AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED
CHANGE OF CONTROL AGREEMENT

          This is an AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (“Agreement”) dated December 31, 2008, between Airgas, Inc., a Delaware corporation (the “Company”), and Michael L. Molinini (the “Executive”).

BACKGROUND

          WHEREAS, the Executive is the current Executive Vice President and Chief Operating Officer of the Company and currently is a party to a Change of Control Agreement with the Company, dated January 26, 2000 (the “Prior Agreement”); and

          WHEREAS, the Company and Executive desire to minimize the risk of adverse tax consequences with respect to payment made under the Prior Agreement.

          NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and representations set forth in this Agreement, the Company and Executive agree that the Prior Agreement is hereby amended and restated as follows:

ARTICLE I — TERM OF AGREEMENT

      1.1 Term . The term of this Agreement shall commence as of the date hereof, and shall terminate upon the earlier of (i) Executive’s “Separation from Service” (as hereinafter defined) with the Company for any reason, or (ii) the later of (A) the date which is three years following the date on which a Change of Control occurred; or (B) the date as of which funding is required following a “Standstill Agreement” (as hereinafter defined) provided, however, that the Agreement shall remain in effect until Executive (or Executive’s beneficiary if Executive is not alive) has received any and all amounts to which Executive is entitled under this Agreement.

ARTICLE II – SEPARATION FROM SERVICE

      2.1 Change of Control Required . No amounts or benefits shall be paid or become payable to Executive under this Agreement unless Executive has a Separation from Service within three years following a Change of Control.

      2.2 Certain Definitions . For purposes of this Agreement :

           2.2.1 A “Change of Control” shall mean any one or more of the following:

      2.2.1.1 As a result of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split, sale or transfer of any asset or other transaction any person or group (as such terms are used in and under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) other than the Company, any affiliate, or any employee benefit plan of the Company or an affiliate, shall become the beneficial owner (as defined in Rule 13-d under the Exchange Act) directly or indirectly of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities; providing, however, that this provision shall not apply to Peter McCausland (“McCausland”), unless and until McCausland, together with all affiliates and associates, becomes the beneficial owner of 30% or more of the combined voting power of the Company’s then outstanding securities;

      2.2.1.2 The consummation of any merger of the Company or any sale or other disposition of all or substantially all of its assets, if the Company’s stockholders immediately before such transaction own, immediately after consummation of such transaction, equity securities (other than options and other rights to acquire equity securities) possessing less than 50% of the voting power of the surviving or acquiring corporation; or

      2.2.1.3 A change in the majority of the individuals who constitute the Board occurs during any period of two years for any reason without the approval of at least a majority of directors in office at the beginning of such period.

           2.2.2 A “Separation from Service” and “Separate from Service” shall mean Executive’s termination of employment with the Company and with each member of the controlled group (within the meaning of section 414 of the Internal Revenue Code of 1986 (the “Code”)) of which the Company is a member. Whether a

Separation from Service has occurred shall be determined by the Board or its delegate on a basis consistent with rules under Code section 409A ) after consideration of all the facts and circumstances.

      2.3 Separation from Service Entitling Executive to Benefits . A Separation from Service within three years following a Change of Control for any reason set forth in this Section 2.3 shall entitle Executive to the amounts and benefits set forth in Section 3.1.

           2.3.1 Voluntary Separation from Service for Good Reason . Executive may notify the Company of Executive’s intention to Separate from Service with the Company for “Good Reason” (as hereinafter defined), within three years following a Change of Control. However, Executive must provide notice of the existence of the Good Reason condition within 90 days of its initial existence and the Company shall have 30 days to cure the defects stated in such notice that would give rise to Good Reason. If the Company has not cured all such defects at the end of that 30-day period, Executive shall Separate from Service effective, for purposes of this Agreement, as of the date that Executive provided notice to the Company pursuant to the first sentence of this Section 2.3.1, and Executive shall be entitled to the amounts and benefits set forth in Section 3.1. For purposes of this Agreement, “Good Reason” shall mean any of the following:

      2.3.1.1 Material diminution in Executive’s base compensation;

      2.3.1.2 Material diminution in Executive’s authorities, duties or responsibilities;

      2.3.1.3 Material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement that Executive report to a Company officer or employee instead of reporting to the Board;

      2.3.1.4 Material diminution in the budget over which Executive retains authority;

      2.3.1.5 Material change in the geographic location at which Executive must provide services; or

      2.3.1.6 Any action or inaction that constitutes a material breach of any employment agreement between Executive and the Company.

           2.3.2 Involuntary Separation from Service Other Than for Cause . If the Company terminates Executive’s employment other than for Cause

within three years following a Change of Control such that Executive incurs a Separation from Service, Executive shall be entitled to the amounts and benefits set forth in Section 3.1.

      2.4 Cause Defined . Executive’s termination of employment with the Company shall be for “Cause” if one or more of the following events occur:

           2.4.1 Executive’s willful misconduct or gross negligence in the performance of Executive’s duties;

           2.4.2 Executive’s commission of any act of fraud or embezzlement against the Company or Executive’s commission of a felony or any other offense involving moral turpitude; or

           2.4.3 Executive’s unauthorized dissemination of confidential information, observations, and data concerning the business plans, financial data, customer lists, trade secrets and acquisitions strategies of the Company and its subsidiaries which has a material adverse effect on the Company or its subsidiaries.

      2.5 No Other Amounts Payable . Except as provided in Section 2.3, no amounts or benefits shall be paid or become payable to Executive under this Agreement.

ARTICLE III — BENEFITS

      3.1 Benefits . If Executive’s employment with the Company terminates in a manner described in Section 2.3, the Company shall pay Executive the following amounts and provide to Executive the following benefits, subject to Sections 3.3 and 3.4:

           3.1.1 Cash Payment . As soon as practicable, but not later than 60 days following Executive’s Separation from Service (the date of payment being referred to herein as the “Payment Date”), the Company shall make a lump sum payment to Executive equal to two times the sum of (x) and (y), as described immediately hereafter. For this purpose, (x) equals the greater of Executive’s annual base salary as in effect (a) immediately prior to Executive’s Separation from Service, or (b) at the time a Change of Control occurred, and (y) equals the bonus amount last paid to Executive prior to the occurrence of the Change of Control under the Company’s annual executive bonus plan.

           3.1.2 Health Benefits . For a period of three years following Executive’s Separation from Service, the Company shall reimburse Executive all

expenses related to medical, dental and prescription drug coverage, however, such benefit shall terminate if Executive is entitled to comparable coverage from a subsequent employer, to the extent permitted under Code section 4980B. The amount of expenses eligible for reimbursement during a taxable year shall not affect the expenses eligible for reimbursement during another taxable year. The reimbursement of such expenses must be made on or before the last day of Executive’s taxable year following the taxable year in which the expense was incurred. This right to reimbursement shall not be subject to liquidation or exchange for another benefit.

           3.1.3 Stock Options and Restricted Stock . All stock options and restricted stock grants awarded to Executive under any stock option or stock grant plans of the Company shall become fully vested upon a Change of Control and, notwithstanding any provision of any such option plan to the contrary, any stock option shall remain exercisable until that option’s expiration date, determined without regard to Executive’s Separation from Service.

      3.2 Reduction of Benefits .

           3.2.1 Reduced Payment . If any payment or benefit provided to Executive by the Company pursuant to this Agreement or otherwise (the “Payment”) shall be determined to be an “Excess Parachute Payment,