EX-10.17.C






Exhibit 10.17(c)




AMENDMENT TO THE

AIR PRODUCTS AND CHEMICALS, INC. LONG-TERM INCENTIVE

PLAN,

as amended and restated effective January 26, 2006 (the “Plan”).




     WHEREAS the Management Development and Compensation Committee of the Board of Directors (the
“Board”) of Air Products and Chemicals, Inc. (the “Company”), has recommended that it is in the
best interests of the Company and the Plan’s present and future participants to revise and clarify
the provisions thereunder relating to (i) the treatment of Awards upon the occurrence of a Change
in Control as defined therein and (ii) the timing of payment of certain Awards; and



     WHEREAS capitalized terms used in this Amendment and not otherwise defined shall have the
meanings set forth in the Plan or in the applicable Award Agreement thereunder.



     NOW, THEREFORE, BE IT RESOLVED THAT, effective January 1, 2008, the Plan is hereby amended as
follows:



     1. Section 9(c) of the Plan is hereby amended by adding to the end of clause (i) thereunder
the following sub-clause (C):



     “(c) Notwithstanding the provisions of sub-clauses (A) and (B), no payment in respect of
Deferred Stock Units will be made on an accelerated basis if such accelerated payment would result
in the Participant becoming subject to taxes or penalties under Code Section 409A.”



     2. Section 9(d) of the Plan is hereby amended by adding the following clause to the end
thereof:



     “; provided that payments in respect of Deferred Stock Units that constitute
deferred compensation under Code Section 409A shall be made in compliance with Code Section 409A.”



     3. Section 11 of the Plan is hereby replaced in its entirety with the following:



     “11. Change in Control



     Following or in connection with the occurrence of a Change in Control, the following shall or
may occur as specified below, notwithstanding any other provisions of this Plan to the contrary:



 









 





     (a) Acceleration and Exercisability of Stock Options and Stock Appreciation Rights;
Amount of Cash and/or Number of Shares for Stock Appreciation Rights. All Stock Options and
Stock Appreciation Rights shall automatically (and without any action by the Administrator) become
immediately exercisable in full for the period of their remaining terms; provided,
however, that the acceleration of the exercisability of any Stock Option or Stock
Appreciation Right that has not been outstanding for a period of at least six months from its
respective date of grant shall occur on the first day following the end of such six-month period.



     (b) Cash Surrender of Stock Options and Stock Appreciation Rights. Notwithstanding
Section 11(a), all or a portion of outstanding Stock Options or Stock Appreciation Rights may, at
the discretion of the Board or Committee, be required to be surrendered by the holder thereof for
cancellation in exchange for a cash payment for each such Stock Option or Stock Appreciation Right.
The cash payment received for each share subject to the Stock Option or Stock Appreciation Right
shall be 100% of the amount, if any, by which the Change in Control Price exceeds the per share
strike price of such Stock Option or Stock Appreciation Right (as applicable). Any such payment
shall be made as soon as practicable but no later than 30 days after the Change in Control.



     (c) Reduction in Accordance with Plan. The number of shares covered by Stock Options
and Stock Appreciation Rights will be reduced on a one-for-one basis to the extent related Stock
Options or Stock Appreciation Rights are exercised, or surrendered for cancellation in exchange for
a cash payment, as the case may be, under this Section 11.



     (d) Lapse of Restrictions on Restricted Shares. Unless the applicable Award
agreement or an amendment thereto shall otherwise provide, all restrictions applicable to an
outstanding award of Restricted Shares shall lapse immediately upon the occurrence of a Change in
Control regardless of the scheduled lapse of such restrictions; provided that all
or a portion of such Restricted Shares may, at the discretion of the Board or Committee, be
required to be surrendered by the holder thereof for cancellation in exchange for a cash payment
for each such Restricted Share equal to 100% of the Change in Control Price. Such payment shall be
made as soon as practicable but no later than 30 days after the Change in Control.



     (e) Accelerated Payment of Deferred Stock Units. Unless the applicable Award
agreement or amendment thereto shall provide otherwise, all outstanding Deferred Stock Units,
together with any Dividend Equivalents for the period for which such Deferred Stock Units have been
outstanding, shall become fully vested and shall be paid in full



 









 







notwithstanding that the Deferral Periods as to such Deferred Stock Units have not been
completed. Such payment shall be in Common Stock (or, at the discretion of the Board or Committee,
in cash equal to the Change in Control Price multiplied by the number of Deferred
Stock Units in respect of which the payment is being made) and shall be made as soon as practicable
but no later than 30 days after the Change in Control; provided that all unearned Deferred
Stock Unit Awards conditioned on the satisfaction of performance conditions shall vest in an amount
determined by multiplying (A) the number of shares or units that would have been earned under the
Award at a target level of performance by (B) a fraction, the numerator of which is the number of
full months that shall have elapsed since the beginning of the applicable performance period and
the denominator of which shall be the number of full months in such performance period.
Notwithstanding the above, payments in respect of Deferred Stock Units that are subject to the
requirements under Code Section 409A will be made in accordance with the applicable Award
Agreement.”



     4. Section 12 of the Plan is hereby amended by adding the following to the end thereof:



     “Notwithstanding the foregoing sentence or any other provision of this Plan to the contrary
(but subject to the requirements under Code Section 409A), the Board or Committee may, upon the
occurrence of a corporate change under this Section 12 or a Change in Control (i) make provision
for a cash payment to the holder of an outstanding Award in consideration for the cancellation of
such Award (including, in the case of outstanding Stock Options or Stock Appreciation Rights, a
cash payment to the holder of such Stock Options or Stock Appreciation Rights in the amount equal
to the excess, if any, of the Change in Control Price with respect to the Common Stock subject to
such Stock Options or Stock Appreciation Rights over the aggregate exercise price of such Stock
Options or Stock Appreciation Rights), (ii) cancel and terminate any Stock Options or Stock
Appreciation Rights having a per share exercise price equal to, or in excess of, the Fair Market
Value of a share of Common Stock subject to such Stock Options or Stock Appreciation Rights without
any payment or consideration therfor or (iii) make provision for a cash payment to the holder of an
outstanding Award in consideration for cancellation of such Award equal to the value of such Award
(such value to be determined by the Committee in its sole discretion based on appropriate valuation
models).”



     5. Section 14 of the Plan is hereby amended by adding the following definition of “Change in
Control Price” after the definition of “Change in Control” and before the definition of “Code”:



 









 





     “Change in Control Price” shall mean the highest tender or exchange offer price paid or to be
paid for Common Stock pursuant to the offer associated with the Change in Control (such price to be
determined by the Administrator from such source or sources of information as it shall determine
including, without limitation, the Schedule 13D or an amendment thereto filed by the offeror
pursuant to Rule 13d-1 under the Act), or the price paid or to be paid for Common Stock under an
agreement associated with the Change in Control, as the case may be.”



     RESOLVED FURTHER, that the proper officers of the Company be, and they each hereby are,
authorized and empowered, in the name and on behalf of the Company, to make, execute, and deliver
such instruments, documents, and certificates and to do and perform such other acts and things as
may be necessary or appropriate to carry out the intent and accomplish the purposes of these
Resolutions, including without limitation, to make such additional revisions, if any, to the Plan
as may be required, in their discretion and upon advice of counsel to the Company, for compliance
with Section 409A of the Internal Revenue Code or other applicable law.



	 	 	 	 	 
	 

	 	 	 	APCI BOARD OF DIRECTORS

24 January 2008