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Board of Directors
dated May 4, 2011

The Board of Directors decides that:

Termination indemnities: Pierre Dufour

The Board of Directors decides that, in the event of the forced departure of Mr Dufour (removal from office, non-renewal of his duties, request for resignation) from his corporate office as Senior Executive Vice-President

a) related to a change of strategy, or

b) that takes place within 24 months following the acquisition of control of Air Liquide by a person acting alone or several persons acting in concert (the notion of control being understood within the meaning of this term as defined, as of the date hereof, by Article L. 233-3 of the French Commercial Code),

and subject to the conditions and limitations set out below, the Company undertakes to pay Mr Dufour a fixed aggregate indemnity in full discharge equal to 24 months’ gross fixed and variable remuneration, the calculation being based on the average monthly amount of gross fixed and variable remuneration received by Mr Dufour, on any basis whatsoever, during the 24 months prior to departure. It is specified that in the case referred to in paragraph (b), the indemnity is due, whether or not the forced departure is related to a change in strategy, but without Mr Dufour being able to receive such indemnity in conjunction with that due pursuant to paragraph (a).

In accordance with the provisions of Article L.225-42-1 of the French Commercial Code, payment of the indemnity due in respect of the above-mentioned forced departure is subject to compliance, as duly recorded by the Board of Directors at the time of termination of such office or thereafter, with conditions related to Mr Dufour’s performance assessed in light of the Company’s own performance, defined as of the date hereof as follows:

Entitlement to the above indemnity will depend on, and the amount of the indemnity paid will be adjusted on the basis of, the average of the annual variance between the Return on capital employed after tax (ROCE) and the Weighted Average Cost of Capital (WACC) (assessed on the basis of net equity according to the financial statements) calculated (on the basis of the certified consolidated financial statements approved by the annual shareholders meeting) with respect to the last 3 financial years prior to the financial year in which the departure occurs. For the purposes of this calculation, the variance between ROCE and WACC will be measured with regard to each financial year and will be calculated on the basis of the average of the three annual variances for the last 3 financial years prior to the financial year during which such departure takes place.

The following formulas will be applied:
Average variance (ROCE – WACC)Proportion of the indemnity due
≥ 200 bp*100%
≥ 100 bp and < 200 bp66%
≥ 50 bp and < 100 bp50%
≥ 0 bp and < 50 bp33%
< 00

* bp: basis points


These conditions will be re-examined by the Board of Directors and modified, where applicable, to take into account, in particular, any changes that have taken place in the company’s environment at the time of each renewal of Mr Dufour’s term of office or, where applicable, during the course of his term of office.

If the sum of (i) any statutory indemnity or indemnity under the collective bargaining agreement which may be paid to Mr Dufour on account of the termination of his employment contract prior to his forced departure as provided for above or concurrently with such departure, as well as any non-competition indemnity payable in respect of this termination or any other indemnity received on a similar basis from subsidiaries, and (ii) the indemnity payable to him pursuant to the foregoing, exceeds 24 months’ remuneration (calculated as specified above), this latter indemnity will be reduced such that the sum of the indemnities is equal to 24 months’ remuneration. In the event that this employment contract is not terminated concurrently with the above-mentioned forced departure, if the sum of (i) the statutory indemnity and the indemnity under the collective bargaining agreement as well as the non-competition indemnity to which he could claim entitlement as of such date had his employment contract been terminated as of such date and (ii) the indemnity payable to him pursuant to the foregoing, exceeds 24 months’ remuneration (calculated as specified above), this latter indemnity will be reduced such that the sum of the indemnities is equal to 24 months’ remuneration.

It is specified, as needs be, that any statutory indemnity or indemnity provided for by the collective bargaining agreement that may be paid, where applicable, to Mr Dufour in respect of termination of his employment contract, and any non-competition indemnity due in respect of such termination, shall not be subject to the above-mentioned conditions.

The Board of Directors also decides that the payment of the indemnities to which he is entitled pursuant to the foregoing will be excluded if the beneficiary has the possibility to apply for a full-rate pension within a short time of the date of forced departure.

This decision cancels and supersedes the decision made by the Board of Directors at its meeting of February 13, 2009 on the same subject.

After deliberation, the Board of Directors authorises the aforementioned commitment in accordance with the provisions of Articles L 225-38 et seq. of the French Commercial Code. In accordance with the provisions of Article L 225-42-1 of the French Commercial Code, this decision and the decision by the Board of Directors making an assessment with regard to achievement of the performance conditions at the required time, will be made public in accordance with the terms and conditions and within the deadlines set by the regulations in force. The above-mentioned decision will be submitted for the approval of the shareholders within the scope of a specific resolution for Mr Dufour, a renewed approval of the agreements by the shareholders meeting being required for each renewal of the beneficiary’s term of office. The Statutory Auditors will be informed of this authorisation.

Mr Dufour gives his agreement with regard to the above-mentioned decision.