EXHIBIT A

Exhibit 10.1

IMPORTANT - ACTION REQUIRED: In order for your FY11 stock awards to become effective, you must use the voting button at the top of this email, click on “I agree to the award terms & conditions” and reply by 28 February 2011. Failure to respond by this date will result in forfeiture of your award.

Company Confidential Communication to: «First_name» «Last_name»

I would like to take this opportunity to thank you for your commitment to the Company both in the past and most importantly looking forward. You play an important role in the future performance of our Company.

One of the priorities of our management compensation program is to provide you with the opportunity to share in the long-term success of Air Products. As a result, I am pleased to present your 2011 stock awards under the Company’s Long-Term Incentive Plan. These awards make up the long-term component of your total pay package and link your personal wealth to the performance of the Company.

Your 2011 awards are valued at $<Tot Value> and include:

Further details regarding your Awards and the value calculation factors can be found on the FY11 Equity Grant Statement which is included for your reference at the end of this document.

Thank you again for your dedication and on-going contributions to Air Products.

Your 2011 Awards are subject to and contingent upon your agreement to the attached conditions described in Exhibit A. Please read these conditions carefully, particularly the descriptions of “Prohibited Activities”. This letter, together with its Exhibits, constitutes the agreement governing your 2011 Awards (“Awards Agreement”). Your 2011 Awards are also at all times subject to the applicable provisions of the Long-Term Incentive Plan (the “Plan”) and to any determinations made by the Committee (or its delegate) with respect to your 2011 Awards as contemplated or permitted by the Plan or the Conditions.

Neither your 2011 Awards, this Awards Agreement or the Plan constitute a contract of employment; nor do they guarantee your continued employment for any period required for all or any of your 2011 Awards to vest, become exercisable, be earned or be paid out. Except as otherwise indicated all capitalized words used in this Awards Agreement have the meanings described in the Plan.

WITNESSETH the due execution of this Awards Agreement at Allentown, Pennsylvania effective as of the 1^st day of December 2010 intending to be legally bound hereby.

AIR PRODUCTS AND CHEMICALS, INC.
By:
		John E. McGlade

Exhibits

EXHIBIT A

2011 AWARDS UNDER THE PLAN ARE SUBJECT TO THE FOLLOWING CONDITIONS:

In the event the Company determines, in its sole discretion, that you have engaged in a “Prohibited Activity” (as defined below), at any time during your employment, or within one year after termination of your employment from the Company or any Subsidiary, the Company may forfeit, cancel, modify, rescind, suspend, withhold, or otherwise limit or restrict any unexpired, unpaid or unexercised Awards outstanding under the Plan, and any exercise, payment or delivery of an Award or shares of Company Common Stock pursuant to an Award may be rescinded within six months after such exercise, payment or delivery. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery, in such manner and on such terms as may be required by the Company, and the Company shall be entitled to set off against the amount of any such gain or payment any amount owed to you by the Company or any Subsidiary.

The Prohibited Activities are:

The above provisions of this Exhibit are in addition to, and shall not supersede, the terms of your Employee Patent and Confidential Information Agreement entered at the time you were employed by the Company.

Notwithstanding any other provisions of your Award Agreement, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement, the Company may recover from you any amounts or awards which it is required to recover under Section 10D of the Securities Exchange Act of 1934.

You expressly acknowledge and affirm that the foregoing provisions of this Exhibit are material and important terms of your Award and that your agreement to be bound by the terms of this paragraph is a condition precedent to your FY2011 Award.

All determinations regarding the interpretation, construction, enforcement, waiver, or modification of this Exhibit and/or the Plan shall be made in the Company’s sole discretion and shall be final and binding on you and the Company. Determinations made under this Exhibit and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.

If any of the terms of this Agreement in the opinion of the Company conflict or are inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations.

You understand and acknowledge that the Company holds certain personal information about you, including but not limited to your name, home address, telephone number, date of birth, social security number, salary, nationality, job title, and details of all Shares awarded, cancelled, vested, unvested, or outstanding (the “personal data”). Certain personal data may also constitute “sensitive

personal data” within the meaning of applicable local law. Such data include but are not limited to the information provided above and any changes thereto and other appropriate personal and financial data about you. You hereby provide explicit consent to the Company and any Subsidiary to process any such personal data and sensitive personal data. You also hereby provide explicit consent to the Company and any Subsidiary to transfer any such personal data and sensitive personal data outside the country in which you are employed, and to the United States. The legal persons for whom such personal data are intended are the Company and any third party providing services to the Company in connection with the administration of the Plan.

By accepting this award, you acknowledge having received and read the Plan Prospectus, and you consent to receiving information and materials in connection with this Award or any subsequent awards under the Company’s long-term performance plans, including without limitation any prospectuses and plan documents, by any means of electronic delivery available now and/or in the future (including without limitation by e-mail, by Website access, and/or by facsimile), such consent to remain in effect unless and until revoked in writing by you. This Agreement and the Plan, which is incorporated herein by reference, constitute the entire agreement between you and the Company regarding the terms and conditions of this Award.

You submit to the exclusive jurisdiction and venue of the federal or state courts of the Commonwealth of Pennsylvania to resolve all issues that may arise out of or relate to and all determinations made under this Agreement. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts or choice of law rules or principles.

If any court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

EXHIBIT B

NONSTATUTORY STOCK OPTIONS

Exercisability and Expiration. Each Option entitles you to purchase one share of Company Common Stock (“Share”) at a purchase price of $86.39 (the “Grant Price”) as described below. You can first purchase Shares as follows: (i) up to one-third of the Shares may be purchased on or after 1 December 2011 and (ii) up to an additional one-third of such Shares may be purchased on or after 1 December 2012 and 2013, respectively. The Options are granted as of 1 December 2010 and will continue for a period of ten (10) years from such grant date and will expire and no longer be exercisable after the close of the New York Stock Exchange on 1 December 2020. Any Option which is unexercised as of the close of the New York Stock Exchange on 1 December 2020 and which has not terminated in accordance with termination conditions of this Agreement, will be settled by a Net Exercise whereby the Company will issue you shares of Common Stock equal to the number of shares covered by the Option, reduced by the number of whole shares that has a Fair Market Value equal to or in excess of the sum of the aggregate Grant Price of the Options and the minimum statutory withholding tax obligation arising from the Net Exercise of the Options, and shall remit any excess of the Fair Market Value of such shares to you.

How to Exercise. You may purchase Shares covered by an Option by providing to the Company’s agent, Fidelity Stock Plan Services, LLC or any successor thereto (“Fidelity”), notice of exercise of the Option in a form designated by Fidelity and the Grant Price of the Shares. Payment of the Grant Price and applicable taxes may be made in cash or by providing an irrevocable exercise notice coupled with irrevocable instructions to Fidelity to simultaneously sell the Shares and deliver to the Company on the settlement date the portion of the proceeds representing the Grant Price and any taxes to be withheld. Payment of the Grant Price may also be made by delivery or attestation of ownership of other Shares of Common Stock owned by you with a Fair Market Value equal to the Grant Price, in which case the number of Shares acquired in the exercise will be reduced by an amount equal in value to the amount of any taxes required to be withheld and by the number of Shares as to which ownership was attested.

In the event of a Change in Control, the Options shall become exercisable on the later of the Change in Control or 1 June 2011. In the event of any other change in the outstanding shares of the Common Stock of the Company or the occurrence of certain other events described in Section 12 of the Plan, an equitable adjustment shall be made in the number or kind of Shares or the Grant Price for Shares covered by your Options.

Termination of Stock Options at End of Employment. Your Options terminate as of the close of business on the last day of your employment with the Company and all its Subsidiaries, unless your employment ends due to your death, Disability, or Retirement on or after 30 November 2011. Upon your, death, Disability, or Retirement on or after 30 November 2011, your Options will not terminate and any unexercisable portion of the Options will be extended until its expiration (that is, will become and be exercisable) as if you have continued to be an active employee of the Company or a Subsidiary. Notwithstanding the above, if your employment with the Company or a Subsidiary is involuntarily terminated by the Company on or after 30 November 2011 due to action necessitated by business conditions, including, but not limited to, job eliminations, workforce reductions, divestitures of facilities, assets or businesses, sale by the Company of a Subsidiary, or plant closing, your exercisable Options will not be immediately terminated but will continue to be exercisable in accordance with their terms for six months following your last day of employment with the Company or a Subsidiary, and shall terminate at the end of such six month period.

Assignment and Transfer. Options are nonassignable and nontransferable except to your Designated Beneficiary, by will or the laws of descent and distribution, or by gift to family members or to trusts of which only family members are beneficiaries. Such transfers by gift can be made only after the Option has become exercisable and subject to such administrative procedures and to such restrictions and conditions as the officers of the Company shall determine to be consistent with the purposes of the Plan and the interests of the Company and/or to be necessary or appropriate for compliance with all applicable tax and other legal requirements. Subject to the foregoing, you may transfer Options by gift only by delivering to the Company at its principal offices in Allentown, Pennsylvania, written notice of the intent to transfer the Options on forms to be provided by the Company.

EXHIBIT C

RESTRICTED STOCK UNITS

Grant of Restricted Stock Units. Restricted Stock Units (“Units”) are granted to you subject to the forfeiture conditions described below and the terms of the Air Products and Chemicals, Inc. Long-Term Incentive Plan as amended and restated on 28 January 2010 and as amended from time to time thereafter (the “Plan”). All capitalized terms have the meaning ascribed to them in the Plan unless otherwise noted. The Units are “Deferred Stock Units” as described in Section 9 of the Plan. The Deferral Period for Units begins on 1 December 2010 and ends on the earliest of 1 December 2014 or your death on or after 30 November 2011.

Payment of Restricted Stock Units. Each Unit granted to you represents the value of one share of Company Common Stock. Subject to the forfeiture conditions below, each Unit will entitle you to receive, following the end of the Deferral Period, a payment equal to the value of one share of Common Stock. Payment in respect of the Units will be delivered in shares of Common Stock or cash as determined by the Committee or its delegate; provided that applicable taxes will be withheld by reducing the number of shares delivered by an amount equal in market value to the taxes required to be withheld.

No cash dividends or other amounts shall be payable with respect to the Units during the Deferral Period. At the end of the Deferral Period, however, the Company will pay to you, for each Unit that has not been forfeited, an additional cash payment equal to the dividends that would have been paid on a share of Common Stock during the Deferral Period (“Dividend Equivalents”), net of applicable taxes.

If your employment by the Company or a Subsidiary terminates due to death, payment in respect of Units that are not forfeited and of related Dividend Equivalents shall be made to your Designated Beneficiary or, if none, your legal representative.

Conditions of Forfeiture. If your employment by the Company and all of its Subsidiaries is terminated for any reason prior to 30 November 2011, the Units will be forfeited in their entirety, except as required by law or determined by the Committee. On or after 30 November 2011, if your employment by the Company and all of its Subsidiaries is terminated prior to the end of the Deferral Period for any reason other than your death, Disability or Retirement, the Units will be forfeited in their entirety.

Adjustments. In the event of any change in the outstanding shares of Common Stock of the Company or the occurrence of certain other events as described in Section 12 of the Plan, an equitable adjustment of the number of Units covered by this Agreement shall be made as provided in the Plan.

EXHIBIT D

PERFORMANCE SHARES

Performance Shares. Performance Shares are granted to you subject to the forfeiture conditions described below and the terms of the Air Products and Chemicals, Inc. Long-Term Incentive Plan as amended and restated on 28 January 2010 and as amended from time to time thereafter (the “Plan”). The Performance Shares are “Deferred Stock Units” as described in Section 9 of the Plan.

Payment of Deferred Stock Units. The Performance Shares granted to you will be earned in accordance with the formula indicated on the attached Earn Out Schedule corresponding to the level of average Earnings Per Share Growth and spread of Return on Capital Employed over the Company’s cost of capital achieved for the three fiscal year performance period beginning 1 October 2010 and ending 30 September 2013 (the “Performance Period”). Subject to the forfeiture and termination conditions described below, each earned Performance Share will entitle you to receive, at the end of the Deferral Period, one Share. The Deferral Period will begin on the date of this Agreement and will end on 30 November 2013.

Performance Shares earned and not forfeited shall be paid, reduced by the number of Shares equal in market value to any applicable taxes, as soon as administratively practical after the end of the Deferral Period, in Shares. No cash dividends or other amounts shall be payable with respect to the Performance Shares during the Deferral Period. At the end of the Deferral Period, for each earned and nonforfeited Performance Share, the Company will also pay to you a cash payment equal to the dividends which would have been paid on a Share during the Deferral Period (“Dividend Equivalents”), net of applicable taxes.

If your employment by the Company or a Subsidiary terminates during the Deferral Period due to death, payment in respect of earned Performance Shares that are not forfeited and of related Dividend Equivalents shall be made, as soon as practical after the Deferral Period, to your Designated Beneficiary or, if none, your legal representative, net of applicable taxes.

In the event of any change in the outstanding Shares of Common Stock of the Company or the occurrence of certain other events as described in Section 12 of the Plan, an equitable adjustment of the number of Performance Shares covered by this Agreement shall be made as provided in the Plan.

Conditions of Forfeiture. If your employment by the Company and all its affiliates is terminated for any reason prior to 30 November 2011, all your Performance Shares will be automatically forfeited in their entirety. If your employment by the Company and all its affiliates terminates on or after 30 November 2011, but during the Deferral Period, other than due to death, Disability, or Retirement, you will forfeit all of your Performance Shares. If your employment by the Company and all its affiliates is terminated on or after 30 November 2011, but during the Deferral Period, due to death, Disability, or Retirement, you will forfeit a pro-rata portion of your earned Performance Shares which portion in each case shall be based on the number of full months you worked during the Performance Period.

Notwithstanding the above, in the event the Company completes an acquisition of all the outstanding shares of common stock of Airgas, Inc. prior to 30 September 2012, the Company may, in the Committee’s sole discretion, modify the terms of the Performance Shares, including the Earn Out Schedule, or may cancel the Performance Shares; provided that, no such modification or cancellation shall be effective unless the Performance Shares as modified in the event of modification, or alternative compensation awards in the event of cancellation, provide a compensation opportunity of equal or greater value to the modified or cancelled Performance Shares, which opportunity is subject to performance

conditions of no greater difficulty to achieve, and payable no later than two and one-half months after the end of the Deferral Period. In the event the Performance Shares are modified, the modified Performance Shares shall meet the requirements for the short-term deferral exemption from Internal Revenue Code Section 409A.

Notwithstanding anything to the contrary above, any Performance Shares earned or paid and any related Dividend Equivalents paid to you may be rescinded within three years of their payment in the event: the earning of such Performance Shares is predicated upon the achievement of financial results that are subsequently the subject of a restatement; the Committee determines in its sole discretion that you engaged in misconduct that caused or partially caused the need for the restatement; and the Performance Shares would not have been earned or a lesser amount of Performance Shares would have been earned based upon the restated financial results. In the event of any such rescission, you shall pay to the Company the amount of any gain realized or payment received as a result of any rescinded payment, in such manner and on such terms as may be required, and the Company shall be entitled to reduce the amount of any amount owed to you by the Company or any Subsidiary by such gain or payment.

Notwithstanding any other provisions of this Agreement, in the event the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement, the Company may recover from you any amounts or awards which it is required to recover under Section 10D of the Securities Exchange Act of 1934.

2011 Performance Share Earnout Schedule

The Payout Factor is determined as follows:

* The Payout Factor will be increased by 15 percentage points to determine the maximum payout. The Committee, in its discretion may decrease the actual Payout Factor by up to 30 percentage points from the maximum payout (15 percentage points from the calculated Payout Factor).

The EPS Growth and ROCE Spread Factors are determined from the following schedules:

Long-Term Incentive Plan

FY11 Equity Grant Statement

«First_name» «Last_name»

2011 Equity Award Value: $«Tot Value»

FY11 Award Value - Calculation Criteria