Exhibit 10.6(a)
COMPENSATION PROGRAM
FOR DIRECTORS
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RESOLVED, that the resolutions of the Board of Directors adopted at its
meeting held on 15 October 1998, be, and the same hereby are, amended, effective
as of 1 April 2000, to read in their entirety as follows:
a. Each director who is not an employee of the Company shall
be paid an annual retainer of $48,000 for serving as a member of
the Board of Directors and any Committee(s) of the Board, which
retainer shall be payable in quarterly installments. For
directors who have never been employed by the Company, 25% of
this retainer will be paid by the Company in the form of a
credit to the Air Products Stock Account of the Deferred
Compensation Plan for Directors.
b. Each director who is not an employee of the Company who
serves as the Chairman of a Committee of the Board shall be paid
an additional annual retainer of $5,000, which retainer shall be
payable in quarterly installments.
c. Directors who are not employees of the Company shall be
reimbursed for out-of-pocket expenses incurred in attending
regular and special meetings of the Board and Committees thereof
and any other business function of the Company at the request of
the Chairman of the Board. Expenses will be reimbursed as
submitted.
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d. Deferred stock units under the Air Products Stock Account of the
Deferred Compensation Plan for Directors shall be credited as
follows:
(1) Upon initial election to the Board, 1,000 deferred
stock units shall be credited to each person who has
never been employed by the Company and who is first
elected a director effective on or after 1 April 2000,
and
(2) On 1 April 2000, 350 deferred stock units, and
annually beginning in 2001, immediately following the
annual meeting of shareholders, 1,000 deferred stock
units shall be credited to each director who has never
been employed by the Company who is serving as a
director of the Company as of such date or following
such annual meeting, respectively.
APCI BOARD OF DIRECTORS
16 March 2000
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