Change of Control Agreement

EXHIBIT 10.15


CHANGE OF CONTROL AGREEMENT


This is a CHANGE OF CONTROL AGREEMENT ("Agreement") dated October 10, 2000, between Airgas, Inc., a Delaware corporation (the "Company"), and Glenn Fischer (the "Executive").


BACKGROUND


Executive is the current President and Chief Operating Officer of the Company. The Board of Directors of the Company (the "Board") has determined it is in the Company's best interest to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control of the Company, as will be defined below. To diminish the inevitable distraction to Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage Executive's full attention and dedication to the Company currently and in the event of any Change of Control, and to provide Executive with compensation arrangements upon a Change of Control that provide Executive financial security and that are competitive with peer corporations of the Company, the Company and Executive desire to enter into this Agreement that is in the best interests of the Company and Executive.


NOW, THEREFORE, intending to be legally bound, and in consideration of the mutual promises and representations set forth in this Agreement, the Company and Executive agree as follows:


ARTICLE I - TERM OF AGREEMENT


1.1 TERM. The term of this Agreement shall commence as of the date hereof, and shall terminate upon the earlier of (i) Executive's termination of employment with the Company for any reason, or (ii) the later of (A) date which is three years following the date on which a Change of Control, as defined in Section 2.2, occurred; or (B) the date as of which funding is required under 3.5.2 following a Standstill Agreement provided, however, that the Agreement shall remain in effect until Executive (or Executive's beneficiary if Executive is not alive) has received any and all amounts to which Executive is entitled under Article III, if any.


ARTICLE II - TERMINATION OF EXECUTIVE'S EMPLOYMENT


2.1 CHANGE OF CONTROL REQUIRED. No amounts or benefits shall be paid or become payable to Executive under this Agreement unless a Change of Control, as defined in Section 2.2, occurs.


2.2 CERTAIN DEFINITIONS. For purposes of this Agreement:


2.2.1 A "Change of Control" shall mean any one or more of the
following:


2.2.1.1 As a result of a tender offer, stock
purchase, other stock acquisition, merger, consolidation,
recapitalization, reverse split, sale or transfer of any asset
or other transaction any person or group (as such terms are
used in and under Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act")) other than the Company, any
affiliate, or any employee benefit plan of the Company or an
affiliate, shall become the beneficial owner (as defined in
Rule 13-d under the Exchange Act) directly or indirectly of
securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding
securities; providing, however, that this provision shall not
apply to Peter McCausland ("McCausland"), unless and until
McCausland, together with all affiliates and associates,
becomes the beneficial owner of 30% or more of the combined
voting power of the Company's then outstanding securities;


2.2.1.2 Stockholders approve the consummation of any
merger of the Company or any sale or other disposition of all
or substantially all of its assets, if the Company's
stockholders immediately before such transaction own,
immediately after consummation of such transaction, equity
securities (other than options and other rights to acquire
equity securities) possessing less than 50% of the voting
power of the surviving or acquiring corporation; or


2.2.1.3 A change in the majority of the individuals
who constitute the Board occurs during any period of two years
for any reason without the approval of at least a majority of
directors in office at the beginning of such period.


2.2.2 A "Potential Change of Control" shall be deemed to have
occurred if:


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2.2.2.1 The Company enters into an agreement, the
consummation of which would result in the occurrence of a
Change of Control of the Company;


2.2.2.2 Any person (including the Company) publicly
announces an intention to take or to consider taking actions
which if consummated would constitute a Change of Control of
the Company;


2.2.2.3 Any person, other than a trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, who is
or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the
combined voting power of the Company's then outstanding
securities, increases his beneficial ownership of such
securities by 5% or more of the combined voting power of the
Company's then outstanding securities on the effective date of
this Agreement; provided, that this Section 2.2.2.3 shall not
apply to an increase in ownership by McCausland; or


2.2.2.4 The Board adopts a resolution to the effect
that, for purposes of this Agreement, a "Potential Change of
Control" has occurred.


2.2.3 A "Triggering Event" means a Potential Change of Control or a Change of Control.


2.3 TERMINATION OF EXECUTIVE'S EMPLOYMENT ENTITLING EXECUTIVE TO BENEFITS. A termination of Executive's employment In Connection With a Change of Control (as hereinafter defined), for any reason set forth in this Section 2.3 shall entitle Executive to the amounts and benefits set forth in Section 3.1. Such termination shall be considered "In Connection With a Change of Control" if such termination occurs (i) within three years following a Change of Control or (ii) following a Potential Change of Control but before an actual Change of Control, provided the Potential Change of Control results in a Change of Control within one year following the Potential Change of Control.


2.3.1 VOLUNTARY TERMINATION FOR GOOD REASON. Executive may notify the Company of Executive's intention to terminate employment with the Company for Good Reason, as hereinafter defined, In Connection With a Change of Control. The Company shall have 30 days to cure the defects stated in such notice


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that would give rise to a termination for Good Reason. If the Company has not cured all such defects at the end of that 30-day period, Executive may terminate employment with the Company effective, for purposes of this Agreement, as of the date that Executive provided notice to the Company pursuant to the first sentence of this Section 2.3.1, and Executive shall be entitled to the amounts and benefits set forth in Section 3.1. For purposes of this Agreement, "Good Reason" shall mean any of the following:


2.3.1.1 Any change in Executive's total compensation
and benefits package from the Company that, in the aggregate,
materially decreases Executive's total compensation. Such
changes include, but are not limited to, a decrease in
Executive's annual base salary, a decrease in any incentive
compensation opportunity, a decrease in any material benefit
plan, program or policy in which Executive is participating at
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