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As Of Filer Filing For·On·As Docs:Size 2/28/18 Praxair Inc 10-K 12/31/17 108:20M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.84M
2: EX-10.05K Third Amendment to Praxair, Inc. Equalization HTML 38K
Benefit Plan
3: EX-10.05L Fourth Amendment to Praxair, Inc. Supplemental HTML 38K
Retirement Income Plan B
4: EX-10.05M Third Amendment to Praxair, Inc. Supplemental HTML 38K
Retirement Income Plan A
5: EX-10.26A Transferable Option Award Under Amended Restated HTML 56K
2009 Long Term Incentive Plan
6: EX-10.27A Restricted Stock Unit Award Under Amended Restated HTML 50K
2009 Long Term Incentive Plan
8: EX-21.01 Subsidiaries of Praxair, Inc. HTML 62K
9: EX-23.01 Consent of Independent Registered Public HTML 28K
Accounting Firm
7: EX-12.01 Computation of Ratio of Earnings to Fixed Charges HTML 52K
10: EX-31.01 Rule 13A-14(A) Certification HTML 37K
11: EX-31.02 Rule 13A-14(A) Certification HTML 37K
12: EX-32.01 Section 1350 Certification HTML 31K
13: EX-32.02 Section 1350 Certification HTML 31K
20: R1 Document and Entity Information HTML 57K
21: R2 Consolidated Statements of Income HTML 89K
22: R3 Consolidated Statements of Comprehensive Income HTML 84K
23: R4 Consolidated Balance Sheets HTML 123K
24: R5 Consolidated Balance Sheets (Parenthetical) HTML 37K
25: R6 Consolidated Statements of Cash Flows HTML 121K
26: R7 Consolidated Statements of Equity HTML 117K
27: R8 Consolidated Statements of Equity (Parenthetical) HTML 28K
28: R9 Summary of Significant Accounting Policies HTML 67K
29: R10 Transaction Costs and Other Charges HTML 100K
30: R11 Acquisitions HTML 36K
31: R12 Leases HTML 38K
32: R13 Income Taxes HTML 205K
33: R14 Earnings Per Share - Praxair, Inc. Shareholders HTML 55K
34: R15 Supplemental Information HTML 191K
35: R16 Property, Plant & Equipment - Net HTML 53K
36: R17 Goodwill HTML 74K
37: R18 Other Intangible Assets HTML 113K
38: R19 Debt HTML 99K
39: R20 Financial Instruments HTML 178K
40: R21 Fair Value Disclosures HTML 56K
41: R22 Equity and Noncontrolling Interests HTML 54K
42: R23 Share-Based Compensation HTML 101K
43: R24 Retirement Programs HTML 465K
44: R25 Commitments and Contingencies HTML 59K
45: R26 Segments HTML 169K
46: R27 Quarterly Data HTML 144K
47: R28 Proposed Business Combination (Notes) HTML 34K
48: R29 Summary of Significant Accounting Policies HTML 130K
(Policies)
49: R30 Transaction Costs and Other Charges (Tables) HTML 88K
50: R31 Leases (Tables) HTML 37K
51: R32 Income Taxes (Tables) HTML 237K
52: R33 Earnings Per Share - Praxair, Inc. Shareholders HTML 54K
(Tables)
53: R34 Supplemental Information (Tables) HTML 217K
54: R35 Property, Plant & Equipment - Net (Tables) HTML 53K
55: R36 Goodwill (Tables) HTML 74K
56: R37 Other Intangible Assets (Tables) HTML 114K
57: R38 Debt (Tables) HTML 95K
58: R39 Financial Instruments (Tables) HTML 175K
59: R40 Fair Value Disclosures (Tables) HTML 51K
60: R41 Equity and Noncontrolling Interests (Tables) HTML 48K
61: R42 Share-Based Compensation (Tables) HTML 85K
62: R43 Retirement Programs (Tables) HTML 492K
63: R44 Commitments and Contingencies (Tables) HTML 42K
64: R45 Segments (Tables) HTML 198K
65: R46 Quarterly Data (Tables) HTML 144K
66: R47 Summary of Significant Accounting Policies HTML 44K
(Details)
67: R48 Transaction Costs and Other Charges Transaction HTML 42K
cost (Details)
68: R49 Transaction Costs and Other Charges (Restructuring HTML 201K
and Related Information) (Details)
69: R50 Acquisitions (Details) HTML 48K
70: R51 Leases (Details) HTML 53K
71: R52 Income Taxes (Enactment of Tax Act) (Details) HTML 61K
72: R53 Income Taxes (Pre-tax Income and Income Tax HTML 65K
Provision) (Details)
73: R54 Income Taxes (Tax Rate Analysis) (Details) HTML 77K
74: R55 Income Taxes (Net Deferred Tax Liabilities and HTML 100K
Valuation Allowances) (Details)
75: R56 Income Taxes (Valuation Allowances Narrative) HTML 67K
(Details)
76: R57 Income Taxes (Unrecognized Tax Positions) HTML 50K
(Details)
77: R58 Income Taxes (Open Years by Major Tax HTML 61K
Jurisdictions) (Details)
78: R59 Earnings Per Share - Praxair, Inc. Shareholders HTML 66K
(Details)
79: R60 Supplemental Information (Details) HTML 263K
80: R61 Supplemental Information (Accumulated Other HTML 60K
Comprehensive Income (Loss)) (Details)
81: R62 Property, Plant & Equipment - Net (Details) HTML 75K
82: R63 Goodwill (Details) HTML 55K
83: R64 Other Intangible Assets (Details) HTML 87K
84: R65 Debt (ST and LT Debt) (Details) HTML 150K
85: R66 Debt (Credit Facilities) (Details) HTML 46K
86: R67 Debt (Other Debt Information) (Details) HTML 86K
87: R68 Financial Instruments (Details) HTML 186K
88: R69 Fair Value Disclosures (Details) HTML 47K
89: R70 Equity and Noncontrolling Interests (Details) HTML 70K
90: R71 Share-Based Compensation (Details) HTML 126K
91: R72 Share-Based Compensation (PSU and RSU) (Details) HTML 96K
92: R73 Retirement Programs (Additional Information) HTML 51K
(Details)
93: R74 Retirement Programs (Net Pension and OPEB costs) HTML 54K
(Details)
94: R75 Retirement Programs (Funded Status) (Details) HTML 113K
95: R76 Retirement Programs (Changes In Plan Assets and HTML 60K
Benefit Obligations Recognized in OCI) (Details)
96: R77 Retirement Programs (AOCI Expected to be HTML 39K
Recognized as Components of Net Periodic Benefit
Costs in 2018) (Details)
97: R78 Retirement Programs (Plans Where the ABO Exceeds HTML 40K
Plan Assets Fair Value) (Details)
98: R79 Retirement Programs (Assumptions Used in HTML 117K
Determining Benefit Obligations and Net Benefit
Costs) (Details)
99: R80 Retirement Programs (Pension Plan Asset HTML 59K
Allocations) (Details)
100: R81 Retirement Programs (Pension Plan Asset Fair Value HTML 103K
By Category And Level 3 Rollforward) (Details)
101: R82 Retirement Programs (Contributions and Future HTML 78K
Estimated Payments) (Details)
102: R83 Commitments and Contingencies (Lawsuits and HTML 83K
Government Investigations) (Details)
103: R84 Segments (Details) HTML 115K
104: R85 Segments (Sales and Assets by Major Country) HTML 52K
(Details)
105: R86 Quarterly Data (Details) HTML 91K
107: XML IDEA XML File -- Filing Summary XML 188K
106: EXCEL IDEA Workbook of Financial Reports XLSX 158K
14: EX-101.INS XBRL Instance -- px-20171231 XML 6.50M
16: EX-101.CAL XBRL Calculations -- px-20171231_cal XML 383K
17: EX-101.DEF XBRL Definitions -- px-20171231_def XML 1.01M
18: EX-101.LAB XBRL Labels -- px-20171231_lab XML 3.01M
19: EX-101.PRE XBRL Presentations -- px-20171231_pre XML 1.71M
15: EX-101.SCH XBRL Schema -- px-20171231 XSD 277K
108: ZIP XBRL Zipped Folder -- 0000884905-18-000014-xbrl Zip 475K
| Exhibit |
1. | Grant of Option. The Company hereby grants to Participant, as of the Grant Date, a Nonqualified Stock Option to purchase all or any part of the aggregate of [___]
Shares (the “Option Shares”) at the Option Price of [$___] per Share. This Award will be exercisable only as hereinafter provided. |
2. | Expiration Date. Except as otherwise provided herein, this Award shall expire on the tenth anniversary of the Grant Date and in no event may this Award be exercised on or after such date. |
3. | Exercisability;
Treatment upon Termination of Service. |
a. | Exercisability Generally. Except as otherwise provided in either the Plan or this Section 3, this Award shall become exercisable as to [_____] of the Option Shares on each of the [_____] anniversaries of the Grant Date. Once this Award has become exercisable, it shall continue to be exercisable until the earlier of its expiration date or the termination of the Participant’s rights hereunder pursuant to either the Plan or this Award. In the event that the number of Option Shares is not evenly divisible by [_____], the remaining amount shall be added to the last vesting period. Notwithstanding the foregoing, this Award shall become immediately vested and exercisable
as to all of the Option Shares upon the occurrence of the Participant’s death while the Participant remains actively employed by Praxair and shall become vested and exercisable in the event of a Change in Control in accordance with Section 3.b.v. below. |
b. | Termination of Employment. This Award is exercisable by the Participant only while the Participant is in active employment with Praxair and will be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair (an individual who is employed by a Subsidiary shall be deemed to have terminated |
i. | Death. In the event the Participant’s employment terminates by reason of his or her death, this Award shall continue to be exercisable by the Participant’s executor, administrator, or legal representative at any time prior to the earlier of the third anniversary of the Participant’s death or the Award’s expiration date and thereafter shall be forfeited. |
ii. | Total
and Permanent Disability. In the event the Participant becomes Totally and Permanently Disabled while employed by Praxair, this Award shall continue to be exercisable at any time prior to its expiration date; provided, however, that following the determination of the Participant’s Total and Permanent Disability, this Award shall only become exercisable in accordance with Section 3.a. For purposes of this Award, the Participant shall be “Totally and Permanently Disabled” if the Participant is determined to be unable to engage in any substantial gainful activity because 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. |
iii. | Termination
After Satisfying Age/Service Requirement. In the case of the Participant’s termination of employment with Praxair for any reason other than for cause, and not due to the Participant’s death or Total and Permanent Disability, after: (A) attaining age 65; (B) attaining age 62 and completing at least 10 years of employment with Praxair; or (C) having accumulated 85 points, where each year of the Participant’s age and each year of employment with Praxair, count for one point (collectively, the “Age/Service Requirement”), this Award shall continue to be exercisable at any time prior to its expiration date; provided, however, that following the Participant’s satisfaction of the Age/Service Requirement, this Award shall only become exercisable in accordance with Section 3.a.; and provided further, that in the event of the Participant’s termination of employment
with Praxair prior to the first anniversary of the Grant Date, regardless of satisfying the Age/Service Requirement, this Award shall never become vested and exercisable and shall be immediately forfeited upon the effective date of the Participant’s termination of employment with Praxair. |
iv. | Termination by Action of Praxair Other than for Cause. In the event of the Participant’s termination of employment by action of Praxair other than for cause prior to the Participant’s satisfaction of the Age/Service Requirement and not due to the Participant’s death or Total and Permanent Disability, this Award shall continue to be exercisable by the Participant at any time prior to the earlier of the third anniversary of the effective
date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited; provided, however, that following such termination of the Participant’s employment, this Award shall only become exercisable in accordance with Section 3.a.; and provided further, that in the event such termination of the Participant’s employment by Praxair occurs prior to the first anniversary of the Grant Date, this Award shall never become exercisable and shall be immediately forfeited upon the effective date of such termination of the Participant’s employment. For purposes of this Award only, the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation of Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance. |
v. | Termination
following a Change in Control. Notwithstanding any other provision of this Award to the contrary, in the event the Participant’s employment with Praxair or any successor thereto is terminated (a) by action of Praxair 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 shall become immediately vested and exercisable (y) if the effective date of such termination is prior to the first anniversary of the Grant Date, as to one-third of the Option Shares (rounded down in the event not evenly divisible by three), and the remaining Option Shares shall be immediately forfeited at such time, or (z) if the effective date of such termination is on or after the first anniversary of the Grant Date, as to all of the unvested Option Shares, and in either case, such vested Option Shares shall continue to be exercisable by the Participant at any time prior to the earlier
of the first anniversary of the effective date of the Participant’s termination or the Award’s expiration date and thereafter shall be forfeited. |
(A) | For purposes of this Section 3.b.v., “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 Praxair’s Standards of Business Integrity (or any superseding integrity policy) or poor performance. |
(B) | For
purposes of this Section 3.b.v., “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 Praxair 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 Praxair in effect immediately prior to the Change in Control, provided, however, that Good Reason shall not exist unless the Participant provides Praxair with a notice of termination not later than 60 days after the occurrence of the event giving rise to Good Reason and Praxair fails to remedy such condition to the Participant’s reasonable satisfaction within 30 days of such notice. |
4. | Transferability. |
a. | 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. | if the Participant has met the Company’s stock ownership guidelines applicable to him/her at the time of such proposed transfer, by the Participant, as a gift and without consideration, in whole or in parts to; |
(A) | the
Participant’s spouse, children (including by adoption), stepchildren or grandchildren (“immediate family members”), |
(B) | a partnership in which such immediate family members are the only partners, or |
(C) | a trust for the exclusive benefit of such immediate family members; or |
iii. | in the case of a transferee’s
or distributee’s death, to his/her estate, in which case this Award may be exercised only by the executor or administrator of such estate and shall not be subject to further transfer; or |
iv. | pursuant to a domestic relations order. |
b. | 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. |
c. | The provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party. |
5. | Exercise of Option. |
a. | Notice of Exercise. This
Award may be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Option Shares with respect to which the Award is to be exercised, accompanied by full payment for the Option Shares. The Award may be exercised only in a whole number of Shares. |
b. | Exercise Price Payment. A condition of the issuance of the Shares as to which this Award is exercised
shall be the payment of the Option Price. The Option Price shall be payable to the Company in full either: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Market Price at the time of exercise equal to the Option Price (provided that the Shares that are tendered may be subject to a minimum holding period, as determined by the Committee in its discretion, prior to their tender to satisfy the Option Price if acquired under this Plan or any other compensation plan maintained by the Company or have been purchased on the open market); (iii) by having the Company withhold Shares that otherwise would be delivered to the exerciser pursuant
to the exercise of the Option having a value equaling the aggregate Option Price due; (iv) by a combination of (i), (ii), and/or (iii) ; or (v) any other method approved or accepted by the Committee in its sole discretion. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars. |
c. | Taxes. To enable Praxair to meet any applicable federal, state, city, local or foreign withholding tax requirements arising as a result of the exercise of the Award, the exerciser shall pay Praxair the amount of tax to be withheld, if any, in cash or by having Praxair withhold Shares that would otherwise be delivered pursuant to the exercise of the Award, 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 Praxair. The value of any Shares so withheld shall be the Share price at the time of exercise. Praxair reserves the right to (i) disapprove an exerciser’s election to utilize any of the alternatives under this Section, and (ii) to delay the completion of any exercise of this Award until the applicable withholding tax has been paid. |
d. | Delivery of Shares. Upon the exercise of an Award with respect to a part or all of the Option Shares in the manner and within the time herein provided, the
Company shall issue and deliver to the exerciser, the number of Shares with respect to which the Award was |
6. | Other Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject
to the following terms and conditions: |
a. | No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award interfere with the right of Praxair to terminate the Participant’s employment. |
b. | 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 the Company to provide the Participant, any future option Award or other award under the Plan or otherwise. |
c. | 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 of any actions by the Participant are determined by the Committee to (a) constitute a conflict of interest with Praxair, (b) be prejudicial
to Praxair’s interests, or (c) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable policies, or the Participant’s terms and conditions of employment. |
d. | Clawback. This Award shall be subject to the clawback or recapture policy, if any, that Praxair 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 Praxair after it has been distributed or paid to the Participant. |
e. | 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. |
f. | 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 Praxair and the Participant any rights or remedies under the Plan or hereunder. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/18 | 4 | ||
| For Period end: | 12/31/17 | 10-K/A, 11-K, 5, 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 |