EXECUTIVE EMPLOYMENT AGREEMENT
BY AND BETWEEN
GLENN FISCHER
AND
AIRGAS, INC.
Dated: September 29, 2000
TABLE OF CONTENTS
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Page
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Employment,
Duties and Acceptance
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1
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Term of
Employment
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1
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Compensation
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2
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Termination
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3
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Protection of
Confidential Information; Covenant not to Compete
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4
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Intellectual
Property
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6
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Employee
Representation
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7
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Notices
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7
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General
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7
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EXECUTIVE EMPLOYMENT
AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”)
made as of September 29, 2000 between AIRGAS, INC, a
Delaware corporation (the “Company”), and GLENN
FISCHER (“Executive”).
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1.
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Employment, Duties and
Acceptance .
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1.1
The Company hereby agrees to employ Executive from the date set
forth in Section 2.1 below, to render exclusive and full time
services to the Company. Effective November 1, 2000, and
continuing until Executive’s employment terminates in
accordance with this Agreement, Executive shall hold the office of
President and Chief Operating Officer of the Company. Executive
shall perform such duties as Executive shall reasonably be directed
to perform by the Board of Directors or the Chief Executive Officer
of the Company. Executive agrees to abide by the rules and policies
of the Company as they are adopted and changed from time to
time.
1.2
Executive hereby accepts such employment and agrees to render the
services described above.
1.3
Executive shall report directly to the Company’s Chief
Executive officer.
1.4
Executive shall promote the Company’s business and affairs
and shall perform his duties hereunder in a professional
manner.
2.1
Executive’s employment under this Agreement shall commence on
October 10, 2000 (the “Commencement
Date”).
2.2
Executive’s employment shall continue until terminated
pursuant to Section 4.1, 4.2, 4.3, 4.4 or 4.5 of this
Agreement.
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3.
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Compensation and Benefits
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As
full consideration for Executive’s services, Executive shall
receive the following compensation and benefits during the term of
his employment hereunder:
3.1
The Company agrees to pay Executive, an annual base salary of
$385,000. Executive’s salary shall be payable in equal
semi-monthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and benefit plan
elections.
3.2
Executive shall be eligible to receive an annual bonus equal to up
to 50% of his annual base salary, calculated and payable in
accordance with the Company’s bonus plan for senior managers
and senior executives, less such deductions or amounts to be
withheld as shall be required by applicable law. In addition, if
the Company and Executive significantly exceed the objectives upon
which the above bonus is based, Executive shall be eligible to
receive an additional discretionary bonus as determined by the
Company’s Chief Executive Officer and Board of
Directors.
3.3
In consideration of the covenants of Executive set forth herein, on
or about October 10, 2000, the Company shall pay Executive a
one-time signing and relocation bonus of $140,000, less such
deductions or amounts to be withheld as shall be required by
applicable law.
3.4
The Company agrees to award Executive 150,000 options under the
Company’s 1997 Stock Option Plan on October 10, 2000. In
addition, commencing May 1, 2001, and continuing throughout
the term or Executive’s employment hereunder, the Company
agrees to award Executive no fewer than 50,000 options per year in
accordance with the Company’s 1997 Stock Option Plan or such
replacement stock option plan as may then be in effect.
3.5
To assist Executive during the period of his search for new
permanent housing in the Philadelphia metropolitan area, the
Company agrees to reimburse Executive the cost of rent (including
any related charges imposed by landlord such as utilities, taxes,
etc. for a short-term apartment at Radnor Crossing or other
comparable apartment complex.
3.6
Concurrently with the parties’ execution of this Agreement,
the Company and Executive are executing a Change of Control
Agreement.
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3.7
The Company shall pay or reimburse Executive for all reasonable
expenses actually incurred or paid by Executive in the performance
of his services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as it
may require under established Company policy.
3.8
Executive shall be entitled to four (4) weeks paid vacation
per annum, provided that the time when vacation is taken shall be
subject to Company approval. Executive shall be entitled to all
rights and benefits for which he shall be eligible under any
“fringe” benefits which the Company may, in its sole
discretion, provide for similarly situated employees.
4.1
If Executive shall die during the Term, this Agreement shall
terminate, except that Executive’s legal representatives
shall be entitled to receive the compensation provided for
hereunder prorated to the last day of the month in which his death
occurs.
4.2
If Executive shall become physically or mentally disabled as
defined by the Company’s disability plans, whether totally or
partially, so that he is unable substantially to perform his
services hereunder for a period of six (6) consecutive months,
the Company may, by written notice to Executive, terminate
Executive’s employment hereunder. Notwithstanding such
disability, the Company shall continue to pay Executive his full
salary up to and including the date of such termination.
4.3
The Company may, by written notice to Executive, terminate
Executive’s employment hereunder upon the occurrence of any
of the following events: (a) Executive’s willful
misconduct or gross negligence in the performance of
Executive’s duties; (b) 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 (c) 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
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Company and its subsidiaries
which has a material adverse effect on the Company or its
subsidiaries.
4.4
The Company may terminate Executive’s employment hereunder at
any time without cause upon written notice to Executive. If the
Company terminates Executive’s empl