EX-10.24



 





Exhibit
10.24








Compensation Program

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 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.	 	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
Secretary. Members of the Audit Committee who participate with management and/or the
independent auditors to review such things as quarterly earnings releases and registration
statements as required by law or listing standard will also receive the meeting fee.
Directors who meet with a constituent or other third party on behalf of the Company and at the
request of the Chief Executive Officer will also receive the meeting fee.
	 
	**/	 	 Directors are reimbursed at the rate of $.485 per mile or such rate as is
published by the Internal Revenue Service for use of their personal cars in connection with
Company business. Directors using personal aircraft or private carrier will be




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	 	 	reimbursed for
such expenses at a rate equivalent to first-class air fare of scheduled carriers.




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AIR PRODUCTS AND CHEMICALS, INC.

NON-EMPLOYEE DIRECTORS

EXPENSE REPORT




	 	 	 
	EVENT(S) AND DATE(S)

	 	                                                                                                                                            
	 
	 	 
	COMMERCIAL AIRFARE

(Attach Ticket)

	 	                                                                                                                                            
	 
	 	 
	HOTEL ACCOMMODATIONS

	 	                                                                                                                                            
	 
	 	 
	MEALS

	 	                                                                                                                                            
	 
	 	 
	MILEAGE

	 	                                                                                                                                            
	 
	 	 
	CHAUFFEUR SERVICE

	 	                                                                                                                                            
	 
	 	 
	TELEPHONE TOLLS

	 	                                                                                                                                            
	 
	 	 
	MISCELLANEOUS

(Please Specify)

	 	                                                                                                                                            
	 
	 TOTAL

	 	                                                                                                                                            






	 	 	 	 	 
	 

	 	 	 	                                                                                
Signature / Date
	 
	 	 	 	 
	 

	 	 	 	                                                                                
Address





Please submit this form with attached receipts to Diane L. Geist, Assistant Corporate Secretary




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