Exhibit 10.05b
PRAXAIR, INC.
SUPPLEMENTAL RETIREMENT INCOME PLAN
B
(AS AMENDED AND RESTATED EFFECTIVE
DECEMBER 31, 2007)
PRAXAIR, INC.
SUPPLEMENTAL RETIREMENT INCOME PLAN B
General
This Supplemental Retirement Income
Plan B (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”). Prior to the
effective date of this amendment and restatement, the Plan was
known as the Praxair, Inc. Supplemental Retirement Income Plan.
Effective with this amendment and restatement, the Plan is hereby
renamed the Praxair, Inc. Supplemental Retirement Income Plan
B.
The purpose of this Plan is to
provide a retirement benefit which, when combined with the benefit
provided by the Pension Plan, the Praxair, Inc. Equalization
Benefit Plan (the “EBP”) and the Praxair, Inc.
Supplemental Retirement Income Plan A (the “SRIP A”),
equals the retirement benefit which would be provided by the
Pension Plan if (a) average monthly compensation included
(i) deferred variable compensation payments awarded under
designated incentive compensation plans and (ii) base salary
deferred under the Compensation Deferral Program, (b) all
variable compensation payments, whether deferred or not, were
averaged separately from base compensation, and (c) the
limitations of Code Sections 401(a)(17) and 415 were not applied.
Employees eligible to receive benefits under this Plan are referred
to herein as “Participants.” At its inception, this
Plan assumed the liabilities under the Equalization Benefit Plan
for Participants of the Retirement Program Plan for Employees of
Union Carbide Corporation and its Participating Subsidiary
Companies, with respect to employees of the Corporation.
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This Plan operates in conjunction
with the Pension Plan, the EBP, and the SRIP A 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 A.
This Plan has been amended and
restated in its entirety effective as of December 31,
2007.
ARTICLE I
SRIP B Benefits
Beginning as of January 1,
2002, 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 B Benefit”).
A. Amount of SRIP B Benefit for
Traditional-Design Participants .
Section 1
. The SRIP B 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 (but subject to the provisions of Section 2 and 3 of this
Article I) without regard to the limitations of Code Sections 415
and 401(a)(17); and
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(b) equals the amount of such
Participant’s or surviving spouse’s annual benefit
payable under the Pension Plan, the EBP and the SRIP A.
Section 2
. The amount of monthly SRIP B
Benefit payable to an eligible Participant shall be computed by
using the applicable formula provided in Article V of the Pension
Plan except that average monthly compensation shall for this
purpose be equal to an amount determined under Section A.3 of this
Article I, and shall be determined without regard to the limitation
of Code Section 401(a)(17).
Section 3
. A Participant’s average
monthly compensation shall be computed by determining the sum of
the following amounts:
(I) 1/36 of base salary related to
the three full calendar years in which such salary was largest
during the 10 full calendar years next preceding the date of death
or retirement, or
(II) 1/36 of base salary for the 36
full calendar months next preceding the date of death or
retirement; provided that for purposes of this calculation the base
salary received in any calendar month within the third preceding
calendar year shall be the total base salary received in such year
divided by the number of months worked in such year; and
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(ii)
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1/36 of the
Participant’s Variable Compensation Payments related to the
three full calendar years in which such Variable Compensation
Payments were the largest during the 10 full calendar years next
preceding the date of death or retirement provided that the
calendar years in which the Participant was hired or terminated
employment shall each be considered a full calendar year for the
purposes of this clause (ii).
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For purposes of the above
calculation, a Variable Compensation Payment will be related to the
calendar year in which a Participant performed the services for
which the Variable Compensation Payment was paid irrespective of
the calendar year in which the Variable Compensation Payment was
awarded or paid.
For purposes of the above
calculation, the amount of base salary received in any calendar
month will be calculated in the same manner in which average
monthly compensation used to compute pension benefits under the
Pension Plan is calculated (determined without regard to Incentive
Compensation as defined therein).
For purposes of the above
calculation, “base salary” shall include any base
salary deferred by a Participant pursuant to the terms of the
Praxair Compensation Deferral Program, or any successor plan, in
the calendar year in which it would otherwise have been paid to the
Participant.
For purposes of the above
calculations, where a Participant has less than three full calendar
years of service recognized under the Plan, (i)(I) will
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substitute 1/24 for 1/36 if there
are two full calendar years of service and 1/12 for 1/36 if there
is only one full calendar year of service. In addition, (i)(II) and
(ii) will utilize the actual number of months of service, if
less than 36, as the denominator in the fraction.
Section 4
. If the SRIP B Benefit payable to a
Participant under this Plan commences in the form of an annuity
before the award to such Participant of a Variable Compensation
Payment (whether or not paid) which may be used to determine
average monthly compensation under Section 3 of this Article
I, the monthly amount of SRIP B Benefit payable hereunder shall be
recalculated after such Variable Compensation Payment is awarded
(whether or not paid). The monthly amount of any additional SRIP B
Benefit resulting from said recalculation shall be paid commencing
in or before the third calendar month after the month in which such
Variable Compensation Payment is awarded (provided that the first
monthly payment of such recalculated SRIP B Benefit shall be
adjusted (without interest) to reflect any prior underpayment of
SRIP B Benefit resulting from the fact that such Variable
Compensation Payment was not included in the initial calculation of
SRIP B Benefit), or if earlier, with the lump sum payment described
in Article III.
Section 5
. For purposes of calculating the
amount of a Participant’s SRIP B Benefit pursuant to Section
A.1 of this Article I, the amount of a Participant’s monthly
retirement income and monthly pension under the Pension Plan, the
EBP and the SRIP A shall be determined without any adjustment on
account of (i) a survivor’s benefit or (ii) an
election to receive level retirement income.
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B. Amount of SRIP B Benefit for
Account-Based Participants .
Section 1
. A notional account shall be
maintained for any Participant who is an Account-Based Participant.
This account shall consist of:
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(a)
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such
Participant’s net accrued benefit under this Plan as of
December 31, 2001 (if any), converted to a lump sum actuarial
equivalent as described in Article VI of the Pension Plan,
plus
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(b)
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annual credits
as described in Sections B.2 and B.3, below, plus
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(c)
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interest as
described in Section B.4, below.
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Section 2
. An annual credit shall be made to
the account equal to the excess of (i) the amount which would
have been credited to such Participant’s account under the
Pension Plan pursuant to Article VI of the Pension Plan except that
annual compensation shall for this purpose be equal to an amount
determined under Section B.3 of this Article I, over (ii) the
amount credited to such Participant’s account under the
Pension Plan pursuant to Article VI of the Pension Plan, the EBP
and the SRIP A.
Section 3
. Annual compensation shall be
determined under the rules of the Pension Plan, but subject to the
following additional considerations: (i) it shall be
determined without regard to the limitation of Code
Section 401(a)(17); (ii) for purposes of the above
calculation, a Variable Compensation Payment will be related to the
calendar year in which a Participant performed the services for
which the Variable Compensation Payment was paid irrespective of
the calendar year in which the Variable Compensation Payment was
awarded or paid; and (iii) for purposes of the above
calculation, compensation shall include any base salary deferred by
a Participant pursuant to the terms of the any Praxair Compensation
Deferral Program, or any successor plan, in the calendar year in
which it would otherwise have been paid to the
Participant.
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Section 4
. The account will be credited with
annual interest at the same rate as Account-Based Accounts under
the Pension Plan.
C. Provisions Common to All
Participants .
(a) If a Participant satisfies the
requirements for a survivor’s benefit, the amount of SRIP B
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 SRIP B 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 SRIP B
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.
(d) For all Participants with
respect to whom assets and liabilities were transferred to the
Pension Plan from the Union Carbide Corporation Retirement Program
Plan, Variable Compensation Payment and salary shall include
variable compensation payments and salary received from Union
Carbide Corporation and previously recognized under Union Carbide
Corporation’s Retirement Program Plan or its Supplemental
Retirement Income Plan.
(e) “Variable Compensation
Payment” as used in this Plan means those annual variable
compensation payments payable (regardless of whether or not
deferred) under (i) the Praxair, Inc. Variable Compensation
Plan, or any successor plan, (ii) the Praxair, Inc.
Mid-Management Variable Compensation Plan, or any successor plan,
or (iii) any other variable compensation plan designated by
the Committee.
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(f) In addition to the foregoing,
the amount of a Participant’s SRIP B Benefit shall be
inclusive of any additional non-qualified retirement benefits
resulting from individual agreements entered into between the
Corporation and the Participant. Notwithstanding any provision in
this Plan to the contrary, in the event of any conflict between the
terms of this Plan and the terms of any such individual agreement,
the terms of such individual agreement shall control
ARTICLE II
Vesting
Section 1
. Except as otherwise provided
herein, a Participant will be vested in such Participant’s
right to receive SRIP B Benefits under the Plan in the same manner
and to the same extent as provided under the Pension
Plan.
ARTICLE III
Benefit Payment
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 B 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
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“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 B 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 B Benefits due hereunder,
(taking into account the value of the 50% 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 B 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.
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(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 B Benefits in January of
the year following the Termination Year, provided that such
election must either:
(i) be made during 2007 by a
Participant who terminates employment in 2007, and relate to a lump
sum benefit otherwise not scheduled to be paid in 2007;
or
(ii) be made during 2008 by a
Participant who terminates employment on or after January 1,
2008 but before July 1, 2008, and relate to a lump sum benefit
otherwise not scheduled to be paid in 2008.
(e) Notwithstanding any provision of
this Plan to the contrary, a Traditional-Design Participant (or the
surviving spouse of such Participant) who ter