Exhibit
10.01d
Form of Transferable 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
, [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
Page 1
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;
(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 case of the
Participant’s death, pursuant to the beneficiary designation
then on file with the Corporation, or, in the absence of such a
beneficiary designation, by will or the laws of descent and
distribution (in such event, this option may be exercised by the
executor or administrator of the Participant’s estate or by
the Participant’s distributee(s) within the time limitations
provided in paragraphs 1, 2 and 3 hereof); or
(b) if the Participant has met the
Corporation’s stock ownership guidelines applicable to
him/her at the time of such proposed transfer, by the Participant
in whole or in parts to;
(i) the Participant’s spouse,
children (including by adoption), stepchildren or grandchildren
(“immediate family members”),
(ii) a partnership in which such
immediate fam
