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                                         NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                    March 2018          SECOND AMENDMENT AGREEMENT TO THE SERVICE AGREEMENT                      AND TO THE LTIP PLAN CONDITIONS    between                                                        Linde Aktiengesellschaft                                               represented by its Supervisory Board   and                                                        [Executive Board Member]                                           hereinafter referred to as "Counterparty"  





 






                                                                         2                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions  WHEREAS,   A.    The Counterparty and Linde Aktiengesellschaft ("Linde AG", "Linde" or the        "Company"), represented by the chairman of the supervisory board, entered into a        service agreement (the "Service Agreement").   B.    By shareholders' resolution dated 4 May 2012, the general meeting of Linde AG resolved        to create a conditional capital to grant subscription rights to members of the executive        board of Linde, to executives of affiliated companies in Germany and abroad as well as        to selected senior level employees of Linde and its affiliated companies, respectively        (jointly the "Participants") under the so-called Long-Term Incentive Plan 2012        ("LTIP"). At the same time, the general meeting authorized the executive board and  as        regards the granting of subscription rights to the members of the executive board  the        supervisory board of the Company to grant subscription rights to the Participants in        annual tranches (each a "Tranche") and subject to certain specified conditions. The        conditional capital was registered with the commercial register of the Company on        22 May 2012.   C.    The terms under which Linde grants subscription rights to the Participants are specified        for each Tranche in plan conditions that are part of the agreements concluded with the        individual Participants in connection with their participation in LTIP. The plan conditions        for the Tranches granted from 2012 through 2017 (jointly the "Plan Conditions") are        substantially identical (other than with respect to dates etc.).   D.    The Plan Conditions provide that the Participants be granted option rights to subscribe for        newly issued stock of Linde AG for a strike price equal to the nominal value of each        share (being the legally permissible minimum strike price) (the "Option"). The Options        of a Tranche are in principle granted as of 1 June of that calendar year during which the        respective Tranche is issued (the "Grant Date"). They may be exercised for the first time        four years after the Granting Date of the respective Tranche (the "Waiting Period") and        have to be exercised within twelve months after the Waiting Period for the respective        Tranche has expired. For the Options to be exercisable, one of two performance targets        has to be achieved (performance target "earnings per share" and performance target        "relative total shareholder return"), and the Options must not have been forfeited.   E.    In addition, the Participants who belong to the bands 5 and above of the Linde        remuneration system  including the members of the executive board of Linde AG  are        obliged to acquire Linde stock with their own funds and to continue to hold such shares        until the end of the applicable Waiting Period without disposing over such shares; if such        disposal occurs, the relevant Options of such Participant are forfeited. For any such share  





 






                                                                         3                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions        thus acquired, Linde AG grants to the relevant Participant at the end of the applicable        Waiting Period one Linde share for free.   F.    The service agreements of the members of the executive board of Linde AG also provide        that each executive board member is required to re-invest 40% of his annual bonus after        deduction of taxes in Linde stock and to keep the shares thus acquired for a waiting        period of four years (the "Deferral Component" within the meaning of the service        agreements and the shares thus acquired and held the "Deferral Shares" and the        respective provisions of the service agreements the "Deferral Share Provisions").   G.    On 1 June 2017, Linde and Praxair, Inc. ("Praxair"), among others, entered into a        business combination agreement (the "BCA") regarding the business combination of both        companies (the "Transaction"). As part of the Transaction, the newly founded Linde plc        has issued an exchange offer pursuant to sections 29 et seqq. of the German Takeover        Act (WpÜG) to all shareholders of Linde (the "Exchange Offer") under which it has        offered to exchange 1.54 shares in Linde plc for each Linde share (the "Exchange        Ratio"). Such Exchange Offer has been accepted for 92.05% of the outstanding Linde        shares. Consequently, Linde plc will be the (indirect) majority shareholder of Linde upon        the completion of the Transaction (the "Closing"). Further, certain integration measures        such as a domination and/or profit and loss transfer agreement (the "DPLTA") or a        merger-related squeeze-out (the "Squeeze-out"; Squeeze-out and DPLTA each a "Post-       Closing Reorganization Measure") are generally possible. Also on 1 June 2017, the        Counterparty and Linde entered into an amendment agreement to the Service Agreement        to which the parties hereto expressly refer.   H.    Upon the issuance of the Tranche for 2017, the LTIP has expired. Against the        background of the contemplated Closing of the Transaction in the second half of 2018        and potential Post-Closing Reorganization Measures, Linde will not renew the LTIP for        2018. Further, the parties agree that the variable elements of the remuneration of the        executive board members with respect to 2018 shall not depend on achieving the multi-       year performance targets "earnings per share" and/or "relative total shareholder return"        and that, therefore, as an exception and for the interim period until the Closing of the        Transaction, the variable remuneration of the executive board members for the entire year        of 2018 shall, for all practical purposes, depend on the performance targets with regard to        the annual variable remuneration component. The parties further agree that any self-       financed investment and the Deferral Component shall relate to Linde shares which were        tendered into the Exchange Offer (currently 92.05% of the Linde shares).   





 






                                                                         4                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions  NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                      § 1     Remuneration pursuant to clause 3 para. 4 of the Service Agreement for 2018   (a)   For the year 2018, 80 per cent of the annual remuneration amount specified in section 3        para. 4 of the Service Agreement of the Counterparty shall, as an exception, be granted        by way of variable cash remuneration.   (b)   For 2018, the cash remuneration under section 1(a) above shall consist of a ROCE-based        component plus a component based on operating margin, both multiplied by an        individual performance multiplier.         (i)  If in the fiscal year 2018 the return on capital employed (ROCE) of the Linde             Group reaches or exceeds the performance hurdle determined by the supervisory             board for the purpose of section 3 para. 2 lit. a) of the Service Agreement, the             Counterparty shall receive a gross amount of EUR  (in w ) for each 0.1             percentage point of ROCE achieved (ROCE-based Component).         (ii) Upon reaching the performance hurdles determined by the supervisory board for             the purpose of section 3 para. 2 lit. b) of the Service Agreement which may relate             in particular to the operating margin of the Linde Group or of the segment for             which the Counterparty is responsible, the Counterparty shall receive a gross             amount of EUR                   each 0.1 percentage point of operating             margin achieved by the Linde Group or, if so determined by the supervisory             board, by the segment for which the Counterparty is responsible (Operating             Margin-based Component). The supervisory board may determine that, depending             on the degree to which performance hurdles are reached, only a part of the             operating margin achieved is included in the calculation of the remuneration.        (iii) Section 3 para. 2 lit. f) of the Service Agreement shall apply mutatis mutandis.    (c)   The cash remuneration under section 1(a) above shall not exceed 120% of the annual       remuneration amount specified in section 3 para. 4 of the Service Agreement of the       Counterparty.   (d)  For the purposes of the Service Agreement, the remuneration described in this section 1       shall not be construed as a component of the annual variable remuneration provided in       section 3 para. 2 of the Service Agreement.  





 






                                                                         5                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions                                     § 2             Matching Share Rights / Self-financed Investment for 2018   (a)   Payment of the remuneration under section 1 of this Agreement shall be subject to a self-       financed investment by the Counterparty in Linde shares which were tendered into the        Exchange Offer (the "Self-financed Investment Shares") and to the Counterparty not        disposing of or otherwise transferring (excluding the transfer of Linde shares to Linde plc        as part of the settlement of the Exchange Offer) those Linde shares or  if the Exchange        Offer has been settled  the shares in Linde plc received in exchange for Linde shares        until 1 June 2022 (the "Waiting Period"). The Counterparty shall be notified by way of        an individual award letter about the definite number of required Self-financed Investment        Shares.   (b)   Linde is entitled to open a securities account into which the shares acquired pursuant to        section 2(a) of this Agreement shall be transferred. The self-financed investment pursuant        to section 2(a) of this Agreement shall be made within two months following the issue        date, i.e. 1 August 2018. The Self-financed Investment Shares shall be transferred to the        securities account free of any third party rights. Linde plc shall not be considered as a        third party with respect to the preceding sentence.   (c)   The Counterparty shall not enter into any hedging arrangements or back-to-back        transactions by which the price risk pertaining to the Self-financed Investment Shares is        fully or partially economically hedged. The Counterparty shall further not grant any sub-       participations in the Self-financed Investment Shares nor agree on any trust relationship        relating to Self-financed Investment Shares if the Counterparty acts as trustee.   (d)   In acquiring Self-financed Investment Shares, the Counterparty shall ensure that he does        not violate mandatory insider trading restrictions. If the Counterparty for this reason is        not allowed to make the self-financed investment within the time period specified in        section 2(b) of this Agreement, such time period shall be extended by that period during        which mandatory law interdicts such acquisition. In this case, the end of the time period        specified in section 2(b) of this Agreement shall be announced by Linde. If the        Counterparty for this reason is not allowed to make the self-financed investment prior to        the Closing of the Transaction, Linde shall be entitled to waive the self-financed        investment as precondition for receiving the remuneration under section 1 of this        Agreement and may agree on an individual basis on the remuneration of Matching Shares        within the meaning of section 2(e) below.   (e)   For each Self-financed Investment Share which is acquired in accordance with        section 2(a) of this Agreement and which is held at the end of the Waiting Period, the        Counterparty will be granted one Linde share or  in the event of the Closing of the        Transaction  1.54 Linde plc shares (together the "Matching Shares"), provided that:  





 






                                                                         6                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions       (i)   the Self-financed Investment Shares have been transferred into the securities             account pursuant to the provisions set forth in section 2(b) of this Agreement;        (ii)  the Counterparty has, during the Waiting Period, not violated the provisions under             section 2(c) of this Agreement;         (iii) the Self-financed Investment Shares have been in the securities account by the             Counterparty permanently until the end of the Waiting Period; and        (iv)  at the end of the Waiting Period the Counterparty has an employment or service             contract with Linde AG, Linde plc or any of their respective affiliated companies             within the meaning of sections 15 et seqq. of the German Stock Corporation Act             (AktG) which has not been terminated.   (f)   The Company shall at any time be entitled to replace the Counterparty's Matching Shares        rights with an economically comparable remuneration system on the level of Linde plc.        The Linde plc plan described in section 18.6 of the Exchange Offer shall in any event be        considered as such an economically comparable remuneration system within the meaning        of the preceding sentence. Further, the Company shall be entitled to compensate for the        Matching Share rights at any time during the Waiting Period in accordance with section 3        of the Amendment Agreement dated 1 June 2017.   (g)   Subject to a replacement or compensation in accordance with section 2(f) above, the        Counterparty shall, upon the expiry of the Waiting Period, receive a cash payment for        each Matching Share, the amount of which shall be calculated based on the average of        the closing prices of the shares in Linde AG or  in the event of the Closing of the        Transaction  of Linde plc in the XETRA trading (or a comparable successor system) on        the Frankfurt Stock Exchange within the last 60 trading days of the Waiting Period.                                      § 3         Deferral Component of the Annual Variable Remuneration for 2017   (a)   In deviation from section 3 para. 2 lit. e) of the Service Agreement of the Counterparty,        the Counterparty agrees to re-invest the net amount of the Deferral Component for 2017        in Linde shares which were tendered into the Exchange Offer.   (b)  The rights and obligations set forth in the Deferral Share Provisions of the Service       Agreement shall, with respect to the Deferral Shares acquired in accordance with       section 3(a) of this Agreement, as of the time of the Closing of the Transaction, apply to       the Linde plc shares that the Counterparty receives in exchange for his tendered Deferral       Shares.   





 






                                                                         7                                           NON-BINDING CONVENIENCE TRANSLATION ONLY                                     Second Amendment to Service Agreement and LTIP Plan Conditions                                     § 4                    Cash Settlement of the 2014 LTIP Tranche   (a)   In 2018, any Options and Matching Share rights which the Counterparty has received in        connection with the 2014 LTIP Tranche shall be settled by Linde in cash in accordance        with section 2 para. 11 and section 4 para. 3 of the LTIP Plan Conditions.   (b)   In deviation form section 3 para. 2 of the LTIP Plan Conditions, the supervisory board        shall be entitled to determine the date for exercising the Options of the Counterparty.                                      § 5                                 Miscellaneous   (a)   Unless explicitly agreed otherwise in this Agreement, the terms of the Service Agreement        as well as the LTIP Plan Conditions shall continue to apply unchanged as between the        Counterparty and the Company.   (b)  Clause 15 of the Service Agreement shall apply mutatis mutandis to this Agreement.    ................................................................    ................................................................ (Place, date)                              (Place, date)    ................................................................ ................................................................ (Chairman of the Supervisory Board)        (Executive Board Member)