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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: AIRGAS, INC You are currently viewing:
This Employment Agreement involves

AIRGAS, INC

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Pennsylvania     Date: 1/20/2005

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: airgas  inc
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EXECUTIVE EMPLOYMENT AGREEMENT

BY AND BETWEEN

GLENN FISCHER

AND

AIRGAS, INC.

Dated: September 29, 2000

 


 

TABLE OF CONTENTS

             
        Page  
1.
  Employment, Duties and Acceptance     1  
2.
  Term of Employment     1  
3.
  Compensation     2  
4.
  Termination     3  
5.
  Protection of Confidential Information; Covenant not to Compete     4  
6.
  Intellectual Property     6  
7.
  Employee Representation     7  
8.
  Notices     7  
9.
  General     7  

 


 

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.   Term of Employment .

     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.   Termination .

     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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