Exhibit 10.04a


    
      FORM
        OF OPTION AWARD UNDER THE  2005 EQUITY
        COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF PRAXAIR,
        INC.

       

    

    
      
        	
                Praxair,
                  Inc. and Subsidiaries

              
	
                Exhibit
                  10.04a  

              


      

    

    
 

    FORM
      OF

    OPTION
      AWARD

    


    UNDER
      THE

    


    2005
      EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF PRAXAIR,
      INC.

    


    


    Option
      Award,
      made as of the ___ day of __________, 20__ (the “Grant Date”) by PRAXAIR,
      INC.,
      a Delaware corporation, having an office at 39 Old Ridgebury Road, Danbury,
      Connecticut 06810-5113 (the “Corporation”).

    


    W
      I T N E S S E T H:

    


    The
      Corporation hereby grants to you, ___[name of
      grantee]___________________ 
      ,
      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 Option Award and subject to the provisions of
      paragraph 3 herein, one-third of this option may be exercised only on or after
      ___________, an additional one-third on or after __________, and the remaining
      one-third on or after ______________. [alternate in the Committee’s discretion:
      this option may be exercised only on or after ____________ [must be at least
      three years from the Grant Date]]. This option may be exercised only in a whole
      number of shares. In the event that this 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
      exercisable on the occurrence of either your death or a Change in
      Control.

    


    2.
      Expiration.
      This option shall expire on the tenth anniversary of the Grant
      Date.

    


          3.
      Exercisability.

    


    (a)
      This option shall be exercisable only by you while you are in active service
      as
      a Non-Employee Director of the Corporation (or by your transferee if this option
      has been duly transferred pursuant to paragraphs 4 and 5 herein) except that
      this option shall continue to be exercisable:

    


    (i)
      at any time prior to its expiration date in the case of your Disability or
      Retirement; provided,
      however, that
      this option shall not become immediately exercisable upon your Disability or
      Retirement but shall become exercisable in accordance with paragraph 1; and
      provided
      further,
      that in the event of your Retirement prior to the first anniversary of the
      Grant
      Date, this option shall not be exercisable at all but shall be immediately
      forfeited.

    


    (ii)
      during a three-year period commencing on the effective date of your resignation
      or termination of service as a Non-Employee Director of the Corporation, other
      than for cause;
      provided, however, that
      this option shall not become immediately exercisable upon your resignation
      or
      termination but shall become exercisable in accordance with paragraph 1 above;
      and provided
      further,
      that in the event of your resignation or termination of service effective prior
      to the first anniversary of the Grant Date, this option shall not be exercisable
      at all but shall be immediately forfeited.

    


    (iii)
      during a three-year period commencing on the date of your death; 

    (iv)
      during a three-year period commencing on the effective date of your resignation
      or termination of service as a Non-Employee Director 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.

     

     

    
      
        
        

      

      
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    4.
      Transferability. This
      option is not transferable other than;

    


    (a)
      in the case of your death, pursuant to the beneficiary designation then on
      file
      with the Corporation, or, in the absence of such a beneficiary designation
      (or
      if the designated beneficiary has pre-deceased you), by will or the laws of
      descent and distribution (in which event, this option may be exercised by the
      executor or administrator of your estate or by your distributee(s) within the
      time limitations provided in paragraphs 1, 2 and 3 hereof and the Corporation,
      without liability to any other person, may rely on the directions of the
      executor or administrator of your estate with respect to the disposition or
      exercise of this option), or

    


    (b)
      [inclusion of this subparagraph (b) is subject to Committee discretion] by
      you,
      without consideration and without further right of transfer other than pursuant
      to subparagraph (c) below, to;

    


    (i)
      your spouse, children (including by adoption), stepchildren or grandchildren
      (“immediate family members”), or

    


    (ii)
      a partnership in which such immediate family members are the only partners,
      or

    


    (iii)
      a trust for the exclusive benefit of such immediate family members,
      or

    


    (iv)
      such other persons or entities as the Committee may approve upon your request;
      or

    


    (c)
      in the case of a transferee’s, beneficiary’s or distributee’s death, to his/her
      estate, in which case this option may be exercised only by the executor or
      administrator of such estate and shall not be subject to further
      transfer.

    


    5.
      Operation
      of Option after Transfer.
      The
      provisions of this Option Award, including, without limitation, paragraphs
      3 and
      6(c) herein relating to you as the original grantee, shall apply to this option
      notwithstanding any transfer to a third party. Following
      transfer, this option shall continue to be subject to the same terms and
      conditions as were applicable immediately prior to transfer. The events of
      death, Disability, Retirement, resignation and termination of service as a
      Non-Employee Director as they may affect this option shall be in reference
      to
      you as the original grantee notwithstanding an earlier transfer of the option
      to
      another party. Following such events, this option shall be exercisable by the
      transferee only to the extent and for the periods specified in paragraphs 1,
      2
      and 3 herein.

    


    6.
      Exercise
      of Option.

    


    (a)
      Notice
      of Exercise.
      You (or, if transferred, your transferee) may exercise this option with respect
      to a part or all of the shares covered by the option and then exercisable by
      giving notice to the Corporation (or its designee) of the exercise of the option
      according to such procedures as may be communicated to you from time to
      time.

    


    (b)
      Exercise
      Price Payment.
      The option price for the shares for which this option is exercised shall be
      paid
      by the exerciser within three (3) business days after the date of exercise,
      (i)
      in cash, (ii) in whole shares of common stock of the Corporation owned and
      held
      by the exerciser for at least six months prior to exercising the option, (iii)
      by having the Corporation withhold shares that would otherwise be delivered
      to
      the exerciser pursuant to the exercise of the option, or (iv) in a combination
      of cash and delivery of whole shares, or cash and the withholding of shares.
      The
      value of any share of common stock delivered or withheld in payment of the
      option price shall be its Market Price on the date the option is exercised.
      Notwithstanding the foregoing, the Corporation may refuse to allow payment
      by
      any method other than cash if the Corporation determines that allowing such
      payment would result in the imposition of variable accounting on the Corporation
      or violate any applicable law.

     

     

    
      
        
        

      

      
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    (c)
      Taxes.
      To enable the Corporation to meet any applicable federal, state, local or
      foreign withholding tax requirements arising as a result of the exercise of
      the
      option, you or your estate shall pay the Corporation the amount of tax to be
      withheld, if any, (i) in cash, (ii) in whole shares of common stock of the
      Corporation owned and held by you for at least six months prior to exercising
      the option, (iii) for exercises by you only, by having the Corporation withhold
      shares that would otherwise be delivered to you pursuant to the exercise of
      the
      option (but only to cover the minimum legally required tax withholding), or
      (iv)
      in a combination of cash and delivery of whole shares. Your (or your estate’s)
      election as to the means of tax payment must be made prior to the date used
      to
      determine the amount of tax to be withheld and, once made, shall be irrevocable.
      The value of any share of common stock so delivered or withheld shall be the
      Market Price on the date used to determine the amount of tax to be withheld.
      The
      Corporation reserves the right to disapprove an election to utilize any of
      the
      alternatives under subparagraphs (ii), (iii) and (iv) and to delay the
      completion of any exercise of this option until the applicable withholding
      taxes
      have been paid.

    


    (d)
      Delivery
      of Shares.
      Upon the proper exercise of this option as provided in this Option Award and
      the
      Plan and payment of the exercise price and taxes as provided herein, the
      Corporation shall issue and deliver to the exerciser the number of shares of
      its
      common stock with respect to which the option was exercised. However, if this
      option is exercised after your death, then the Corporation shall have the right,
      in lieu of issuing and delivering shares of stock, of returning the option
      payment to the exerciser and paying to such person the amount by which the
      Market Price on the date of exercise exceeds the option price with respect
      to
      the number of shares for which the option was exercised. 

    


    7.
      Terms
      and Conditions.
      This
      option is awarded pursuant to the Plan and is subject to all of the terms and
      conditions of the Plan which terms and conditions shall control in the event
      of
      any conflict with this Option Award.

    


    8.
      Adjustments.
      The
      Committee has discretion to make appropriate adjustments to this stock option
      in
      order to provide for effects of changes in the capital  structure of
      the
      Corporation by reason of any stock split, stock dividend, recapitalization,
      merger, consolidation, combination or exchange of shares or other similar
      corporate change or in the event of any special distribution to
      stockholders.

    


    9.
      Applicable
      Law.
      This
      Option Award shall be interpreted and construed in accordance with the laws
      of
      the State of Connecticut and applicable federal law.

    


    10.
      Definitions.

    


    (a)
      “Change in Control” means a “Change in Control of the Company” as defined in the
      Plan.

    


    (b)
      “Committee” means the Governance and Nominating Committee of the Board of
      Directors of the Corporation or any other Committee which such Board appoints
      to
      administer the Plan.

    


    (c)
      “Corporation” means Praxair, Inc. 

    


    (d)
      “Disability” means your inability to engage in any substantial gainful activity
      because of any medically determinable physical or mental impairment which can
      be
      expected to result in death or which has lasted, or can be expected to last,
      for
      a continuous period of twelve (12) months or longer.

    


    (e)
      “Market Price” means the mean of the high and low prices of the common stock of
      the Corporation as reported in the New York Stock Exchange Composite
      Transactions on the specified date (or, if it was not traded on any such
      exchange on the specified date, on the next preceding day such stock was traded
      on a stock exchange included in the New York Stock Exchange--Composite
      Transactions).

     

     

    
      
        
        

      

      
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    (f)
      “Plan” means the 2005 Equity Compensation Plan for Non-Employee Directors of
      Praxair, Inc., as approved by the Corporation’s shareholders on April 26,
      2005.

    


    (g)
      “Retirement” means your reaching the Board’s mandatory retirement age or ceasing
      to serve as a Non-Employee Director at a later age with the approval of the
      Board.

     

    11.
       [Committee
      discretion to include, as a condition of the option grant, terms under
      which (i) the grant may be later forfeited, cancelled, rescinded, suspended,
      withheld or otherwise limited or restricted; or (ii) gains realized by the
      grantee in connection with a grant or a grant’s exercise may be recovered;
      provided that such conditions and their consequences are (A) clearly set forth
      in the grant agreement or other grant document; and (B) fully comply with
      applicable laws]. 

    


    IN
      WITNESS WHEREOF, the Corporation 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:
      ___________________________

    [printed
      name]

    Vice
      President, General Counsel & Secretary

    


    


    


    


    
      
        
        

      

      
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