8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 13, 2005

AIRGAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-9344	56-0732648
(Commission File Number)	(IRS Employer Identification No.)

259 North Radnor-Chester Road, Suite 100, Radnor, Pennsylvania	19087-5283
(Address of Principal Executive Offices)	(Zip Code)

(610) 687-5253

(Registrant’s Telephone Number, Including Area Code)

(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))

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Item 1.01      Entry into a Material Definitive Agreement.

     On January 14, 2005, Airgas, Inc. (the “Company”) and Glenn M. Fischer, the Company’s President and Chief Operating Officer, entered into a Separation Agreement and General Release of All Claims (the “Separation Agreement”) providing for the terms of the resignation of Mr. Fischer as President and Chief Operating Officer of the Company and the termination of Mr. Fischer’s Employment Agreement (“Employment Agreement”), effective as of January 14, 2005. The material terms of the Separation Agreement are contained in Item 5.02 of this Report.

     The Separation Agreement has been filed as Exhibit 10.1 to this Report.

Item 1.02       Termination of Material Definitive Agreement.

     Pursuant to the Separation Agreement, the Company and Mr. Fischer agreed to terminate his Employment Agreement dated September 29, 2000. The Employment Agreement provided that Mr. Fischer was to receive an annual base salary of $385,000, an annual bonus of up to 50% of his annual base salary, and an annual grant of an option to acquire no fewer than 50,000 shares of the Company's common stock. In addition, he was entitled to receive an additional discretionary bonus if he and the Company significantly exceeded the bonus objectives. Mr. Fischer also received a one-time relocation and signing bonus of $140,000 and options to acquire 150,000 shares of the Company’s common stock. The Employment Agreement also provided that if Mr. Fischer’s employment were terminated by the Company without cause, the Company would continue to pay his base salary for two years from the date of such termination together with the bonus he would have received for that period. The Employment Agreement provided for termination in the event of death or disability, by the Company in the event of stated causes or without cause, or by Mr. Fischer. The Employment Agreement is filed as Exhibit 10.2 to this Report.

Item 5.02     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Effective January 14, 2005, Glenn M. Fischer resigned as President and Chief Operating Officer of the Company and the Company appointed Michael L. Molinini as Executive Vice President and Chief Operating Officer.

     In connection with Mr. Fischer’s resignation, the Company and Mr. Fischer entered into the Separation Agreement, dated and effective January 14, 2005, which terminates the Employment Agreement and provides for the acceleration of the vesting of an option previously granted to Mr. Fischer to acquire 15,000 shares of the Company’s common stock, and for Mr. Fischer to receive a separation payment of $1,374,046 plus $29,947 for unused vacation pay for 2005 which he would have received pursuant to the terms of his Employment Agreement. Mr. Fischer released the Company from all claims.

     Prior to his appointment as Executive Vice President and Chief Operating Officer, Mr. Molinini who is 54, served as Senior Vice President — Hardgoods since August 2000, having company-wide responsibility for directing sales and marketing, brand management, procurement, as well as managing distribution center logistics and supplier relationships for welding and safety products. Prior to that time, Mr. Molinini served as Vice President — Hardgoods Operations from August 1999 to July 2000 and as Vice President — Airgas Direct Industrial from April 1997 to July 1999, with responsibility for the build-out of the centralized infrastructure for

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purchasing, logistics and hardgoods brand management and the development of the Company’s Radnor private label program.

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits.

The following documents are filed as exhibits to this report.

10.1	Separation Agreement and General Release of All Claims
10.2	Executive Employment Agreement dated September 29, 2000
99.1	Press Release dated January 17, 2005

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant and Co-Registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AIRGAS, INC. (Registrant) BY: /s/ Robert M. McLaughlin Robert M. McLaughlin Vice President & Controller	AIRGAS EAST, INC. AIRGAS GREAT LAKES, INC. AIRGAS MID AMERICA, INC. AIRGAS NORTH CENTRAL, INC. AIRGAS SOUTH, INC. AIRGAS GULF STATES, INC. AIRGAS MID SOUTH, INC. AIRGAS INTERMOUNTAIN, INC. AIRGAS NORPAC, INC. AIRGAS NORTHERN CALIFORNIA & NEVADA, INC. AIRGAS SOUTHWEST, INC. AIRGAS WEST, INC. AIRGAS SAFETY, INC. RUTLAND TOOL & SUPPLY CO., INC. AIRGAS CARBONIC, INC. AIRGAS SPECIALTY GASES, INC. NITROUS OXIDE CORP. RED-D-ARC, INC. AIRGAS DATA, LLC                                                (Co-Registrants)
	BY: /s/ Robert M. McLaughlin
	Robert M. McLaughlin Vice President
	ATNL, INC.                                                (Co-Registrant)
	BY: /s/ Melanie Andrews
	Melanie Andrews President

DATED: January 20, 2005

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS

     This Separation Agreement and General Release of all Claims (hereinafter “Agreement”) is entered into by and between Glenn M. Fischer (“Executive”) and Airgas, Inc., on behalf of itself and each of its related entities, affiliates and subsidiaries (collectively referred to as “Airgas” or the “Company”).

RECITALS

     WHEREAS, Executive and Airgas are parties to an Executive Employment Agreement dated September 29, 2000 (the “Employment Agreement”); and

     WHEREAS, the parties have agreed that Executive’s employment with Airgas shall terminate effective January 14, 2005 (the “Termination Effective Date”); and

     WHEREAS, Executive and Airgas wish to terminate the Employment Agreement for all purposes and provide in this Agreement for their respective rights and obligations; and

     WHEREAS, concurrently herewith, Executive has submitted his resignation as an officer of Airgas and as a director of National Welders Supply Company, Inc.;

     NOW, THEREFORE, the parties hereto, intending to be legally bound hereby and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, agree as follows:

I.

     (a) Executive’s employment with Airgas shall terminate on the Termination Effective Date.

     (b) The Employment Agreement shall terminate for all purposes and be of no further force or effect on the later of (i) the date Airgas receives an executed copy of this Agreement from

Executive which has been sent to the address identified in Section VIII hereof, and (ii) the date that the Revocation Period defined in Section VIII hereof terminates (such later date the “Release Effective Date”).

     (c) Within ten (10) business days after the Release Effective Date, Airgas shall pay Executive compensation in the amount of $1,374,046 plus $29,947.20 representing unused vacation pay for calendar year 2005, less such deductions and amounts to be withheld by reason of the compensation and other benefits provided for herein as is required by applicable laws and regulations.

     (d) Airgas agrees that the Stock Option (originally for 60,000 shares) granted to Executive on or about May 7, 2001 shall be deemed fully vested on the Release Effective Date. Airgas further agrees to waive as to all Stock Options previously granted to Executive and as to all shares of common stock issued or issuable upon the exercise of such Stock Options (i) its right to cause the forfeiture of the right to exercise such Stock Options or to require the return of shares of common stock previously issued upon the exercise of such Stock Options as provided for in Section 6(g) of the 1997 Stock Option Plan and (ii) its right to withhold delivery of shares pending the resolution of an inquiry as provided in any instrument evidencing the grant of such Stock Options.

     (e) Within ten (10) business days after the Release Effective Date, Airgas shall pay to Executive the sum of $10,000 to reimburse him for expenses incurred or to be incurred in connection with the employment separation provided for herein.

     (f) Airgas will provide Executive with separate notice of right to elect continued benefits coverage under the Airgas group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA) and the Employee Retirement Income Security Act (ERISA), both as amended.

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     (g) The parties hereby agree to the language set forth in Exhibit II to be used in any press release relating to Executive’s separation of employment.

II.

     Except for the obligations of the parties as expressly described in this Agreement:

     (a) Executive hereby fully and forever releases, discharges, cancels, waives, and acquits for Executive, his heirs, executors, administrators and assigns, Airgas and each and all of its Boards of Directors, agents, officers, owners, employees, attorneys, successors and assigns (the “Airgas Released Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liability of any nature whatsoever, including personal injury claims, which Executive has, had or may have had against any of the Airgas Released Parties, arising out of, or by reason of any cause, matter, or thing whatsoever existing as of the later of the Termination Effective Date and the date of the execution of this Agreement by Executive, WHETHER KNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT.

     This FULL WAIVER OF ALL CLAIMS includes, without limitation and to the maximum extent permitted by law, claims for attorneys’ fees, costs, any claims, demands, or causes of action arising out of, or relating in any manner whatsoever to, the employment and/or cessation of that employment, the Employment Agreement and/or the termination of such Employment Agreement, such as, BUT NOT LIMITED TO, any claim, lawsuit or other proceeding arising under the Older Worker’s Benefit Protection Act (OWBPA), the Age Discrimination in Employment Act (ADEA), the Civil Rights Act of 1866 (Section 1981), Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act (ADA), the Labor Management Relations Act (LMRA), the National Labor Relations Act (NLRA), ERISA, COBRA, the Fair Labor Standards Act (FLSA), the Family and

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Medical Leave Act of 1993 (FMLA), all as amended, as well as any claims arising under any other federal, state, or local statutes and common law claims of any nature including, but not limited to, claims for wrongful termination, harassment, discrimination, breach of contract or misrepresentation. Nothing contained in this Agreement, however, shall constitute a release by Executive of any vested benefit or stock option benefits to which Executive may otherwise be entitled and/or any claims for workers’ compensation or unemployment compensation.

     Executive further agrees that, while this release does not prevent Executive from filing a charge with or participating in proceedings before the Equal Employment Opportunity Commission (“EEOC”) and/or from challenging the knowing and voluntary nature of this Agreement under the ADEA, Executive acknowledges that Executive has not filed any claims or commenced any action with an administrative agency or court regarding any claims released in this Agreement.

     (b) Anything in this Agreement to the contrary notwithstanding, Executive shall continue to enjoy the benefit of any indemnification rights currently provided for under the Company’s By-Laws or the General Corporation Law of the State of Delaware, for acts and omissions of Executive occurring prior to the Termination Effective Date as well as the benefit of any insurance policies currently maintained by Airgas and covering acts and omissions of Executive occurring prior to the Termination Effective Date.

     (c) Executive hereby waives all right, title and interest in any benefit plan of Airgas and waives and releases all claims based on or related to such benefit plans or programs other than for which Executive is vested as of the Termination Effective Date.

     (d) Executive shall resign from his position as President of the Compressed Gas Association effective within ten (10) business days after the Release Effective Date.

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     (e) Within five (5) business days after the Release Effective Date, Executive shall deliver to the Chief Executive Officer of Airgas or his designee:

          (i) a memorandum describing in reasonable detail the key issues that he feels should be addressed by Airgas and his strategy and progress to date in addressing such issues; and

          (ii) a list of the names, addresses and telephone numbers of his key contacts at suppliers and distributors with whom he has dealt during the past 24 months along with any information that he feels may be valuable in dealing effectively with those contacts.

     Airgas hereby fully and forever releases, discharges, cancels, waives, and acquits for Airgas, its successors and assigns, Executive and each of his heirs, executors and administrators (the “Executive Released Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liability of any nature whatsoever, which Airgas has, had or may have had against any of the Executive Released Parties, arising out of, or by reason of any cause, matter, or thing whatsoever existing as of the later of the Termination Effective Date and the date of the execution of this Agreement by Airgas, WHETHER KNOWN TO THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT.

     This FULL WAIVER OF ALL CLAIMS includes, without limitation and to the maximum extent permitted by law, claims for attorneys’ fees, costs, any claims, demands, or causes of action arising out of, or relating in any manner whatsoever to, the employment and/or cessation of that employment, the Employment Agreement and/or the termination of such Employment Agreement, such as, claims arising under any other federal, state, or local statutes and common law claims of any nature including, but not limited to, claims for breach of contract or misrepresentation.

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III.

     (a) Executive agrees:

          (i) To at all times keep secret and retain in the strictest confidence all Confidential Information and Trade Secrets of the Company and not to use or disclose them at any time to anyone outside of the Company, except with the Company’s express written consent; and

          (ii) To deliver promptly to the Company all memoranda, notes, records, reports, manuals, drawings and other documents in all media (and all copies thereof) relating to the Company’s business and all property associated therewith, which Executive possesses or has under his control.

     (b) For purposes of this Agreement, “Confidential Information” shall mean information disclosed to Executive or known by Executive as a consequence of or through his employment by the Company, not generally known in the industry in which the Company is or may become engaged or otherwise generally available or ascertainable, about the Company’s products, processes, and services, including, but not limited to, information relating to research, development, inventions, manufacture, purchasing, business methods, accounting, engineering, marketing, information systems, business strategies, merchandising, and selling. For purposes of this Agreement, “Trade Secret” means the whole or any portion or phase of any scientific or technical information, design, process, formula, or improvement which is secret and is not generally available to the public, and which gives one who uses it an advantage over competitors who do not know of or use it.

     (c) In addition to his obligations under paragraph (a) above, Executive agrees to return promptly any and all customer lists to the Company and agrees that he shall not at any time, directly or indirectly, use the Company’s customer list for his own benefit or the benefit of any third party or disclose the Company’s customer list to any person, firm or corporation. Executive agrees that for a

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period of two (2) years after the Termination Effective Date, (i) he shall not solicit any individual to terminate his or her employment with the Company and/or any subsidiary of the Company and (ii) he shall not directly or indirectly employ or retain as an independent contractor or consultant or utilize the business related services of any individual who was employed by the Company or any of its subsidiaries at any time within one (1) year prior to their being hired by Executive; provided, however, that the restrictions set forth in clause (ii) above shall only apply to any individual who, during the time of employment by the Company or any of its subsidiaries, had management responsibilities or sales responsibilities, or who was an officer of the Company or any of its subsidiaries.

     (d) If Executive violates any of the provisions of paragraphs (a) or (c) of this Section III, the Company shall have the following rights and remedies:

          (i) The right and remedy to have the provisions of paragraphs (a) and (c) of this Section III specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such violation will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and

          (ii) The right and remedy to recover damages.

     (e) Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in paragraphs (a) or (c) of this Section III or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the covenants contained in paragraphs (a) or (c) of this Section III, or any part thereof, is held to be

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unenforceable because of the duration of such provision or the scope of the subject matter thereof or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration, scope and/or area of such provision and, in its reduced form, said provision shall then be enforceable.

     (f) The Company is the sole owner of all the products and proceeds of Executive’s services under the Employment Agreement, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, business methods, computer programs and other intellectual properties that Executive may have acquired, obtained, developed or created in connection with Executive’s employment under the Employment Agreement, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever. Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title and interest in or to any such properties.

IV.

     By execution of this Agreement, Executive avows that the following statements are true:

     (a) Executive has been given the opportunity and has, in fact, read this entire Agreement, and has had all questions regarding its meaning answered to his satisfaction;

     (b) Executive is hereby and has previously been advised to, and has been given the full opportunity to, have this Agreement reviewed by legal counsel;

     (c) Certain of the payments and benefits that the Company has agreed to provide in Section I of this Agreement are payments and benefits to which Executive would not otherwise be entitled in the absence of this Agreement;

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     (d) The content of this Agreement is written in plain language, is fully understood, and it is also understood that it is a FULL WAIVER OF ALL CLAIMS;

     (e) This FULL WAIVER OF ALL CLAIMS is given in return for valuable consideration as provided under the terms of this Agreement, including, but not limited to the payments described in Section I above;

     (f) This Agreement is knowingly and voluntarily entered into and no representations have been made to induce or influence execution of this Agreement other than those contained herein;

     (g) Executive acknowledges having been given twenty-one (21) days to consider this Agreement before signing;

     (h) Executive has not heretofore assigned or transferred or purported to assign or transfer to any person or entity any claim or portion thereof or interest therein which is released, acquitted or discharged in this Agreement;

     (i) Airgas is not obligated to provide and Executive shall not receive any money or consideration from Airgas other than the money and consideration referenced in Section I of this Agreement or elsewhere herein;

     (j) Executive acknowledges that he shall have until 5:00 EST on March 1, 2005 in which to submit to Dwight Wilson at Airgas, Inc., 259 N. Radnor-Chester Road, Suite 100, Radnor, PA 19087, any and all requests for business expenses incurred through the Termination Effective Date. Airgas shall process any such requests in accordance with its current applicable policies and procedures. Executive further acknowledges that, after March 1, 2005, Airgas shall have no obligation to receive or process additional requests for reimbursement;

     (k) Executive has not relied upon any advice whatsoever from Airgas or its attorneys as to the taxability, whether pursuant to federal, state or local tax statutes, regulations or otherwise, of

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the payments or considerations promised hereunder and Executive is solely responsible and liable for any amount of tax obligations arising from the payment of the sums specified in Section I and all tax obligations, if any, will be paid in full by Executive. Executive agrees to indemnify and hold Airgas harmless from and against any and all liabilities arising out of failure to comply with this paragraph;

     (l) Executive acknowledges that, effective on the Termination Effective Date, Executive will not be entitled to further participate in any benefits made available to employees of the Company nor to any benefits under the Change of Control Agreement to which Executive and Airgas are parties; and

     (m) Executive has no pending workers’ compensation claim(s) against Airgas and knows of no situations that might give rise to any such claim.

V.

     This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the Commonwealth of Pennsylvania and any action involving this Agreement may be brought in the Court of Common Pleas of Montgomery County or the District Court for the Eastern District of Pennsylvania. Each party agrees to the jurisdiction and proper venue of such courts and agrees that neither such court is an inconvenient forum.

VI.

     If any provision of this Separation Agreement and General Release of all Claims, or the application thereof, is held to be invalid, void or unenforceable for whatever reason, the remaining provisions not so declared shall nevertheless continue in full force and effect without being impaired in any manner whatsoever.

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VII.

     This Agreement shall be deemed drafted by the parties hereto. The language of all parts of this Agreement shall be construed as a whole, according to their fair meaning and any presumption or other principles that language herein is to be construed against any party shall not apply.

VIII.

     Executive understands and acknowledges that he has been given twenty-one (21) days from the date hereof to consider this Agreement. Executive also understands and acknowledges that Executive has seven (7) days after signing this Agreement to revoke Executive’s consent (the “Revocation Period”). The parties further agree that any changes to this Agreement, whether material or not, shall not cause the twenty-one (21) days to re-start. If Executive elects to revoke this Agreement, Executive must send Executive’s written notice of revocation to Dwight Wilson, Senior Vice President — Human Resources, at Airgas, Inc., Radnor Court, Suite 100, 259 N. Radnor-Chester Road, Radnor, PA 19087-5283 by a recognized overnight courier providing proof of delivery. Executive acknowledges that, except for Section I(a) hereof, which is effective immediately, this Agreement is not effective unless and until an executed form of this Agreement has been delivered in the manner described in this Section VIII and the Revocation Period has expired.

IX.

     This Agreement constitutes the sole and entire Agreement between the parties hereto with respect to the subject matter hereof. There are no collateral understandings, representations or agreements other than those contained herein. It is understood and agreed that the execution of this Agreement by Airgas is not an admission of liability on its part to Executive, and execution of this Agreement by Executive is not an admission of liability on his part to Airgas.

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     IN WITNESS WHEREOF, the undersigned parties have signed this Agreement on the dates indicated herein.

AIRGAS, INC.

By: /s/Dwight T. Wilson
Print Name: Dwight T. Wilson

Title: Senior Vice President – Human Resources
Date: 1/14/05

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I declare that the terms of this Separation Agreement and General Release of all Claims have been completely read, that I have had the opportunity to consult with an attorney and was advised to do so, and that the terms of the legal release are fully understood and are voluntarily accepted knowing that I am waiving legal rights.

By: /s/Glenn M. Fischer

Date: 1/14/05

Witness: /s/Dean A. Bertolino

Printed Name Dean A. Bertolino            Date 1/14/05

EXHIBIT I

ACKNOWLEDGEMENT OF RIGHTS UNDER
OLDER WORKERS BENEFIT PROTECTION ACT

     I, Glenn M. Fischer, acknowledge that I have read and understand the attached Separation Agreement and General Release of Claims (“Agreement”). I further understand that the Agreement is revocable by me for a period of seven (7) days following execution thereof, and that except for Section I(a) thereof, which is effective immediately, the Agreement shall not become effective or enforceable until this seven-day revocation period has ended.

     I further agree that, while this release does not prevent me from filing a charge with, participating in proceedings before the Equal Employment Opportunity Commission (“EEOC”) and/or from challenging the knowing and voluntary nature of this Agreement under the ADEA, I acknowledge that I have not filed any claims or commenced any action with an administrative agency or court regarding any claims released in this Agreement.

     I acknowledge that I have been encouraged to discuss the release language in the Agreement with an attorney prior to executing the Agreement and that I have thoroughly reviewed and understand the effect of the release. I further acknowledge that I have been given twenty-one (21) days in which to consider the Agreement and that, if I sign the Agreement before the end of the twenty-one (21) day period, I am doing so freely, voluntarily and after having had full and fair opportunity to consult with my retained counsel.

/s/Glenn M. Fischer            Date: 1/14/05

EXHIBIT II

Airgas President and COO Glenn M. Fischer Resigns;
Michael L. Molinini Named Executive Vice President and COO

RADNOR, PA – DATE — Airgas, Inc., (NYSE: ARG), the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products, today announced that Glenn M. Fischer resigned on Friday, January 14, 2005. The company has appointed Michael L. Molinini executive vice president and chief operating officer.

“Glenn made valuable contributions to our organizational structure, discipline and performance,” said Peter McCausland, Airgas chairman and chief executive officer. “He contributed to the team effort which has put Airgas in a position to continue to grow and successfully execute its strategy. I wish him continued success.”

EX-10.2

EXECUTIVE EMPLOYMENT AGREEMENT

BY AND BETWEEN

GLENN FISCHER

AND

AIRGAS, INC.

Dated: September 29, 2000

TABLE OF CONTENTS

		Page
1.	Employment, Duties and Acceptance		1
2.	Term of Employment		1
3.	Compensation		2
4.	Termination		3
5.	Protection of Confidential Information; Covenant not to Compete		4
6.	Intellectual Property		6
7.	Employee Representation		7
8.	Notices		7
9.	General		7

EXECUTIVE EMPLOYMENT AGREEMENT

     EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) made as of September 29, 2000 between AIRGAS, INC, a Delaware corporation (the “Company”), and GLENN FISCHER (“Executive”).

1.   Employment, Duties and Acceptance.

     1.1 The Company hereby agrees to employ Executive from the date set forth in Section 2.1 below, to render exclusive and full time services to the Company. Effective November 1, 2000, and continuing until Executive’s employment terminates in accordance with this Agreement, Executive shall hold the office of President and Chief Operating Officer of the Company. Executive shall perform such duties as Executive shall reasonably be directed to perform by the Board of Directors or the Chief Executive Officer of the Company. Executive agrees to abide by the rules and policies of the Company as they are adopted and changed from time to time.

     1.2 Executive hereby accepts such employment and agrees to render the services described above.

     1.3 Executive shall report directly to the Company’s Chief Executive officer.

     1.4 Executive shall promote the Company’s business and affairs and shall perform his duties hereunder in a professional manner.

2.   Term of Employment.

     2.1 Executive’s employment under this Agreement shall commence on October 10, 2000 (the “Commencement Date”).

     2.2 Executive’s employment shall continue until terminated pursuant to Section 4.1, 4.2, 4.3, 4.4 or 4.5 of this Agreement.

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3.   Compensation and Benefits.

     As full consideration for Executive’s services, Executive shall receive the following compensation and benefits during the term of his employment hereunder:

     3.1 The Company agrees to pay Executive, an annual base salary of $385,000. Executive’s salary shall be payable in equal semi-monthly installments, less such deductions or amounts to be withheld as shall be required by applicable law and benefit plan elections.

     3.2 Executive shall be eligible to receive an annual bonus equal to up to 50% of his annual base salary, calculated and payable in accordance with the Company’s bonus plan for senior managers and senior executives, less such deductions or amounts to be withheld as shall be required by applicable law. In addition, if the Company and Executive significantly exceed the objectives upon which the above bonus is based, Executive shall be eligible to receive an additional discretionary bonus as determined by the Company’s Chief Executive Officer and Board of Directors.

     3.3 In consideration of the covenants of Executive set forth herein, on or about October 10, 2000, the Company shall pay Executive a one-time signing and relocation bonus of $140,000, less such deductions or amounts to be withheld as shall be required by applicable law.

     3.4 The Company agrees to award Executive 150,000 options under the Company’s 1997 Stock Option Plan on October 10, 2000. In addition, commencing May 1, 2001, and continuing throughout the term or Executive’s employment hereunder, the Company agrees to award Executive no fewer than 50,000 options per year in accordance with the Company’s 1997 Stock Option Plan or such replacement stock option plan as may then be in effect.

     3.5 To assist Executive during the period of his search for new permanent housing in the Philadelphia metropolitan area, the Company agrees to reimburse Executive the cost of rent (including any related charges imposed by landlord such as utilities, taxes, etc. for a short-term apartment at Radnor Crossing or other comparable apartment complex.

     3.6 Concurrently with the parties’ execution of this Agreement, the Company and Executive are executing a Change of Control Agreement.

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     3.7 The Company shall pay or reimburse Executive for all reasonable expenses actually incurred or paid by Executive in the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as it may require under established Company policy.

     3.8 Executive shall be entitled to four (4) weeks paid vacation per annum, provided that the time when vacation is taken shall be subject to Company approval. Executive shall be entitled to all rights and benefits for which he shall be eligible under any “fringe” benefits which the Company may, in its sole discretion, provide for similarly situated employees.

4.   Termination.

     4.1 If Executive shall die during the Term, this Agreement shall terminate, except that Executive’s legal representatives shall be entitled to receive the compensation provided for hereunder prorated to the last day of the month in which his death occurs.

     4.2 If Executive shall become physically or mentally disabled as defined by the Company’s disability plans, whether totally or partially, so that he is unable substantially to perform his services hereunder for a period of six (6) consecutive months, the Company may, by written notice to Executive, terminate Executive’s employment hereunder. Notwithstanding such disability, the Company shall continue to pay Executive his full salary up to and including the date of such termination.

     4.3 The Company may, by written notice to Executive, terminate Executive’s employment hereunder upon the occurrence of any of the following events: (a) Executive’s willful misconduct or gross negligence in the performance of Executive’s duties; (b) Executive’s commission of any act of fraud or embezzlement against the Company or Executive’s commission of a felony or any other offense involving moral turpitude; or (c) Executive’s unauthorized dissemination of confidential information, observations, and data concerning the business plans, financial data, customer lists, trade secrets and acquisitions strategies of the

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Company and its subsidiaries which has a material adverse effect on the Company or its subsidiaries.

     4.4 The Company may terminate Executive’s employment hereunder at any time without cause upon written notice to Executive. If the Company terminates Executive’s employment under this Section 4.4 and provided Executive executes and delivers a release in form and substance reasonably satisfactory to the Company, the Company shall continue to pay Executive his base salary for a period of two years after the effective date of such termination (such 2-year period the “Severance Period”) together with the bonus which Executive would have been entitled to receive during the Severance Period but for his termination. Executive shall not be entitled to any other compensation or benefits during or after the Severance Period.

     4.5 Executive may terminate his employment upon no less than 60 days written notice to the Company.

5.   Protection of Confidential Information; Covenant not to Compete.

     5.1 In view of the fact that Executive’s work for the Company will bring Executive into close contact with many confidential affairs of the Company not readily available to the public, Executive agrees:

          5.1.1 To keep secret and retain in the strictest confidence all Confidential Information and Trade Secrets of the Company learned by Executive heretofore or hereafter, and not to disclose them to anyone outside of the Company, either during or after his employment with the Company, except in the course of performing his duties hereunder or with the Company’s express written consent; and

          5.1.2 To deliver promptly to the Company on termination of employment, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings and other documents in all media (and all copies thereof) relating to the Company’s

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business and all property associated therewith, which Executive may then possess or have under Executive’s control.

          5.1.3 For purposes of this Agreement, “Confidential Information” shall mean information disclosed to Executive or known by Executive as a consequence of or through his employment by the Company, not generally known in the industry in which the Company is or may become engaged, about the Company’s products, processes, and services, including, but not limited to, information relating to research, development, inventions, manufacture, purchasing, business methods, accounting, engineering, marketing, information systems, business strategies, merchandising, and selling. For purposes of this Agreement, “Trade Secret” means the whole or any portion or phase of any scientific or technical information, design, process, formula, or improvement which is secret and is not generally available to the public, and which gives one who uses it an advantage over competitors who do not know of or use it.

     5.2 In addition to his obligations under Sections 5.1, Executive agrees that upon termination of his employment, Executive shall return any and all customer lists to the Company and shall not, during or at any time after his employment with the Company, directly or indirectly, use the Company’s customer list for his own benefit or disclose the Company’s customer list to any person, firm or corporation. Executive agrees that during his employment with the Company and for a period of one (1) year thereafter, he shall not solicit any individual to terminate his or her employment with the Company and/or any subsidiary of the Company and that he shall not directly or indirectly employ or retain as an independent contractor any individual who was employed by the Company or any of its subsidiaries at any time within one (1) year prior to their being hired by Executive.

     5.3 If Executive violates any of the provisions of Section 5.1 or 5.2 hereof, the Company shall have the following rights and remedies:

          5.3.1 The right and remedy to have the provisions of such sections of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged

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and agreed that any such violation will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and

          5.3.2 The right and remedy to recover damages for all actual losses, and the right to require Executive to account for and pay over to the Company all profits or other benefits (collectively “Benefits”) derived or received by Executive as the result of any transactions constituting such a violation, and Executive hereby agrees to account for and pay over such Benefits to the Company.

     5.4 Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company at law or in equity. If any of the covenants contained in Section 5.1 or 5.2 or any part thereof, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions. If any of the covenants contained in Section 5.1 or 5.2, or any part thereof, is held to be unenforceable because of the duration of such provision or the scope of the subject matter thereof or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration, scope and/or area of such provision and, in its reduced form, said provision shall then be enforceable.

6.   Intellectual Property.

     The Company shall be the sole owner of all the products and proceeds of Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions, developments, arrangements, packages, business methods, computer programs and other intellectual properties that Executive may acquire, obtain, develop or create in connection with Executive’s employment hereunder, free and clear of any claims by Executive (or anyone claiming under Executive) of any kind or character whatsoever (other than Executive’s right to receive payments hereunder). Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem

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necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title and interest in or to any such properties.

7.   Executive Representation.

     Executive hereby represents and warrants that his employment by the Company will not cause Executive to be in violation of any non-competition or restrictive covenant which would, if enforceable, restrict his ability to continue as an Executive of the Company and to perform his duties hereunder.

8.   Notices.

     All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally, or mailed first-class, postage prepaid, by registered or certified mail or by nationally-recognized overnight courier providing proof of delivery, (notices sent by mail or overnight courier shall be deemed to have been given on the date sent), as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith):

If to the Company:

Airgas, Inc.
Radnor Court, Suite 100
259 North Radnor-Chester Road
Radnor, PA 19087
Attention: Chief Executive Officer

If to Executive: the address provided on the signature page of this Agreement.

9.   General.

     9.1 This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflicts of law.

     9.2 The article and section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

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     9.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof.

     9.4 This Agreement, and Executive’s rights and obligations hereunder, are personal and may not be assigned by Executive. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets. In any event the obligations of the Company hereunder shall be binding on its successors or assigns, whether by merger, consolidation or acquisition of all or substantially all of its business or assets.

     9.5 This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the terms or covenants hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

     9.6 Executive acknowledges and agrees that he has carefully read and considered the provisions of this Executive Employment Agreement and has had an opportunity to consult with independent legal counsel of Executive’s own choosing prior to signing this Executive Employment Agreement and Executive did not rely on the advice of the Company’s counsel in entering into this Executive Employment Agreement.

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

AIRGAS, INC.

By: /s/Peter McCausland

EXECUTIVE:

/s/Glenn M. Fischer
Glenn M. Fischer

EXECUTIVE’S ADDRESS:
39 Rochelle Drive

New City, NY 10956

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EX-99.1

Exhibit 99.1

Airgas, Inc.
259 N. Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
www.airgas.com

Airgas News Release

Investor Contact:	Media Contact:
Melissa Nigro (610) 902-6206	James Ely (610) 902-6010
melissa.nigro@airgas.com	jim.ely@airgas.com

For release: Immediately

Airgas President and COO Glenn M. Fischer Resigns;

Michael L. Molinini Named Executive Vice President and COO

RADNOR, PA – January 17, 2005 — Airgas, Inc., (NYSE: ARG), the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products, today announced that Glenn M. Fischer resigned on Friday, January 14, 2005. The company has appointed Michael L. Molinini executive vice president and chief operating officer.

“Glenn made valuable contributions to our organizational structure, discipline and performance,” said Peter McCausland, Airgas chairman and chief executive officer. “He contributed to the team effort which has put Airgas in a position to continue to grow and successfully execute its strategy. I wish him continued success.”

Molinini, an eight-year Airgas veteran, has more than 32 years of operating experience in the industrial, medical and specialty gas and related hardgoods business, including 19 years with the Linde Division of Union Carbide Corporation.

New COO/Page 2

“Mike is assuming this role at a time when the business is performing well and his leadership can help us take it to the next level,” commented McCausland. “Mike’s broad industry experience encompasses almost every aspect of Airgas operations, and he has made major contributions to our growth and development. He has proven himself repeatedly with sound business judgment and disciplined execution. Mike has led a broad operational and marketing transformation for products representing sales of $1 billion. He also has shown great leadership in the development and successful implementation of our core business strategy during the past year.”

Molinini joined Airgas in 1997 as group vice president Airgas Direct Industrial and led the build-out of the centralized infrastructure for purchasing, logistics and hardgoods brand management. He also led the development of Airgas’ very successful Radnor private label program. In 2000, he became senior vice president – Hardgoods, with company-wide responsibility for directing sales and marketing, brand management, procurement, as well as managing distribution center logistics and supplier relationships for these welding and safety products.

Previously, Molinini served as vice president marketing at National Welders Supply Company, an Airgas joint venture, in Charlotte, North Carolina, where he managed all gases and hardgoods sales and marketing programs, and all welding and MRO supplier relationships. Other responsibilities included the design and implementation of the company’s computer systems and management of the rental equipment division. Prior to 1991, Molinini held a variety of operations, sales and business management positions with the Linde Division of Union Carbide Corporation, including president, Linde Gases of the Southeast.

Molinini received a B.S. in Chemistry from Seton Hall University. He has been married 29 years and has four children.

New COO/Page 3

About Airgas, Inc.

Airgas, Inc. (NYSE: ARG) is the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products. Its integrated network of about 900 locations includes branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com.