<PAGE>
EXHIBIT 4
AIRGAS, INC.
1997 DIRECTORS' STOCK OPTION PLAN
(AS AMENDED THROUGH AUGUST 4, 2004)
1.
Purpose. AIRGAS, INC. (the "Company")
hereby
adopts the Airgas, Inc. 1997
Directors' Stock Option Plan
effective May 15, 1997 (the
"Plan") as an additional
incentive to non-employee members
of the Company's Board of
Directors to commence or continue
service and to devote
themselves to the Company's
success by providing them with
an opportunity to acquire or
increase their proprietary
interest in the Company through
receipt of (a) rights (the
"Options") to purchase the
Company's Common Stock, par value
$0.01 per share (the "Common
Stock") or (b) Common Stock
subject to conditions of
forfeiture (the "Restricted Stock
Awards").
2.
Administration.
(a) Committee. The
Plan shall be administered by
the Governance and Compensation
Committee designated by the
Company's Board of Directors (the
"Committee") which shall
consist of at least two persons,
each of whom is a "non-
employee director" as defined
under Rule 16b-3 under the
Securities Exchange Act of 1934
(the "Exchange Act") (a "Non-
Employee Director"). If any Committee member does
not
qualify as a Non-Employee
Director, then such member shall
not participate in any way with
respect to Committee action
under the Plan and shall not be
treated as a member of the
Committee for purposes of the
Plan.
(b) Meetings. The
Committee shall hold meetings
at such times and places as it may
determine. Acts
approved
at a meeting by a majority of the
directors who are members
of the Committee and present at a
meeting at which there is
a quorum, or acts approved in
writing by the unanimous
consent of the directors who are
members of the Committee
(not counting any director who is
an employee for either
purpose) shall be the valid acts
of the Committee.
(c) Grants. The
Committee shall from time to
time at its discretion direct the
Company to grant Options
or Restricted Stock Awards
pursuant to the terms of the
Plan. Subject to the express provisions
of the Plan, the
Committee shall have plenary
authority to determine the
persons to whom and the times at
which Options or Restricted
Stock Awards shall be granted, the
number of shares of
Common Stock to be granted under
an Option or Restricted
Stock Award and the price and
other terms and conditions
thereof. In making such determinations the
Committee may
take into account the nature of
the person's services and
responsibilities, the person's
present and potential
contribution to the Company's
success and such other factors
as it may deem relevant.
The Committee's
interpretation of
any provision of the Plan or of
any Option or Restricted
Stock Award granted under it shall
be final, binding and
conclusive.
<PAGE>
(d) Exculpation. Each
Committee member shall be
acting in the capacity of a director of the
Company for the
purpose of Article VI of the Company's
Certificate of
Incorporation in connection with the
administration of the
Plan or the granting of Options or
Restricted Stock Awards
under the Plan.
(e) Indemnification.
Each Committee member shall be
entitled to indemnification by the Company
in accordance with the
provisions and limitations of Article VII
of the Company's
Bylaws, as the same may be amended from
time to time, in
connection with or arising out of any
action, suit or proceeding
with respect to the administration of the
Plan or the granting of
Options or Restricted Stock Awards under
the Plan in which he may
be involved by reason of his being or
having been a
Committee
member, whether or not he continues to be a
Committee member at
the time of the action, suit or
proceeding.
3. Eligibility. Each member of the Company's Board
of
Directors who is not an employee of the
Company or an entity of
which the Company owns, directly or
indirectly, at least 50% of
the value or voting rights of the
outstanding equity securities
shall be eligible to participate (the
"Participants").
The
Committee, in its sole discretion, shall
determine whether an
individual qualifies as a Participant.
A Participant may
receive
more than one Option or Restricted Stock
Award, but only on the
terms and subject to the restrictions of
the Plan.
4. Available Shares.
The aggregate maximum
number of
shares of the Common Stock for which the
Committee may issue
Options or Restricted Stock Awards under
the Plan is 800,000
shares, adjusted as provided in Section 9
(the "Plan Shares" or
"Shares"); provided, however, the Committee
may not issue more
than 100,000 Shares as Restricted Stock
Awards in the aggregate,
and Restricted Stock Awards under this Plan
and the Company's
1997 Stock Option Plan in any calendar year
may not exceed 0.5%
of the shares of Common Stock issued and
outstanding on any date
of grant. Plan Shares shall be issued from
authorized and
unissued Common Stock or Common Stock held
in or hereafter
acquired for the Company's treasury.
If any outstanding
Option
or Restricted Stock Award granted under the
Plan expires, lapses
or is terminated for any reason, the Plan
Shares allocable to the
unexercised portion of such Option or
forfeited portion of such
Restricted Stock Award may again be the
subject of grant pursuant
to the Plan.
5. Term of Plan. The Plan is effective as of May
15,
1997, the date on which it was adopted by
the Company's Board of
Directors. No Option or Restricted Stock
Award granted under the
Plan shall be exercisable or nonforfeitable
unless the Plan is
approved by vote of a majority of the
outstanding voting stock of
the Company on or before May 15, 1998.
No Option or
Restricted
Stock Award may be granted under the Plan
after May 15, 2007.
6. Terms and Conditions of
Options. Options
granted
pursuant to the Plan shall be evidenced by
written documents (the
"Option Documents") in such form or forms
as the Committee shall
from time to time approve. Option Documents shall comply
with
and be subject to the terms and conditions
set forth below and
such other terms and conditions which the
Committee shall from
time to time specify with respect to a
particular Option or
Options, provided they are not inconsistent
with the terms of the
Plan. The applicable terms need not be
uniform between or among
Options.
<PAGE>
(a) Number of Shares.
Each Option Document
shall
state the number of Shares to which it
pertains.
(b) Option Price.
Each Option Document
shall state
the price at which Shares under Option may
be purchased (the
"Option Price"), which shall be at least
100% of the Common
Stock's closing price on the New York Stock
Exchange (or such
other exchange as the Committee selects) on
the date the Option
is granted.
(c)
Exercisability.
(i) General Rule.
Unless the Committee
provides
otherwise in an Option Document and
contingent upon the Plan's
approval under Section 5, each Option
granted under the Plan
shall be exercisable in full on the date of
grant. No Option
shall be exercisable after its term expires
pursuant to
subsection 6(e) or 6(f).
(ii) Change in Control. If a Change in Control of
the Company (as defined below) occurs, then
all Options which
both were not exercisable and have not
terminated as of the date
of such "Change in Control" shall as of
such date become
immediately exercisable except to the
extent the Participant
waives such accelerated right to exercise.
A "Change in
Control"
shall be deemed to have taken place upon
the date when (A) 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 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 more than 20% 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; (B) stockholders
approve 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 (C) a change in
the majority of the
individuals who constitute the Company's
Board of Directors
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.
(d) Medium of Payment.
A Participant shall
pay for
Shares under Option (i) in cash, (ii) by
certified check payable
to the order of the
