Exhibit
10.06
Amended and Restated
As of July 22, 2008
PRAXAIR, INC.
DIRECTOR’S FEES DEFERRAL PLAN
Section 1. Purpose,
Participation
(a) Purpose : The purpose of
this Director’s Fees Deferral Plan (the “Plan”)
is to enable Praxair, Inc. (the “Corporation”) to
attract and retain Directors of outstanding ability by providing
them with a mechanism to defer and accumulate Director’s
fees, meaning (1) the retainer, (2) fees for attendance
at meetings of the Board of Directors and Board committees of the
Corporation, (3) fees for additional or special services as
Directors and (4) other compensatory payments made to
Directors by the Corporation in connection with their service as
Directors.
(b) Participation : This
Plan extends to Directors of the Corporation not employed by the
Corporation or any subsidiary.
Section 2. Payment of
Deferred Amounts
(a) Deferral Election
: At any time prior to the beginning of a calendar year, a
Director may elect that all or any specified portion of the
Director’s fees to be earned during such calendar year be
credited to a Director’s Cash Account and/or a
Director’s Stock Unit Account maintained on such
Director’s behalf in lieu of payment (a “Deferral
Election”). A Director may also make a Deferral Election
during the 30 days following the date on which a Director first
becomes eligible to receive Director’s fees, although any
Deferral Election made pursuant to this sentence will apply only to
all or any specified portion of the Director’s fees earned
thereafter. Each Deferral Election must be submitted to the
Secretary of the Corporation in writing, and will be deemed to
authorize deferral to only a Director’s Cash Account except
to the extent deferral to a Director’s Stock Unit Account is
expressly specified.
(b) Effect of Deferral
Election : Pursuant to such Deferral Election, the
Corporation (i) will not pay the Director’s fees covered
thereby and (ii) will make payments in accordance with the
Deferral Election and this Section 2.
(c) Payment Commencement
Event . At the time of making the Deferral Election, a
Director will designate as a “Payment Commencement
Event” either ( 1 ) the termination of the
Director’s service as a Director of the Corporation (or any
successor) or ( 2 ) the Director’s attainment of
an age, not to exceed 75, specified by the Director. A Director may
also elect that, notwithstanding any other election made by him
pursuant to this Section 2, in the event that the Director
terminates service as a Director of the Corporation within one year
following a “Change of Control” (as defined in
Section 5(h)), the Payment Commencement Event for payments
from a deferral account will be the termination of the
Director’s service as a Director.
(d) Payment . Payment of
amounts deferred pursuant to the Deferral Election will commence on
the last business day of the calendar quarter in which the Payment
Commencement Event (either as originally designated or as deferred
pursuant to clause ( 1 ) of Section 2(e))
occurs. Payments from a deferral account will be made in a
lump sum (in cash or stock as provided in this Plan) unless a
timely election of an installment payment schedule pursuant to
clause ( 2 ) of Section 2(e) has been
made.
(e) Additional Deferrals
. A Director may also (1) elect to defer the Payment
Commencement Event to a later date specified by the Director (but
not later than attainment of age 75), and/or ( 2 ), for
Payment Commencement Events other than a Change of Control, elect
that (i) payment from the Director’s Cash Account be
made in a number of approximately equal annual cash installments,
and/or (ii) payment from the Director’s Stock Unit
Account be made in a number of annual installments, each of an
approximately equal number of Stock Units. Such installment
payments shall be made over a period of time specified by the
Director, but not to exceed 15 years. Such elections may be
made at any time until 12 months before the Payment Commencement
Event designated pursuant to Section 2(c) and must provide for
an additional deferral period of at least five years from the
previous Payment Commencement Event. Each such election must be
submitted to the Secretary of the Corporation in writing. A
Director may make no more than one election pursuant to clause (
1 ) in any calendar year. An election of an
installment payment schedule pursuant to clause ( 2
) is irrevocable except as provided in
Section 2(g).
(f) Renewal of
Elections . Once a Deferral Election and designation of a
Payment Commencement Event has been made, it will be automatically
applied to Director’s fees earned in all subsequent calendar
years unless the Director changes or revokes either such election
or designation. Each such change or revocation must be
submitted to the Secretary of the Corporation in
writing. However, except as provided in Section 2(e),
each Deferral Election and designation of Payment Commencement
Event is irrevocable as to Director’s fees earned prior to
the calendar year next following any change or
revocation.
(g) Renewal of Installment
Election . An election of an installment payment schedule
will automatically apply to amounts credited to a deferral account
in each succeeding calendar year unless, prior to the commencement
of such calendar year, the Director elects to change or revoke such
installment payment schedule election, in which case his/her new
election will control only with respect to amounts credited during
calendar years following such new election.
(h) Disability
. In the event a Director becomes disabled, the payment
commencement date and/or payment schedule with respect to a balance
in a deferral account shall be the date 90 days following the date
it is determined that the Director has become
Disabled. ‘Disabled’ means unable to engage in any
substantial gainful activity because of any medically determinable
physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a
continuous period of twelve (12) months or longer.
(i) Death . A
Director may designate a beneficiary (and change such beneficiary,
from time to time) for payment of any balance of the deferral
account at the Director’s death. Upon a Director’s
death, any balance in the deferral account (including amounts
credited to such account as specified in Section 3(b) and
Section 4(b)) will be paid to the deceased Director’s
beneficiary at the end of the first calendar quarter which ends at
least 30 days after the Director dies.
(j) A. Mandatory
Deferrals . The Board of Directors may, from time to time,
determine that certain payments made to Directors shall be
mandatorily deferred under this Plan. If, in conjunction with
such determination, the Board specifies the deferral account(s) to
which such payment shall be credited or the Payment Commencement
Event applicable to such deferral, then such specifications shall
be applied to the deferral as if the recipient Director had made a
timely Deferral Election with respect to such payment under
Section 2(a) and had designated a Payment Commencement Event
under Section 2(c). With respect to any such mandatory
deferral, the Board may also specify at the same time as it
designates any mandatory deferrals, restrictions on changes or
revocations of Deferral Elections (or deemed Deferral Elections)
and Payment Commencement Event designations under
Section 2(f), in which event Section 2(f) shall be
inoperative as to such mandatory deferral to the extent of the
specified restrictions.
B. Pursuant to the 2005 Equity
Compensation Plan for Non-Employee Directors of Praxair, Inc.
Notwithstanding anything in the Plan to the contrary,
mandatory deferrals (“Mandatory Deferrals”) made
under Section 9 (or any successor Section) of the 2005 Equity
Compensation Plan for Non-Employee Directors of Praxair, Inc.
(“2005 Equity Compensation Plan”), if such 2005 Equity
Compensation Plan is approved by the Corporation’s
shareholders, shall be subject to the following special
provisions:
1. All Mandatory Deferrals
shall be credited to the Director’s Stock Unit
Account.
2. Except as provided in clause
3 below, Mandatory Deferrals shall be fully vested.
3. A Director whose services as
a Director are terminated for cause shall forfeit any amounts in
his or her Stock Unit Account relating to Mandatory
Deferrals. For purposes of this clause 3, a Director who is
not nominated for re-election to the Board or a Director who is not
re-elected by shareholders, shall not be considered a Director
whose services as a Director were terminated for cause unless the
Board duly adopts a resolution specifying otherwise and setting
forth the reasons such event shall be deemed a termination for
cause.
4. Mandatory Deferrals which
have vested shall be paid in full upon the earliest of:
(i) the Director’s
attainment of age 72;
(ii) such date as specified in
the grant of Mandatory Deferrals under the 2005 Equity Compensation
Plan which date will be not less than five (5) years after the
date of grant of the Mandatory Deferrals;
(iii) the Director’s
death;
(iv) the Director becoming
Disabled; or
(vi) a Change of
Control.
Payment shall be either in cash or
in shares of the Corporation’s common stock, at the
Director’s election. Where the Director has elected to
receive payment in shares of the Corporation’s common stock,
the provisions of Section 4(c) of the Plan shall apply to such
payment.
Section 3. Credits and
Debits to Director’s Cash Account
(a) Principal
. The Corporation will create and maintain on its books a
Director’s Cash Account for each Director who has made a
Deferral Election to such an account under
Section 2(a). The Corporation will credit to such account
the amount of any Director’s fee which would have been paid
to the Director but for such Deferral Election, as of the date the
fee would have otherwise been payable.
(b) Interest . At
the end of each calendar quarter, regardless of whether any other
credits are then made to the Director’s Cash Account or
whether the Director is then a Director, the Corporation will
also credit to the Director’s Cash Account a sum which is
equal to the product of ( i ) the average daily balance
in the Director’s Cash Account for the quarter (without
regard to any debits made at the end of such quarter), times (
ii ) one-fourth of the annual Base Rate (prime rate)
for corporate borrowers quoted by J. P. Morgan Chase (or
any successor thereto) of New York as of the first business
day of the quarter.
(c) Debits . At
the end of each calendar quarter, the Corporation will make a
payment if required under the payment schedule for such
Director’s Cash Account and will debit the Director’s
Cash Account for the amount thereof. Payment with respect to a
Director’s Cash Account will be in cash only.
(d) Mid-quarter
Payments . If Payment is to be made other than at the end
of a calendar quarter in accordance with a determination pursuant
to Section 2(h) or to Section 2(i), prior to such
payment, the Corporation will credit to the Director’s Cash
Account an
