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AMENDMENT TO THE AIR PRODUCTS
AND CHEMICALS, INC. ANNUAL
INCENTIVE PLAN
as amended and restated effective 1 October 2001
RESOLVED, it is
the policy of the Committee that the Company will, to the extent
permitted by governing law, rescind and/or require reimbursement of
any equity compensation or any annual incentive award delivered or
paid to an Executive Officer where (i) the delivery or payment
of the compensation or award is predicated upon the achievement of
certain financial results that were subsequently the subject of a
restatement; (ii) the Committee determines, in its sole
discretion, that the need for the restatement is caused in whole or
part by the misconduct of the Executive Officer; and (iii) a
lower amount of compensation would be paid or delivered to the
Officer based on the restated results; and it is further
RESOLVED, that the
foregoing policy shall be enforced, in the discretion of the
Committee, where practical and where in the best interests of the
shareholders of the Company and enforcement need not be uniform and
may be undertaken selectively among individual Executive Officers,
whether or not such Executive Officers are similarly situated; and
it is further
RESOLVED, that
Section 8 of the Air Products and Chemicals, Inc. Annual
Incentive Plan shall be amended to redesignate paragraph 8(h) as
paragraph 8(i) and the add a new paragraph 8(h) as
follows:
Notwithstanding
any other Plan provision to the contrary, the Committee may, in its
sole discre
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