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AMENDMENT TO THE
AIR PRODUCTS AND CHEMICALS, INC. LONG-TERM INCENTIVE
PLAN,
as amended and restated effective January 26, 2006 (the
“Plan”).
WHEREAS the
Management Development and Compensation Committee of the Board of
Directors (the “Board”) of Air Products and Chemicals,
Inc. (the “Company”), has recommended that it is in the
best interests of the Company and the Plan’s present and
future participants to revise and clarify the provisions thereunder
relating to (i) the treatment of Awards upon the occurrence of
a Change in Control as defined therein and (ii) the timing of
payment of certain Awards; and
WHEREAS
capitalized terms used in this Amendment and not otherwise defined
shall have the meanings set forth in the Plan or in the applicable
Award Agreement thereunder.
NOW, THEREFORE, BE
IT RESOLVED THAT, effective January 1, 2008, the Plan is
hereby amended as follows:
1. Section 9(c)
of the Plan is hereby amended by adding to the end of clause
(i) thereunder the following sub-clause (C):
“(c)
Notwithstanding the provisions of sub-clauses (A) and (B), no
payment in respect of Deferred Stock Units will be made on an
accelerated basis if such accelerated payment would result in the
Participant becoming subject to taxes or penalties under Code
Section 409A.”
2. Section 9(d)
of the Plan is hereby amended by adding the following clause to the
end thereof:
“;
provided that payments in respect of Deferred Stock
Units that constitute deferred compensation under Code
Section 409A shall be made in compliance with Code
Section 409A.”
3. Section 11
of the Plan is hereby replaced in its entirety with the
following:
Following or in
connection with the occurrence of a Change in Control, the
following shall or may occur as specified below, notwithstanding
any other provisions of this Plan to the contrary:
(a)
Acceleration and Exercisability of Stock Options and Stock
Appreciation Rights; Amount of Cash and/or Number of Shares for
Stock Appreciation Rights . All Stock Options and Stock
Appreciation Rights shall automatically (and without any action by
the Administrator) become immediately exercisable in full for the
period of their remaining terms; provided , however ,
that the acceleration of the exercisability of any Stock Option or
Stock Appreciation Right that has not been outstanding for a period
of at least six months from its respective date of grant shall
occur on the first day following the end of such six-month
period.
(b) Cash
Surrender of Stock Options and Stock Appreciation Rights .
Notwithstanding Section 11(a), all or a portion of outstanding
Stock Options or Stock Appreciation Rights may, at the discretion
of the Board or Committee, be required to be surrendered by the
holder thereof for cancellation in exchange for a cash payment for
each such Stock Option or Stock Appreciation Right. The cash
payment received for each share subject to the Stock Option or
Stock Appreciation Right shall be 100% of the amount, if any, by
which the Change in Control Price exceeds the per share
strike price of such Stock Option or Stock Appreciation Right (as
applicable). Any such payment shall be made as soon as practicable
but no later than 30 days after the Change in
Control.
(c)
Reduction in Accordance with Plan . The number of shares
covered by Stock Options and Stock Appreciation Rights will be
reduced on a one-for-one basis to the extent related Stock Options
or Stock Appreciation Right
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