Blueprint
Linde plc
Annual Variable Compensation Plan
Effective January 1, 2019
TABLE OF CONTENTS
Section
1: Purpose
Section
2: Definitions
Section
3: Administration
Section
4: Variable Compensation Payments
Section
5: Payment of Variable Compensation Payments
Section
6: Termination of Employment
Section
7: General Provisions
Section
8: Amendment, Suspension, or Termination
Section
9: Effective Date and Duration of Plan
Linde plc
Annual Variable Compensation Plan
Effective as of January 1, 2019
Section 1: Purpose
The
purpose of the Plan is to: (a) provide incentives and rewards to
certain employees who are Executive Officers of the Company or who
are in a managerial, administrative, professional or policy-making
capacity for the Company; (b) assist the Company in attracting,
retaining, and motivating employees of high caliber and experience
to deliver strong business results in line with shareholder
expectations; (c) support a performance-driven culture; and (d)
make the Company’s compensation program competitive with
those of other major employers.
Section 2: Definitions
2.1 “Board”
shall mean the Board of Directors of Linde plc.
2.2 “Chief
Executive Officer” or “CEO” shall mean the Chief
Executive Officer of Linde plc.
2.3 “Committee”
shall mean the Compensation Committee of the Board.
2.4 “Company”
shall mean Linde plc and such of its subsidiary companies as shall
be designated by the Committee to participate in the
Plan.
2.5 “Department”
shall mean the Corporate Human Resources Department of Linde
plc.
2.6 “Executive
Officer” shall mean an individual who, for all or any portion
of the Plan Year, was subject to Section 16 reporting requirements
under the U.S. Securities Exchange Act of 1934.
2.7 “Eligible
Position” shall mean (i) a position as an Executive Officer,
unless otherwise determined by the Committee, or (ii) another
position in the Company in which an employee acts in a managerial,
administrative, professional or policy-making capacity and which
the CEO designates as an Eligible Position pursuant to Section
3.1
2.8 “Participant”
shall mean an employee of the Company who occupies an Eligible
Position.
2.9 “Plan”
shall mean this Linde plc Annual Variable Compensation Plan, as may
be amended from time to time.
2.10
“Plan Year” shall mean the
calendar year, or part thereof in the event the Plan is in effect
only for part of a calendar year.
2.11
“Variable Compensation
Payment” shall mean the amount of the annual payment, if any,
under the Plan determined in accordance with procedures authorized
by the Committee to be payable to a Participant for a Plan Year.
Notwithstanding any provision in this Plan or such
Committee-authorized procedures to the contrary, in determining the
amount of a Participant’s Variable Compensation Payment for a
Plan Year, if any, the Committee (with regard to any
Executive Officer) and the CEO or the Department (with regard to
all other Participants) shall have the discretion to increase such
payment, subject to any maximum determined in accordance with any
applicable guidelines or any other Company plan or policy or reduce
such payment to any amount, including zero, prior to the payment
date of such Variable Compensation Payment. The Variable
Compensation Payment payable to a Participant for a Plan Year, if
any, is determined in accordance with the applicable guidelines and
any other applicable Company plan or policy. A Participant’s
selection to receive a Variable Compensation Payment for a Plan
Year shall in no way entitle him or her to receive, or otherwise
obligate the Company, the Committee, the CEO or the Department to
award such Participant, any Variable Compensation Payments with
respect to any future Plan Year. The designation of a position
(excluding a position as an Executive Officer) as an Eligible
Position shall in no way obligate the CEO or the Committee to
designate such position as an Eligible Position, or entitle the
person occupying such Eligible Position to occupy any Eligible
Position, with respect to any future Plan Year.
Section 3: Administration
3.1 The
Plan shall be administered by the Committee, which shall have full
power and authority to exercise all of the powers granted to it
under the Plan; construe, interpret and implement the Plan;
establish, amend, and rescind guidelines and administrative
regulations to further the purpose of the Plan; establish and amend
performance goals or objectives or other criteria for Variable
Compensation Payments; select or authorize the selection criteria
of Participants (including adding and removing Participants during
the Plan Year); determine and authorize Variable Compensation
Payments; and make all determinations, and take any other actions,
necessary or advisable to administer the Plan. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the
Committee deems necessary or desirable to carry it into effect. The
Committee’s decisions, actions, and interpretations regarding
the Plan shall be in its discretion and shall be final and binding
upon all Participants. The Committee may delegate its duties,
powers and authority in whole or in part to the Department or any
individual or individuals, including the CEO. Except as
specifically provided to the contrary, references to the Committee
include the Department and any individual or individuals to whom
the Committee has delegated some or all of its duties, powers and
authority hereunder.
3.2 No
member of the Committee and no employee of the Company shall be
liable for anything done or omitted to be done by him or her, by
any other member of the Committee, or by any employee of the
Company in connection with the performance of duties under the
Plan, except for his or her own willful misconduct (as determined
by a court of competent jurisdiction in a final judgment or other
final adjudication, in either case, not subject to further appeal)
or as expressly provided by statute. The Company shall indemnify
and hold each member of the Committee and each other director or
employee of the Company or of any of its affiliates to whom any
duty or power relating to the administration or interpretation of
the Plan has been delegated against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of
a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the
Plan.
Section 4: Variable Compensation Payments
4.1 All
Variable Compensation Payments shall be payable in
cash.
4.2 For
each Plan Year, the Committee will determine the Variable
Compensation Payments for Executive Officers and shall determine
the Company performance payout factor to be applied to the
aggregate amount of Variable Compensation Payments to be paid to
other Participants. Such determinations shall be based upon an
evaluation of performance of the Company (or any subsidiary or
business line or unit thereof) against the performance goals or
objectives or other criteria as were established for the Company
(or any subsidiary or business line or unit thereof) for such Plan
Year and may be subject to adjustment as determined by the
Committee in its discretion.
4.3 In
addition, in determining the amount of the Variable Compensation
Payment made to each Participant, the Committee or the Department,
or its delegate, as applicable, shall consider the extent to which
a Participant achieves, during a Plan Year, individual measures of
performance, if any, established for such Participant for such Plan
Year.
Section 5: Payment of Variable Compensation Payments
5.1 Variable
Compensation Payments to be made in respect of a Plan Year, if any,
shall be made on or before March 15 of the year following the end
of such Plan Year.
5.2 All
Variable Compensation Payments shall be made subject to the terms
and conditions of any (i) claw back, recapture or other similar
policy or requirement of the Company (including any such
requirement imposed under applicable law, rule or regulation), as
in effect from time to time, and (ii) nondisclosure,
nonsolicitation and noncompetition agreement, or other similar
agreement, between the Participant and the Company.
Section 6: Termination of Employment
If a
Participant’s employment with the Company is terminated
during a Plan Year for any reason, the Committee, with respect to
any Executive Officers, shall determine in its discretion whether
the Participant shall be entitled to a Variable Compensation
Payment for such Plan Year and the amount of any such Variable
Compensation Payment. The Committee or its delegate shall establish
guidelines with respect the treatment of Variable Compensation
Payments in connection with the termination of employment of
Participants who are not Executive Officers.
Section 7: General Provisions
7.1 A
Participant may not assign a Variable Compensation Payment. Any
attempted assignment shall be null and void. For purposes of this
paragraph, any designation of, or payment to, a Beneficiary shall
not be deemed an assignment.
7.2 Determinations
made by the Committee under the Plan need not be uniform and may be
made selectively among Participants, whether or not such
Participants are similarly situated.
7.3 Each
Participant will be solely responsible for any applicable taxes
(including, without limitation, employment, income and any
additional taxes), penalties and any interest thereon, that may be
incurred in connection with the receipt any Variable Compensation
Payment. The Company shall have the right to deduct or withhold
from any Variable Compensation Payment any federal, state, local or
foreign income or other taxes required by law to be withheld with
respect to such payment.
7.4 Nothing
contained in the Plan, and no action taken pursuant to the Plan,
shall create or be construed to create a trust of any kind. A
Participant’s right to receive a Variable Compensation
Payment shall be no greater than the right of an unsecured general
creditor of the Company. All Variable Compensation Payments shall
be paid from the general funds of the Company, and no special or separate fund shall be established, and
no segregation of assets shall be made to assure payment of such
Variable Compensation Payments.
7.5
Nothing contained in the Plan shall
give any Participant the right to continue in the employment of the
Company or affect the right of the Company to discharge a
Participant.
7.6 The
adoption of the Plan shall not be construed as creating any
limitations on the power of the Board or the Committee to adopt
such other incentive arrangements, apart from the Plan, as it may
deem desirable, and such other arrangements may be either
applicable generally or only in specific cases.
7.7 To
the extent applicable, Variable Compensation Payments under the
Plan are intended to be exempt from, or to comply with, Section
409A of the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto, and the applicable rulings and
regulations thereunder (“Section 409A”), and the Plan
shall be interpreted, administered and construed accordingly. To
the extent a Participant would be entitled to a Variable
Compensation Payment under the Plan and such Variable Compensation
Payment is deemed to constitute “deferred compensation”
subject to Section 409A that, if paid or provided during the 6
months beginning on such Participant’s “separation from
service” (within the meaning of Section 409A), would be
subject to the additional tax under Section 409A because the
Participant is a “specified employee” (within the
meaning of Section 409A), such Variable Compensation Payment will
be paid to the Participant on the earlier of the 6-month
anniversary of the Participant’s separation from service or
the Participant’s death.
7.8 The
Plan shall be construed and governed in accordance with the laws of
the State of Connecticut.
7.9 The
Company shall take action it deems necessary or advisable for the
purpose of conforming the Plan and any Variable Compensation
Payment to any present or future law relating to plans of this or
similar nature and to the administrative regulations and rulings
promulgated thereunder.
Section 8: Amendment, Suspension, or Termination
Each
of the Board and the Committee reserves the right to amend,
suspend, or terminate the Plan at any time; provided, however, that
any amendment, suspension or termination shall not adversely affect
the rights of Participants to receive Variable Compensation
Payments earned prior to such action.
Section 9: Effective Date and Duration of Plan
The
Plan shall be effective beginning as of January 1, 2019 and shall
continue in effect until terminated in accordance with Section
8.