UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
STOCK UNIT GRANT LETTER
This STOCK UNIT GRANT LETTER is dated as of
January 1, 2009 (the “Date of Grant”) and
delivered by UGI Corporation (“UGI”), to
(the “Participant”) (the “Grant
Letter”).
The UGI Corporation 2004 Omnibus Equity
Compensation Plan, as amended (the “Plan”) provides for
the grant of stock units with respect to shares of common stock of
UGI (“Shares”). The Board of Directors of UGI (the
“Board”) has decided to make a stock unit grant to the
Participant.
NOW, THEREFORE, the parties to this Grant
Letter, intending to be legally bound hereby, agree as
follows:
1.
Grant of Stock Units .
(a) Subject to the terms and conditions set
forth in this Grant Letter, the Board hereby awards the Participant
an award of
Stock Units (as defined in Section 4). The Stock Units are
granted with Dividend Equivalents (as defined in
Section 4).
(b) UGI shall keep records in an Account
(as defined in Section 4) to reflect the number of Stock Units
and Dividend Equivalents credited to the Participant. Fractional
Stock Units shall accumulate in the Participant’s Account and
shall be added to other fractional Stock Units to create whole
Stock Units.
2.
Dividend Equivalents with Respect to Stock Units
.
(a) Crediting of Dividend
Equivalents. From the Date of Grant until the
Participant’s Account has been fully distributed, on each
payment date for a dividend paid by UGI on its Shares, UGI shall
credit to the Participant’s Account an amount equal to the
Dividend Equivalent associated with the Stock Units credited to the
Participant on the record date for the dividend.
(b) Conversion to Stock Units. On
the last day of each Plan Year (as defined in Section 4), the
amount of the Dividend Equivalents credited to the
Participant’s Account during that Plan Year shall be
converted to a number of Stock Units, based on the Unit Value (as
defined in Section 4) on the last day of the Plan Year. In the
event of a Change of Control (as defined in the Plan) or in the
event the Participant dies or Separates from Service (as defined in
Section 4) prior to the last day of the Plan Year, as soon as
practicable following such event, and in no event later than the
date on which Stock Units are redeemed in accordance with
Section 3, UGI shall convert the amount of Dividend
Equivalents previously credited to the Participant’s Account
during the Plan Year to a number of Stock Units based on the Unit
Value on the date of such Change of Control, death or Separation
from Service.
3.
Events Requiring Redemption of Stock Units .
(a) Redemption. UGI shall redeem
Stock Units credited to the Participant’s Account at the
times and in the manner prescribed by this Section 3. When
Stock Units are to be redeemed, UGI will determine the Unit Value
of the Stock Units credited to the Participant’s Account as
of the date of the Participant’s Separation from Service or
death. Except as described in subsection (c) below, an amount equal
to 65% of the aggregate Unit Value will be paid in the form of
whole Shares (with fractional Shares paid in cash), and the
remaining 35% of the aggregate Unit Value will be paid in
cash.
(b) Separation from Service or
Death. In the event the Participant Separates from Service or
dies, UGI shall redeem all the Stock Units then credited to the
Participant’s Account as of the date of the
Participant’s Separation from Service or death. In the event
of a Separation from Service, the redemption amount shall be paid
within 30 business days after the date of the Participant’s
Separation from Service. In the event of death, the redemption
amount shall be paid to the Participant’s estate within 60
business days after the Participant’s death.
(c) Change of Control. In the event
of a Change of Control, UGI shall redeem all the Stock Units then
credited to the Participant’s Account. The redemption amount
shall be paid in cash on the closing date of the Change of Control
(except as described below). The amount paid shall equal the
product of the number of Stock Units being redeemed multiplied by
the Unit Value at the date of the Change of Control. However, in
the event that the transaction constituting a Change of Control is
not a change in control event under section 409A of the Code (as
defined in Section 4), the Participant’s Stock Units
shall be redeemed and paid in cash upon Separation from Service on
the applicable date described in subsection (b) above (based
on the aggregate Unit Value on the date of Separation from Service
as determined by the Board), instead of upon the Change of Control
pursuant to this subsection (c). If payment is delayed after the
Change of Control, pursuant to the preceding sentence, the Board
may provide for the Stock Units to be valued as of the date of the
Change of Control and interest to be credited on the amount so
determined at a market rate for the period between the Change of
Control date and the payment date.
(d) Deferral Elections .
Notwithstanding the foregoing, pursuant to the Deferral Plan, the
Participant may make a one-time, irrevocable
|
