UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF PENNSYLVANIA
JOSEPH C. TAFURI on behalf of ) CIVIL ACTION NO. 97cv-3413
himself and all others similarly )
situated, )
)
Plaintiffs, ) CLASS ACTION COMPLAINT
) [filed May 14, 1997]
vs. )
)
AIR PRODUCTS AND CHEMICALS, INC.; )
HAROLD A. WAGNER; DEXTER F. BAKER; ) Jury Trial Demanded
TERRY R. LAUTENBACH; TOM H. )
BARRETT; ROBERT CIZIK; JAMES H. )
AGGER, )
)
Defendants. )
________________________________________ )
Plaintiff, by and through Plaintiff's attorneys, alleges the following upon information and belief,
except as to those allegations concerning Plaintiff, which are alleged upon personal knowledge
Plaintiff's information and belief is based, inter alia, on the investigation made by and through
Plaintiff's attorneys.
NATURE OF THE CASE
1. This is a class action brought against Air Products and Chemicals, Inc. ("Air Products" or "the
Company"), and certain of its officers and directors (the "Individual Defendants"), on behalf of
all current and former "key employees" and other individuals whose Nonstatutory Stock Options
granted pursuant to the Company's Long Term Incentive Plan (the "Plan") were "forfeited" due
to death, disability or retirement. Because of Defendants' misrepresentations and omissions, as
described in detail herein, Plaintiffs forfeited valuable stock options.
BACKGROUND
The Long-Term Incentive Plan (the Plan)
2. In 1979, Air Products introduced its "Long Term Incentive Plan" (the "Plan"), as part of the
Company's Incentive Compensation Program. The 1979 Long Term Incentive Plan was
approved by shareholders at its annual meeting on January 19, 1978, and was later approved,
amended and continued by shareholders in 1979, 1984, and 1989. On October 1, 1989, the
Company adopted the 1990 Long Term Incentive Plan, effective for awards commencing after
SNIPPETS:
Plaintiff, by and through Plaintiff's attorneys, alleges the following upon information and
This is a class action brought against Air Products and Chemicals, Inc., and certain of its
Because of Defendants' misrepresentations and omissions, as described in detail herein,
In 1979, Air Products introduced its "Long Term Incentive Plan", as part of the Company's
A Stock option gives the right to purchase shares of Common Stock of the Company at a future
The Company's October 1, 1991 Supplemented and Restated Prospectus, and the text of the Plan
to provide long-term incentives and rewards to those executives and other key employees who
Similarly, the Plan text itself added that only ith the consent of the Participant affected,
Further, the Plan specified that the Term and Exercise dates of nonstatutory stock options
Moreover, the text of the Plan includes numerous references to federal securities laws, and
the Plan refers to the "Act" meaning "the Securities and Exchange Act of 1934 as amended from
The text of the Plan and Defendants themselves never clearly or explicitly stated that a
In the event an optionee ceases to be an employee of the Company or a Subsidiary by reason of
which the number of full calendar months in such Fiscal Year prior to such termination of
Thus, based on the above language, Plaintiff could not have been expected to understand that
the Company had granted stock options to Plaintiff pursuant to the Plan.
The award letters never mentioned that Plaintiff would forfeit all or part of his award
"In general, options terminate when employment ends except due to retirement, disability or
The information concealed, constituting material omissions, was that a portion of the
Defendants concealed material facts so that "key employees" and/or their families would not
The Plaintiff incorporates by reference and realleges the allegations of ¶¶1-76 previously
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