for Nonemployee Directors
a. Each director shall be paid an annual retainer of $50,000 for serving as a member of the Board of Directors
and any Board Committee(s), which retainer shall be payable in quarterly installments at the end of each
quarter. Fifty percent of this retainer will be paid by the Company in the form of a credit to the directors’ Air
Products Stock Account and converted to deferred stock units under the Deferred Compensation Program
b. Each director who serves as the Chairman of a Board Committee shall be paid an additional annual retainer of
$10,000, which retainer shall be payable in quarterly installments.
c. Each director shall be paid a meeting fee of $1,500 per meeting attended. * /
d. Deferred stock units with a targeted dollar value of $100,000 shall be credited to each director’s Air Products
Stock Account under the Deferred Compensation Program for Directors (i) effective as of the date the
director first serves on the Board, and (ii) annually, notwithstanding the date of first service, for directors
continuing in office after the Annual Meeting of Shareholders, effective as of the day of the Annual Meeting.
The number of units to be credited will be determined based on the Fair Market Value of a share of common
stock of the Company as determined under the Program on the date credited, rounded up to the nearest
whole share unit.
e. Directors shall be reimbursed for out-of-pocket expenses incurred in attending regular and special meetings of
the Board and Board Committees and any other business function of the Company at the request of the
Chairman of the Board. Expenses will be reimbursed as submitted. ** /
* / For purposes of administering these provisions, a director will be considered to have attended any meeting
for which he or she was present in person or by secure telephone conference call for substantially all of the
meeting, as determined by the Corporate Secret