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RESOLVED, that each nonemployee
member of the Company’s Board of Directors shall receive
compensation in the amount and manner described in Exhibit I1,
attached, for service on the Board effective 1 October 2006;
and that all prior resolutions with respect to compensation of
nonemployee directors are hereby revoked.
APCI BOARD OF DIRECTORS
21 September 2006
- I-1 -
Compensation Program
for Nonemployee Directors
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a.
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Each director shall be paid an
annual retainer of $50,000 for serving as a member of the Board of
Directors and any Board Committee(s), which retainer shall be
payable in quarterly installments at the end of each quarter. Fifty
percent of this retainer will be paid by the Company in the form of
a credit to the directors’ Air Products Stock Account and
converted to deferred stock units under the Deferred Compensation
Program for Directors.
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b.
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Each director who serves as the
Chairman of a Board Committee shall be paid an additional annual
retainer of $10,000, which retainer shall be payable in quarterly
installments.
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c.
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Each director shall be paid a
meeting fee of $2,000 per Board or Committee meeting
attended. * /
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d.
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Deferred stock units with a targeted
dollar value of $100,000 shall be credi
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