EXECUTIVE EMPLOYMENT
AGREEMENT
BY AND BETWEEN
GLENN FISCHER
AND
AIRGAS, INC.
Dated:
September 29, 2000
TABLE OF
CONTENTS
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1.
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Employment, Duties and
Acceptance |
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1 |
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2.
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Term of Employment |
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1 |
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3.
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Compensation |
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2 |
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4.
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Termination |
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3 |
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5.
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Protection of Confidential
Information; Covenant not to Compete |
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4 |
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6.
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Intellectual Property |
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6 |
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7.
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Employee Representation |
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7 |
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8.
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Notices |
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7 |
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9.
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General |
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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”).
| 1. |
Employment, Duties and Acceptance . |
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. |
Compensation and Benefits . |
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 employment under this Section 4.4 and provided
Executive executes and delivers a release in form and substance
reasonably satisfactory to the Company, the Company shall continue
t
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