Exhibit 10.19
TERMS AND CONDITIONS
AIR PRODUCTS’
STOCK INCENTIVE AWARD
(“AWARD”)
These Terms and Conditions govern
the stock options awarded to certain Air Products employees as of 1
October 2002 (“Options”). Additional capitalized
words are defined in Section 4.
1. OPTIONS
1.1
Grants. Options to purchase shares of Common Stock from the Company
shall be granted to such Eligible Employees as the Vice
President-Human Resources shall select. Options shall be evidenced
by an Option grant letter which shall specify the number of shares
of Common Stock, as determined by the Vice President-Human
Resources, to which it pertains and which shall be subject to these
Terms and Conditions.
1.2
Grant Date. The date of grant of the Option is 1
October 2002.
1.3
Option Price. Shares of Common Stock can be purchased under an
Option at the price of US $43.09 per share.
1.4
Option Term. Each Option that has not been Exercised or terminated
shall expire at midnight Eastern Standard Time on 1
October 2012.
1.5
Exercisability. Except as provided below, Options may be Exercised
beginning on 1 October 2005 until the expiration of the Option
term.
1.6
Method of Exercise. The Company will employ an outside service firm
to handle all Option administration. That firm will provide
employees with specific instructions on how to exercise their
Options and with a description of the various forms of exercise
permitted. This information will be provided in a separate
communication prior to the date, 1 October 2005, that the
Options become exercisable.
1.7
Options Non-Transferable. No Option may be sold, assigned, pledged
or otherwise transferred by a Participating Employee during his or
her lifetime. During a Participating Employee’s
lifetime, only the Participating
Employee, or, in the case of incompetency, his or her guardian or
legal representative, may exercise his or her Option.
1.8
Death or Retirement. If a Participating Employee’s employment
by the Company or an Affiliated Organization terminates due to his
or her death or Retirement, his or her Option, if unexercised, will
not be terminated and may be Exercised for the remainder of the
Option term, but no sooner than 1 October 2005, by the former
Employee or, in the event of death, his or her
Beneficiary.
1.9
Other Terminations.
(a) Involuntary
Termination. If a Participating Employee’s employment by the
Company and all Affiliated Organizations is involuntarily
terminated due to Company action necessitated by business
conditions, including, but not limited to, job eliminations,
workforce reductions, divestitures, sale by the Company of an
Affiliated Organization and plant closings, the former
Employee’s Option, if unexercised, will not be terminated
immediately. The Option may be Exercised after his or her
termination during the six months following 1 October 2005 or
the former Employee’s last day of employment, whichever is
later.
If a
Participating Employee’s employment by the Employer is
involuntarily terminated for any reason other than Company action
described above, his or her Option will be terminated as of the
close of business on his or her last day of employment.
(b) Voluntary
Terminations. If a Participating Employee’s employment by the
Employer and all Affiliated Organizations is terminated voluntarily
by the Employee for any reason except Retirement, his or her Option
shall be terminated as of the close of business on his or her last
day of employment.
(c) Determination
of Cause for Termination. The Vice President - Human Resources
shall determine, in his or her sole discretion, the reason for
termination of a Participating Employee’s
employment.
1.10 Long-Term
Disability. If a Participating Employee’s employment with the
Company and all Affiliated Organizations becomes inactive due to
his or her Long-Term Disability, his or her Option, if unexercised,
shall not be terminated and may be Exercised for the remainder of
the Option
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term, but no sooner than 1
October 2005; provided, however, that such a disabled former
Employee’s Option shall be terminated upon cessation of the
Long-Term Disability, unless he or she returns to active employment
as an Employee with the Company or an Affiliated Organization, or
is involuntarily terminated.
1.11 Leaves of
Absence; SEP Program. If a Participating Employee’s
employment status becomes classified as inactive due to a leave of
absence or changes to U. S. Supplemental Employee Program (SEP),
his or her Option, if unexercised, may not be Exercised until such
time as he or she returns to active employment as an Employee, and
in no event earlier than 1 October 2005 nor later than 1
October 2012.
1.12 Lay Offs. If
a Participating Employee is laid off, his or her Option, if
unexercised, may not be Exercised until such time as he or she
returns to active employment as an Employee, and in no event
earlier than 1 October 2005 nor later than 1
October 2012.
1.13 Termination
During Inactive Status. In the event that a Participating Employee
with an outstanding Option dies, retires, or develops a permanent
and total disability while their ability to Exercise is suspended
because their employment classification is Layoff, Leave of
Absence, or SEP, then that individual or their Beneficiary will be
permitted a time period to Exercise their Option not to exceed six
(6) months from the later of their death, disability or
Retirement and 1 October 2005, and extending not later than 1
October 2012.
1.14 Foreign
Residents. The Vice President — Human Resources shall have
authority to determine, adjust and modify the terms and conditions
of Options for Participating Employees working outside the United
States to fulfill the purposes of the Award. Without limiting the
foregoing, the Vice President - Human Resources may make deviations
from or additions to these Terms and Conditions if necessary or
advisable to comply with, or obtain favorable treatment for
Participants or the Employer under laws in other countries in which
the Employer operates or has employees, including, without
limitation, granting other incentive awards in lieu of Options. All
references in these Terms and Conditions to Options and Exercise
shall also refer, respectively, to any such other incentive awards
and to delivery or payment of any such other incentive awards
unless the context clearly requires otherwise. Nothing contained
herein shall require the Award to be adjusted or administered in a
manner qualifying it for preferential tax treatment in any
jurisdiction.
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2. DECISIONS AND ADMINISTRATION
2.1
General. The Award is administered by the Vice President —
Human Resources. All authority, powers and duties of the Company,
whether specifically set forth in these Terms and Conditions or
otherwise necessary to carry out the Award, are assigned to the
Vice President — Human Resources or his or her
delegate.
2.2
Decisions and Interpretation. The Vice President — Human
Resources has the right and discretionary authority to decide all
questions of eligibility for Options or right to exercise Options,
and to construe and interpret these Terms and Conditions and all
other aspects of the Award. The Vice President — Human
Resources may correct any defect, supply any omission, or reconcile
any inconsistency in these Terms and Conditions or in any other
writing pertaining to the Award in the manner and to the extent he
or she shall deem necessary to carry the Award into effect.
Interpretations and decisions made by the Vice President —
Human Resources under the Award including, without limitation,
determination of eligibility, and determination of the terms and
conditions of, and amounts payable with respect to, Options need
not be applied in a uniform manner to all Participants similarly
situated.
2.3
Procedures. As administrator of the Award, the Vice President
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