LINDE PLC
For the period ended Jul 28, 2026. Filed Apr 29, 2026.
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Jul 28, 2026 · Filed Apr 29, 2026
Contents
Table 7: Amounts Potentially Payable upon Termination
2025 Amounts Potentially Payable Upon Termination
| Name | Termination Event | SeveranceBenefits($) | Other Post-TerminationBenefits($) | DeferredCompensationPayout($) | Performance-BasedVariableCompensationPayments($) | EquityAwards($) | RetirementBenefitEnhancements($) | ReductionofPayments($) | Total forEachTerminationEvent |
|---|---|---|---|---|---|---|---|---|---|
| Sanjiv Lamba | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 23,096,175 | — | — | 23,096,175 | |
| Change-in-Control | — | — | — | — | 34,637,700 | — | — | 34,637,700 | |
| Matthew J. White | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 9,502,773 | — | — | 9,502,773 | |
| Change-in-Control | — | — | — | — | 14,363,192 | — | — | 14,363,192 | |
| Guillermo Bichara | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 5,598,118 | — | — | 5,598,118 | |
| Change-in-Control | — | — | — | — | 8,480,088 | — | — | 8,480,088 | |
| Sean F. Durbin | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 5,318,973 | — | — | 5,318,973 | |
| Change-in-Control | — | — | — | — | 8,073,026 | — | — | 8,073,026 | |
| Benjamin W. Glazer | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 3,327,275 | — | — | 3,327,275 | |
| Change-in-Control | — | — | — | — | 5,177,808 | — | — | 5,177,808 | |
| David P. Strauss | Voluntary orInvoluntary forCause | — | — | — | — | — | — | — | — |
| Involuntary | — | — | — | — | 4,341,527 | — | — | 4,341,527 | |
| Change-in-Control | — | — | — | — | 6,615,465 | — | — | 6,615,465 |
Severance Benefits
Involuntary Termination. The NEOs are eligible for severance benefits which are determined in the same manner as for all other eligible U.S. employees of the Company, as described previously.
Change-in-Control. No NEO is entitled to any additional severance benefits on account of the termination of their employment in connection with a change-in-control.
Other Post-Termination Benefits
The Company currently makes retiree medical benefits available to eligible U.S. employees who participate in the Pension Program’s Traditional Design, including Mr. Strauss, provided that they meet certain requirements at the time of their termination. There are no other post-termination benefits to be provided to Messrs. Lamba, White, Bichara, Durbin or Glazer.
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Deferred Compensation Payout
Each NEO’s accrued balance in their U.S. Linde Compensation Deferral Program account, if any, is payable in accordance with program terms, as described under the “Nonqualified Deferred Compensation” table.
Change-in-Control. Under the U.S. Linde Compensation Deferral Program, the payout of deferred balances is accelerated upon a change-in-control unless the NEO has previously made a valid election to waive rights to receive an accelerated payment in connection with the change-in-control, and instead, to receive payment in accordance with their previous election.
Annual Performance-Based Variable Compensation Payments
Annual performance-based variable compensation awards that NEOs may receive are entirely at the discretion of the HC Committee. It is speculative whether the HC Committee would have made such awards for 2025 if a NEO’s employment terminated.
If an award had been made for the 2025 calendar year, it would have been fully earned at December 31, 2025.
Equity Awards
The following table summarizes the treatment of unvested equity awards in the event of a Voluntary Termination, Involuntary Termination, or a Change-in-Control.
| Voluntary | For Cause | Death | Disability | Change-in-Control | |
| Stock options | Immediatelyforfeited but willcontinue to vest inthe ordinary courseif NEO terminatesafter the firstanniversary of thegrant date andsatisfied thespecified age andservicerequirements priorto termination | Immediatelyforfeited | Immediately vest in full | Immediately vest in full | No accelerated vesting unless the NEO’s employment is terminated by the acquirer without cause or by the NEO for good reason, in either case within two years following the Change-in-Control (“Double Trigger”) |
|---|---|---|---|---|---|
| RSUs | Immediatelyforfeited but willimmediately vestwith settlement onthe thirdanniversary of thegrant date if NEOterminates after thefirst anniversary ofthe grant date andsatisfied thespecified age andservicerequirements priorto termination | Immediatelyforfeited | Pro rata portion vests immediately | Pro rata portion vests immediately | No accelerated vesting unless Double Trigger occurs |
| PSUs | Immediatelyforfeited but willcontinue to vest inthe ordinary course,subject tosatisfaction of theapplicableperformance criteriaif NEO terminatesafter the firstanniversary of thegrant date andsatisfied thespecified age andservicerequirements priorto termination | Immediatelyforfeited | Pro rata portion (based on target number of shares granted) vests immediately | Pro rata portion (based on target number of shares granted) vests immediately | Awards convert to RSUs based on the higher of the target number of shares granted and the number of shares determined from actual performance up to the Change-in-Control; no accelerated vesting unless Double Trigger occurs |
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For purposes of this disclosure, values are attributed solely to the acceleration of vesting of outstanding awards. To the extent that accelerated vesting occurs as described previously, the option acceleration value shown in the table on page 65 is determined by the difference between the exercise price of the accelerated options and the per share price of the Company’s common stock times the number of the accelerated option shares. The acceleration values of the RSU and PSU awards is determined as the per share price of the Company’s common stock times the number of shares subject to the award (target number of shares for PSUs).
Retirement Benefit Enhancements
The Pension Program and contractual pension entitlements for each NEO are discussed as part of the “2025 Pension Benefits” table. Except as discussed below, no enhanced pension benefits would be payable to any NEO that are not otherwise included in the 2025 Pension Benefits table.
Voluntary Termination, Involuntary-for-Cause Termination, and Involuntary Termination. Messrs. White, Bichara, Durbin, Glazer, and Strauss would not be entitled to any additional or enhanced benefit under these termination events, but any vested benefit would be preserved and would become payable under the Pension Program at such time as the NEOs would otherwise become eligible for pension payments.
Pursuant to his earlier agreement with an affiliate of the Company, in the event that Mr. Lamba terminates
employment due to death, disability, or his involuntary termination other than for cause, he or his beneficiary, as applicable, is entitled to certain retirement benefit enhancements. The amount shown in the table, reflect the values of these benefit enhancements.
Change-in-Control. Benefits under the SRIP become immediately vested and payable in a lump sum upon the occurrence of a change in control unless the NEO has previously made a valid election to waive rights to receive such payment in connection with the change-in-control and to instead receive such payment in the ordinary course. There is no value calculated for any acceleration as each NEO is already fully vested in their SRIP benefit and would simply receive payment sooner than if a change in control had not occurred.
Mr. Lamba is not entitled to any additional retirement benefit enhancements in connection with a change-in-control. However, if his employment was terminated following a change-in-control, the enhanced retirement benefits due under his agreement in connection with his termination other than for cause would apply. This value is shown in the table.
No Excise Tax Gross-Up Payments
The Company has no agreements in place that require it to reimburse any NEO for excise or other taxes they may owe under Section 4999 of the Internal Revenue Code or otherwise due to their receipt of excess “parachute” payments in connection with a change-in-control.
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