EX-10.20



 






EXHIBIT 10.20




SERVICE CREDIT ARRANGEMENT




FOR




STEPHEN F. ANGEL



The Compensation and Management Development Committee of Praxair, Inc.’s Board of Directors has
approved an updated arrangement under which your years of service with your prior employer may be
credited to you for various purposes under the terms set forth in this letter.



Any service credited will be used for purposes of calculating your pension under the Praxair
non-qualified retirement program (the Supplemental Retirement Income Plan, as may be amended from
time to time). In addition, these service credits, when earned, will be used to determine your
retirement eligibility under Praxair’s plans and any retirement eligibility so determined will be
fully effective with respect to any other benefit, compensation or award that is dependent, or
calculated, in whole or in part on retirement eligibility. Please note that, under the
non-qualified pension plan, any pension benefit paid will be offset by benefits you receive under
your prior employer’s plans.



The details of the service crediting follow.





	•	 	The additional 21.64 years of service you accumulated with General Electric will be credited according to the following
schedule:





	 	 	 
	January 1, 2011

	 	10 years’ additional service credit
	January 1, 2016

	 	11.64 years’ additional service credit







	•	 	Except as outlined below, you must be an active employee of Praxair, Inc. on each date to receive the applicable
service credit. No part of these additional service credits shall accrue in any way before these dates; however, these
service credits may be accelerated under certain circumstances as described below.






	•	 	For purposes of this arrangement, the definition of “for cause termination” is as defined in your Executive Severance
Compensation Agreement1, dated December 9, 2003. Involuntary termination “other than for cause” will
include any termination by action of Praxair that does not meet the definition of “for cause termination.”






	•	 	In the case of your involuntary termination by the Board “for cause”, you will






	 	o	 	not be granted any additional service for any purpose and will forfeit
any additional service previously credited under this arrangement. You should also
note that, under the non-qualified pension plan, termination for cause may be
grounds for forfeiture of your entire non-qualified pension.




 









 












	•	 	In the case of your involuntary termination by the Board “other than for
cause”






	 	o	 	on or before December 31, 2010, the full additional 10 years’ service
credit would be accelerated to the effective date of termination; or
	 
	 	o	 	during the period January 1, 2011 through December 31, 2015, the full
additional 11.64 years’ service credit would be accelerated to the effective date of
termination.






	•	 	In the case of your death or a “Change in Control” (as defined in the Executive
Severance Compensation Agreement)






	 	o	 	on or before December 31, 2010, the full additional 10 years’ service
credit would be accelerated to the date of the event; or
	 
	 	o	 	during the period January 1, 2011 though December 31, 2015, the full
additional 11.64 years’ service credit would be accelerated to the date of the
event.






	•	 	In the case of your Disability,






	 	o	 	service credit will continue to accrue according to the terms of the
non-qualified pension plan, plus the additional years of service credit on
the dates specified in this arrangement.




On behalf of the COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE OF PRAXAIR, INC.




	 	 	 
	/s/ Ronald L. Kuehn, Jr.
 


	 	 
	Ronald L. Kuehn, Jr.
	 	 
	Chairman
	 	 
	May 23, 2007
	 	 






 




1
“Termination for Cause” shall mean termination of your employment upon your
willfully engaging in conduct demonstrably and materially injurious to the Company, monetarily or
otherwise, provided that there shall have been delivered to you a copy of a resolution duly adopted
by the unanimous affirmative vote of the entire membership of the Board of the Company at a meeting
of the Board of the Company called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board of the Company),
finding that in the good faith opinion of the Board of the Company you were guilty of the conduct
set forth and specifying the particulars thereof in detail.




For purposes of this Paragraph, no act, or failure to act, on your part shall be deemed “willful”
unless done, or omitted to be done, by you not in good faith and without reasonable belief that
your action or omission was in the best interest of the Company. Any act or failure to act based
upon authority given pursuant to a resolution duly adopted by the Board of the Company or based
upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to
be done by you in good faith and in the best interests of the Company.