AIR PRODUCTS AND CHEMICALS, INC. (the ?Company?)
LONG TERM INCENTIVE PLAN
FY2007 AWARD AGREEMENT
Equity Incentive Plan Agreement
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AIR PRODUCTS AND CHEMICALS, INC
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Title: AIR PRODUCTS AND CHEMICALS, INC. (the ?Company?)
LONG TERM INCENTIVE PLAN
FY2007 AWARD AGREEMENT
Date: 1/26/2007 Industry: Chemical Manufacturing Sector: Basic Materials
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Exhibit 10.1
Confidential
Communication to: «First_name»
«Last_name»
One of the
priorities of our management compensation program is to provide you
with the opportunity to share in the long-term success of Air
Products. You play an important role in the present and future
performance of our Company. As a result of your performance during
the past year, I am pleased to present your 2007 stock awards under
the Company’s Long-Term Incentive Plan.
As in the past,
our long-term incentive awards recognize your contributions to the
business, align individual goals and performance with shareholder
interests and the longer-term Company focus, and provide you with a
competitive pay opportunity. Your 2007 awards include:
•
A
Nonstatutory Stock Option to purchase
«Stock_Option» shares of Common Stock at a purchase price
of $67.23 per share, which is the 2 October 2006 closing sale
price of a share of Common Stock; and
•
An
award of «RSU» 4-Year Restricted Shares of Company
Common Stock issued to you as of 3 October 2006;
and
•
«Perf_Share» Deferred
Stock Units with a three year ORONA performance period, each
Unit (a “ Performance Share ”) being equivalent
in value to one share of common Stock.
We are
committed to offering long-term incentive awards for our employees
who contribute to our success - both now and in the future. Thank
you again for your dedication and on-going contributions to Air
Products.
Your 2007
Awards are subject to and contingent upon your agreement to the
conditions described in Paragraph 16 of Exhibit 1 (the
“Conditions”). In order for your 2007 Awards to
become effective, please print and countersign this letter, make a
copy for your records, and return a copy of the letter to Jim Bell,
Manager of Compensation, by 20 November 2006 in acknowledgment
of your agreement to the Conditions.
This letter,
together with its Exhibit, constitutes the agreement governing your
2007 Awards (this “Awards Agreement”). Your 2007 Awards
are also at all times subject to the applicable provisions of the
Long-Term Incentive Plan (the “Plan”) and to any
determinations made by the Management Development and Compensation
Committee of the Board of Directors (or its delegate) with respect
to your 2007 Awards as contemplated or permitted by the Plan or the
Conditions. In addition, the Committee has established a one-year
holding period for a portion of your Nonstatutory Stock Option. You
are expected to hold, for one year, 50% of the net shares (after
taxes and commissions) that you receive upon an exercise of the
Stock Option.
Neither your
2007 Awards, this Awards Agreement or the Plan constitute a
contract of employment, nor do they guarantee your continued
employment for any period required for all or any of your 2007
Awards to vest or become exercisable, or to be earned or paid out.
Except as otherwise indicated all capitalized words used in this
Awards Agreement have the meanings described in the
Plan.
WITNESSETH the
due execution of this Awards Agreement at Allentown, Pennsylvania
effective as of the 2ndday of October 2006 intending to be legally
bound hereby.
