ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On October 25, 2021, the Board of Directors of Linde plc (the "Company")
appointed Sanjiv Lamba to succeed Stephen F. Angel as the Company's Chief
Executive Officer effective March 1, 2022. On November 12, 2021, the Company
entered into an Offer Letter agreement with Mr. Lamba that sets forth certain
terms of his employment and compensation effective March 1, 2022. Pursuant to
the Offer Letter, (a) Mr. Lamba's annual base salary will be $1,300,000; (b) he
will be eligible to receive an annual variable compensation cash incentive
payment at a target of 150% of his annual base salary pursuant to the Company's
Variable Compensation Program which provides for the opportunity to earn an
annual cash award calculated based upon Company performance against previously
set financial and non-financial goals; and (c) he will be eligible to receive
annual long term equity incentive grants which are currently made in the form of
stock options, performance share units, and restricted stock units at a target
value of $9,750,000 for 2022.
The Offer Letter also provides for certain other terms of Mr. Lamba's employment
and compensation including: (a) his participation in standard employee benefits
programs, (b) the requirement that he enter into a Nondisclosure,
Nonsolicitation and Noncompetition Agreement, and (c) the termination or
expiration of certain existing compensatory agreements or arrangements with the
Company and its subsidiaries, as more fully described in the Offer Letter.
The foregoing description of Mr. Lamba's compensation arrangements set forth in
the Offer Letter is qualified in its entirety by reference to the Offer Letter
and the Nondisclosure, Nonsolicitation and Noncompetition Agreement, each of
which is attached as Exhibit 10.1 and 10.2, respectively, to this report and
incorporated by reference into this Item 502(e).
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit
No. Description
10.1 Offer Letter between Linde plc and Sanjiv Lamba dated November 12,
2021.
10.2 Nondisclosure, Nonsolicitation and Noncompetition Agreement between
Linde Inc. and Sanjiv Lamba dated as of November 7, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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