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Exhibit 10.1 CHANGE IN CONTROL AGREEMENT This CHANGE IN
CONTROL AGREEMENT (" Agreement ") is made as of May 12,
2008, between UGI Utilities, Inc. (the " Company "), and
[Name] (the " Employee "). WHEREAS, the Company and
the Employee previously entered into a Change in Control Agreement
(the " Existing Agreement "); WHEREAS, the Company and
Employee wish to enter into this Agreement, which is an amendment
and restatement of the Existing Agreement, in order to comply with
recent changes to the tax law; WHEREAS, the Company has determined
that appropriate steps should be taken to reinforce and encourage
the continued attention and dedication of key members of the
Company’s management to their assigned duties without
distraction arising from the possibility of a Change in Control (as
defined below), although no such change is now contemplated;
WHEREAS, in order to induce the Employee to remain in the employ of
the Company, the Company agrees that the Employee shall receive the
compensation set forth in this Agreement in the event the
Employee’s employment with the Company is terminated in
connection with a Change in Control as a cushion against the
financial and career impact on the Employee of any such Change in
Control; NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements hereinafter set forth and intending
to be legally bound hereby, the parties hereby agree that the
Existing Agreement is amended and restated as follows: 1.
Definitions . For all purposes of this Agreement, the
following terms shall have the meanings specified in this Section
unless the context clearly otherwise requires: (a) "
Affiliate " and " Associate " shall have the
respective meanings ascribed to such terms in Rule 12b-2 of
Regulation 12B under the Exchange Act and shall include,
without limitation, UGI Corporation and its subsidiaries.
(b) A Person shall be deemed the " Beneficial Owner "
of any securities: (i) that such Person or any of such
Person’s Affiliates or Associates, directly or indirectly,
has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing)
or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise; provided , however
, that a Person shall not be deemed the "Beneficial Owner" of
securities tendered pursuant to a tender or exchange offer made by
such Person or any of such Person’s Affiliates or Associates
until such tendered securities are accepted for payment, purchase
or exchange; (ii) that such Person or any of such
Person’s Affiliates or Associates, directly or indirectly,
has the right to vote or dispose of or has "beneficial ownership"
of (as determined pursuant to Rule 13d-3 of
Regulation 13D-G under the Exchange Act), including without
limitation pursuant to any agreement, arrangement or understanding,
whether or not in writing; provided , however ,
that
a Person shall not be deemed the "Beneficial Owner" of any
security under this clause (ii) as a result of an oral or
written agreement, arrangement or understanding to vote such
security if such agreement, arrangement or understanding
(A) arises solely from a revocable proxy given in response to
a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the Proxy Rules under
the Exchange Act, and (B) is not then reportable by such
Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or (iii) that are
beneficially owned, directly or indirectly, by any other Person (or
any Affiliate or Associate thereof) with which such Person (or any
of such Person’s Affiliates or Associates) has any agreement,
arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in the proviso to clause (ii) above)
or disposing of any voting securities of the Company;
provided , however , that nothing in this Section
1(b) shall cause a Person engaged in business as an underwriter of
securities to be the "Beneficial Owner" of any securities acquired
through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of 40 days after
the date of such acquisition. (c) " Board " shall mean the
Board of Directors of the Company. (d) " Cause " shall
mean (i) misappropriation of funds, (ii) habitual
insobriety or substance abuse, (iii) conviction of a crime
involving moral turpitude, or (iv) gross negligence in the
performance of duties, which gross negligence has had a material
adverse effect on the business, operations, assets, properties or
financial condition of the Company. The determination of Cause
shall be made by an affirmative vote of at least two-thirds of the
members of the Board at a duly called meeting of the Board.
(e) " Change in Control " shall have the meaning set
forth in the attached Exhibit A to this Agreement. (f) "
COBRA Cost " shall mean 100% of the "applicable premium"
under section 4980B(f)(4) of the Code for continued medical and
dental COBRA Coverage under the Company’s benefit plans.
(g) " COBRA Coverage " shall mean continued medical and
dental coverage under the Company’s benefit plans, as
determined under section 4980B of the Code. (h) " Code "
shall mean the Internal Revenue Code of 1986, as amended.
(i) " Compensation Committee " shall mean the
Compensation and Management Development Committee of the Board.
(j) " Continuation Period " shall mean the three-year
period beginning on the Employee’s Termination Date. (k) "
Exchange Act " shall mean the Securities Exchange Act of
1934, as amended. (l) " Executive Severance Plan "
shall mean the Company’s Senior Executive Employee Severance
Pay Plan, as in effect from time to time.
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(m) " Good Reason Termination " shall mean a
Termination of Employment initiated by the Employee upon one or
more of the following occurrences: (i) a material breach by
the Company of any terms of this Agreement, including without
limitation a material breach of Section 2 or 13 of this
Agreement; (ii) a material diminution in the authority, duties
or responsibilities held by the Employee immediately prior to the
Change in Control; (iii) a material diminution in the
Employee’s base compensation as in effect immediately prior
to the Change in Control; or (iv) a material change in the
geographic location at which the Employee must perform services
(which, for purposes of this Agreement, means the Employee is
required to report, other than on a temporary basis (less than
12 months), to a location which is more than 50 miles from the
Employee’s principal place of business immediately preceding
the Change in Control, without the Employee’s express written
consent). Notwithstanding the foregoing, the Employee shall be
considered to have a Good Reason Termination only if the Employee
provides written notice to the Company, pursuant to Section 3,
specifying in reasonable detail the events or conditions upon which
the Employee is basing such Good Reason Termination and the
Employee provides such notice within 90 days after the event
that gives rise to the Good Reason Termination. Within 30 days
after notice has been provided, the Company shall have the
opportunity, but shall have no obligation, to cure such events or
conditions that give rise to the Good Reason Termination. If the
Company does not cure such events or conditions within the 30-day
period, the Employee may terminate employment with the Company
based on Good Reason Termination within 30 days after the
expiration of the cure period. (n) " Key Employee "
shall mean an employee who, at any time during the 12-month period
ending on the identification date, is a "specified employee" under
section 409A of the Code, as determined by the Compensation
Committee or its delegate. The determination of Key Employees,
including the number and identity of persons considered specified
employees and the identification date, shall be made by the
Compensation Committee or its delegate in accordance with the
provisions of section 409A of the Code and the regulations issued
thereunder. (o) " Postponement Period " shall mean, for
a Key Employee, the period of six months after separation from
service (or such other period as may be required by section 409A of
the Code), during which severance payments may not be paid to the
Key Employee under section 409A of the Code. (p) "
Release " shall mean a release of any and all claims against
the Company, its Affiliates, its Subsidiaries and all related
parties with respect to all matters arising out of the
Employee’s employment by the Company and its Affiliates and
Subsidiaries, or the termination thereof (other than claims
relating to amounts payable under this Agreement or benefits
accrued under any plan, program or arrangement of the Company or
any of its Subsidiaries or Affiliates) and shall be in the form
required by the Company of its terminating executives immediately
prior to the Change in Control.
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(q) " Subsidiary " shall mean any corporation in
which the Company, directly or indirectly, owns at least a 50%
interest or an unincorporated entity of which the Company, directly
or indirectly, owns at least 50% of the profits or capital
interests. (r) " Termination Date " shall mean the
effective date of the Employee’s Termination of Employment,
as specified in the Notice of Termination. (s) "
Termination of Employment " shall mean the termination of
the Employee’s actual employment relationship with the
Company and its Subsidiaries and Affiliates. 2.
Employment . After a Change in Control, during the term of
the Agreement, Executive shall continue to serve in the same or a
comparable executive position with the Company as in effect
immediately before the Change in Control, and with the same or a
greater target level of annual and long-term compensation as in
effect immediately before the Change in Control. 3. Notice
of Termination . Any Termination of Employment upon or
following a Change in Control shall be communicated by a Notice of
Termination to the other party hereto given in accordance with
Section 14 hereof. For purposes of this Agreement, a "Notice
of Termination" means a written notice which (i) indicates the
specific provision in this Agreement relied upon, (ii) briefly
summarizes the facts and circumstances deemed to provide a basis
for the Employee’s Termination of Employment under the
provision so indicated, and (iii) if the Termination Date is
other than the date of receipt of such notice, specifies the
Termination Date (which date shall not be more than 15 days
after the giving of such notice) except as provided in Section 1(m)
above). 4. Severance Compensation upon Termination of
Employment . (a) In the event of the Employee’s
involuntary Termination of Employment by the Company or a
Subsidiary or Affiliate for any reason other than Cause or in the
event of a Good Reason Termination, in either event upon or within
two years after a Change in Control, the Employee will receive the
following amounts in lieu of any severance compensation and
benefits under the Executive Severance Plan or any other severance
plan of the Company or a Subsidiary or Affiliate: (i) The
Company shall pay to the Employee a lump sum cash payment equal to
the greater of (A) or (B) as set forth below: (A) The
Separation Pay and Paid Notice as calculated under the terms of the
Executive Severance Plan based on the Employee’s compensation
and service as of the Termination Date, or (B) Three
multiplied by the sum of (1) the Employee’s annual base
salary plus (2) the Employee’s annual bonus. The annual
base salary for this purpose shall be the Employee’s annual
base salary in effect as of the Employee’s Termination Date.
The annual bonus shall be calculated for this purpose as the
greater of (x) the average annual cash bonus paid to the
Employee for the three full fiscal years of the Company preceding
the fiscal year in which the Termination Date occurs or
(y) the Employee’s target annual cash bonus for the
fiscal year in which the Termination Date occurs. For purposes of
the preceding sentence, if the Employee has not received an annual
cash bonus for three full fiscal years, the Employee’s
average annual cash bonus shall be determined by dividing the total
annual cash bonuses received by the Employee during the preceding
three full fiscal years by the number of full and fractional years
for which the Employee received an annual cash bonus during such
three-year period.
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(ii) The Company shall pay to the Employee a single lump
sum payment equal to the COBRA Cost that the Employee would incur
if the Employee continued medical and dental coverage under the
Company’s benefit plans during the Continuation Period, based
on the benefits in effect for the Employee (and, if applicable, his
or her spouse and dependents) at the Termination Date, less the
amount that the Employee would be required to contribute for
medical and dental coverage if the Employee were an active
employee. The cash payment shall include a tax gross up payment
equal to 75% of the lump sum amount described in the preceding
sentence. The Employee may elect continuation coverage under the
Company’s applicable medical and dental plans during the
Continuation Period by paying the COBRA Cost of such coverage.
COBRA Coverage shall run concurrently with the Continuation Period,
and nothing in this Section shall limit the Employee’s right
to elect COBRA Coverage for the full period permitted by law.
(iii) The Employee’s benefit under the Company’s
executive retirement plan shall be calculated as if the Employee
had continued in employment during the Continuation Period, earning
base salary and bonus at the annual rate calculated under
subsection (i)(B) above. (iv) The Company shall pay to the
Employee an amount equal to the Employee’s target annual cash
bonus amount for the Company’s fiscal year in which the
Termination Date occurs, multiplied by the number of months (with a
partial month counting as a full month) elapsed in the fiscal year
to the Termination Date and divided by 12, as well as any amounts
due but not yet paid from the prior year under such plan.
(b) Notwithstanding the foregoing, no payments shall be made
to the Employee under this Section 4 unless the Employee signs
and does not revoke a Release. The amounts described in subsections
(a) (i), (ii) and (iv) above shall be paid within
30 days after the Termination Date, subject to the
Company’s receipt of a Release and expiration of the
revocation period for the Release. Payments under this Agreement
shall be made by mail to the last address provided for notices to
the Employee pursuant to Section 14 of this Agreement. 5.
Other Payments . Upon any Termination of Employment
entitling the Employee to payments under this Agreement, the
Employee shall receive all accrued but unpaid salary and all
benefits accrued and payable under any plans, policies and programs
of the Company and its Subsidiaries or Affiliates, provided that
the Employee shall not receive severance benefits under the
Executive Severance Plan or any other severance plan of the Company
or a Subsidiary or Affiliate.
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6. Interest; Enforcement . (a) If the Company shall
fail or refuse to pay any amounts due the Employee under
Section 4 or 11 on the applicable due date, the Company shall
pay inter
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