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.21 Stock Incentive Program

This is an actual contract by AIR Products & Chemicals.
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Sectors: Chemicals
Effective Date: October 01, 1996
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October 1, 1996


AIR PRODUCTS AND CHEMICALS, INC.
STOCK INCENTIVE PROGRAM


1. Purposes of the Program


The purposes of this Program are to recognize and reward outstanding performance of, and/or to build loyalty and incent the continued service of, certain employees of Air Products and Chemicals, Inc. (the "Company") and Participating Subsidiaries who have high potential for assuming greater levels of responsibility and/or who have demonstrated their critical importance to the operation of their organizational unit.


2. Administration of the Program


The Program shall be administered by the Vice President - Human Resources of the Company (the "Administrator").


The Administrator shall have all necessary powers to administer and interpret the Program, such powers to include exclusive authority (within the limitations described in the Program) to select the employees to whom Stock Awards will be awarded under the Program, to determine the type and number of Stock Awards to be awarded to each Participant selected and to determine when awards will be made. In order to assist in selecting employees and determining the type, size and timing of awards to be given to each employee selected, the Administrator may take into consideration recommendations from the appropriate officers of the Company and of each Participating Subsidiary.


The Administrator shall have full power and authority to adopt such rules, regulations, agreements and instruments for the administration of the Program and for the conduct of Program business as the Administrator deems necessary or advisable. The Administrator's interpretations of the Program, and all action taken and determinations made by the Administrator pursuant to the powers vested in it hereunder, shall be conclusive and binding on all parties concerned, including the Company, its shareholders and any employee of the Company or any Subsidiary.


3. Grant and Form of Awards


Awards may be granted from time to time under the Program to such eligible full-time employees as the Administrator shall select. Awards shall be granted in the form of deferred stock units ("Deferred Stock Units"), or such other form of award as the Administrator shall from time to time approve which involves Company common stock ("Common Stock"), or any other equity security that relates to or derives its value in reference to Common Stock (collectively, "Stock Awards").


Deferred Stock Units shall be evidenced by a Deferred Stock Units agreement, which shall contain in substance the following terms and conditions:


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(a) Number, Value and Manner of payment of Deferred Stock Units. The agreement shall specify the number of Deferred Stock Units to which it pertains, each of which shall be equivalent in value to one share of Common Stock. Each Deferred Stock Unit shall entitle the Participant to receive from the Company at the end of the Deferral Period applicable to such Unit, without payment of cash or other consideration to the Company but in consideration of services performed for or for the benefit of the Company or a Participating Subsidiary by such Participant, the value at such time of each Unit. Payment of the value of such awards may be made in shares of Common Stock, cash or both as determined by the Administrator from time to time. If paid in Common Stock, the Participant shall receive a number of shares of Common Stock equal to the number of matured or earned Deferred Stock Units, and if paid in cash, the Participant shall receive for each matured Deferred Stock Unit an amount equal to the Fair Market Value of a share of Common Stock on the last day of the applicable Deferral Period (except as otherwise provided in Section 9). Upon payment in respect of a Deferred Stock Unit, such Unit shall be cancelled.


(b) Deferral Period. Except as otherwise provided in Section 6, payments in respect of Deferred Stock Units shall be made only at the end of the Deferral Period applicable to such Units, the duration of which Deferral Period shall be fixed by the Administrator at the time of grant of such Deferred Stock Units (the "Deferral Period"). Deferral Periods shall be no less than two years.


4. Awards Under the Program


The number of shares of Common Stock available for awards under the Program shall be the number appropriate for accomplishing the purposes of the Program as determined by the Chairman of the Board of Directors (the "Chairman") from time to time.


5. Eligibility for Participation


Participants in the Program shall be selected by the Administrator from full-time employees of the Company and Participating Subsidiaries in positions at salary grades no higher than 117 (or equivalent) who have high potential for assuming greater levels of responsibility or who have demonstrated their critical importance to the operation of their organizational unit. The term "employee" shall mean any person employed by the Company or a Participating Subsidiary on a salaried basis. Employees who participate in other incentive or benefit plans of the Company or any Participating Subsidiary may also participate in this Program.


6. Restrictions


Deferred Stock Units shall be subject to the following conditions and restrictions:


(a) If during a Deferral Period a Participant's full-time employment with the Company or a Subsidiary is terminated for any reason other than Retirement, Disability or death, such Participant shall forfeit his or her Deferred Stock Units which would have matured or been earned at the end of such Deferral Period, unless the Administrator determines in his discretion


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that such Deferred Stock Units should be paid at the end of such Deferral Period or, notwithstanding any other provision of the Program, on some accelerated basis.


(b) Unless otherwise specified by the Administrator in the applicable Deferred Stock Units agreement, a Participant whose full-time employment with the Company or a Subsidiary terminates during a Deferral Period due to Retirement or Disability or, in the case of his or her death before or after Retirement or Disability, such Participant's Designated Beneficiary or, if none, his or her legal representative, shall receive payment in respect of such Participant's Deferred Stock Units which would have matured or been earned at the end of such Deferral Period, at such time and in such manner as if the Participant were still employed (and living) at the end of the Deferral Period or, notwithstanding any other provision of the Program, on such accelerated basis as the Administrator may determine.


7. Dividends


No cash dividends o
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