ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On January 26, 2009, the Compensation and Management Development Committee of the Board of Directors of Praxair, Inc. established 2009 performance goals for determining performance-based annual variable compensation cash awards that may be paid to executive officers and other high level executives under the 2002 Praxair, Inc. Variable Compensation Plan, as amended (the "Plan"). The Plan was filed as Exhibit 10.03 to the Company's 2001 Annual Report on Form 10-K, and the First Amendment to the Plan was filed as Exhibit 10.03a to the Company's 2005 Annual Report on Form 10-K. The financial goals are principally sales, net income and working capital as a percentage of sales, subject to certain adjustments that may be made. The non-financial goals include safety and environmental compliance, audit and compliance, productivity, strategic positioning of the business for long term performance, consideration of external factors and performance relative to peer companies, and employee engagement and people development.

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