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PRAXAIR, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN B

Addendum or Modifications

PRAXAIR, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN B | Document Parties: PRAXAIR, INC | Union Carbide Corporation You are currently viewing:
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PRAXAIR, INC | Union Carbide Corporation

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Title: PRAXAIR, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN B
Date: 2/25/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

PRAXAIR, INC. SUPPLEMENTAL RETIREMENT INCOME PLAN B, Parties: praxair  inc , union carbide corporation
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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:

 

 

 

Praxair Pension Plan

 

 

 

Praxair, Inc. Equalization Benefit Plan

 

 

 

Praxair, Inc. Supplemental Retirement Income Plan A

 

 

 

Praxair, Inc. Supplemental Retirement Income Plan B

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)

the larger of:

(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)

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).

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:

 

 

(a)

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

 

 

(b)

annual credits as described in Sections B.2 and B.3, below, plus

 

 

(c)

interest as described in Section B.4, below.

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


 
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