UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
STOCK UNIT GRANT
This STOCK UNIT GRANT, dated as of
January 1, 2009 (the “Date of Grant”), is
delivered by UGI Corporation (“UGI”) to
(the “Participant”) (the
“Agreement”).
The UGI Corporation 2004 Omnibus Equity
Compensation Plan, as amended (the “Plan”) provides for
the grant of stock units (“Stock Units”) with respect
to shares of common stock of UGI (“Shares”). The
Compensation and Management Development Committee of the Board of
Directors of UGI (the “Committee”) has decided to grant
Stock Units to the Participant.
NOW, THEREFORE, the parties to this Agreement,
intending to be legally bound hereby, agree as follows:
1.
Grant of Stock Units . Subject to the terms and conditions
set forth in this Agreement and in the Plan, UGI hereby grants to
the Participant
Stock Units. The Stock Units are contingently awarded and will be
earned and payable if and to the extent that the conditions of this
Agreement are met. The Stock Units are granted with Dividend
Equivalents (as defined below).
2.
Vesting . The Participant shall earn the right to payment of
the Stock Units if the Participant is employed by, or providing
service to, the Company (as defined in Section 9) on the
applicable vesting date:
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Vesting
Date
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Vested Stock Units
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[___
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%]
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[___
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%]
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[___
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%]
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If the
foregoing schedule would produce fractional Shares, the number of
Shares for which the Stock Units vest shall be rounded down to the
nearest whole Share.
3.
Termination of Employment or Service .
(a) Except as described below, if the
Participant’s employment or service with the Company
terminates before the Stock Units are fully vested, the unvested
Stock Units, and all related Dividend Equivalents, will be
forfeited.
(b) If the Participant ceases to be
employed by, or provide service to, the Company by reason of
(i) Retirement (as defined below), (iii) Disability (as
defined below), or (iv) death, the Participant’s
unvested Stock Units will become fully vested as of the termination
date.
4.
Payment with Respect to Stock Units . When the Stock Units
vest, the Company shall pay to the Participant whole Shares equal
to the number of Stock Units that have become vested on the vesting
date. Payment shall be made within 30 business days after the
vesting date (except as otherwise required by Section 8
below).
5.
Dividend Equivalents with Respect to Stock Units
.
(a) Dividend Equivalents shall accrue with
respect to Stock Units and shall be payable subject to the same
vesting conditions as the Stock Units to which they relate.
Dividend Equivalents shall be credited with respect to the Stock
Units from the Date of Grant until the payment date. Dividend
Equivalents will become vested as the underlying Stock Units vest.
If the underlying Stock Units are forfeited, all related Dividend
Equivalents shall also be forfeited.
(b) While the Stock Units are outstanding,
the Company will keep records in a bookkeeping account for the
Participant. On each payment date for a dividend paid by UGI on its
common stock, the Company shall credit to the Participant’s
account an amount equal to the Dividend Equivalents associated with
the Stock Units held by the Participant on the record date for the
dividend. No interest will be credited to any such
account.
(c) Dividend Equivalents will be paid in
cash at the same time as the underlying Stock Units are
paid.
(d) Notwithstanding anything in this
Agreement to the contrary, the Participant may not accrue Dividend
Equivalents in excess of $750,000 during any calendar year under
all grants under the Plan.
6.
Coordination with Severance Plan . Notwithstanding anything
in this Agreement to the contrary, if the Participant receives
severance benefits under a Severance Plan (as defined in
Section 9) and the terms of such benefits require that
severance compensation payable under the Severance Plan be reduced
by benefits payable under this Plan, any amount payable to the
Participant with respect to Stock Units and Dividend Equivalents
after the Participant’s termination of employment or service
shall be reduced by the amount of severance compensation paid to
the Participant under the Severance Plan, as required by, and
according to the terms of, the Severance Plan, if permitted by
section 409A of the Code.
7.
Withholding . The Participant shall be required to pay to
the Company, or make other arrangements satisfactory to the Company
to provide for the payment of, any federal, state, local or other
taxes that the Company is required to withhold with respect to the
payments under this Agreement. The Participant may elect to satisfy
the Company’s tax withholding obligation with respect to
payments in Shares by having Shares withheld up to an amount that
does not exceed the minimum applicable withholding tax rate for
federal (including FICA), state and local tax
liabilities.
(a) The outstanding Stock Units shall
become fully vested upon a Change of Control (as defined in the
Plan) and shall be paid in cash on the closing date of the Change
of Control, except as provided below.
(b) Notwithstanding the foregoing, if the
Stock Units are subject to section 4
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