|
Exhibit 10.11
(a)
| |
|
|
|
MANAGEMENT DEVELOPMENT AND
|
|
|
|
COMPENSATION COMMITTEE
|
|
18 MAY 2006
|
RESOLUTIONS
AMENDING
ANNUAL INCENTIVE PLAN
WHEREAS, Section 9 of the Air
Products and Chemicals, Inc. Annual Incentive Plan authorizes the
Committee to amend the Plan; and
WHEREAS, it has been recommended
that the Committee adopt amendments to the Plan to ensure
compliance with new federal tax rules applicable to deferred
compensation ("Code Section 409A") and in connection with the
Company’s outsourcing of plan administration functions;
including specifically an amendment to provide that deferred
payment awards granted under the plan will be accounted for and
paid under the terms of the Air Products and Chemicals, Inc.
Deferred Compensation Plan.
NOW, THEREFORE, BE IT RESOLVED,
that Section 5 of the Plan is amended, effective for awards
made on or after 1 October 2006 and for deferred payment
awards outstanding as of 1 October 2006, to read as
follows:
5. FORM AND PAYMENT OF AWARDS
(a) Subject to the provisions of this paragraph 5 relating
to deferred payment awards, awards for a particular Fiscal Year
shall be distributed as soon as feasible in cash or shares of
Common Stock or both and, once announced by or for the Committee to
the Participant, shall not be subject to forfeiture for any reason,
whether or not payable immediately or as a deferred payment award;
provided, however, that any award for a Fiscal Year will be
paid to the Participant only if the Participant is employed by the
Company or a Participating Subsidiary on the last day of the Fiscal
Year, except as otherwise permitted by paragraph 3.
(b) At the discretion of the Committee, or the election of
the Participant as permitted by paragraph 5(c), payment of all or a
portion of an award to any
| 
