Form of Award Agreement under the Long-Term Incentive Plan of the Company



 Exhibit 10.1 
 IMPORTANT - ACTION REQUIRED: In order for your FY11 stock awards to become effective, you must use the voting button at the top of this email, click on “I agree to the award
terms & conditions” and reply by 28 February 2011. Failure to respond by this date will result in forfeiture of your award. 
  

 
  

Company Confidential Communication to: «First_name» «Last_name» 
 I would like to take this opportunity to thank you for your commitment to the Company both in the past and most importantly looking forward. You play an important role in the future performance of our
Company. 
 One of the priorities of our management compensation program is to provide you with the opportunity to share in the long-term
success of Air Products. As a result, I am pleased to present your 2011 stock awards under the Company’s Long-Term Incentive Plan. These awards make up the long-term component of your total pay package and link your personal wealth to the
performance of the Company. 
 Your 2011 awards are valued at $<Tot Value> and include: 

 

	•	 	 A Nonstatutory Stock Option to purchase «Stock_Option» shares of Common Stock at a purchase price of $86.39 per share, which is the
1 December 2010 closing sale price of a share of Common Stock, valued at $«SO Value»; and 


  

	•	 	 An award of «RSUs» 4-Year Restricted Stock Units valued at $«RSU Value», each Unit being equivalent in value to
one share of Common Stock; and 


  

	•	 	 «Perf_Share» Deferred Stock Units with a three year performance period valued at $<PS Value>, each Unit (a
“Performance Share”) being equivalent in value to one share of Common Stock. 


 Further details regarding
your Awards and the value calculation factors can be found on the FY11 Equity Grant Statement which is included for your reference at the end of this document. 
 Thank you again for your dedication and on-going contributions to Air Products. 
 Your 2011 Awards
are subject to and contingent upon your agreement to the attached conditions described in Exhibit A. Please read these conditions carefully, particularly the descriptions of “Prohibited Activities”. This letter, together with its Exhibits,
constitutes the agreement governing your 2011 Awards (“Awards Agreement”). Your 2011 Awards are also at all times subject to the applicable provisions of the Long-Term Incentive Plan (the “Plan”) and to any determinations made by
the Committee (or its delegate) with respect to your 2011 Awards as contemplated or permitted by the Plan or the Conditions. 
 Neither your
2011 Awards, this Awards Agreement or the Plan constitute a contract of employment; nor do they guarantee your continued employment for any period required for all or any of your 2011 Awards to vest, become exercisable, be earned or be paid out.
Except as otherwise indicated all capitalized words used in this Awards Agreement have the meanings described in the Plan. 







 WITNESSETH the due execution of this Awards Agreement at Allentown, Pennsylvania effective as of the
1st day of December 2010 intending to be legally bound
hereby. 
  

			
	AIR PRODUCTS AND CHEMICALS, INC.
		
	By:	 	




		 	 John E. McGlade



 Exhibits 







 EXHIBIT A 
 2011 AWARDS UNDER THE PLAN ARE SUBJECT TO THE FOLLOWING CONDITIONS: 
 In
the event the Company determines, in its sole discretion, that you have engaged in a “Prohibited Activity” (as defined below), at any time during your employment, or within one year after termination of your employment from the Company or
any Subsidiary, the Company may forfeit, cancel, modify, rescind, suspend, withhold, or otherwise limit or restrict any unexpired, unpaid or unexercised Awards outstanding under the Plan, and any exercise, payment or delivery of an Award or shares
of Company Common Stock pursuant to an Award may be rescinded within six months after such exercise, payment or delivery. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a
result of the exercise, payment or delivery, in such manner and on such terms as may be required by the Company, and the Company shall be entitled to set off against the amount of any such gain or payment any amount owed to you by the Company or any
Subsidiary. 
 The Prohibited Activities are: 
  

	 	(a)	Nondisparagement – making any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company or any Subsidiary or
affiliate thereof (hereinafter, the “Company”), including but not limited to negative references to the Company or its products, services, corporate policies, current or former officers or employees, customers, suppliers, or business
partners or associates; 

  

	 	(b)	No Publicity – publishing any opinion, fact, or material; delivering any lecture or address; participating in the making of any film, radio broadcast, television
transmission, internet postings, social media, and any other electronic media; or communicating with any representative of the media relating to confidential matters regarding the business or affairs of the Company; 


 

	 	(c)	Nondisclosure of Trade Secrets – failure to hold in confidence all Trade Secrets of the Company that came into your knowledge during your employment by the
Company, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term “Trade Secret” means any technical or nontechnical data, formula, pattern, compilation, program, device, method, technique, drawing,
process, financial data, financial plan, product plan, list of actual or potential customers or suppliers, or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally
known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;


  

	 	(d)	Nondisclosure of Confidential Information – failure to hold in confidence all Confidential Information of the Company that came into your knowledge during your
employment by the Company, or disclosing, publishing, or making use of such Confidential Information, where the term “Confidential Information” means any data or information, other than Trade Secrets, that is valuable to the Company and
not generally known to the public or to competitors of the Company; 








  

	 	(e)	Return of Materials – your failure, in the event of your termination of employment for any reason, promptly to deliver to the Company all memoranda, notes,
records, manuals, or other documents, including all electronic or other copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding the Company’s
business, whether made or compiled by you or furnished to you by virtue of your employment with the Company; or your failure promptly to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office
equipment, and other property furnished to you by virtue of your employment with the Company; 

  

	 	(f)	Noncompete and Nonsolicitation – rendering services for any organization as an employee, officer, director, consultant, advisor, agent, broker, independent
contractor, principal, or partner, or engaging directly or indirectly in any business which, in the sole judgment of the Company, is or becomes competitive with the Company during the one (1) year period following the termination of your
employment; or directly or indirectly soliciting any customer, supplier, contractor, employee, agent, or consultant of the Company with whom you had contact during the last two years of your employment with the Company or became aware of through
your employment with the Company, to cease doing business with, or to terminate their employment or business relationship with, the Company; or 

  

	 	(g)	Violation of Company Policies – violating any written policies of the Company applicable to you, including, without limitation, the Company’s insider trading
policy. 

 The above provisions of this Exhibit are in addition to, and shall not supersede, the terms of your
Employee Patent and Confidential Information Agreement entered at the time you were employed by the Company. 
 Notwithstanding
any other provisions of your Award Agreement, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement, the Company may recover from you any amounts or
awards which it is required to recover under Section 10D of the Securities Exchange Act of 1934. 
 You expressly
acknowledge and affirm that the foregoing provisions of this Exhibit are material and important terms of your Award and that your agreement to be bound by the terms of this paragraph is a condition precedent to your FY2011 Award. 

All determinations regarding the interpretation, construction, enforcement, waiver, or modification of this Exhibit and/or the Plan shall
be made in the Company’s sole discretion and shall be final and binding on you and the Company. Determinations made under this Exhibit and the Plan need not be uniform and may be made selectively among individuals, whether or not such
individuals are similarly situated. 
 If any of the terms of this Agreement in the opinion of the Company conflict or are
inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations. 

You understand and acknowledge that the Company holds certain personal information about you, including but not limited to your name,
home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all Shares awarded, cancelled, vested, unvested, or outstanding (the “personal data”). Certain personal data may also
constitute “sensitive 







 
personal data” within the meaning of applicable local law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and
financial data about you. You hereby provide explicit consent to the Company and any Subsidiary to process any such personal data and sensitive personal data. You also hereby provide explicit consent to the Company and any Subsidiary to transfer any
such personal data and sensitive personal data outside the country in which you are employed, and to the United States. The legal persons for whom such personal data are intended are the Company and any third party providing services to the Company
in connection with the administration of the Plan. 
 By accepting this award, you acknowledge having received and read the Plan
Prospectus, and you consent to receiving information and materials in connection with this Award or any subsequent awards under the Company’s long-term performance plans, including without limitation any prospectuses and plan documents, by any
means of electronic delivery available now and/or in the future (including without limitation by e-mail, by Website access, and/or by facsimile), such consent to remain in effect unless and until revoked in writing by you. This Agreement and the
Plan, which is incorporated herein by reference, constitute the entire agreement between you and the Company regarding the terms and conditions of this Award. 
 You submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth of Pennsylvania to resolve all issues that may arise out of or relate to and all determinations made
under this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts or choice of law rules or principles. 
 If any court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect
the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 







 EXHIBIT B 
 NONSTATUTORY STOCK OPTIONS 
 Exercisability and Expiration. Each Option entitles you
to purchase one share of Company Common Stock (“Share”) at a purchase price of $86.39 (the “Grant Price”) as described below. You can first purchase Shares as follows: (i) up to one-third of the Shares may be purchased on or
after 1 December 2011 and (ii) up to an additional one-third of such Shares may be purchased on or after 1 December 2012 and 2013, respectively. The Options are granted as of 1 December 2010 and will continue for a period of ten
(10) years from such grant date and will expire and no longer be exercisable after the close of the New York Stock Exchange on 1 December 2020. Any Option which is unexercised as of the close of the New York Stock Exchange on
1 December 2020 and which has not terminated in accordance with termination conditions of this Agreement, will be settled by a Net Exercise whereby the Company will issue you shares of Common Stock equal to the number of shares covered by the
Option, reduced by the number of whole shares that has a Fair Market Value equal to or in excess of the sum of the aggregate Grant Price of the Options and the minimum statutory withholding tax obligation arising from the Net Exercise of the
Options, and shall remit any excess of the Fair Market Value of such shares to you. 
 How to Exercise. You may purchase Shares covered
by an Option by providing to the Company’s agent, Fidelity Stock Plan Services, LLC or any successor thereto (“Fidelity”), notice of exercise of the Option in a form designated by Fidelity and the Grant Price of the Shares. Payment of
the Grant Price and applicable taxes may be made in cash or by providing an irrevocable exercise notice coupled with irrevocable instructions to Fidelity to simultaneously sell the Shares and deliver to the Company on the settlement date the portion
of the proceeds representing the Grant Price and any taxes to be withheld. Payment of the Grant Price may also be made by delivery or attestation of ownership of other Shares of Common Stock owned by you with a Fair Market Value equal to the Grant
Price, in which case the number of Shares acquired in the exercise will be reduced by an amount equal in value to the amount of any taxes required to be withheld and by the number of Shares as to which ownership was attested. 

In the event of a Change in Control, the Options shall become exercisable on the later of the Change in Control or 1 June 2011. In the event of any
other change in the outstanding shares of the Common Stock of the Company or the occurrence of certain other events described in Section 12 of the Plan, an equitable adjustment shall be made in the number or kind of Shares or the Grant Price
for Shares covered by your Options. 
 Termination of Stock Options at End of Employment. Your Options terminate as of the close of
business on the last day of your employment with the Company and all its Subsidiaries, unless your employment ends due to your death, Disability, or Retirement on or after 30 November 2011. Upon your, death, Disability, or Retirement on or
after 30 November 2011, your Options will not terminate and any unexercisable portion of the Options will be extended until its expiration (that is, will become and be exercisable) as if you have continued to be an active employee of the
Company or a Subsidiary. Notwithstanding the above, if your employment with the Company or a Subsidiary is involuntarily terminated by the Company on or after 30 November 2011 due to action necessitated by business conditions, including, but
not limited to, job eliminations, workforce reductions, divestitures of facilities, assets or businesses, sale by the Company of a Subsidiary, or plant closing, your exercisable Options will not be immediately terminated but will continue to be
exercisable in accordance with their terms for six months following your last day of employment with the Company or a Subsidiary, and shall terminate at the end of such six month period. 







 Assignment and Transfer. Options are nonassignable and nontransferable except to your Designated
Beneficiary, by will or the laws of descent and distribution, or by gift to family members or to trusts of which only family members are beneficiaries. Such transfers by gift can be made only after the Option has become exercisable and subject to
such administrative procedures and to such restrictions and conditions as the officers of the Company shall determine to be consistent with the purposes of the Plan and the interests of the Company and/or to be necessary or appropriate for
compliance with all applicable tax and other legal requirements. Subject to the foregoing, you may transfer Options by gift only by delivering to the Company at its principal offices in Allentown, Pennsylvania, written notice of the intent to
transfer the Options on forms to be provided by the Company. 







 EXHIBIT C 
 RESTRICTED STOCK UNITS 
 Grant of Restricted Stock Units. Restricted Stock Units
(“Units”) are granted to you subject to the forfeiture conditions described below and the terms of the Air Products and Chemicals, Inc. Long-Term Incentive Plan as amended and restated on 28 January 2010 and as amended from time to
time thereafter (the “Plan”). All capitalized terms have the meaning ascribed to them in the Plan unless otherwise noted. The Units are “Deferred Stock Units” as described in Section 9 of the Plan. The Deferral Period for
Units begins on 1 December 2010 and ends on the earliest of 1 December 2014 or your death on or after 30 November 2011. 

Payment of Restricted Stock Units. Each Unit granted to you represents the value of one share of Company Common Stock. Subject to the
forfeiture conditions below, each Unit will entitle you to receive, following the end of the Deferral Period, a payment equal to the value of one share of Common Stock. Payment in respect of the Units will be delivered in shares of Common Stock or
cash as determined by the Committee or its delegate; provided that applicable taxes will be withheld by reducing the number of shares delivered by an amount equal in market value to the taxes required to be withheld. 

No cash dividends or other amounts shall be payable with respect to the Units during the Deferral Period. At the end of the Deferral Period, however, the
Company will pay to you, for each Unit that has not been forfeited, an additional cash payment equal to the dividends that would have been paid on a share of Common Stock during the Deferral Period (“Dividend Equivalents”), net of
applicable taxes. 
 If your employment by the Company or a Subsidiary terminates due to death, payment in respect of Units that are not
forfeited and of related Dividend Equivalents shall be made to your Designated Beneficiary or, if none, your legal representative. 

Conditions of Forfeiture. If your employment by the Company and all of its Subsidiaries is terminated for any reason prior to 30 November
2011, the Units will be forfeited in their entirety, except as required by law or determined by the Committee. On or after 30 November 2011, if your employment by the Company and all of its Subsidiaries is terminated prior to the end of the
Deferral Period for any reason other than your death, Disability or Retirement, the Units will be forfeited in their entirety. 

Adjustments. In the event of any change in the outstanding shares of Common Stock of the Company or the occurrence of certain other events as
described in Section 12 of the Plan, an equitable adjustment of the number of Units covered by this Agreement shall be made as provided in the Plan. 







 EXHIBIT D 
 PERFORMANCE SHARES 
 Performance Shares. Performance Shares are granted to you
subject to the forfeiture conditions described below and the terms of the Air Products and Chemicals, Inc. Long-Term Incentive Plan as amended and restated on 28 January 2010 and as amended from time to time thereafter (the “Plan”).
The Performance Shares are “Deferred Stock Units” as described in Section 9 of the Plan. 
 Payment of Deferred Stock
Units. The Performance Shares granted to you will be earned in accordance with the formula indicated on the attached Earn Out Schedule corresponding to the level of average Earnings Per Share Growth and spread of Return on Capital Employed over
the Company’s cost of capital achieved for the three fiscal year performance period beginning 1 October 2010 and ending 30 September 2013 (the “Performance Period”). Subject to the forfeiture and termination conditions
described below, each earned Performance Share will entitle you to receive, at the end of the Deferral Period, one Share. The Deferral Period will begin on the date of this Agreement and will end on 30 November 2013. 

Performance Shares earned and not forfeited shall be paid, reduced by the number of Shares equal in market value to any applicable taxes, as soon as
administratively practical after the end of the Deferral Period, in Shares. No cash dividends or other amounts shall be payable with respect to the Performance Shares during the Deferral Period. At the end of the Deferral Period, for each earned and
nonforfeited Performance Share, the Company will also pay to you a cash payment equal to the dividends which would have been paid on a Share during the Deferral Period (“Dividend Equivalents”), net of applicable taxes. 

If your employment by the Company or a Subsidiary terminates during the Deferral Period due to death, payment in respect of earned Performance Shares
that are not forfeited and of related Dividend Equivalents shall be made, as soon as practical after the Deferral Period, to your Designated Beneficiary or, if none, your legal representative, net of applicable taxes. 

In the event of any change in the outstanding Shares of Common Stock of the Company or the occurrence of certain other events as described in
Section 12 of the Plan, an equitable adjustment of the number of Performance Shares covered by this Agreement shall be made as provided in the Plan. 
 Conditions of Forfeiture. If your employment by the Company and all its affiliates is terminated for any reason prior to 30 November 2011, all your Performance Shares will be automatically
forfeited in their entirety. If your employment by the Company and all its affiliates terminates on or after 30 November 2011, but during the Deferral Period, other than due to death, Disability, or Retirement, you will forfeit all of your
Performance Shares. If your employment by the Company and all its affiliates is terminated on or after 30 November 2011, but during the Deferral Period, due to death, Disability, or Retirement, you will forfeit a pro-rata portion of your earned
Performance Shares which portion in each case shall be based on the number of full months you worked during the Performance Period. 

Notwithstanding the above, in the event the Company completes an acquisition of all the outstanding shares of common stock of Airgas, Inc. prior to
30 September 2012, the Company may, in the Committee’s sole discretion, modify the terms of the Performance Shares, including the Earn Out Schedule, or may cancel the Performance Shares; provided that, no such modification or cancellation
shall be effective unless the Performance Shares as modified in the event of modification, or alternative compensation awards in the event of cancellation, provide a compensation opportunity of equal or greater value to the modified or cancelled
Performance Shares, which opportunity is subject to performance 







 
conditions of no greater difficulty to achieve, and payable no later than two and one-half months after the end of the Deferral Period. In the event the Performance Shares are modified, the
modified Performance Shares shall meet the requirements for the short-term deferral exemption from Internal Revenue Code Section 409A. 

Notwithstanding anything to the contrary above, any Performance Shares earned or paid and any related Dividend Equivalents paid to you may be rescinded
within three years of their payment in the event: the earning of such Performance Shares is predicated upon the achievement of financial results that are subsequently the subject of a restatement; the Committee determines in its sole discretion that
you engaged in misconduct that caused or partially caused the need for the restatement; and the Performance Shares would not have been earned or a lesser amount of Performance Shares would have been earned based upon the restated financial results.
In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of any rescinded payment, in such manner and on such terms as may be required, and the Company shall be entitled to
reduce the amount of any amount owed to you by the Company or any Subsidiary by such gain or payment. 
 Notwithstanding any other provisions of
this Agreement, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement, the Company may recover from you any amounts or awards which it is required to
recover under Section 10D of the Securities Exchange Act of 1934. 







 2011 Performance Share Earnout Schedule 

 

	
	 (PERFORMANCE SHARES AWARDED) x
(PAYOUT FACTOR) =
 (PERFORMANCE SHARES EARNED)


 The Payout Factor is determined as follows: 
  

																	
	 33%

    EPS Growth    
 Factor
	  	+	  		 	
67%

    ROCE Spread    
 Factor
	  	 	=	  	  				 	 Payout

    Factor*    



* The Payout Factor will be increased by 15 percentage points to determine the maximum payout. The Committee, in its discretion may
decrease the actual Payout Factor by up to 30 percentage points from the maximum payout (15 percentage points from the calculated Payout Factor). 
 The EPS Growth and ROCE Spread Factors are determined from the following schedules: 
  

									
	EPS Growth(1)	 	
EPS

Growth Factor
	  	 	 	
ROCE Spread

(ROCE over

Cost of Capital)
(2)
	 	 ROCE
 Spread Factor

	 -10%
	 	0%	  		 	<0%	 	0%
	 0%
	 	35%	  		 	0%	 	50%
	 4%
	 	50%	  		 	+3%	 	100%
	 7%
	 	80%	  		 	+5%	 	200%
	 9%
	 	100%	  		 	 	 	 
	 10%
	 	120%	  		 	 	 	 
	 11%
	 	130%	  		 	 	 	 
	 13%
	 	160%	  		 	 	 	 
	 15%
	 	180%	  		 	 	 	 
	 16%
	 	200%	  		 	 	 	 

  

	(1)	EPS growth is the average of annual growth in earnings per share over the prior year for each of fiscal years 2011, 2012, and 2013. 


	(2)	ROCE spread is the average of the difference between the Company’s Return on Capital Employed and cost of capital for each of fiscal years 2011, 2012, and 2013.









 Long-Term Incentive Plan 

FY11 Equity Grant Statement 
 «First_name» «Last_name» 
 2011 Equity Award Value:
$«Tot Value» 
  

									
	  	    	    Total    

Award
Value	  	
    Stock Option    

Value

(50%)
	    	
RSU

    Value    
 (25%)
	  	    
Performance    
Share Value
(25%)
	 	 	 	 	 
	 Award Value
	    	$<Tot
Value>	  	$<SO Value>	    	$<RSU
Value>	  	$<PS Value>
	 	 	 	 	 
	 Award Value per Unit
	    	 	  	$21.60	    	$86.39	  	$86.39
	 	 	 	 	 
	 Number of Units
	    	 	  	<Stock_Option>	    	<RSU>	  	<Perf_Share>


 
  
 FY11 Award Value - Calculation Criteria 
  

			
	 2011 Share
Price
	  	$86.39    
	 Stock Option Conversion
Value
	  	25.0%    
	 Restricted Stock Unit Conversion
Value
	  	100%    
	
Performance Share Conversion Value
	  	100%