UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) January 5, 2010

Air Products and Chemicals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-4534		23-1274455
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7201 Hamilton Boulevard, Allentown, Pennsylvania		18195-1501
(Address of Principal Executive Offices)		(Zip Code)

(610) 481-4911
Registrant’s telephone number, including area code

not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01		Other Events

On December 10, 2009, Air Products and Chemicals, Inc. (the “Company”) filed a Proxy Statement for its 2010 Annual Meeting of Shareholders, to be held on January 28, 2010. The Company has been requested to provide additional information with respect to its Long Term Incentive Plan (the “Plan”), which shareholders are requested to approve at the Annual Meeting.

On page 10 of the Proxy Statement, the Company disclosed that, as of its fiscal year end, September 30, 2009, 7,208,358 stock options granted under the Plan had been outstanding in excess of six years with a weighted average exercise price of $39.68. The following table provides additional information regarding these stock options:

				Number of
	Grant Date			Options					Vesting Dates(1)			Expiration Date			Exercise Price
	10/01/1999				22,878				10/01/2002			10/02/2009			$	28.78
	01/27/2000				4,000				07/27/2000			01/28/2010			$	30.81
	10/02/2000				1,357,832				10/01/2001			10/03/2010			$	35.82
									10/01/2002
									10/01/2003
	10/02/2000				164,210				10/02/2003			10/03/2010			$	35.82
	01/25/2001				6,000				07/25/2001			01/26/2011			$	37.59
	10/01/2001				2,373,598				10/01/2002			10/02/2011			$	38.02
									10/01/2003
									10/01/2004
	10/01/2001				224,680				10/01/2004			10/02/2011			$	38.02
	01/24/2002				8,000				07/24/2002			01/25/2012			$	45.91
	10/01/2002				2,708,686				10/01/2003			10/02/2012			$	43.09
									10/01/2004
									10/01/2005
	10/01/2002				309,474				10/01/2005			10/02/2012			$	43.09
	01/23/2003				10,000				07/23/2003			01/24/2013			$	41.96
	08/11/2003				19,000				08/11/2004			08/12/2013			$	45.93
									08/11/2005
									08/11/2006

To illustrate the intrinsic value of the stock options detailed above during the period after vesting, the New York Stock Exchange closing price for each fiscal year-end, beginning with the first grant date above, was as follows:

	Date			NYSE Closing Price
	09/29/2000			$	36.00
	09/28/2001			$	38.58
	09/30/2002			$	42.01
	09/30/2003			$	45.10
	09/30/2004			$	54.38
	09/30/2005			$	55.14
	09/29/2006			$	66.37
	09/28/2007			$	97.76
	09/30/2008			$	68.49
	09/30/2009			$	77.58

The chart below reflects the Company’s five-year total shareholder return as of 30 September 2009:

	Period			Total Shareholder Return
	Fiscal Year 2005				3.56	%
	Fiscal Year 2006				22.90	%
	Fiscal Year 2007				50.05	%
	Fiscal Year 2008				(28.56	%)
	Fiscal Year 2009				16.65	%
	Cumulative FY2005-2009				59.15	%

Page 9 of the Proxy Statement discloses that, as of September 30, 2009, 3,629,182 previously authorized shares were still available for awards under the Plan. As also noted, no more than 20% of the shares of Company stock subject to Plan awards granted after fiscal year 2001 can be used for full value awards (“20% limit”). As of September 30, 2009, less than 12% of shares used for Plan awards since 2001 were used for full value awards. Because the 20% limit is cumulative, and less than 20% of shares subject to awards granted since 2001 have been used for full value awards, 2,757,837 of the authorized shares still available for use under the Plan could be used for full value awards under the terms of the Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.