruptcy, insolvency and other extraordinary events. |
2. | Vesting of Award; Treatment upon Termination of Service; Change in Control. |
a. | Vesting
Generally. Except as otherwise provided in this Section 2, this Award shall vest on (insert date), provided that: (i) the Participant has remained continuously employed by Linde at all times from the Grant Date through (insert date) (a Participant who is employed by a Subsidiary shall be deemed to have terminated employment by action of Linde other than for cause for purposes of this Award at such time as the employing entity ceases to be a Subsidiary); and (ii) the Company’s Relative TSR meets the minimum threshold Performance Goal for payout set forth in Section 3.a. Payment with respect to such vested Award shall be determined and made in accordance with Section 3.a. |
b. | Death
or Disability. Notwithstanding any provision of this Section 2 to the contrary, if after the Grant Date, but prior to (insert date): |
(i) | the Participant’s employment with Linde terminates by reason of the Participant’s death; or |
(ii) | the Participant becomes Totally and Permanently Disabled while employed by Linde; |
c. | Termination by Action of Linde Other than for Cause, or Termination After Attaining Certain Age and Service Requirements. Notwithstanding any provision of this Section 2 to the contrary, in the event the Participant’s employment with
Linde terminates on or after (insert date), but prior to (insert date), by reason of the Participant’s: |
(i) | termination of employment by action of Linde other than for cause and not due to the Participant’s Total and Permanent Disability; or |
(ii) | termination of employment with Linde, other than for cause and not due to the Participant’s death or Total and Permanent Disability, after: (a) attaining age 65; or (b) attaining
age 55 and completing at least ten (10) years of employment with Linde, |
d. | Change
in Control. Notwithstanding any provision of this Section 2 to the contrary, in the event of a Change in Control occurring prior to (insert date), payment with respect to this Award shall be determined and made in accordance with Section 3.c. and this Award shall be subject to time-based vesting through (insert date), provided, however, that in the event the Participant’s employment with Linde or any successor thereto is terminated (a) by action of Linde other than for Cause or (b) by the Participant with Good Reason, in each case, within two (2) years following the Change in Control, this Award, to the extent not previously vested, shall become immediately vested. |
(i) | For
purposes of this Section 2.d., “Cause” shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control, provided, however, that in the absence of any such agreement or in the event that such agreement does not contain a definition of “Cause,” Cause shall include, but not be limited to, violation of Linde’s Code of Business Integrity (or any superseding integrity policy) or poor performance. |
(ii) | For purposes of this Section 2.d., “Good Reason shall have the meaning set forth in the Participant’s employment agreement or severance compensation agreement, in either case, as in effect immediately before the Change in Control,
provided, however, that in the absence of such any such agreement or in the event that such agreement does not contain a definition of “Good Reason,” Good Reason shall mean, without the Participant’s express written consent, (a) a reduction in the annual rate of base salary as in effect immediately prior to the date of the Change in Control or as the same may be increased from time to time thereafter, unless such reduction is part of a policy, program or arrangement that is applicable on a nondiscriminatory basis to the Participant and other similarly situated executives employed by Linde or its successors or (b) the assignment of any duties or responsibilities or diminution of duties or responsibilities which in the Participant’s reasonable judgment are inconsistent with the Participant’s status or position with Linde in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Linde
with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Linde fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice. |
e. | Forfeiture of Award. |
(i) | In the event the Participant’s employment with Linde terminates for any reason other than those specifically set forth in Sections 2.b. or 2.c. prior to (insert date) and before the occurrence of a Change in
Control, this Award shall be immediately forfeited. |
(ii) | Absent the occurrence of a Change in Control occurring prior to (insert date), and to the extent not previously forfeited pursuant to Section 2.e.(i), this Award shall be immediately forfeited as of the end of the Performance Period if the Company’s Relative TSR does not meet the minimum threshold Performance Goal for payout set forth in Section 3.a. |
(iii) | In
the event this Award is forfeited for any reason, no payment shall be made in settlement of the Award. |
3. | Payment of Vested Award. |
a. | Performance Goal and Determination of Amount of Payment. Except as otherwise provided in this Section 3, the number of Shares payable in settlement of the Participant’s vested Award shall be determined by reference to the Linde plc’s Relative TSR in accordance with the table below, and may range from 0% to 200% of the Participant’s Target Amount. Each Performance Share Unit
is equivalent to one Share. Payouts will be interpolated if the Relative TSR attained falls between the Relative TSR Rank percentiles specified in the table, and will be rounded down to the nearest whole number of Shares. The payment of Shares pursuant to this Section 3.a. will be made as soon as practicable after the date the Award becomes vested, but in no event later than December 31, 20xx. |
Relative TSR Rank By Percentile | Payout as Percentage of Target Amount |
Less than XX% | 0% |
XX% (Threshold) | 25% |
XX%
(Target) | 100% |
XX% or More (Maximum) | 200% |
b. | Determination of Amount of Payment Following Death or Total and Permanent Disability. In the event the Participant becomes vested in this Award by reason of his or her death or Total and Permanent Disability in accordance with Section 2.b., this Award shall be settled by payment of a number of Shares equal to the product of (i) the Participant’s Target Amount, times (ii) a fraction having a numerator equal to the number of days elapsed
from the Grant Date through the date the Participant’s death or Total and Permanent Disability (as applicable), and a denominator equal to (insert # of days in vesting period), as soon as practicable following the date the Award becomes vested, but in no event later than March 15th of the year following the year in which the Award becomes vested. |
c. | Determination of Amount of Payment Following a Change in Control. In the event of a Change in Control occurring prior to (insert date), the amount payable in settlement of this
Award shall be the Participant’s Target Amount, or if greater, the percentage of the Participant’s Target Amount determined based on the achievement of the applicable performance goals as of the effective date of the Change in Control, as determined by the Committee in its sole discretion, and this Award shall vest in accordance with Section 2.d. Payment will be made as soon as practicable following the earlier of (i) the date the Participant’s employment is terminated by action of Linde other than for Cause or by Participant with Good Reason or (ii) (insert date). Notwithstanding any provision of this Award to the contrary, any amounts paid in settlement of this Award pursuant to this Section 3.c. shall be paid in Shares or such other form having a value equivalent to the Award amount payable, as may be authorized by the Committee in its sole discretion. All references to the Committee in this Section 3.c. shall mean
the Committee as constituted immediately before the Change in Control. |
4. | Other Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions: |
a. | Rights of Participant. Except as provided in Section 4.d., 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 or accrue dividends or dividend equivalents. Notwithstanding any provision of the Plan or this Award to the contrary, Shares delivered in satisfaction of this Award shall be subject to applicable Linde policies as from time to time in effect, including but not limited to, Linde’s insider trading and Executive Stock Ownership Policies. |
b. | No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Linde nor shall this Award interfere with
the right of Linde to terminate the Participant’s employment. |
c. | No Right to Future Awards. The selection of recipients of Awards under the Plan is determined annually on the basis of several factors, including job responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Linde to provide the Participant, any future Performance Share Unit Award or other award under the Plan or otherwise. |
d. | 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. |
e. | 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, Linde’s applicable policies, or the Participant’s terms and conditions of employment. |
f. | Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Linde may adopt from time to time to the extent provided in such policy and, in accordance with such policy, may be subject to the requirement that this Award be repaid to Linde after it has been distributed or paid to the Participant. |
5. | Tax
Withholding. Upon the date of payment of the Award, Linde will 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 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 Linde. In the alternative, Linde 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. |
Linde plc | |
By | |
David
Strauss Chief Human Resources Officer | |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/18/19 | |||
For Period end: | 12/31/18 | 11-K, NT 10-K, 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 2/28/22 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 7/16/19 SEC UPLOAD¶ 8/13/19 2:45K Linde plc 6/04/19 SEC UPLOAD¶ 8/13/19 2:45K Linde plc |