Why has Air Products entered into these retention agreements?

Air Products entered into these agreements to ensure the stability and continuity of its senior management team during a critical period, specifically the company's search for a new CEO and the transition that will follow.

Who are the officers covered by these retention agreements?

The officers covered by these retention agreements are M. Scott Crocco (Senior Vice President and Chief Financial Officer), Stephen J. Jones (Senior Vice President and General Manager – Tonnage Gases, Equipment and Energy and China President), and John D. Stanley (Senior Vice President, General Counsel, and Chief Administrative Officer).

What is the financial incentive for these officers?

Each officer is eligible to receive a one-time cash retention payment of $1 million. This payment is contingent upon continued employment through December 1, 2015, or specific circumstances like involuntary termination without cause or voluntary termination for good reason.

What are the conditions under which the retention bonus would still be paid?

The $1 million retention bonus would be paid if the officer is involuntarily terminated without 'Cause' (as defined in the agreement, e.g., misconduct, failure to perform duties) during the retention period, or if the officer voluntarily resigns for 'Good Reason' (as defined, e.g., material adverse change in position, significant decrease in salary or incentive compensation).

APD 8-K: Leadership Changes

Summary

This 8-K filing by Air Products & Chemicals, Inc. (APD) reports on the execution of key employee retention agreements with three senior officers: M. Scott Crocco (CFO), Stephen J. Jones (SVP, GM – Tonnage Gases, Equipment and Energy and China President), and John D. Stanley (SVP, General Counsel, and Chief Administrative Officer). These agreements were put in place to ensure management stability during the company's ongoing search for a new CEO and the subsequent transition period. The retention period for these agreements extends from January 10, 2014, to December 1, 2015. Each officer is eligible to receive a one-time cash retention payment of $1 million, contingent upon continued employment through the retention period, or in cases of involuntary termination without cause or voluntary termination for good reason. These provisions are designed to incentivize key leadership to remain with the company through a critical leadership change.

Key Highlights

1Air Products & Chemicals (APD) has entered into retention agreements with key senior officers, including the CFO, to ensure management continuity.
2The retention period for these agreements is from January 10, 2014, through December 1, 2015.
3Each of the three covered officers is eligible for a $1 million cash retention bonus.
4The bonus is payable if the officer remains employed through the retention period.
5Provisions are included for bonus payment upon involuntary termination without 'Cause' or voluntary termination for 'Good Reason' during the retention period.
6These agreements aim to provide stability during the company's search for and transition to a new Chief Executive Officer.

Air Products & Chemicals, Inc. 8-K Report, Executive Changes (Jan 15, 2014)

Summary

Key Highlights

Frequently Asked Questions