for Nonemployee Directors
AIR PRODUCTS AND CHEMICALS, INC.
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. Payment of this retainer may be deferred under the Deferred Compensation Program for Directors.
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. The presiding director shall receive an additional annual retainer of $15,000.
d. The nonemployee Chairman of the Board, if any, shall receive an additional fee of $50,000 for each quarterly
period of service in such role.
e. Each director shall be paid a meeting fee of $2,000 per Board or Committee meeting attended. */
f. 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.
g. 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