Exhibit 10.03
2002 PRAXAIR, INC. VARIABLE
COMPENSATION PLAN
Amended and Restated,
Effective January 1, 2008
Adopted by the Board of
Directors: January 22, 2002
And Reflecting All Amendments
Through October 28, 2008
TABLE OF
CONTENTS
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Page
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Section 1:
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Purpose
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1
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Section
2:
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Definitions
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1
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Section
3:
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Administration
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3
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Section
4:
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Participation
Data
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3
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Section
5:
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Variable
Compensation Payments
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4
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Section
6:
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Payment of
Variable Compensation Payments
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4
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Section
7:
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Termination of
Employment
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4
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Section
8:
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Beneficiary
Designation
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4
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Section
9:
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General
Provisions
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5
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Section 10:
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Amendment,
Suspension, or Termination
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5
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Section
11:
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Effective Date
and Duration of Plan
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6
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2002 PRAXAIR, INC. VARIABLE
COMPENSATION PLAN
Section 1:
Purpose
The purpose of the Plan is to:
(a) provide incentives and rewards to certain employees who
are Eligible Officers of the Corporation or who are in a
managerial, administrative, professional or policy-making capacity
for the Corporation; (b) assist the Corporation in attracting,
retaining, and motivating employees of high caliber and experience;
and (c) make the Corporation’s compensation program
competitive with those of other major employers.
Section 2:
Definitions
2.1 “Beneficiary” shall
mean a Participant’s deemed beneficiary pursuant to
Section 8 hereof.
2.2 “Board” shall mean
the Board of Directors of Praxair, Inc.
2.3 “Chief Executive
Officer” or “CEO” shall mean the Chief Executive
Officer of Praxair, Inc.
2.4 “Committee” shall
mean the Compensation and Management Development Committee of the
Board.
2.5 “Corporation” shall
mean Praxair, Inc. and such of its subsidiary companies as shall be
designated by the Board to participate in the Plan.
2.6 “Department” shall
mean the Corporate Human Resources Department of Praxair,
Inc.
2.7 “Eligible Officer”
shall mean an officer of Praxair, Inc. who is elected, and each of
the Vice Presidents of the Corporation who are appointed by the
Board.
2.8 “Eligible Position”
shall mean (i) a position as an Eligible Officer, or
(ii) another position in the Corporation in which an employee
acts in a managerial, administrative, professional or policy-making
capacity and which the Committee designates as an Eligible Position
pursuant to Section 4.
1
2.9 “Participant” shall
mean an employee of the Corporation who occupies an Eligible
Position.
2.10 “Plan” shall mean
this 2002 Praxair, Inc. Variable Compensation Plan, as may be
amended from time to time.
2.11 “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.
2.12 “Savings Program”
shall mean the Praxair Retirement Savings Plan.
2.13 “Variable
Compensati
