a1015a






Convenience Translation     I. Claim Requirements         1.    An Executive Board member shall have a claim for payments pursuant to              section II if the company is taken over by means of               1.1  a Company shareholder giving notice pursuant to § 21 of the German                    Securities Trading Act (WpHG) that he, including any votes which are                    attributable to him under § 22 of the German Securities Trading Act,                    owns more than 50 % of the voting rights in the Company; or               1.2  a shareholder acquiring a share of the voting rights in the Company                   which, along with the voting rights attributable to him under § 22 of                   the German Securities Trading Act, gives him a majority of votes                   equalling more than 50 % of the entitled votes represented by the                   share capital of the Company attending an annual shareholder                   meeting or would have represented a majority of votes in the last                   annual shareholder meeting; or               1.3  a control agreement pursuant to § 291 of the German Stock                    Corporation Act (AktG) being concluded with the Company as the                    subsidiary ; or               1.4  the Company becoming integrated into another company pursuant to                    §§ 319 et seq. of the German Stock Corporation Act; or               1.5  the Company being merged pursuant to § 2 of the German                    Reorganization Act (UmwG) with another legal entity unless the value                    of the other legal entity as shown by the agreed exchange ratio is less                    than 50 % of the Compan         and              the Employment Agreement of the Executive Board member is prematurely             terminated due to the fact that within nine months following a takeover under  





 






Page 2 Protection in the Event of a Takeover              circumstances set out in nos. 1.1 through 1.5 the Employment Agreement is             mutually agreed to be terminated or the term of the Employment Agreement             expires and is not renewed or the Executive Board member terminates the             Employment Agreement pursuant to no. 2.          2.    An Executive Board member is entitled to give notice of termination of his              Employment Agreement in writing up within nine months following a              takeover pursuant to no. 1.  Such notice shall have a period of six months              expiring at the end of the month.  This right to give notice of termination does              not apply if the office of the Executive Board member is not materially              affected by the takeover.  The Executive Board member shall carry the burden              of proof for factual circumstances which render his office as materially              affected by the takeover.               Termination of the Employment Agreement is only valid if the terminated              Executive Board member also resigns from his Executive Board office              effective as of termination of the Employment Agreement.    II. Payments         If the Employment Agreement of an Executive Board member is terminated under        section I, the following applies:          1.   The Executive Board member is entitled to the settlement payment pursuant              to § 14 (1) of the Employment Agreement.          2.    In addition, the Executive Board member shall be entitled to an additional              settlement payment, which shall amount to one annual compensation as              calculated in accordance with the calculation method set out in § 14 (2) (b) of              the Employment Agreement.  Such additional settlement payment shall not              be granted if at the time of the termination of the Employment Agreement the              Executive Board member did not hold office for at least three years or if, upon              termination of his Employment Agreement, he was not 52 years old or was 63              years or more than 63 years old. Any compensation payment owed in              accordance with § 11 (2) of the Employment Agreement shall be offset              against such additional settlement payment.  





 






Page 3 Protection in the Event of a Takeover         3.    If the Executive Board member receives any compensation directly or              indirectly in connection with the takeover from the majority shareholder, the              controlling company, or the other legal entity, the full amount of such              compensation shall be offset against payments under this section II.   III.  Share Option Program         As to the participation in a Long Term Incentive Plan adopted by the Company, in the        event of a takeover of the Company the rights of the Executive Board members will        be based on the respective plan conditions.    ......................,  .....................  .....................,   . .....................  (City)     (Date)                                   (City)       (Date)                   Supervisory Board Chairman               Contractual Partner  of Linde Aktiengesellschaft