DGAP-CMS: Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

2019. január 25., péntek, 16:34





DGAP Post-admission Duties announcement: Linde plc / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]


Linde plc: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution


25.01.2019 / 16:34


Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): January 21, 2019

Linde plc

(Exact name of registrant as specified in its charter)

















Ireland001-3873098-1448883
(State or other(Commission(I.R.S. Employer
jurisdictionFile Number)Identification No.)
of incorporation)













The Priestley Centre

10 Priestley Road

Surrey Research Park

Guildford, Surrey GU2 7XY

United Kingdom

(Address of principal executive offices)(Zip Code)

+44 1483 242200

(Registrant"s telephone numbers, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:





















Written communications pursuant to Rule 425 under the Securities Act


(17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17


CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the


Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the


Exchange Act (17 CFR 240.13e-4(c))












Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2
of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act. ☐



ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

(e)

On January 21, 2019, the Board of Directors of Linde plc (the "Company")
adopted the Linde plc Annual Variable Compensation Plan effective as of
January 1, 2019 (the "Plan"), pursuant to which annual variable
compensation awards may be paid to executive officers and other eligible
employees of the Company. The Plan is filed as Exhibit 10.1 to this Form 8-
K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.











Exhibit NumberDescription of Exhibit


10.1Linde plc Annual Variable Compensation

Plan effective as of January 1, 2019

is filed herewith












SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
















LINDE PLC



Date: January 25, 2019By:/s/ Guillermo Bichara

Name:Guillermo Bichara

Title:General Counsel



















Exhibit 10.1








Linde plc

Annual Variable Compensation Plan

Effective January 1, 2019











TABLE OF CONTENTS

Section 1: Purpose

Section 2: Definitions

Section 3: Administration

Section 4: Variable Compensation Payments

Section 5: Payment of Variable Compensation Payments

Section 6: Termination of Employment

Section 7: General Provisions

Section 8: Amendment, Suspension, or Termination

Section 9: Effective Date and Duration of Plan





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Linde plc

Annual Variable Compensation Plan

Effective as of January 1, 2019

Section 1: Purpose

The purpose of the Plan is to: (a) provide incentives and rewards to
certain employees who are Executive Officers of the Company or who are in a
managerial, administrative, professional or policy-making capacity for the
Company; (b) assist the Company in attracting, retaining, and motivating
employees of high caliber and experience to deliver strong business results
in line with shareholder expectations; (c) support a performance-driven
culture; and (d) make the Company"s compensation program competitive with
those of other major employers.

Section 2: Definitions

2.1 "Board" shall mean the Board of Directors of Linde plc.

2.2 "Chief Executive Officer" or "CEO" shall mean the Chief
Executive Officer of Linde plc.

2.3 "Committee" shall mean the Compensation Committee of the Board.

2.4 "Company" shall mean Linde plc and such of its subsidiary
companies as shall be designated by the Committee to participate in the
Plan.

2.5 "Department" shall mean the Corporate Human Resources
Department of Linde plc.

2.6 "Executive Officer" shall mean an individual who, for all or
any portion of the Plan Year, was subject to Section 16 reporting
requirements under the U.S. Securities Exchange Act of 1934.

2.7 "Eligible Position" shall mean (i) a position as an Executive
Officer, unless otherwise determined by the Committee, or (ii) another
position in the Company in which an employee acts in a managerial,
administrative, professional or policy-making capacity and which the CEO
designates as an Eligible Position pursuant to Section 3.1

2.8 "Participant" shall mean an employee of the Company who
occupies an Eligible Position.

2.9 "Plan" shall mean this Linde plc Annual Variable Compensation
Plan, as may be amended from time to time.

2.10 "Plan Year" shall mean the calendar year, or part thereof in the
event the Plan is in effect only for part of a calendar year.

2.11 "Variable Compensation Payment" shall mean the amount of the
annual payment, if any, under the Plan determined in accordance with
procedures authorized by the Committee to be payable to a Participant for a
Plan Year. Notwithstanding any provision in this Plan or such Committeeauthorized
procedures to the contrary, in determining the amount of a
Participant"s Variable Compensation Payment for a Plan Year, if any, the
Committee (with regard to any Executive Officer) and the CEO or the
Department (with regard to all other Participants) shall have the
discretion to increase such payment, subject to any maximum determined in
accordance with any applicable guidelines or any other Company plan or
policy or reduce such payment to any amount, including zero, prior to the
payment date of such Variable Compensation Payment. The Variable
Compensation Payment payable to a Participant for a Plan Year, if any, is
determined in accordance with the applicable guidelines and any other
applicable Company plan or policy. A Participant"s selection to receive a
Variable Compensation Payment for a Plan Year shall in no way entitle him
or her to receive, or otherwise obligate the Company, the Committee, the
CEO or the Department to award such Participant, any Variable Compensation
Payments with respect to any future Plan Year. The designation of a
position (excluding a position as an Executive Officer) as an Eligible
Position shall in no way obligate the CEO or the Committee to designate
such position as an Eligible Position, or entitle the person occupying such
Eligible Position to occupy any Eligible Position, with respect to any
future Plan Year.


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Section 3: Administration

3.1 The Plan shall be administered by the Committee, which shall
have full power and authority to exercise all of the powers granted to it
under the Plan; construe, interpret and implement the Plan; establish,
amend, and rescind guidelines and administrative regulations to further the
purpose of the Plan; establish and amend performance goals or objectives or
other criteria for Variable Compensation Payments; select or authorize the
selection criteria of Participants (including adding and removing
Participants during the Plan Year); determine and authorize Variable
Compensation Payments; and make all determinations, and take any other
actions, necessary or advisable to administer the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable to carry it into effect. The Committee"s decisions, actions, and
interpretations regarding the Plan shall be in its discretion and shall be
final and binding upon all Participants. The Committee may delegate its
duties, powers and authority in whole or in part to the Department or any
individual or individuals, including the CEO. Except as specifically
provided to the contrary, references to the Committee include the
Department and any individual or individuals to whom the Committee has
delegated some or all of its duties, powers and authority hereunder.

3.2 No member of the Committee and no employee of the Company shall
be liable for anything done or omitted to be done by him or her, by any
other member of the Committee, or by any employee of the Company in
connection with the performance of duties under the Plan, except for his or
her own willful misconduct (as determined by a court of competent
jurisdiction in a final judgment or other final adjudication, in either
case, not subject to further appeal) or as expressly provided by statute.
The Company shall indemnify and hold each member of the Committee and each
other director or employee of the Company or of any of its affiliates to
whom any duty or power relating to the administration or interpretation of
the Plan has been delegated against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a claim with
the approval of the Committee) arising out of any action, omission or
determination relating to the Plan.

Section 4: Variable Compensation Payments

4.1 All Variable Compensation Payments shall be payable in cash.

4.2 For each Plan Year, the Committee will determine the Variable
Compensation Payments for Executive Officers and shall determine the
Company performance payout factor to be applied to the aggregate amount of
Variable Compensation Payments to be paid to other Participants. Such
determinations shall be based upon an evaluation of performance of the
Company (or any subsidiary or business line or unit thereof) against the
performance goals or objectives or other criteria as were established for
the Company (or any subsidiary or business line or unit thereof) for such
Plan Year and may be subject to adjustment as determined by the Committee
in its discretion.

4.3 In addition, in determining the amount of the Variable
Compensation Payment made to each Participant, the Committee or the
Department, or its delegate, as applicable, shall consider the extent to
which a Participant achieves, during a Plan Year, individual measures of
performance, if any, established for such Participant for such Plan Year.


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Section 5: Payment of Variable Compensation Payments

5.1 Variable Compensation Payments to be made in respect of a Plan
Year, if any, shall be made on or before March 15 of the year following the
end of such Plan Year.

5.2 All Variable Compensation Payments shall be made subject to the
terms and conditions of any (i) claw back, recapture or other similar
policy or requirement of the Company (including any such requirement
imposed under applicable law, rule or regulation), as in effect from time
to time, and (ii) nondisclosure, nonsolicitation and noncompetition
agreement, or other similar agreement, between the Participant and the
Company.

Section 6: Termination of Employment

If a Participant"s employment with the Company is terminated during a Plan
Year for any reason, the Committee, with respect to any Executive Officers,
shall determine in its discretion whether the Participant shall be entitled
to a Variable Compensation Payment for such Plan Year and the amount of any
such Variable Compensation Payment. The Committee or its delegate shall
establish guidelines with respect the treatment of Variable Compensation
Payments in connection with the termination of employment of Participants
who are not Executive Officers.

Section 7: General Provisions

7.1 A Participant may not assign a Variable Compensation Payment.
Any attempted assignment shall be null and void. For purposes of this
paragraph, any designation of, or payment to, a Beneficiary shall not be
deemed an assignment.

7.2 Determinations made by the Committee under the Plan need not be
uniform and may be made selectively among Participants, whether or not such
Participants are similarly situated.

7.3 Each Participant will be solely responsible for any applicable
taxes (including, without limitation, employment, income and any additional
taxes), penalties and any interest thereon, that may be incurred in
connection with the receipt any Variable Compensation Payment. The Company
shall have the right to deduct or withhold from any Variable Compensation
Payment any federal, state, local or foreign income or other taxes required
by law to be withheld with respect to such payment.

7.4 Nothing contained in the Plan, and no action taken pursuant to
the Plan, shall create or be construed to create a trust of any kind. A
Participant"s right to receive a Variable Compensation Payment shall be no
greater than the right of an unsecured general creditor of the Company. All
Variable Compensation Payments shall be paid from the general funds of the
Company, and no special or separate fund shall be established, and no
segregation of assets shall be made to assure payment of such Variable
Compensation Payments.

7.5 Nothing contained in the Plan shall give any Participant the
right to continue in the employment of the Company or affect the right of
the Company to discharge a Participant.

7.6 The adoption of the Plan shall not be construed as creating any
limitations on the power of the Board or the Committee to adopt such other
incentive arrangements, apart from the Plan, as it may deem desirable, and
such other arrangements may be either applicable generally or only in
specific cases.


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7.7 To the extent applicable, Variable Compensation Payments under
the Plan are intended to be exempt from, or to comply with, Section 409A of
the Internal Revenue Code of 1986, as amended from time to time, or any
successor thereto, and the applicable rulings and regulations thereunder
("Section 409A"), and the Plan shall be interpreted, administered and
construed accordingly. To the extent a Participant would be entitled to a
Variable Compensation Payment under the Plan and such Variable Compensation
Payment is deemed to constitute "deferred compensation" subject to Section
409A that, if paid or provided during the 6 months beginning on such
Participant"s "separation from service" (within the meaning of Section
409A), would be subject to the additional tax under Section 409A because
the Participant is a "specified employee" (within the meaning of Section
409A), such Variable Compensation Payment will be paid to the Participant
on the earlier of the 6-month anniversary of the Participant"s separation
from service or the Participant"s death.

7.8 The Plan shall be construed and governed in accordance with the
laws of the State of Connecticut.

7.9 The Company shall take action it deems necessary or advisable
for the purpose of conforming the Plan and any Variable Compensation
Payment to any present or future law relating to plans of this or similar
nature and to the administrative regulations and rulings promulgated
thereunder.

Section 8: Amendment, Suspension, or Termination

Each of the Board and the Committee reserves the right to amend, suspend,
or terminate the Plan at any time; provided, however, that any amendment,
suspension or termination shall not adversely affect the rights of
Participants to receive Variable Compensation Payments earned prior to such
action.

Section 9: Effective Date and Duration of Plan

The Plan shall be effective beginning as of January 1, 2019 and shall
continue in effect until terminated in accordance with Section 8.





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25.01.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de













Language: English
Company: Linde plc

The Priestley Centre, 10 Priestley Road

GU2 7XY Guildford

United Kingdom
Internet: www.lindeplc.com





 
End of News DGAP News Service





769775  25.01.2019 



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