AIRGAS, INC.

 

GOVERNANCE AND COMPENSATION COMMITTEE CHARTER

 

 

Purpose

 

The purpose of the Governance and Compensation Committee is to (1) identify individuals qualified to become members of the Board and recommend that the Board select the nominees for director for election at the next annual meeting of stockholders; (2) oversee the annual self-assessment of the Board’s performance; (3) develop and recommend to the Board the Corporate Governance Guidelines; (4) discharge the Board’s responsibilities relating to compensation of the Company’s executives and directors; and (5) produce an annual report on executive compensation for inclusion in the Company’s proxy statement.

 

Membership

 

The Committee members and chair will be elected by the Board of Directors annually.  The Committee shall consist of at least three members of the Board.  Each member of the Governance and Compensation Committee shall satisfy the independence requirements of the New York Stock Exchange, and meet the definition of “non-employee director” under Rule 16b-3 under the Securities Exchange Act of 1934, and “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986.  The members of the Governance and Compensation Committee shall serve until their successors are appointed and qualified.  The Board shall have the power at any time to change the membership of the Governance and Compensation Committee and to fill vacancies in it, subject to such new member(s) satisfying the above requirements.  Except as expressly provided in this Charter, the Bylaws of the Company or the Corporate Governance Guidelines of the Company, the Governance and Compensation Committee shall fix its own rules of procedure.

 

Meetings

 

The Governance and Compensation Committee will meet periodically, but not less frequently than four times per year.  The Governance and Compensation Committee shall report to the Board at each Board meeting immediately following a meeting of the Governance and Compensation Committee.

 

Authority and Responsibilities

 

Authority and responsibilities of the Governance and Compensation Committee with respect to nominating and governance shall include:

 

 

 

 

 

 

 

 

 

 

 

 

 

Authority and responsibilities of the Governance and Compensation Committee with respect to compensation shall include:

 

 

 

 

 

 

 

 

 

General authority and responsibilities of the Governance and Compensation Committee shall include: