a1013d






                                            NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                                                                                         1 JUNE 2017                              AMENDMENT AGREEMENT RELATING TO THE SERVICE AGREEMENT                        AND TO THE LTIP PLAN CONDITIONS      between                                                            Linde Aktiengesellschaft                                                                              [●]                                                                       - "Linde" -    and                                                                            [●] [●]                                      - "Counterparty" or "Executive Board Member" –   





 






                                                                              2                                               NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                   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 dated [■■■] (the "Service Agreement"). By resolution of the supervisory board        dated [■■■], the Counterparty was appointed as member of the executive board[, chairman        of the executive board and human recources director (Arbeitsdirektor)] of the Company        for the period from [■■■].          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  (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  2016  (jointly  the  "Plan  Conditions")  are        substantially (other than with respect to dates etc.) identical. The plan conditions for the        subscription rights to be granted in 2017 (the "Plan Conditions 2017") will presumably        also be substantially identical to the Plan Conditions.          D.    The Plan Conditions provide, and the Plan Conditions 2017 will presumably 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 "Options"). The Options of a Tranche are in principle granted        as of 1 June of the calendar year during which the respective Tranche is issued (the "Grant        Date"). They can be exercised after expiry of a period of four years after the Grant Date        for 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.          





 






                                                                              3                                               NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                   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  (such  self-financed shares  the  "Investment  Shares")        without  disposing  over  such  Investment  Shares;  if  such  disposal  occurs,  the  relevant        Options of such Participant are forfeited. For each Investment Share Linde AG grants to        the relevant Participant at the end of the applicable Waiting Period one Linde share for free        (the  "Matching  Shares"  and  the  right  to  receive  Matching  Shares  under  the  Plan        Conditions the "MSA" or "Matching Share Rights").    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 relevant provisions of the        service agreements the "Deferral Share Provisions").          G.    Linde  AG  is  currently  planning  a  merger  with  Praxair,  Inc.  ("Praxair"),  a  U.S.  listed        company  (the  "Transaction").  In  the course  of  the  Transaction,  a  newly  established        corporation to be incorporated presumably under Irish law ("New Holdco") is to make a        public takeover offer within the meaning of §§ 29 et. seq. of the German Takeover Act        (WpÜG) for all outstanding Linde shares in exchange for 1.54 New Holdo shares for each        Linde share (the "Exchange Ratio") to the shareholders of Linde (the "Exchange Offer").        The Exchange Offer shall provide for  (inter alia) a minimum acceptance level of 75% of        all shares of Linde AG. Accordingly, New Holdco would hold the majority of shares of        Linde AG if the Exchange Offer closes successfully. As regards Praxair, it is currently        envisaged to merge Praxair into a wholly-owned subsidiary of New Holdco.          H.    Depending on the actual acceptance level reached with the Exchange Offer, it is possible        that following the closing of the Exchange Offer, additional reorganization measures will        be implemented as between New Holdco and Linde to further integrate the Linde group        with the entire newly established group. Such post-closing reorganization measures may        consist of the conclusion of a domination – and profit transfer agreement between New        Holdco as dominating entity and Linde AG as dominated entity, a squeeze out of minority        shareholders of Linde AG, or a legal integration (Eingliederung) of Linde AG into Now        Holdco or one of its subsidiaries (any such measure the "Post-Closing Reorganization").          I.    The parties to the Transaction assume that it will be an important signal to the markets        supporting the case for a successful closing of the Exchange Offer if the executives of        Linde,  but  in  any  event  the  members  of  the  Company's  executive  board,  tender  their  





 






                                                                              4                                               NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                         respectively held Linde shares in the Exchange Offer in accordance with the terms of this        agreement. In addition, it would be conducive for the expeditious and seamless integration        of the Linde group and the Praxair group if the stock-based remuneration components of        the members of the executive board of Linde were linked to the economic success of the        entire newly established group going forward.    NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:                                         § 1                 Investment Shares, Deferral Shares and other Linde shares   (a)   As of today, the Executive Board Member holds         ___________ Investment Shares;         ___________ Deferral Shares; and         ___________ other Linde shares.         The Executive Board Members shall accept the Exchange Offer (i) for the aforementioned        Investment Shares, Deferral Shares and other Linde shares within five (5) days after the        beginning of the acceptance period and (ii) for all other Linde shares that the Executive        Board Member receives prior to the last day of the acceptance period, without undue delay        and in any event on the last day of the acceptance period the latest, and shall to such effect        instruct his depository bank accordingly (jointly the "Tender"). The foregoing shall not        apply if and to the extent the Executive Board Member is prohibited from tendering his        shares under Article  19 of Regulation (EU) Nr. 596/2014 (market abuse regulation).   (b)   In deviation from § 2 para. (8) in connection with § 2 para. (2) and paras. (4) through (7)        of the Plan Conditions for the individual Tranches as well as the corresponding provisions        of the Plan Conditions 2017, the Options of the Executive Board Member shall neither be        forfeited in consequence of the Tender nor of the closing of the Exchange Offer.   (c)   As of the time of closing of the Exchange Offer, the term "Investment Share" used in the        Plan Conditions as well as the rights and obligations set forth in the Plan Conditions in        relation thereto shall refer and relate to the New Holdco shares that the Executive Board        Member  receives  upon  closing  of  the  Exchange  Offer  in  exchange for  its  tendered        Investment Shares.   (d)   The  rights  and  obligations  set  forth  in  the  Deferral  Share  Provisions  of  the  Service        Agreement shall as of the time of closing of the Exchange Offer apply to the New Holdco        shares that the Executive Board Member receives in exchange for his tendered Deferral  





 






                                                                              5                                               NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                         Shares, provided that the Executive Board Member shall as of closing of the Exchange        Offer acquire New Holdco shares (rather than Linde shares) to fulfill his obligations under        the Deferral Share Provisions. The provisions of the Service Agreement shall apply mutatis        mutandis to such New Holdco shares and shall otherwise remain in full force and effect.                                       § 2                                   Termination Rights   (a)   If New Holdco acquires control (within the meaning of §§ 29 para. 2, 30 German Takeover        Act (WpÜG)) over the Company, the Company shall be entitled to exercise its termination        right pursuant to §§ 5 para. (4), (5) of the Plan Conditions, which applies in the event of a        change  of  control  of  the  Company,  within  eighteen  months  after  the  closing  of  the        Exchange Offer, provided that at the time of termination the Post-Closing Reorganization        has become effective.   (b)   If New Holdco acquires control (within the meaning of §§ 29 para. 2, 30 German Takeover        Act (WpÜG)) of the Company in the course of the Exchange Offer, the Executive Board        Member shall not exercise any right to terminate a Tranche or LTIP in case of a change of        control of Linde as such Executive Board Member and Linde may have individually agreed        on.                                                § 3                          Cash settlement and cash compensation   (a)   If the Company terminates LTIP pursuant to §§ 5 paras. (4), (5) of the Plan Conditions in        connection with § 2 (a) of this agreement, the Executive Board Member shall be entitled to        a cash compensation for the outstanding Options and Matching Share Rights, which cash        compensation shall be determined by Linde, acting in good faith (nach billigem Ermessen),        with respect to the time of closing of the Exchange Offer (in particular considering the        elapsed  portion  of  the  applicable  Waiting  Periods  as  at  such  time) and  otherwise  in        accordance with §§ 5 paras. (4), (5) of the Plan Conditions.   (b)   If the Executive Board Member exercises Options before the expiry of a period of eighteen        months after the closing of the Exchange Offer, the Company shall settle such Option in        cash in accordance with § 4 para. (3) lit. b) of the Plan Conditions.    (c)   Matching  Share  Rights  that  are  to  be  settled  after  the  last  point  in  time  by  which  the        Exchange Offer can be accepted, but before the expiry of a period of eighteen months after        the closing of the Exchange Offer, will be settled in cash in accordance with § 2 para. (11)        of the Plan Conditions.  





 






                                                                              6                                               NON-BINDING CONVENIENCE TRANSLATION ONLY                                                                                   (d)   If the Company has not terminated LTIP in accordance with § 2 para. (a) of this agreement        vis-a-vis the Executive Board Member within a period of eighteen months after the closing        of the Exchange Offer, the foregoing paragraphs of this § 3 shall not apply.                                                § 4                                      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        Executive Board Member and the Company.   (b)   § 15 of the Service Agreement shall apply mutatis mutandis to this agreement.             ................................................................  ................................................................   (Place, Date)                                (Place, Date)                                                     ................................................................ ................................................................   (Chairman of the supervisory board)          (Executive Board Member)