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UGI CORPORATION
2009 DEFERRAL PLAN
1
TABLE OF CONTENTS
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BACKGROUND
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1
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ARTICLE 1
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DEFINITIONS
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1
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ARTICLE 2
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ELIGIBILITY
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3
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ARTICLE 3
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BENEFITS
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3
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ARTICLE 4
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DISTRIBUTIONS TO PARTICIPANTS
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6
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ARTICLE 5
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VESTING
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9
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ARTICLE 6
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FUNDING
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9
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ARTICLE 7
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INVESTMENTS
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9
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ARTICLE 8
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ADMINISTRATION
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10
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ARTICLE 9
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CLAIMS PROCEDURE
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12
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ARTICLE 10
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AMENDMENT
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13
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ARTICLE 11
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TERMINATION
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13
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ARTICLE 12
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MISCELLANEOUS
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14
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EXHIBIT A
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DISTRIBUTION ELECTION FORM – UGI
SERPPARTICIPANTS
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17
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EXHIBIT B
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DISTRIBUTION ELECTION FORM – AMERIGAS
SERPPARTICIPANTS
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20
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EXHIBIT C
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DISTRIBUTION ELECTION FORM – NON-EMPLOYEE
DIRECTORS
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23
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2
BACKGROUND
UGI Corporation currently maintains the UGI
Corporation Supplemental Executive Retirement Plan ("UGI SERP") and
the UGI Corporation 2004 Omnibus Equity Compensation Plan, as
amended ("Equity Plan"), and AmeriGas Propane Inc. currently
maintains the AmeriGas Propane, Inc. Supplemental Executive
Retirement Plan ("AmeriGas SERP"). UGI Corporation has granted
stock units to non-employee directors under the Equity Plan or a
predecessor plan.
UGI Corporation and AmeriGas Propane, Inc. desire
to allow employees who are participants in the UGI SERP or the
AmeriGas SERP, and non-employee directors who hold stock units, to
defer benefits under the UGI SERP, AmeriGas SERP or stock units
after separation from service. UGI Corporation and AmeriGas
Propane, Inc. have adopted this 2009 Deferral Plan to allow such
deferral of benefits. All shares of UGI Corporation common stock
that are to be distributed pursuant to stock units deferred under
this Plan shall be issued under the Equity Plan and shall in all
respects be subject to the terms of the Equity Plan.
ARTICLE 1
Definitions
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1.1
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"Account" means a bookkeeping account established pursuant to
Section 3.1 to reflect the total amount standing to the credit
of the Participant under the Plan.
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1.2
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"Administrative Committee" shall mean the committee designated
by the Compensation Committee to administer the Plan.
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1.3
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"Affiliated Company" means any affiliate or subsidiary of the
Company, including AmeriGas Propane, Inc.
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1.4
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"AmeriGas SERP" means the AmeriGas Propane, Inc. Supplemental
Executive Retirement Plan, as amended.
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1.5
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"Beneficiary" means the person designated by a Participant to
receive any benefits payable after the Participant’s death.
The Company shall provide a form for this purpose. In the event a
Participant has not filed a Beneficiary designation with the
Company or none of the designated Beneficiaries are living at the
date of the Participant’s death, the Beneficiary shall be the
Participant’s estate.
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1.6
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"Board" means the Board of Directors of the Company.
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1.7
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"Change of Control" means "Change of Control" of the Company, as
defined in the Equity Plan.
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1.8
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"Code" means the Internal Revenue Code of 1986, as amended.
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1.9
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"Compensation Committee" means the Compensation and Management
Development Committee of the Board.
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1.10
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"Company" means UGI Corporation and its successors.
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1.11
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"Deferral Election" means an election to defer UGI SERP or
AmeriGas SERP benefits or Stock Units as described in
Section 3.2.
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1.12
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"Dividend Equivalent" means an amount determined by multiplying
the number of shares of common stock of the Company subject to
Stock Units by the per-share cash dividend, or the per-share fair
market value of any dividend in consideration other than cash, paid
by the Company on its common stock.
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1.13
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"Effective Date" of the Plan is January 1, 2009.
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1.14
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"Employee" means any individual employed by the Employer as an
officer, senior manager or other highly compensated employee.
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1.15
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"Employer" means the Company and its Affiliated Companies,
either collectively or individually, as the context requires.
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1.16
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"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
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1.17
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"Equity Plan" means the Company’s 2004 Omnibus Equity
Compensation Plan, as amended.
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1.18
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"Key Employee" means a 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.
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1.19
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"Non-Employee Director" means a member of the Board who is not
an employee of the Employer.
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1.20
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"Participant" means any Employee or Non-Employee Director who
satisfies the eligibility requirements set forth in Article 2
and elects to participate in the Plan.
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1.21
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"Plan" means this UGI Corporation 2009 Deferral Plan.
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1.22
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"Postponement Period" means, 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 payments
may not be made to the Key Employee under section 409A of the
Code.
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1.23
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"Re-Deferral Election" means an election to re-defer the payment
date of an Account as described in Section 4.3.
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1.24
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"Retirement Distribution Account" means a distribution account
described in Section 4.2.
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1.25
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"Separation from Service" means a Participant’s separation
from service with the Employer within the meaning of section 409A
of the Code and the regulations promulgated thereunder.
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1.26
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"Stock Units" means the stock units issued to Non-Employee
Directors under the Equity Plan or a predecessor plan.
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1.27
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"UGI SERP" means the UGI Corporation Supplemental Executive
Retirement Plan, as amended.
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1.28
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"Unit Value" means, at any time, the value of each Stock Unit,
which shall be equal to the Fair Market Value (as defined in the
Equity Plan) of a share of the Company’s common stock on such
date.
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ARTICLE 2
Eligibility
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2.1
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Participation.
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Each Employee who has earned an accrued benefit
under the UGI SERP or the AmeriGas SERP, and each Non-Employee
Director who
receives a grant of Stock Units shall be eligible to participate in
the Plan. Each such Employee or Non-Employee Director may
elect to become a Participant by electing to have an Account
established under this Plan upon Separation from Service, as
described in Section 3.2 below.
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ARTICLE 3
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Benefits
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3.1
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Account.
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The Employer shall create and maintain on its books
an Account for each Participant after Separation from Service, to
which it
shall credit amounts credited to the Plan pursuant to this
Article 3. The Employer shall also credit each
Participant’s
Account with deemed earnings or Dividend Equivalents in accordance
with the provisions of Article 7 below.
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3.2
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Deferral Elections with respect to the UGI SERP,
AmeriGas SERP and Stock Units.
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(a) An Employee who has an accrued benefit in
the UGI SERP or the AmeriGas SERP as of December 1, 2008, may
elect in 2008 to have his or her benefit under the UGI SERP or
AmeriGas SERP at Separation from Service credited to the
Employee’s Account under this Plan as of the date of the
Employee’s Separation from Service. A Non-Employee Director
who holds Stock Units as of December 31, 2008, may elect in
2008 to have his or her Stock Units at Separation from Service
credited to the Non-Employee Director’s Account under this
Plan as of the date of the Non-Employee Director’s Separation
from Service.
(b) An Employee who first accrues a benefit in
the UGI SERP after December 31, 2008, may elect to have his or
her benefit under the UGI SERP credited to the Employee’s
Account under this Plan as of the date of the Employee’s
Separation from Service. The election must be made no later than
30 days following the first day of the calendar year following
the calendar year in which the Employee first accrues a benefit
under the UGI SERP, or as otherwise required by section 409A.
(c) An Employee who first accrues a benefit in
the AmeriGas SERP after December 31, 2008, may elect to have
his or her benefit under the AmeriGas SERP credited to the
Employee’s Account under this Plan as of the date of the
Employee’s Separation from Service. The election must be made
before the first year in which the Employee accrues a benefit under
the AmeriGas SERP (or any other nonqualified deferred compensation
plan that is aggregated with the AmeriGas SERP for purposes of
section 409A) or in the case of a newly hired Employee, not later
than 30 days after the Employee first becomes eligible to
participate in the AmeriGas SERP (or any other nonqualified
deferred compensation plan that is aggregated with the AmeriGas
SERP for purposes of section 409A), with respect to compensation
for services to be performed after the election, in accordance with
section 409A.
(d) A Non-Employee Director who first receives
Stock Units after December 31, 2008, may elect to have his or
her Stock Units credited to the Non-Employee Director’s
Account under this Plan as of the date of the Non-Employee
Director’s Separation from Service. The election must be made
before the first year in which the Non-Employee Director receives
Stock Units or, in the case of a newly elected (after
January 1, 2009) Non-Employee Director, not later than
30 days after the Non-Employee Director first becomes eligible
to participate in the Plan, with respect to compensation for
services to be performed after the election, in accordance with
section 409A.
(e) Each Employee or Non-Employee Director who
makes an election under subsection (a), (b), (c) or
(d) shall elect, at the same time, the form and time of
payment of the benefits to be credited to his or her Account under
this Plan, as described in Section 3.3 below.
(f) Notwithstanding the foregoing, the
Administrative Committee may impose such rules and restrictions as
it deems appropriate on Deferral Elections, in accordance with
section 409A, including rules and restrictions with respect to the
ability of newly promoted Employees to make Deferral Elections
under the Plan.
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3.3
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Election of Form and Time of Payment.
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When an Employee or Non-Employee Director makes an
election pursuant to
Section 3.2, the Employee or Non-Employee Director shall
select one or
more of the following forms and times of payment under the Plan
for
amounts credited from the UGI SERP, AmeriGas SERP or Stock Units,
as
applicable:
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(a) An Employee may elect that the
Employee’s UGI SERP or AmeriGas SERP benefits shall be paid
in a lump sum payment within 30 business days after the
Employee’s Separation from Service date, subject to the
Postponement Period for section 409A. A Non-Employee Director may
elect that his or her Stock Units shall be paid in a lump sum
payment within 30 business days after his or her Separation from
Service date. To the extent that any UGI SERP benefits, AmeriGas
SERP benefits or Stock Units are to be paid in a lump sum under
this subsection (a), such benefits or Stock Units shall be paid in
accordance with the UGI SERP, AmeriGas SERP or Stock Unit
Agreements, as applicable, and no Account for such benefits or
Stock Units will be established under this Plan.
(b) A Participant may elect that as of the
Participant’s Separation from Service date, the amounts
deferred from the UGI SERP, AmeriGas SERP or Stock Units, as
applicable, shall be credited to a Retirement Distribution Account
and shall be paid in installments over two to 10 years. The
payments shall commence 14 months after the
Participant’s Separation from Service date and shall be paid
annually thereafter in February of the calendar year following the
first payment and subsequent calendar years.
(c) A Participant may elect that as of the
Participant’s Separation from Service date, the amounts
deferred from the UGI SERP, AmeriGas SERP or Stock Units, as
applicable, shall be credited to up to five Retirement Distribution
Accounts, each of which shall be paid in a lump sum in the year
specified by the Participant. The first Retirement Distribution
Account shall become payable 14 months after the
Participant’s Separation from Service date, unless the
Participant has elected otherwise in accordance with the Plan.
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3.4
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Delivery Instructions
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Each Participant’s deferral election must be
made in writing on the
distribution election form attached hereto as Exhibits A, B or C,
as
applicable, or similar forms, and must be filed with the
Company’s
Corporate Secretary.
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ARTICLE 4
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Distributions to Participants
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4.1
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Separation from Service.
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When a Participant Separates from Service, the
amounts to be credited
from the UGI SERP, AmeriGas SERP or Stock Units, as applicable,
shall be
credited to the Participant’s Account under this Plan in
accordance with
the Participant’s distribution election pursuant to
Section 3.3. The
amounts shall be distributed as follows:
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(a) If the Participant has elected a lump sum
payment under Section 3.3(a), the amount shall be distributed
in a lump sum payment as described in Section 3.3(a) under the
UGI SERP, AmeriGas SERP or Stock Unit Agreement, as applicable.
(b) If the Participant has elected installment
payments under Section 3.3(b), the amount shall be distributed
in the number of installments elected, as described in
Section 3.3(b). The installments will be paid annually, and
each installment will be calculated as the amount credited to the
Participant’s Retirement Distribution Account immediately
before the distribution date, divided by the number of remaining
years in the payment schedule.
(c) If the Participant has elected one to five
Retirement Distribution Accounts under Section 3.3(c), each
Retirement Distribution Account shall be paid in a lump sum on the
specified date after the Participant’s Separation from
Service.
(d) If a Participant has not elected the form
and timing of payment, the amount will be distributed in a lump sum
payment as described in Section 3.3(a).
(e) Notwithstanding the foregoing or any
elections to the contrary, if the total amounts credited to the
Participant’s aggregate Retirement Distribution Accounts is
less than $25,000 at the Participant’s Separation from
Service date, distribution shall be made in a lump sum payment as
described in Section 3.3(a).
(a) If a Participant dies before Separation
from Service, the Participant’s benefit under the UGI SERP
will be paid to his or her surviving spouse in the form designated
by the Participant under Section 3.3. If a Participant dies
before Separation from Service and does not have a surviving
spouse, no death benefit will be paid under the UGI SERP. If a
Participant dies after Separation from Service, the
Participant’s benefit under the UGI SERP will be paid to his
or her Beneficiary in the form and at the time designated by the
Participant under Section 3.3.
(b) If a Participant dies before or after
Separation from Service, the Participant’s benefit under the
AmeriGas SERP or the Participant’s Stock Units, as
applicable, will be paid to his or her Beneficiary in the form and
at the time designated by the Participant under
Section 3.3.
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4.3
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Re-Deferral Elections .
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Subject to the timing requirements described below,
a Participant may change his or her elections regarding the time
and form of distribution (a " Re-Deferral Election
"), as follows:
(a) A Participant who has previously elected
to receive his or her distribution in the form of a lump sum (or
whose distribution is payable in a lump sum by operation of the
Plan) may elect to re-defer all or any part of that scheduled
distribution to a later date pursuant to subsection (b) below.
A Participant who has previously elected to receive his or her
distribution in the form of installments may elect to re-defer the
entire distribution amount to a later date, provided that the
election must be made pursuant to subsection (b) below before
the installment payments begin.
(b) Any Re-Deferral Election (i) will be
irrevocable when made, (ii) may not accelerate the payment (in
the case of installments, the Re-Deferral Election may not
accelerate the first scheduled payment), (iii) will not be
effective as to any payment scheduled to be made within
12 months of the Re-Deferral Election and (iv) must defer
the first payment to which the Re-Deferral Election applies for at
least five additional years. All Re-Deferral Elections must be made
in accordance with section 409A of the Code.
(c) No Re-Deferral Election may be made by a
Participant who Separates from Service before the Participant has
attained age 55 and has completed 10 years of service with the
Employer. No Re-Deferral Election may be made after a
Participant’s death. No Re-Deferral Election may be made
after the tenth anniversary of the Participant’s Separation
from Service.
(d) In addition, in no event may a Participant
make a Re-Deferral Election unless the Participant’s
Retirement Distribution Account to be re-deferred is at least
$25,000 at the time of the election.
(e) Notwithstanding the foregoing, the Company
reserves the right to reject any new Re-Deferral Election, in which
case the applicable Account will be distributed in accordance with
the Participant’s deferral election or Re-Deferral Election
then in effect.
(f) A Participant’s Re-Deferral Election
must be made in writing and filed with the Company’s
Corporate Secretary. The Company must acknowledge receipt of the
Re-Deferral Election in order for the Re-Deferral Election to be
valid. The Re-Deferral Election must designate a form and time of
payment described in Section 3.3, except that the payment date
shall be postponed as described in the Re-Deferral Election. All
references in Sections 4.1 and 4.2 to payment dates and forms
under Section 3.3 shall be deemed to include any applicable
Re-Deferral Elections.
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4.4
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Change of Control . The following provisions apply in the
event of a Change of Control of the Company, notwithstanding
anything in the Plan to the contrary:
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(a) A Change of Control will not affect the
form and timing of distribution of the UGI SERP and AmeriGas SERP
benefits deferred under this Plan.
(b) In the event of a Change of Control that
is a change in control event under section 409A of the Code, the
Company shall redeem all the Stock Units then credited to the
Participant’s Account, and the redemption amount shall be
paid in cash on the closing date of the Change of Control. 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.
(c) In the event that the transaction
constituting a Change of Control is not a change in control event
under section 409A of the Code, the Participant’s Stock Units
shall be redeemed and paid in cash within 30 business days after
the Participant’s Separation from Service date, instead of
upon the Change of Control. (For example, an acquisition by any
person of 20% or more of the voting power of the Company’s
stock may be a Change of Control under the Equity Plan, whereas the
section 409A definition requires that the person acquire 30% of the
voting power of the stock). If the Change of Control is not a
change in control event under section 409A of the Code and the
Participant Separated from Service before the Change of Control,
the Participant’s Stock Units shall be paid in cash at the
applicable date specified in Section 4.1, 4.2 or 4.3. If
payment is delayed after the Change of Control, pursuant to this
subsection (c), the Compensation Committee may provide for the
Stock Units to be valued at the Unit Value 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.
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4.5
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Medium of Payment . All distributions under the Plan
shall be made in cash, except that distributions of Stock Units
(including Dividend Equivalents) shall be made 65% in Company
common stock issued under the Equity Plan and 35% in cash, or as
otherwise specified under the applicable Stock Unit Agreement or
under Section 4.4.
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4.6
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Section 409A Six-Month Delay .
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Notwithstanding any provision of the Plan to the
contrary, distributions upon a Separation from Service to a
Participant who is a Key Employee shall not be made during the
Participant’s Postponement Period. If payment is required to
be delayed for the Postponement Period pursuant to section 409A,
the accumulated amounts withheld on account of section 409A, shall
be paid in a lump sum payment within 15 days of the
Postponement Period. If the Participant dies during the
Postponement Period prior to the distribution of the
Participant’s Retirement Distribution Account, the amounts
withheld on account of section 409A, with interest as described
below, shall be paid to the Participant’s estate within
60 days after the Participant’s death.
ARTICLE 5
Vesting
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5.1
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The balance credited to a Participant’s Account shall be
fully vested at all times.
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ARTICLE 6
Funding
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6.1
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The Board may, but shall not be required to, authorize the
establishment of a rabbi trust for the benefits described herein.
In any event, the Company’s obligation hereunder shall
constitute a general, unsecured obligation, payable solely out of
its general assets, and no Participant shall have any right to any
specific assets of the Company or any such vehicle.
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ARTICLE 7
Investments
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7.1
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After a Participant’s Separation from Service, amounts
credited to the Plan from the UGI SERP, AmeriGas SERP or Stock
Units shall be credited with earnings and losses as follows:
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(a) Amounts credited to a Participant’s
Retirement Distribution Account from the UGI SERP or the AmeriGas
SERP that are to be paid pursuant to Section 3.3(b) or 3.3(c)
shall be deemed to be invested in investment funds according to
procedures established by the Administrative Committee. The
Participant may select the investment funds from among the funds
made available by the Administrative Committee. If a Participant
does not select the investment funds, the amounts credited for the
Participant shall be deemed invested in a target retirement fund
selected by the Administrative Committee.
(b) Stock Units that are credited to the Plan
and are to be paid pursuant to Section 3.3(b) or 3.3(c) shall
continue to be held in the form of Stock Units. Dividend
Equivalents shall be credited to the Participant’s Account
with respect to Stock Units when dividends are paid on Company
common stock, in an amount equal to the Dividend Equivalent
associated with the Stock Units held by the Participant on the
record date for the dividend. On the last day of each calendar
year, the amount of the Dividend Equivalents credited to the
Participant’s Account during that calendar year shall be
converted to a number of Stock Units, based on the Unit Value on
the last day of that calendar year. In the event of a Change of
Control or in the event the Participant dies or Separates from
Service prior to th
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