EX-10.26



 





Exhibit 10.26



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. 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 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 (effective CY2007) 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 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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