FORM OF OPTION AWARD UNDER
THE 2005 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
OF PRAXAIR, INC.
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Praxair, Inc. and
Subsidiaries
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FORM OF
OPTION
AWARD
UNDER
THE
2005 EQUITY COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS OF PRAXAIR,
INC.
Option Award , made as of the ___ day of __________, 20__
(the “Grant Date”) by PRAXAIR, INC., a Delaware
corporation, having an office at 39 Old Ridgebury Road, Danbury,
Connecticut 06810-5113 (the “Corporation”).
W I T N
E S S E T H:
The Corporation
hereby grants to you, ___[name of grantee]___________________
, 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 Option
Award and subject to the provisions of paragraph 3 herein,
one-third of this option may be exercised only on or after
___________, an additional one-third on or after __________, and
the remaining one-third on or after ______________. [alternate in
the Committee’s discretion: this option may be exercised only
on or after ____________ [must be at least three years from the
Grant Date]]. This option may be exercised only in a whole number
of shares. In the event that this 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 exercisable on the occurrence of either your
death or a Change in Control.
2.
Expiration . This option shall
expire on the tenth anniversary of the Grant Date.
3. Exercisability
.
(a) This option
shall be exercisable only by you while you are in active service as
a Non-Employee Director of the Corporation (or by your transferee
if this option has been duly transferred pursuant to paragraphs 4
and 5 herein) except that this option shall continue to be
exercisable:
(i) at any time
prior to its expiration date in the case of your Disability or
Retirement; provided, however, that this option shall not
become immediately exercisable upon your Disability or Retirement
but shall become exercisable in accordance with paragraph 1; and
provided further, that in the event of your Retirement
prior to the first anniversary of the Grant Date, this option shall
not be exercisable at all but shall be immediately
forfeited.
(ii) during a
three-year period commencing on the effective date of your
resignation or termination of service as a Non-Employee Director of
the Corporation, other than for cause; provided, however,
that this option shall not become immediately exercisable upon your
resignation or termination but shall become exercisable in
accordance with paragraph 1 above; and provided further,
that in the event of your resignation or termination of service
effective prior to the first anniversary of the Grant Date, this
option shall not be exercisable at all but shall be immediately
forfeited.
(iii) during a
three-year period commencing on the date of your death;
(iv) during a
three-year period commencing on the effective date of your
resignation or termination of service as a Non-Employee Director 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.
4.
Transferability .
This option is not transferable
other than;
(a) in the case
of your death, pursuant to the beneficiary designation then on file
with the Corporation, or, in the absence of such a beneficiary
designation (or if the designated beneficiary has pre-deceased
you), by will or the laws of descent and distribution (in which
event, this option may be exercised by the executor or
administrator of your estate or by your distributee(s) within the
time limitations provided in paragraphs 1, 2 and 3 hereof and the
Corporation, without liability to any other person, may rely on the
directions of the executor or administrator of your estate with
respect to the disposition or exercise of this option),
or
(b) [inclusion
of this subparagraph (b) is subject to Committee discretion] by
you, without consideration and without further right of transfer
other than pursuant to subparagraph (c) below, to;
(i) your
spouse, children (including by adoption), stepchildren or
grandchildren (“immediate family members”),
or
(ii) a
partnership in which such immediate family members are the only
partners, or
(iii) a trust
for the exclusive benefit of such immediate family members,
or
(iv) such other
persons or entities as the Committee may approve upon your request;
or
(c) in the case
of a transferee’s, beneficiary’s or distributee’s
death, to his/her estate,
