Exhibit 10.05a
PRAXAIR, INC.
SUPPLEMENTAL RETIREMENT INCOME PLAN
A
(EFFECTIVE JANUARY 1,
2008)
PRAXAIR, INC.
SUPPLEMENTAL RETIREMENT INCOME PLAN A
General
This Supplemental Retirement Income
Plan A (the “Plan”) is maintained by Praxair, Inc. (the
“Corporation”), is completely separate from the Praxair
Pension Plan (the “Pension Plan”), and is not funded or
qualified for special tax treatment under the Internal Revenue Code
of 1986, as amended (the “Code”). The purpose of this
Plan is to restore retirement benefits to those Pension Plan
participants, and to the spouses or beneficiaries of such
participants, whose retirement benefits under the Pension Plan are,
or will be, reduced by the limitations imposed by
Section 401(a)(17) of the Code, as from time to time amended
(collectively referred to herein as
“Participants”).
This Plan operates in conjunction
with the Pension Plan, the Praxair, Inc. Equalization Benefit Plan
(the “EBP”) and the Praxair, Inc. Supplemental
Retirement Income Plan B (the “SRIP B”) to provide
retirement benefits to Participants. Each of these four plans must
be read together in the following order to determine the total
Praxair retirement benefit payable to, or on behalf of, a
Participant:
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Praxair, Inc. Equalization
Benefit Plan
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Praxair, Inc. Supplemental
Retirement Income Plan A
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Praxair, Inc. Supplemental
Retirement Income Plan B
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In no event shall any benefit
payable to or on behalf of a Participant under this Plan duplicate
the benefit payable to or on behalf of such Participant under the
Pension Plan, the EBP and/or the SRIP B.
This Plan is effective
January 1, 2008.
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ARTICLE I
SRIP A Benefits
Section 1
. Each Participant shall be
designated as either an Account-Based Participant or a
Traditional-Design Participant. This designation shall be
consistent with such Participant’s method of benefit accrual
under the Pension Plan.
Any Participant in the Pension Plan,
or such Participant’s surviving spouse or beneficiary, shall
be entitled to a benefit, payable hereunder in accordance with this
Plan, calculated under either A or B below (referred to herein as
the “SRIP A Benefit”).
A. Amount of SRIP A Benefit for
Traditional-Design Participants . The SRIP A Benefit hereunder
payable to a Traditional-Design Participant or his or her surviving
spouse shall be equal to the excess of (a) minus (b), if any,
determined as of termination of employment, where (a) and
(b) are defined as follows:
(a) equals the amount of such
Participant’s or surviving spouse’s annual benefit
under the Pension Plan computed under the provisions of the Pension
Plan without regard to the limitations of Code Sections 415 and
401(a)(17); and
(b) equals the amount of such
Participant’s or surviving spouse’s annual benefit
actually payable under the Pension Plan and the EBP.
B. Amount of SRIP A Benefit for
Account-Based Participants . The SRIP A Benefit hereunder
payable to or on behalf of an Account-Based Participant shall be
equal to the excess of (a) minus (b), if any, determined as of
termination of employment, where (a) and (b) are defined
as follows:
(a) equals the Account-Based Account
(as defined in the Pension Plan) which the Participant would have
had at such time under the Pension Plan as if such amounts had been
determined without applying the limitations of Code Sections 415
and 401(a)(17); and
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(b) equals the actual Account-Based
Account which the Participant has at such time under the Pension
Plan plus the actual amount of the notional account which the
Participant has at such time under the EBP.
C. Provisions Common to All
Participants .
(a) If a Participant satisfies the
requirements for a survivor’s benefit, the amount of the
SRIP A Benefit which such Participant would otherwise have
received shall be reduced by applying the same factor used in the
Pension Plan in connection with survivor’s
benefits.
(b) The amount of the SRIP A Benefit
payable to the eligible survivor of a Participant shall be
calculated in the same manner that such survivor’s benefit is
calculated under the Pension Plan.
(c) With respect to any benefit
hereunder payable to a “spouse,” the determination of
whether a person constitutes an eligible spouse shall be made under
the same criteria as apply under the Pension Plan.
ARTICLE II
Vesting
Section 1
. Except as otherwise provided
herein, a Participant will be vested in such Participant’s
right to receive SRIP A benefits in the same manner and to the same
extent as provided under the Pension Plan.
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ARTICLE III
Benefit Payments
Section 1
. For Traditional-Design
Participants, payments shall be made as follows:
(a) For Traditional-Design
Participants who terminate employment at a time when they would be
immediately eligible to commence a benefit under the Pension Plan,
a single life annuity (or a 50% joint and survivor annuity for such
Participants who are married at the time of their termination of
employment) will commence to be paid as of the first of the month
coincident with or next following such termination, and a lump sum
payment of all remaining SRIP A Benefits due hereunder shall be
made on or about July 1 of the year immediately following the
year of such termination (the year of termination is hereinafter
referred to as the “Termination Year”). Where such
Participant has commenced a 50% joint and survivor annuity, and
such Participant’s spouse dies during the annuity payment
period, the Participant’s SRIP A Benefit will be increased to
eliminate the cost of the survivor benefit. Notwithstanding the
foregoing, if such Participant is a Specified Employee (as such
term is defined in Code Section 409A) no annuity benefits
shall be paid during the six month period after the
Participant’s termination of employment (the “Delay
Period”), and at the conclusion of the Delay Period any
annuity benefits which would otherwise have been paid during the
Delay Period shall be paid in a single sum which shall include
interest at the interest rate used for determining Actuarial
Equivalence, as then in effect under the Pension Plan. Annuity
benefits shall then commence and continue until a lump sum payment
is due pursuant to the first sentence of this paragraph.
(b) For Traditional-Design
Participants who terminate employment at a time when they would not
be immediately eligible to commence a benefit under the Pension
Plan, a lump sum payment of all SRIP A Benefits due hereunder,
(taking into account the value of the 50%
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joint and survivor form of benefit if the
Participant is married at the time of termination of employment),
shall be made on or about July 1 of the year immediately
following the Termination Year. If such Participant’s spouse
dies prior to the date of such lump sum payment, the
Participant’s SRIP A Benefit shall not be reduced to reflect
the cost of the survivor benefit.
(c) Lump sum payments shall be
calculated using a discount rate equal to the 10 year Aaa municipal
bond rate as published by Moody’s or a similar rating service
for the third month prior to the month payments
commence.
(d) Notwithstanding the foregoing, a
Traditional-Design Participant described in Article III,
Section 1(a) may elect to receive a lump sum payment of such
Participant’s remaining unpaid SRIP A Benefit in January of
the year following the Termination Year, provided that such
election must be made during 2008 by a Participant who terminates
employment on or after January 1, 2008 but before July 1,
2008, and relates to a lump sum benefit otherwise not scheduled to
be paid in 2008.
Section 2
. (a) For Account-Based
Participants who terminate employment on or after November 1
of a year and prior to May 1 of the following year, a lump sum
of their SRIP A Benefit shall be paid on or about July 1 of
that following year. For Account-Based Participants who terminate
employment on or after May 1 and prior to November 1 of a
year, a lump sum of their SRIP A Benefit shall be paid on or about
January 1 of the following year. (By way of example, an
Account-Based Participant who terminates employment in December,
2008, and an Account-Based Participant who terminates employment in
April, 2009, would each receive a lump sum in July, 2009. An
Account-Based Participant who terminates employment in June, 2009,
would receive a lump sum in January, 2010.) Notwithstanding the
foregoing, if such
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Participant is a Specified Employee (as such
term is defined in Code Section 409A) no payment shall be made
until the later of the date determined above and the date which is
six months after the Participant’s termination of
employment.
(b) Such lump sum payment shall be
calculated utilizing the factors described for lump sum payments
under Section 5.7(b) (or any successor provision governing
calculations of Account-Based lump sums) of the Pension
Plan.
Section 3
. In the event of a Change in
Control, all SRIP A Benefits not yet paid under this Plan shall
become immediately vested and shall be paid in a lump sum payment,
calculated as otherwise described herein, as soon as
administratively possible following the date of such Change in
Control, but no later than 90 days after such date. For this
purpose, Change in Control shall mean the occurrence of any one of
the following events with respect to the Corporation:
(a) during a 12-month period, a
majority of the individuals who constitute the Corporation’s
Board of Directors are replaced by directors whose appointment or
election is not endorsed by a majority of the members of the Board
before the date of the appointment or election;
(b) any one person, or more than one
person acting as a group, becomes owner as defined in
Section 318(a) of the Internal Revenue Code of 1986 (the
“Code”) (or has become owner during the 12-month period
ending on the date of the most recent acquisition by such person or
group), of stock of the Corporation possessing 30 percent or more
of the total voting power of the stock of the Corporation;
provided, however, that the event described in this paragraph
(ii) shall not be deemed to be a Change in Control by virtue
of any of the following
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acquisitions: (A) by the Corporation or any
of its subsidiaries, (B) by any employee benefit plan
sponsored or maintained by the Corporation or any of its
subsidiaries, or (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities.
(c) any one person, or more than one
person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition
by such person or group) assets from the Corporation that have a
total gross fair market value equal to or more than 80 percent of
the total gross fair market value of all of the assets of the
Corporation immediately prior to such acquisition(s); provided,
however, that a transfer of assets by the Corporation is not
treated as a Change in Control if the assets are transferred to:
(A) a shareholder of the Corporation (immediately before the
asset transfer) in exchange for or with respect to its stock;
(B) an entity, 50 percent or more of the total value or voting
power of which is owned, directly or indirectly, by the
Corporation; (C) a person, or more than one person acting as a
group, that owns, directly or indirectly, 50 percent or more of the
total value or voting power of all outstanding stock of the
Corporation; or (D) an entity, at least 50 percent of the
total value or voting power of which is owned, directly or
indirectly, by a person described in the previous subsection (C).
For purposes of this paragraph, (1) gross fair market value
means the value of the assets of the Corporation, or the value of
the assets being disposed of, determined without regard to any
liabilities associated with such assets, and (2) a
person’s status is determined immediately after the transfer
of the assets.
(d) any one person, or more than one
person acting as a group, becomes owner, as defined in
Section 318(a) of the Code, of stock of the Corporation that,
together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting
power of stock of the Corporation; provi