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.22 Employee Stock Option Award

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AIR PRODUCTS'
EMPLOYEE STOCK OPTION AWARD
("AWARD")


These Terms and Conditions govern the stock options awarded to Air Products employees as of 1 October 1999 ("Options"). Additional capitalized words are defined in Section 4.


1. Options


1.1 Grants. Each Eligible Employee is granted an Option to purchase 100 shares of Common Stock from the Company.


1.2 Grant Date. The date of grant of the Option is 1 October 1999.


1.3 Option Price. Shares of Common Stock can be purchased under an Option at the price of US $??.?? per share.


1.4 Option Term. Each Option that has not been Exercised or terminated shall expire at midnight Eastern Standard Time on 1 October 2009.


1.5 Exercisability. Except as provided below, Options may be Exercised beginning on 1 October 2002 until the expiration of the Option term.


1.6 Method of Exercise. The Company will employ an outside service firm to handle all Option administration. That firm will provide employees with specific instructions on how to exercise their Options and with a description of the various


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forms of exercise permitted. This information will be provided in a separate communication prior to the date, 1 October 2002, that the Options become exercisable.


1.7 Options Non-Transferable. No Option may be sold, assigned, pledged or otherwise transferred by an Eligible Employee during his or her lifetime. During an Eligible Employee's lifetime, only the Eligible Employee, or, in the case of incompetency, his or her guardian or legal representative, may exercise his or her Option.


1.8 Death or Retirement. If an Eligible Employee's employment by the Company or an Affiliated Organization terminates due to his or her death or Retirement, his or her Option, if unexercised, will not be terminated and may be Exercised for the remainder of the Option term, but no sooner than 1 October 2002, by the former Employee or, in the event of death, his or her Beneficiary.


1.9 Other Terminations.


(a) Involuntary Termination. If an Eligible Employee's employment by
the Company and all Affiliated Organizations is involuntarily terminated
due to Company action necessitated by business conditions, including, but
not limited to, job eliminations, workforce reductions, divestitures, sale
by the Company of an Affiliated Organization and plant closings, the former
Employee's Option, if unexercised, will not be terminated immediately. The
Option may be Exercised after his or her termination during the six months
following 1 October 2002 or the former Employee's last day of employment,
whichever is later.


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If an Eligible Employee's employment by the Employer is involuntarily
terminated for any reason other than Company action described above,
his or her Option will be terminated as of [the close of business on]
his or her last day of employment.


(b) Voluntary Terminations. If an Eligible Employee's employment by
the Employer and all Affiliated Organizations is terminated voluntarily by
the Employee for any reason except Retirement, his or her Option shall be
terminated as of [the close of business on] his or her last day of
employment.


(c) Determination of Cause for Termination. The Vice President - Human
Resources shall determine, in his or her sole discretion, the reason for
termination of an Eligible Employee's employment.


1.10 Long-Term Disability. If an Eligible Employee's employment with the Company and all Affiliated Organizations becomes inactive due to his or her Long-Term Disability, his or her Option, if unexercised, shall not be terminated and may be Exercised for the remainder of the Option term, but no sooner than 1 October 2002; provided, however, that such a disabled Employee's Option shall be terminated upon cessation of the Long-Term Disability, unless he or she returns to active employment as an Employee with the Company or an Affiliated Organization, or is involuntarily terminated.


1.11 Leaves of Absence; SEP Program. If an Eligible Employee's employment status becomes classified as inactive due to a leave of absence or changes to Supplemental Employee Program (SEP), his or her Option, if


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unexercised, may not be Exercised until such time as he or she returns to active employment as an Employee, and in no event earlier than 1 October 2002 nor later than 1 October 2009.


1.12 Lay Offs. If an Eligible Employee is laid off, his or her Option, if unexercised, may not be Exercised until such time as he or she returns to active employment as an Employee, and in no event earlier than 1 October 2002 nor later than 1 October 2009.


1.13 In the event that an Eligible Employee with an outstanding Option dies, retires, or develops a permanent and total disability while their ability to Exercise is suspended because their employment classification is Layoff, Leave of Absence, or Supplemental Employment Program (SEP), then that individual or their Beneficiary will be permitted a time period to Exercise their Option not to exceed six (6) months from the later of their death, development of the disability or Retirement and October 1, 2002, and extending not later than 1 October 2009.


1.14 Foreign Residents. The Vice President - Human Resources shall have authority to determine, adjust and modify the terms and conditions of Options for Eligible Employees working outside the United States to fulfill the purposes of the Award. Without limiting the foregoing, the Vice President - Human Resources may make deviations from or additions to these Terms and Conditions if necessary or advisable to comply with, or obtain favorable treatment for Participants or the Employer under laws in other countries in which the Employer operates or has employees, including, without limitation, granting other incentive awards in lieu of Options. All references in these Terms and Conditions to Options and Exercise shall also refer, respectively, to any such other incentive awards and to delivery or


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payment of any such other incentive awards unless the context clearly requires otherwise. Nothing contained herein shall require the Award to be adjusted or administered in a manner qualifyi
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