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Linde PLC – ‘10-K’ for 12/31/18 – ‘EX-10.11O’

On:  Monday, 3/18/19, at 12:53pm ET   ·   For:  12/31/18   ·   Accession #:  1628280-19-3050   ·   File #:  1-38730

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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

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   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 - Net (Tables)          HTML     84K 
71: R41         Goodwill (Tables)                                   HTML    100K 
72: R42         Other Intangible Assets (Tables)                    HTML    135K 
73: R43         Debt (Tables)                                       HTML    125K 
74: R44         Financial Instruments (Tables)                      HTML    236K 
75: R45         Fair Value Disclosures (Tables)                     HTML     80K 
76: R46         Equity and Noncontrolling Interests (Tables)        HTML     86K 
77: R47         Share-Based Compensation (Tables)                   HTML     98K 
78: R48         Retirement Programs (Tables)                        HTML    601K 
79: R49         Segment Information (Tables)                        HTML    242K 
80: R50         Revenue Recognition (Tables)                        HTML     68K 
81: R51         Quarterly Data (Unaudited) (Tables)                 HTML    168K 
82: R52         Formation of Linde Plc and Business Combination of  HTML     51K 
                Praxair, Inc. and Linde AG (Details)                             
83: R53         Summary of Significant Accounting Policies          HTML     53K 
                (Details)                                                        
84: R54         Business Combinations - Narrative (Details)         HTML    107K 
85: R55         Business Combinations - Schedule of Purchase Price  HTML     57K 
                (Details)                                                        
86: R56         Business Combinations - Estimated Fair Value of     HTML    102K 
                Net Assets Acquired (Details)                                    
87: R57         Business Combinations - Schedule of Property,       HTML     61K 
                Plant and Equipment (Details)                                    
88: R58         Business Combinations - 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 - Schedule of Pre-tax Income           HTML     48K 
                (Details)                                                        
99: R69         Income Taxes - U.S. Tax Cuts and Jobs Act (Tax      HTML     87K 
                Act) (Details)                                                   
100: R70         Income Taxes - Income Tax Provision (Details)       HTML     67K  
101: R71         Income Taxes - Tax Rate Analysis (Details)          HTML    102K  
102: R72         Income Taxes - Net Deferred Tax Liabilities and     HTML    109K  
                Valuation Allowances (Details)                                   
103: R73         Income Taxes - Valuation Allowances Narrative       HTML     80K  
                (Details)                                                        
104: R74         Income Taxes - Unrecognized Tax Positions           HTML     63K  
                (Details)                                                        
105: R75         Earnings Per Share - Linde PLC Shareholders         HTML    107K  
                (Details)                                                        
106: R76         Supplemental Information (Details)                  HTML    242K  
107: R77         Supplemental Information - Accumulated Other        HTML     73K  
                Comprehensive Income (Loss) (Details)                            
108: R78         Supplemental Information - Supplemental             HTML    101K  
                Information Table Footnote (Details)                             
109: R79         Property, Plant & Equipment - Net - Property,       HTML     83K  
                Plant & Equipment - Net (Details)                                
110: R80         Property, Plant & Equipment - Net - Schedule of     HTML     46K  
                Capital Lease Assets (Details)                                   
111: R81         Goodwill (Details)                                  HTML     84K  
112: R82         Other Intangible Assets (Details)                   HTML    120K  
113: R83         Debt - Summary of Outstanding Debt (Details)        HTML    274K  
114: R84         Debt - Credit Facilities and Covenants (Details)    HTML     58K  
115: R85         Debt - Other Debt Information (Details)             HTML     95K  
116: R86         Financial Instruments - Summary of Notional Amount  HTML     78K  
                and Gross Fair Value (Details)                                   
117: R87         Financial Instruments - Net Investment Hedges       HTML     75K  
                (Details)                                                        
118: R88         Financial Instruments - Interest Rate Swaps         HTML     92K  
                (Details)                                                        
119: R89         Financial Instruments - Treasury Locks (Details)    HTML     70K  
120: R90         Financial Instruments - Impact on Earnings and      HTML     86K  
                AOCI (Details)                                                   
121: R91         Fair Value Disclosures (Details)                    HTML     81K  
122: R92         Equity and Noncontrolling Interests - Narrative     HTML    113K  
                (Details)                                                        
123: R93         Equity and Noncontrolling Interests - Merger of     HTML     75K  
                Praxair and Linde AG (Details)                                   
124: R94         Equity and Noncontrolling Interests - Summary of    HTML     61K  
                Common Stock Activity (Details)                                  
125: R95         Equity and Noncontrolling Interests - Schedule of   HTML     59K  
                Redeemable Noncontrolling Interest (Details)                     
126: R96         Share-Based Compensation (Details)                  HTML    182K  
127: R97         Share-Based Compensation - 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 - Narrative (Details)           HTML     42K  
140: R110        Segment Information - Reportable Segements          HTML    178K  
                (Details)                                                        
141: R111        Revenue Recognition (Details)                       HTML    173K  
142: R112        Quarterly Data (Unaudited) (Details)                HTML    138K  
143: R113        Subsequent Events (Details)                         HTML     52K  
145: XML         IDEA XML File -- Filing Summary                      XML    245K  
144: EXCEL       IDEA Workbook of Financial Reports                  XLSX    205K  
25: EX-101.INS  XBRL Instance -- lin-20181231                        XML   8.62M 
27: EX-101.CAL  XBRL Calculations -- lin-20181231_cal                XML    571K 
28: EX-101.DEF  XBRL Definitions -- lin-20181231_def                 XML   1.85M 
29: EX-101.LAB  XBRL Labels -- lin-20181231_lab                      XML   3.79M 
30: EX-101.PRE  XBRL Presentations -- lin-20181231_pre               XML   2.52M 
26: EX-101.SCH  XBRL Schema -- lin-20181231                          XSD    360K 
146: ZIP         XBRL Zipped Folder -- 0001628280-19-003050-xbrl      Zip    641K  


‘EX-10.11O’   —   Material Contract — exhibit1011o


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



 <!   C:   C: 
  Exhibit  
OFFICER TSR

PERFORMANCE SHARE 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» «Last_Name» (the “Participant”) is hereby granted the following Performance Share Unit 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.
This Award has been conveyed and will be managed online, and the Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and 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 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;
this Award shall become immediately vested and payment with respect to such vested Award shall be determined and made in accordance with Section 3.b. For purposes of this Award, a Participant shall be “Totally and Permanently Disabled” if the Participant is determined by Linde to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
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,
this Award shall vest on (insert date), provided that 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. For purposes of this Award, the Participant’s termination by action of Linde for cause, shall include, but not be limited to, the Participant’s termination by action of Linde for violation of Linde’s Code of Business Integrity (or any superseding integrity policy) or poor performance.
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.
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 Company’s Chief Human Resources Officer may establish. The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party.
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.
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
 
 
David Strauss
Chief Human Resources Officer
 
 


1

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/18/19
For Period end:12/31/1811-K,  NT 10-K,  SD
 List all Filings 


6 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
 2/28/22  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                               UPLOAD8/13/19    2:45K  Linde plc
 6/04/19  SEC                               UPLOAD8/13/19    2:45K  Linde plc
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