Form of Restricted Stock Unit Award



 Exhibit 10.24 
 RESTRICTED STOCK UNIT AWARD 
 UNDER THE 
 2009 PRAXAIR, INC. 
 LONG TERM INCENTIVE PLAN 
 Effective as of
[                    ] (the “Grant Date”),
[                    ] (the “Participant”) is hereby granted the following Restricted Stock Unit (“RSU”) Award under the 2009
Praxair, Inc. Long Term Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, which are incorporated herein by reference, and those set forth below. The Plan shall control in the event of any conflict between the
terms and conditions of the Plan and those set forth in this Award. 
 This Award has been conveyed and will be managed online, and the
Participant’s online acceptance and acknowledgement of this Award constitutes his or her acceptance of all of the terms and conditions of the Plan and this Award. A copy of the Plan has been made available to the Participant, and the
Participant hereby acknowledges that he or she has read and understands the Plan and this Award. 
 Capitalized terms used herein and not
defined shall have the meanings set forth in the Plan, as the same may be amended from time to time. For purposes of this Award, Praxair, Inc. (the “Company”) and its Subsidiaries are collectively referred to herein as “Praxair”.

  

	1.	Award of Restricted Stock Units. The Participant is hereby granted an award of
[                    ] notional RSUs (the “Award”). Each RSU represents a bookkeeping entry which is intended to be equal in value to a
single Share. 

  

	2.	Vesting of Award; Treatment upon Termination of Service or Change in Control. 

  

	 	a.	Vesting Generally. Except as otherwise provided in either the Plan or Section 2.b., this Award shall vest on the
[                    ] anniversary of the Grant Date, if, and only if, the Participant has remained continuously employed by Praxair at all times
from the Grant Date through the [                    ] anniversary of the Grant Date. 

  

	 	b.	Death, Disability, or Termination by Action of Praxair Other than for Cause. Notwithstanding Section 2.a., this Award shall become immediately vested in the event
of any of the following: 

  

	 	(i)	the Participant’s employment by Praxair terminates after the Grant Date, but prior to the
[                    ] anniversary of the Grant Date by reason of the Participant’s death; 

  

	 	(ii)	the Participant becomes Totally and Permanently Disabled (as defined below) after the Grant Date but prior to the
[                    ] anniversary of the Grant Date and while the Participant is employed by Praxair; or 

  

	 	(iii)	the Participant’s employment by Praxair terminates prior to the
[                    ] anniversary of the Grant Date, by reason of the Participant’s termination of employment by action of Praxair other than
for cause. 

 For purposes of this Award: (x) a Participant shall be “Totally and Permanently
Disabled” if the Participant is determined by Praxair to be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months; and (y) the Participant’s termination by action of Praxair for cause, shall include, but not be limited to, the Participant’s termination by action of Praxair for violation
of Praxair’s Standards of Business Integrity or poor performance. 
  

	 	c.	Change in Control. Notwithstanding Section 2.a., the provisions of Article 16 of the Plan shall apply in the event of a Change in Control occurring prior to the
[                    ] anniversary of the Grant Date. 

  

	 	d.	Forfeiture of Award. Except as otherwise provided under Article 16 of the Plan in connection with a Change in Control, in the event the Participant’s employment
with Praxair terminates for any reason other than those specifically set forth in Sections 2.b.(i), (ii) or (iii) prior to the
[                    ] anniversary of the Grant Date, this Award shall be immediately forfeited. In the event this Award is forfeited for any reason,
no payment shall be made in settlement of the Award. 

  

	3.	 Payment of Vested Award. This Award shall be settled as soon as practicable following the date the Award becomes vested by payment to the Participant
of a number of Shares equal to the number of RSUs granted under this Award or, in connection with a Change in Control, such other form of payment having an equivalent value as may be authorized by the Committee in its sole discretion. In no event
shall any











	 	 
payment in settlement of this Award be made later than March 15 of the year following the year in which the Award becomes vested. 


  

	4.	Other Terms and Conditions. It is understood and agreed that the Award of RSUs evidenced hereby is subject to the following terms and conditions:


  

	 	a.	Rights of Participant. Except as provided in Section 4.d., the Participant shall have no right to transfer, pledge, hypothecate or otherwise encumber the Award.
Prior to the payment of Shares in satisfaction of this Award, the Participant shall have none of the rights of a stockholder of the Company with respect to the Award, including, but not limited to, voting rights and the right to receive or accrue
dividends or dividend equivalents. 

  

	 	b.	No Right to Continued Employment. This Award shall not confer upon the Participant any right with respect to continuance of employment by Praxair nor shall this Award
interfere with the right of Praxair to terminate the Participant’s employment. 

  

	 	c.	No Right to Future Awards. The selection of recipients of RSUs and other Awards under the Plan is determined annually on the basis of several factors, including job
responsibilities and anticipated future job performance. The Participant’s selection to receive this Award shall in no way entitle him/her to receive, or otherwise obligate Praxair to provide the Participant, any future RSUs or other awards
under the Plan or otherwise. 

  

	 	d.	Transferability. This Award is not transferable other than: 

  

	 	(i)	in the event of the Participant’s death, in which case this Award shall be transferred pursuant to the beneficiary designation then on file with the Company, or,
in the absence of such a beneficiary designation, to the Participant’s executor, administrator, or legal representative, or 

  

	 	(ii)	pursuant to a domestic relations order. 

 Any transfer of this Award, in whole or in part, is subject to acceptance by the Company in its sole discretion and shall be affected according to such procedures as the Company’s Vice President, Human Resources may establish. The
provisions of this Award, relating to the Participant, shall apply to this Award notwithstanding any transfer to a third party. 
  

	 	e.	Cancellation of Award. Notwithstanding any other provision of this Award, the Committee may, in its sole discretion, cancel, rescind, suspend, withhold, or otherwise
limit or restrict this Award, and/or recover any gains realized by the Participant in connection with this Award, in the event any actions by the Participant are determined by the Committee to (i) constitute a conflict of interest with Praxair,
(ii) be prejudicial to Praxair’s interests, or (iii) violate any non-compete agreement or obligation of the Participant to Praxair, any confidentiality agreement or obligation of the Participant to Praxair, Praxair’s applicable
policies, or the Participant’s terms and conditions of employment. 

  

	5.	Tax Withholding. Where required by law, no later than the date of payment of the Award, the Participant shall pay to Praxair an amount sufficient to allow Praxair to
satisfy its tax withholding obligations applicable to the Award. To this end, the Participant shall either: 

  

	 	a.	pay Praxair the amount of tax to be withheld (including through payroll withholding); or 

  

	 	b.	request that Praxair cause to be withheld a number of Shares otherwise due the Participant hereunder having a Market Price sufficient to discharge all applicable
withholding taxes (but no greater than such amount). 

  

	6.	References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant’s legal representative or estate
without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Award. 

  

	7.	Governing Law. This Award shall be governed by and construed in accordance with the laws of Connecticut, without giving effect to principles of conflict of laws.


 IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its proper officer hereunto duly authorized, as of
the day and year first hereinabove written. 
  

			
	Praxair, Inc.	 	
	By: