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Exhibit
10.01c
Form of Standard OPTION
AWARD
UNDER THE
2002 PRAXAIR,
INC.
LONG TERM INCENTIVE
PLAN
This Award , made as
of the day
of
(the “Grant Date”) by PRAXAIR, INC., a Delaware
corporation, having an office at 39 Old Ridgebury Road, Danbury,
Connecticut 06810-5113 (hereinafter called the
“Corporation”).
W I T N E S S E T H:
The Corporation hereby grants
to
(hereinafter called the “Participant”), as of the Grant
Date, a non-qualified stock option to purchase
shares of the common stock of the Corporation (par value of $.01
per share) at $
per share upon the following terms and conditions:
1. Vesting
. Except as otherwise provided in this Award and subject to
the provisions of paragraph 3, this option may be exercised only on
or after
[insert time vesting schedule or insert the terms of any
performance-based vesting, including without limitation, vesting
based upon the Corporation’s achievement of certain financial
goals, such as earnings per share, total shareholder return, net
income, revenue or other criteria] [in no event less than three
years following the date of grant, provided that the option may
partially vest after no less than one year so long as the entire
grant does not vest fully until at least three years have elapsed
from the date of grant]. The option may be exercised only in a
whole number of shares. In the event that the option is not evenly
divisible by three, the remaining amount shall be added to the last
vesting period. Notwithstanding the foregoing, the entire option
shall become immediately vested and exercisable upon the occurrence
of either the Participant’s death or a Change in
Control.
2. Expiration
. Except as otherwise provided herein, this option shall
expire on the tenth anniversary of the Grant Date.
3.
Exercisability .
(a) This option shall be
exercisable by the Participant only while the Participant is in
active employment with the Corporation or a Subsidiary or Affiliate
of the Corporation and shall be immediately forfeited upon the
effective date of the Participant’s termination of employment
with the Corporation or a Subsidiary or Affiliate of the
Corporation, except that this option shall continue to be
exercisable:
(i) at any time prior to its
expiration date in the case of the Participant’s Disability
or Retirement; provided, however, that following the
Participant’s Disability or Retirement, this option shall
only become vested and exercisable in accordance with paragraph 1;
and provided further, that in the event of the
Participant’s Retirement prior to [one year from the date of
grant], this option shall never become vested and exercisable and
shall be immediately forfeited upon the effective date of the
Participant’s Retirement;
(ii) during a three-year
period commencing on the date of the Participant’s
termination of employment by the Corporation or a Subsidiary or
Affiliate of the Corporation other than for cause provided,
however, that following such termination of the
Participant’s employment other than for cause, this option
shall only become vested and exercisable in accordance with
paragraph 1 above; and provided further, that, except as
otherwise determined by the Corporation’s Chief Executive
Officer or his designee, in the event of the Participant’s
termination of employment by the Corporation or a Subsidiary or
Affiliate of the Corporation other than for cause prior to [one
year from the date of grant], this option shall never become vested
and exercisable and shall be immediately forfeited upon the
effective date of such termination of the Participant’s
employment;
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(iii) during a three-year
period commencing on the date of the Participant’s
death;
(iv) during a three-year
period commencing on the date of termination of the
Participant’s employment, by the Participant or by the
Corporation or a Subsidiary or Affiliate of the Corporation, other
than for cause, within two years after a Change in Control,
or
(v) otherwise as the
Committee may determine, if the Committee decides that it is in the
best interests of the Corporation to permit individual
exceptions.
(b) In no event may this
option be exercised on or after its expiration date.
(c) An individual who is
employed by a Subsidiary or Affiliate of the Corporation shall be
deemed to have terminated employment for purposes of this Award at
such time as the Corporation and its Subsidiaries own, either
directly or indirectly, less than 50% of the employing
Subsidiary’s or Affiliate’s total financial interests
or combined voting power.
4.
Transferability . This option is not
transferable other than (a) in the event of the
Participant’s death, in which case this option shall be
transferred pursuant to the beneficiary designation then on file
with the Corporation, or, in the absence of such a
benefici
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