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Corporate Executive Committe Separation Porgram, As Amended And Restated

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Exhibit 10.2 AIR PRODUCTS AND CHEMICALS, INC.
CORPORATE EXECUTIVE COMMITTEE
SEPARATION PROGRAM As Amended and Restated Effective as of January 1, 2008


ARTICLE IPURPOSE AND TERM OF PLAN Section 1.01 Purpose . Air Products and Chemicals, Inc. hereby establishes the Air Products and Chemicals, Inc. Corporate Executive Committee Separation Program (the " Plan" ) for the purpose of facilitating the planned separations of Covered Executives (as defined below) and providing severance benefits to a Covered Executive. Section 1.02 Term of the Plan . The Plan, as set forth herein, was originally effective July 17, 2003. This amendment and restatement of the Plan shall be effective January 1, 2008 (the " Effective Date" ). The Plan will continue until such time as the Committee (as defined below) acting in its sole discretion, elects to modify, supersede or terminate the Plan in accordance with, and subject to, the provisions of Article V.ARTICLE IIDEFINITIONS Section 2.01 " Administrator" shall mean the Committee or, to the extent the Committee delegates its powers in accordance with Section 4.01, its delegate with respect to matters so delegated. Section 2.02 " Air Products" shall mean Air Products and Chemicals, Inc. Section 2.03 " Annual Incentive Plan" shall mean the Air Products and Chemicals, Inc. Annual Incentive Plan and/or any similar, successor or substitute short-term bonus plan, program or pay practice. Section 2.04 " Benefit" or " Benefits" shall mean any or all of the benefits that a Covered Executive is entitled to receive pursuant to Sections 3.02, 3.03 and 3.04 of the Plan. Section 2.05 " Board" means the Board of Directors of Air Products. Section 2.06 " Bonus" shall mean 100% of the target bonus for a Covered Executive, determined as of the Covered Executive' s Employment Termination Date under the grant guidelines for the Annual Incentive Plan or similar successor or substitute annual incentive plan or program. Section 2.07 " Cause" shall mean (a) the willful failure of an Executive to substantially perform his or her duties (other than any such failure due to Disability), after a demand for substantial performance is delivered, which demand shall identify the manner in which the Company believes that the Covered Executive has not substantially performed his duties, (b) a Covered Executive' s engaging in willful and serious misconduct that has caused or would reasonably be expected to result in material injury to the Company or any of its affiliates, (c) a Covered Executive' s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony, (d) a Covered Executive' s engaging (i) in repeated acts of insubordination

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or (ii) an act of dishonesty, or (e) violation by the Covered Executive of any provision of Company' s Code of Conduct. Section 2.08 " CEO" shall mean the Chief Executive Officer of Air Products, or a former chief executive officer of Air Products whose removal from such position constituted Good Reason. Section 2.09 " Change in Control" shall be as defined under the Company' s standard change in control agreement for senior executives or, if applicable, the change in control agreement that is in effect for a Covered Executive at the time of the Change in Control. Section 2.10 " Committee" shall mean the Management Development and Compensation Committee of the Air Products Board of Directors, or such other person or persons appointed by the Board of Directors of the Company, to act on behalf of the Company with respect to the Plan as provided in the Plan. Section 2.11 " Company" shall mean Air Products and any of its wholly or majority owned subsidiaries and affiliates. The term " Company" shall include any successor to Air Products such as a corporation succeeding to the business of Air Products or any subsidiary, by merger, consolidation or liquidation, or purchase of assets or stock or similar transaction. Section 2.12 " Covered Executive" shall mean (a) the CEO and (b) each individual who serves as a member of the Company' s Corporate Executive Committee. Section 2.13 " Disability" shall be as defined under the Company' s long-term disability plan. Section 2.14 " Employment Termination Date" shall mean the date on which a Covered Executive incurs a Termination of Employment. Section 2.15 " ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. Section 2.16 " Good Reason" shall mean the occurrence of any of the following without a Covered Executive' s consent: (a) A material adverse change in the Covered Executive' s position or office with the Company, or a material diminution in the Covered Executive' s duties, reporting responsibilities and authority with the Company, or an assignment to the Covered Executive of duties or responsibilities, which are materially inconsistent with the Covered Executive' s status or position with the Company; provided that , any of the foregoing in connection with termination of a Covered Executive' s employment for Cause, Retirement or Disability shall not constitute Good Reason. (b) Reduction of the Covered Executive' s Salary or failure by the Company to pay, in substantially equal installments conforming with the Company' s normal pay practices, the Covered Executive' s Salary; provided , however , that the Company may reduce a Covered Executive' s Salary if such reduction is no less favorable to the Covered Executive than the

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average annual percentage reduction during the applicable Fiscal Year for all Highly Compensated Employees; provided further that the Company may adjust its normal payroll practices with respect to the payment of a Covered Executive' s Salary provided that such adjustment is applicable to all Highly Compensated Employees. (c) A material reduction in a covered Executive' s annual incentive opportunities under the Annual Incentive Plan without a corresponding increase in other incentive compensation payable by the Company; provided , however , that the Company may reduce a Covered Executive' s annual incentive opportunities under the Annual Incentive Plan if such reduction is on a basis no less favorable to the Covered Executive than the basis upon which the Company reduces the annual incentive opportunities payable to all Highly Compensated Employees during the applicable Fiscal Year; (d) A material reduction in a Covered Executive' s aggregate Company provided benefits under the Company' s employee pension benefit, life insurance, medical, dental, health and accident, disability, severance and paid vacation plans, programs and practices; provided however that the Company may reduce or adjust the aggregate benefits payable to a Covered Executive if such reduction is on a basis no less favorable to the Covered Executive than the basis on which the Company reduces aggregate benefits payable with respect to Highly Compensated Employees. (e) A requirement by the Company that a Covered Executive relocate his or her principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control.Notwithstanding anything to the contrary contained herein, a Covered Executive' s termination of employment wll not be treated as for Good Reason as the result of the occurrence of any event specified in the foregoing clauses (a) through (f) (each such event, a " Good Reason Event" ) unless, within 90 days following the occurrence of such event, the Covered Executive provides written notice to the Company of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The Company will have 30 days from the receipt of such notice within which to cure such event (such period, the " Cure Period" ). If, during the Cure Period, such event is remedied, the Covered Executive will not be permitted to terminate his or her employment for Good Reason. If, at the end of the Cure Period, the Good Reason Event has not been remedied, a Covered Executive' s voluntary termination will be treated as for Good Reason during the 90-day period that follows the end of the Cure Period. If a Covered Executive does not terminate employment during such 90-day period, the Covered Executive will not be permitted to terminate employment and receive the payments and benefits set forth under this Agreement as a result of such Good Reason Event. Section 2.17 " Highly Compensated Employee" shall mean the highest paid one percent of employees of the Company together with all corporations, partnerships, trusts, or other entities controlling, controlled by, or under common control with, the Company. Section 2.18 " Long-Term Incentive Plan" shall mean the Air Products and Chemicals, Inc. Long-Term Incentive Plan, approved by Air Products' shareholders most recently on

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26 January 2006, together with all predecessor and similar successor or substitute intermediate and/or long-term incentive compensation plan or program. Section 2.19 " Pension Plans" shall mean, the Air Products and Chemicals, Inc. Pension Plan for Salaried Employees, as amended from time to time together with any similar, succeeding or substitute plan, and the Supplementary Pension Plan of Air Products and Chemicals, Inc. as amended from time to time, together with any similar, succeeding or substitute plan, and any private annuity or pension agreement between the Covered Executive and the Company. Section 2.20 " Plan" shall mean the Air Products and Chemicals, Inc. Corporate Executive Committee Separation Program, as set forth herein, and as the same may from time to time be amended. Section 2.21 " Retirement Savings Plan" shall mean the Air Products and Chemicals, Inc. Retirement Savings Plan, as amended from time to time, together with any similar, succeeding or substitute plan. Section 2.22 " Plan Year" shall mean each period commencing on October 1 during which the Plan is in effect and ending on the subsequent September 30. Section 2.23 " Salary" shall mean an amount equal to the annual rate of a Covered Executive' s base salary payable to the Covered Executive in all capacities with the Company and its Subsidiaries or affiliates for the Plan Year in which a Covered Executive' s Employment Termination Date occurs. Section 2.24 " Savings Plans" shall mean the Air Products and Chemicals, Inc. Retirement Savings Plan, as amended from time to time, together with any similar, succeeding or substitute plan, and the Air Products and Chemicals, Inc. Deferred Compensation Plan, as amended from time to time, together with any similar, succeeding or substitute plan. Section 2.25 " Section 409A" shall mean Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time. Section 2.26 " Termination of Employment" shall mean termination of the active employment relationship between a Covered Executive and the Company (a) by the Company for reasons other than the Covered Executive' s death, Disability, retirement after attaining age 65 or Cause or (b) by the Covered Executive for Good Reason.ARTICLE IIIENTITLEMENT TO AND DESCRIPTION OF BENEFITS Section 3.01 Earned Salary; Accrued Vacation . Upon a Covered Executive' s Termination of Employment, the Company shall pay to the Covered Executive, as soon as practicable but no later than 30 days after the Covered Executive' s Employment Termination Date, the Covered Executive' s (i) Salary, to the extent earned but unpaid as of the Employment

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Termination Date, and (ii) vacation pay accrued through the Employment Termination Date. The Covered Executive shall also be entitled to business expenses incurred but unreimbursed as of the Employment Termination Date, earned but unpaid bonuses, and other benefits accrued under the Company' s benefit plans as of the Employment Termination Date; provided that such amounts shall be paid to the Covered Executive in accordance with the applicable Company plan, program or policy. Section 3.02 Cash Benefits . Upon a Covered Executive' s Termination of Employment and the Covered Executive' s satisfaction of the conditions specified in Section 3.05 of the Plan, the Covered Executive shall be entitled to receive the following Benefits, as well as the Benefits specified in Sections 3.03 and 3.04: (a) A lump sum cash payment equal to one times (in the case of the CEO, two times ) the sum of the Covered Executive' s Salary plus Bonus. (b) A lump sum cash payment equal to the Covered Executive' s Bonus for the Plan Year in which the Employment Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days in the current Plan Year through the Covered Executive' s Employment Termination Date, and the denominator of which is 365. (c) (i) If the Covered Executive is a participant in the Pension Plans and not a Core Contribution Participant under the Retirement Savings Plan, a lump sum cash payment equal to the sum of (A) the difference between the actuarial present values as of the Employment Termination Date of the Covered Executive' s accrued vested pension benefits under the Pension Plans and those pension benefits calculated by adding one year (in the case of the CEO, two years) of service to the actual service credited under such plans for benefit accrual and vesting purposes, and (B) the actuarial present value as of the Employment Termination Date of any early retirement subsidy available under the Pension Plans, for which the Covered Executive is not eligible due to termination before satisfying age and service requirements for such subsidy, the value of such subsidy to be calculated on the Covered Executive' s benefit with the one additional year (in the case of the CEO, two additional years) of credited service. For purposes of determining present values in calculating the pension payment, it shall be assumed that the Covered Executive' s benefit will commence in the form of a straight life annuity on the later of the Employment Termination Date or the date on which the Covered Executive could retire and commence a benefit under the Pension Plans without reduction for commencement before the normal retirement date under such Pension Plans were the Covered Executive employed by the Company on such date. The interest rate used for such purposes shall be the average of the average monthly yields for municipal bonds published monthly by Moodys Investors' Service Inc. for the three months immediately preceding the Covered Executive' s Employment Termination Date. For purposes of determining actuarial present values in calculating the pension payment, life expectancy assumptions most frequently used by the Pension Plan' s actuaries for other purposes shall be used. The calculation of the pension payment described in this subparagraph shall be made by a nationally recognized firm of enrolled actuaries acceptable to the Covered Executive and the Company. The Company shall pay the reasonable fees and expenses of such actuarial firm. The calculation made by such actuarial firm shall be binding on the Covered Executive and the Company.

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(ii) If the Covered Executive is a Core Contribution Participant in the Retirement Savings Plan, a lump sum cash payment (in lieu of the payment described in clause (i) above) equal to the Company Core Contributions and Core Credits (as defined in the Savings Plans) that the Covered Executive would have received under the Savings Plans during the one-year period (in the case of the CEO, two-year period) following the Employment Termination Date assuming that (A) the Covered Executive remained actively employed by the Company during such period, (B) the Covered Executive' s Salary continued at the higher of the rate in effect on the Employment Termination Date or the rate in effect immediately prior to any purported reduction in the Covered Executive' s Salary constituting Good Reason and (C) the Covered Executive' s Annual Incentive Plan awards were equal in amount to the higher of the most recent award received prior to the Employment Termination Date and the average of the awards available to the Covered Executive under the Annual Incentive Plan during and/or for each of the three immediately Fiscal Years; provided that the amount payable to the Covered Executive under this clause (C) shall in no event include any Company matching contributions or credits on such Company Core Contributions or Core Credits. Section 3.03 Non-Cash Benefits . In addition to the Benefits provided under Section 3.02, a Covered Executive shall receive and, subject to the Covered Executive' s satisfaction of the conditions specified in Section 3.05 of the Plan, shall be permitted to retain, the following additional benefits: (a) Following a Covered Executive' s Employment Termination Date, the Company will provide to the Covered Executive and the Covered Executive' s dependents for one year (in the case of the CEO, two years) following the Covered Executive' s Employment Termination Date, benefits equivalent to those provided by the Company under all life insurance, medical, dental, health and accident, long term disability, long term care plans or programs in which the Covered Executive was participating on the Covered Executive' s Termination Date or, in the event of a reduction in such benefits constituting Good Reason, equivalent to those provided immediately before such reduction; provided that such benefits will not be provided beyond the period of time during which they would have been provided to the Covered Executive under such plans or programs, as in effect on the Covered Executive' s Employment Termination Date or immediately before a reduction constituting Good Reason, had the Covered Executive not had a Termination of Employment and such benefits will be provided for at least the period during which they would have been provided to Covered Executive had this Plan not been in effect. In the event of the Covered Executive' s death during such one-year period (in the case of the CEO, two-year period), benefits in respect of the Covered Executive or to the Covered Executive' s beneficiaries will be provided in accordance with the terms of such plans or programs as if the Covered Executive were actively employed by the Company on the date of deathof the Company. Any continuation of benefits pursuant to this subparagraph shall not run concurrent with any continuation rights provided pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (" COBRA" ), and for purposes of applying COBRA with respect to the Covered Executive' s coverage under any group health plan, the end of coverage under this subparagraph shall be deemed to be the date of a qualifying event resulting from the termination of a Covered Executive. Except as specifically permitted by Section 409A, the coverage provided to a Covered Executive during any calendar year will not (i) affect the coverage to be provided to the Covered Executive in any other calendar year or (ii) be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, the

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cost of continued coverage pursuant to this Section 3.03(a) shall be shared by the Covered Executive and the Company in the same proportion and on the same terms as such costs were shared by the Covered Executive and the Company prior to the Employment Termination Date or the proportion and terms in effect immediately prior to any purported change constituting Good Reason. (b) Outplacement assistance at times and locations that are convenient to the Covered Executive; provided that such outplacement services will be provided for a period of no more than 12 months following the Employment Termination Date. Section 3.04 Long-Term Incentive Plan Benefits . In addition to the Benefits paya
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