AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the Amendment) is made, entered and effective as of this 21st day of May 2020 (the Effective Date), by and between Air Products and Chemicals, Inc. (together with its affiliates and subsidiaries, the Company), and Seifollah Ghasemi (the Executive).
W I T N E S E T H:
WHEREAS, the Company and the Executive entered into an Amended and Restated Employment Agreement effective as of October 1, 2017 (the Employment Agreement); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement to extend the Term (as defined in the Employment Agreement) so that the Term shall continue until September 30, 2025, rather than ending on September 30, 2022.
NOW, THEREFORE, in accordance with Section 21 of the Employment Agreement, the Company and the Executive hereby agree as follows, effective as of the Effective Date:
1. Section 1(aa) of the Employment Agreement (Definitions) is amended to provide in its entirety as follows: Term is the period from the Start Date through September 30, 2025.
2. Section 3 of the Employment Agreement (Term) is amended to provide in its entirety as follows:
The employment of the Executive by the Company as provided in this Agreement shall continue until September 30, 2025 (the Term), unless earlier terminated in accordance with the terms of Section 12 of this Agreement.
3. Section 12(d) of the Employment Agreement (Termination by the Company without Cause or Resignation by the Executive for Good Reason) shall be amended so that the proviso at the end of subsection (i) reads in its entirety as follows:
provided, however, if the date of termination occurs after September 30, 2023, the two years of salary and bonus payable to the Executive under the Separation Program shall be multiplied by a fraction, the numerator of which shall be the number of days from the last day of employment until September 30, 2025, and the denominator of which shall be 731, and shall not be payable if the last day of employment is on or after September 30, 2025;
In all other respects, the Employment Agreement shall remain unchanged. In accordance with Section 21 of the Employment Agreement, the Companys agreement to this Amendment is subject to the consent of the Companys Board of Directors.