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Compensation Program
for Nonemployee Directors
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a.
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Each director shall be paid an
annual retainer of $50,000 for serving as a member of the Board of
Directors and any Board Committee(s), which retainer shall be
payable in quarterly installments at the end of each quarter. Fifty
percent of this retainer will be paid by the Company in the form of
a credit to the directors’ Air Products Stock Account and
converted to deferred stock units under the Deferred Compensation
Program for Directors.
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b.
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Each director who serves as the
Chairman of a Board Committee shall be paid an additional annual
retainer of $10,000, which retainer shall be payable in quarterly
installments.
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c.
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Each director shall be paid a
meeting fee of $1,500 per meeting attended.
* /
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d.
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Deferred stock units with a targeted
dollar value of $100,000 shall be credited to each director’s
Air Products Stock Account under the Deferred Compensation Program
for Directors (i) effective as of the date the director first
serves on the Board, and (ii) annually, notwithstanding the
date of first service, for directors continuing in office after the
Annual Meeting of Shareholders, effective as of the day of the
Annual Meeting. The number of units to be credited will be
determined based on the Fair Market Value of a share of
commo
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