Exhibit 10.1
10
December 2004
«Name»
«Addr1»
«Addr2»
«Addr3»
«Addr4»
Long-Term Incentive Plan
- Fiscal Year 2005 Awards
Dear
«Nickname»:
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 2005 stock awards under the Company’s
Long-Term Incentive Program.
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 2005 awards include:
|
•
|
A
Nonstatutory Stock Option to purchase «Nqo_Grnt»
shares of Common Stock at a purchase price of $54.17 per share,
which is 100% of the 1 October 2004 Fair Market Value of a
share of Common Stock.
|
|
•
|
An
award of «Nqo_Grnt» Restricted Shares of Company
Common Stock issued to you as of 4 October 2004;
and
|
|
•
|
«Nqo_Grnt» Deferred Stock
Units for the Cycle 1A performance period, «Nqo_Grnt»
Deferred Stock Units for the Cycle 1B performance period, and
«Nqo_Grnt» Deferred Stock Units for the Cycle 1C
performance period, each Unit (a “ Performance Share
”) being equivalent in value to one share of common Stock
(see Exhibit D).
|
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 2005 Awards are subject to
and contingent upon your agreement to the conditions described in
Paragraph 17 of Exhibit 1 (the “Conditions”).
In order for your 2005 Awards to become effective, please
countersign this letter, make a copy for your records, and return
the original of the letter in the enclosed envelope to Jim Bell,
Manager of Compensation, by 17 January 2005 in acknowledgment
of your agreement to the Conditions.
This letter, together with its
Exhibit, constitutes the agreement governing your 2005 Awards (this
“Awards Agreement”). Your 2005 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 2005
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 2005 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 2005 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 1st day of October 2004 intending to be legally bound
hereby.
|
|
|
|
|
|
|
|
|
AIR PRODUCTS
AND CHEMICALS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
P. Jones III
|
ACKNOWLEDGED AND AGREED
this
_____ day of
____________________, 200__.
_____________________________________
«Name»
Exhibit
EXHIBIT I
AIR PRODUCTS AND CHEMICALS, INC.
LONG TERM INCENTIVE PLAN
FY2005 AWARDS AGREEMENT
|
1.
|
As
described in the foregoing grant letter, you are hereby granted
FY2005 Awards consisting of Stock Options (“Options”),
shares of Company Common Stock (“Restricted Shares”),
and Deferred Stock Units to be called “Performance
Shares” under the Air Products and Chemicals, Inc. Long Term
Incentive Plan as amended and restated on January 23, 2003
(the “Plan”). The Options are “Nonstatutory Stock
Options” as described in Section 6 of the Plan. The
Restricted Shares are described in Section 8 of the Plan. The
Deferred Stock Units are described in Section 9 of the Plan.
The Management Development and Compensation Committee of the
Company’s Board of Directors has approved these Awards
subject to the applicable provisions of the Plan and the terms of
this Agreement, and contingent upon your execution of this
Agreement. All capitalized terms used in this Agreement have the
meaning ascribed to them in the Plan.
|
|
2.
|
Each Option entitles you to purchase
one share of Common Stock (“Share”) at a purchase price
of $54.17 as described below. You can first purchase Shares as
follows: (i) up to one-third of the Shares may be purchased on
or after 1 October 2005 and (ii) up to an additional
one-third of such Shares may be purchased on or after 1
October 2006 and 2007, respectively. The Options cannot be
exercised with respect to fractional Shares, and, accordingly, the
number of Shares will be rounded down to the nearest Share on the
first two of the foregoing dates and up to the nearest Share on the
third such date to eliminate fractional Shares. The Options were
granted on 1 October 2004 and will continue for a period of
ten (10) years and one day from such grant date and will
expire and no longer be exercisable on 2
October 2014.
|
|
3.
|
You
may purchase Shares by delivering to the Company, at its principal
offices in Allentown, Pennsylvania, written notice of exercise of
the Option on forms to be provided by the Company and the full
purchase price of the Shares. Payment of the purchase price may be
made in cash, by the delivery of an irrevocable exercise notice
coupled with irrevocable instructions to a designated broker to
simultaneously sell the Shares and deliver to the Company on the
settlement date the portion of the proceeds representing the
purchase price and any taxes to be withheld, or by delivery or
attestation of ownership of other shares of Common Stock owned by
you. Payment of any taxes required to be withheld at the time of
exercise may be made in cash (including from a broker on the
settlement date) or by having the number of Shares acquired in the
exercise reduced by an amount equal in value to the amount of such
taxes required to be withheld.
|
|
4.
|
Your Options terminate as of the
close of business on the last day of your employment with the
Company or a Subsidiary, unless your employment ends due to your
death, Disability or Retirement. However, Options which have been
held for less than one year from the date of grant terminate when
employment ends for any reason. Upon your, death, Disability or
Retirement on or after 30 September 2005, any unexercisable
portion of the Options will be extended for the remaining term of
the award (that is, will become vested and be exercisable) as if
you have continued to be an active employee of the Company or a
Subsidiary.
|
|
5.
|
In
the event of a Change in Control, the Options become exercisable on
the later of the Change in Control or the first date more than six
months from grant. Further, during the 30-day period following a
Change in Control, Options may be surrendered for payment of 100%
of the “spread” between the value of the Shares (as
defined in Section 11(a)(A) of the Plan), and the purchase
price.
|
|
6.
|
Options are nonassignable and
nontransferable except to your Designated Beneficiary, by will or
by the laws of descent and distribution, or by gift to family
members or to trusts of which on
|
|
