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Retention/Separation Program

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Exhibit 10.22


AIR PRODUCTS AND CHEMICALS, INC.
CORPORATE EXECUTIVE COMMITTEE
RETENTION/SEPARATION PROGRAM


ARTICLE I


PURPOSE AND TERM OF PLAN


Section 1.01 Purpose. Air Products and Chemicals, Inc. hereby establishes the Air Products and Chemicals, Inc. Corporate Executive Committee Retention/Separation Program (the "Plan") for the purpose of assisting Air Products in retaining and, where appropriate, facilitating the planned separations of Covered Executives (as defined below) and, in certain cases, providing severance benefits to a Covered Executive.


Section 1.02 Term of the Plan. The Plan, as set forth herein, shall be effective July 17, 2003. The Plan will continue until such time as the Committee (as defined below) acting in its sole discretion, elects to modify, supercede or terminate the Plan in accordance with, and subject to, the provisions of Article V.


ARTICLE II


DEFINITIONS


Section 2.01 "Administrator" shall mean the CEO, who shall administer the Plan in accordance with its terms.


Section 2.02 "Air Products" shall mean Air Products and Chemicals, Inc.


Section 2.03 "Benefit" or "Benefits" shall mean any or all of the benefits that a Covered Executive is entitled to receive pursuant to Article III of the Plan.


Section 2.04 "Bonus" shall mean 100% of the midpoint target bonus for a Covered Executive's salary grade, determined as of the Covered Executive's Employment Termination Date under the grant guidelines for the Air Products Annual Incentive Plan or similar successor or substitute annual incentive plan or program. For purposes of Section 3.01(b), such Bonus shall be prorated by multiplying the amount of the Bonus 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.


Section 2.05 "CEO" shall mean the Chief Executive Officer of Air Products.


Section 2.06 "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 2.07 "Committee" shall mean the Management Development and Compensation Committee of the Air Products Board of Directors, that may act on behalf of the Company with respect to the Plan as provided in the Plan.


Section 2.08 "Company" shall mean Air Products and any Subsidiaries which have adopted the Plan with the approval of the Committee. The term "Company" shall include


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any Subsidiary which had adopted the Plan or 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 2.09 "Covered Executive" shall mean each individual who has been appointed by the CEO to serve as a member of the Corporate Executive Committee or any similar, successor group of Company-wide policy-making "executive officers" as such term is defined under the Securities Exchange Act of 1934, other than an individual who is a party to an individual employment agreement (or other individual agreement providing for severance benefits excluding an agreement that applies solely in the event of a Change in Control) with the Company approved by the Air Products Board of Directors or the Committee.


Section 2.10 "Disability" shall be as defined under the Company's long-term disability plan.


Section 2.11 "Employment Termination Date" shall mean the date specified or agreed to by the CEO in writing on which the active employment relationship between the Covered Executive and the Company is to be and in fact is terminated.


Section 2.12 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.


Section 2.13 "Long-Term Incentive Plan" shall mean the Air Products Long-Term Incentive Plan approved by Air Products' shareholders most recently on 23 January 2003, together with all predecessor and similar successor or substitute intermediate and/or long-term incentive compensation plan or program.


Section 2.14 "Plan" shall mean the Air Products and Chemicals, Inc. Corporate Executive Committee Retention/Severance Program, as set forth herein, and as the same may from time to time be amended.


Section 2.15 "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 2.16 "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 2.17 "Subsidiary" shall mean any corporation in which Air Products owns, directly or indirectly, more than 50% of the voting securities.


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ARTICLE III


ENTITLEMENT TO AND DESCRIPTION OF BENEFITS


Section 3.01 Cash Benefits. Upon a Covered Executive's Employment Termination Date and his satisfaction of the conditions specified in Section 3.03 of the Plan, the Covered Executive shall be entitled to receive the following Benefits as well as those referred to under Section 3.02: (a) a cash severance Benefit equal to the aggregate of the Covered Executive's Salary plus Bonus, (b) an amount equivalent to and in lieu of the Covered Executive's Bonus for the year in which the Employment Termination Date occurs, (c) any accrued but unpaid vacation pay, any similar unpaid items that have accrued and to which the Covered Executive has become entitled as of his Employment Termination Date, including declared but unpaid bonuses and unreimbursed employee business expenses, and (d) a stipend to cover miscellaneous transition expenses including outplacement assistance and legal fees, such stipend to be an amount determined by the Administrator, in his discretion, acting on behalf of the Company.


Section 3.02 Long-Term Incentive Plan Benefits. In addition to the Benefits payable under Section 3.01, a Covered Executive's outstanding Long-Term Incentive Plan awards shall be treated as follows:


(a) All stock options and stock appreciation rights which have been outstanding for at least one year prior to the Covered Executive's Employment Termination Date shall continue to vest in accordance with their normal vesting schedule (if not fully vested as of the Employment Termination Date) and shall remain in effect for the remainder of their stated term, as set forth in the agreements governing such awards, in each case as if the Covered Executive had continued in employment following the Employment Termination Date.


(b) All unearned performance shares or other awards with performance-based earnout or vesting shall earn out or vest consistent with the decision made by or on behalf of the Company for other senior executives for the relevant cycle and shall be paid out within 30 days of earn out or vesting.


(c) All awards, including career shares and earned-out deferred performance shares, which are subject to time-based vesting or other non-performance-based conditions, shall be paid out within 30 days of the Covered Executive's Employment Termination Date (or, if later, the end of the revocation period of the release described in Section 3.03).


Section 3.03 Conditions to Entitlement to Benefit. To be eligible to receive any Benefits under the Plan after the Covered Executive's Employment Termination Date has been set, a Covered Executive must (a) continue in his then current office and perform such duties for the Company as are typically related to the Covered Executive's position (or such other position as the CEO reasonably requests) including identifying, recruiting and/or transitioning the Covered Executive's successor, in all events performing all assigned duties in the manner reasonably directed by the CEO in his sole discretion, and cease his employment on the Employment Termination Date; (b) execute a release and discharge of the Company, in


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substantially the form attached hereto as Appendix A, from any and all claims, demands or causes of action (other than as provided in said Appendix A); and (c) execute a noncompetition, nonsolicitation, and nondisparagement agreement that extends for the two-year period following the Covered Executive's Employment Termination Date in substantially the form attached hereto as Appendix B, with such changes therein as the Administrator shall determine, in his discretion, acting on behalf of the Company. No Benefits due hereunder shall be paid to a Covered Executive who has not complied in all respects with the requirements of this Section 3.03.


Section 3.04 Method of Payment. The cash Benefits to which a Covered Executive is entitled, as determined pursuant to Section 3.01 hereof, shall be paid in a lump sum, subject to all employment and withholding taxes applicable to the type of payments made. In general, payments shall be made within 30 days after the Covered Executive's Employment Termination Date or, if later, after the expiration of any revocation period for the release signed by the Covered Executive pursuant to Section 3.03. Long-Term Incentive Plan awards, referred to in Section 3.02, will be paid in the form, and subject to applicable withholding, as provided in the respective award agreements.


Section 3.05 Death or Disability. If a Covered Executive incurs Disability or dies before the Employment Termination Date has been set, no Plan payments or other benefits will be due and owing to the Executive or, in the case of his death, to his estate or beneficiary.


If a Covered Executive incurs Disability or dies after his Employment Termination Date has been set but not attained, the Administrator shall cause any Benefits due under the Plan to be paid to the Covered Executive or, in the case of his death, to the Covered Executive's designated beneficiary or to his estate; provided, however, that if the Covered Executive dies after he has retired prior to attaining the Employment Termination Date, no Benefits shall be due and owing under the Plan to the Covered Executive's designated beneficiary, his estate, or any other person. For this purpose, "retire" means to have separated from employment and begun to receive an immediate pension benefit under a Company-sponsored defined benefit pension plan.


A Covered Executive's beneficiary designation shall be made in the manner, and at the time, prescribed by the Administrator in his sole discretion. In the absence of an effective beneficiary designation hereunder, the Covered Executive's estate shall be deemed to be the designated beneficiary.


Section 3.06 Change in Control. In the event of a Change in Control of the Company, the change in control agreement applicable to the Covered Executive shall continue in full force and effect and the Plan shall be null and void; and, if the Change in Control occurs after the Employment Termination Date has been set but before the Employment Termination Date, the change in control agreement applicable to the Covered Executive shall continue in full force and effect and the Employment Termination Date under the Plan shall be treated under the change in control agreement as the Covered Executive's "Termination Date" for other than death, "Disability" or "Cause", as such terms appearing in quotations are defined in the change in control agreement, and the Plan shall be null and void.


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ARTICLE IV


ADMINISTRATION


Section 4.01 Authority and Duties. It shall be the duty of the Administrator, on the basis of information supplied to him by the Company, to determine the entitlement of each Covered Executive to Benefits under the Plan, to calculate the amount of the cash Benefits payable to each such Covered Executive, and to determine the manner and time of payment of the Benefits consistent with the provisions hereof. The Company shall make such payments as the Administrator determines to be due to Covered Executives. The Administrator shall have the full power and authority to construe, interpret and administer the Plan, to correct deficiencies therein, and to supply omissions. All decisions, actions, and interpretations of the Administrator shall be final, binding, and conclusive upon the parties.


Section 4.02 Expenses of the Administrator. All reasonable expenses of the Administrator shall be paid or reimbursed by the Company upon proper documentation. The Company shall indemnify and defend the Administrator against personal liability for actions taken in good faith in the discharge of his duties.


Section 4.03 Actions of the Administrator. Whenever a determination is required of the Administrator under the Plan, such determination shall be made solely at the discretion of the Administrator. In addition, the exercise of discretion by the Administrator need not be uniformly applied to similarly situated Covered Executives and shall be final and binding on each Covered Executive or beneficiary(ies) to whom the determination is directed.


ARTICLE V


AMENDMENT AND TERMINATION


The Company, acting through the Committee, retains the right, at any time and from time to time, to amend, suspend, or terminate the Plan in whole or in part, for any reason, and, except as provided below, without either the consent of or the prior notification to any Covered Executive. Notwithstanding the foregoi
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