Exhibit 10.2
AIR PRODUCTS AND CHEMICALS, INC.
LONG TERM INCENTIVE PLAN
FY2004 AWARDS AGREEMENT
l. You are hereby granted FY2004 Awards consisting of Stock Options
("Options") and shares of Company Common Stock ("Restricted 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
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 $45.53 per share 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 2004 and (ii) up to an
additional one-third of such Shares may be purchased on or after 1
October 2005 and 2006, 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
2003 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 2013.
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 are wholly unvested and which have been held for less
than one year from the date of grant terminate when employment ends for
any reason. Upon your Retirement, Disability or death on or after 30
September 2004, 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 only family members are
beneficiaries. Transfers by gift can be made only after the Option has
become exercisable and subject to such administrative procedures and to
such restrictions and conditions as the officers of the Company shall
determine to be consistent with the purposes of the Plan and the
interests of the Company and/or to be necessary or appropriate for
compliance with all applicable tax and other legal requirements.
Subject to the foregoing, you may transfer Options by gift only by
delivering to the Company at its principal offices in Allentown,
Pennsylvania, written notice of the intent to transfer the Options on
forms to be provided by the Company.
7. The Restricted Shares shall be issued to you, contingent upon your
execution of this Agreement, as of October 2, 2003. Upon issuance of
the Restricted Shares, you shall have all the rights of a shareholder
with respect to the Restricted Shares, including the right to vote such
Restricted Shares and receive all dividends or other distributions paid
with respect to the Restricted Shares, subject only to the restrictions
contained in Paragraph 8 below. In the event of any change in the
outstanding shares of Common Stock of the Company or the occurrence of
certain other events described in Section 12 of the Plan, an equitable
adjustment of the number of Restricted Shares covered by this Agreement
shall be made consistent with the impact of such change or event upon
the rights of the Company's other shareholders, and any additional
shares of Common Stock issued to you as a result of such adjustment
shall be Restricted Shares subject to this Agreement, including,
without limitation, the restrictions contained in Paragraph 8.
8. The "Restriction Period" with respect to the Restricted Shares shall be
the period beginning October 2, 2003 and ending upon the earliest of
your Retirement, Disability or death or a Change in Control of the
Company. During the Restriction Period, the Restricted Shares may not
be sold, assigned, transferred, encumbered, or otherwise disposed of by
you; provided however, that upon your exercise of Stock Options, such
Restricted Shares may be used to pay the purchase price by attestation,
with the stipulation that the Restricted Shares attested will remain
subject to the restrictions of this Paragraph 8 and the terms of this
Agreement. If your employment by the Company and all its Subsidiaries
is terminated for any reason prior to October 2, 2005, or for any
reason other than Retirement, Disability or death after October 1,
2005, the Restricted Shares shall be returned to the Company and
forfeited in their entirety; provided that, in the event of a Change in
Control of the Company, your rights to the Restricted Shares shall
become immediately transferable and nonforfeitable.
9. At the end of the Restriction Period, and, if earlier, upon your
election to include the value of the Restricted Shares in your federal
taxable income pursuant to Internal Revenue Code Section 83(b), payment
of taxes required to be withheld by the Company must be made. When
taxation occurs at the end of the Restriction Period, applicable
taxes will be withheld by reducing the number of the Restricted Shares
issued to you by an amount equal in market value to the taxes required
to be withheld. In the event you make a section 83(b) election,
applicable taxes must be paid in cash to the Company at the time the
election is filed with the Internal Revenue Service.
10. In the event your employment is terminated due to your death on or
after October 1, 2005, the Restricted Shares shall be transferred free
of restriction, net of any applicable taxes, to your Designated
Beneficiary or, if none, to your legal representative.
11. Notwithstanding the above, your FY2004 Awards are granted subject to
forfeiture for breach of the following conditions ("Conditions"):
(i) You continue to comply with the terms of your employee patent
and trade secret agreement and with all other agreements with,
and obligations and duties to, the Company and any of its
subsidiaries and affiliates (hereafter, together, the
"Company"), and refrain from conducting yourself in a manner
adversely affecting the Company;
(ii) Without limiting the generality of the foregoing, while
employed by the Company and for two years following your
separation from service with the Company for any reason, you
- Refrain from engaging in any activity in competition
with the Company, whether as an officer, director,
employee, consultant, advisor, agent, broker,
independent contractor, partner, shareholder, or
principal of any corporation, partnership,
proprietorship, firm, association, person or other
entity;
- Refrain from undertaking any employment or activity
wherein the fulfillment of your duties would call
upon you to reveal, to make judgments on, or
otherwise to use any "confidential information" of
the Company;
- Refrain from directly or indirectly, either for
yourself or for any other person, diverting or taking
away or attempting to divert or take away (or calling
on or soliciting or attempting to call on or solicit)
any of the Company's customers or patrons, including
but not limited to those upon whom you called or whom
you solicited or with whom you became acquainted
while employed by the Company; and
- Refrain from directly or indirectly or by action in
concert with others, inducing or influencing (or
seeking to induce or influence) any person who is
engaged (as an employee, agent, independent
contractor, or otherwise) by the Company to terminate
his or her employment or engagement.
If, in the Committee's sole discretion, it is determined that you have
breached any of the foregoing Conditions, after notice by registered
mail directed to your last known address, all of your outstanding
awards under the Plan, including any unexercised Options and any
Restricted Shares which are still subject to restriction will be
completely terminated.
Notwithstanding any other provisions hereof, following or in connection
with a Change in Control, the foregoing Conditions shall lapse and be
of no further force or effect.
