Exhibit 10.2(b)
Officer
French Sub-Plan
UGI CORPORATION
AMENDED AND RESTATED 2004 OMNIBUS EQUITY COMPENSATION PLAN
SUB-PLAN FOR FRENCH EMPLOYEES AND CORPORATE
OFFICERS
STOCK OPTION GRANT
LETTER
This STOCK OPTION GRANT, dated
_____, 200_ (the “Date of Grant”), is
delivered by UGI Corporation (“UGI”) to
(the “Participant”).
The UGI Corporation Sub-Plan for French
Employees and Corporate Officers (the “Sub-Plan”) under
the Amended and Restated 2004 Omnibus Equity Compensation Plan (the
“Plan”) provides for the grant of options to purchase
shares of common stock of UGI. The Board of Directors of UGI (the
“Board”) authorizes and administers all option grants
to employees and corporate officers in France, and the Board has
decided to make a stock option grant to the Participant.
NOW, THEREFORE, the parties to this Grant
Letter, intending to be legally bound hereby, agree as
follows:
1.
Grant of Option . Subject to the terms and conditions set
forth in this Grant Letter and in the Plan and the Sub-Plan, UGI
hereby grants to the Participant a stock option (the
“Option”) to purchase _____ shares of
common stock of UGI (“Shares”) at an exercise price of
U.S. $ per Share. The Option is intended to be a
qualified option for French tax purposes and a nonqualified stock
option for U.S. tax purposes. The Option shall become exercisable
according to Section 2 below.
2.
Exercisability of Option . The Option shall become
exercisable on the following date, if the Participant is employed
by the Company (as defined below) on the applicable
date:
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Date
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Shares for Which the
Option is Exercisable
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_____, 201_
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100%
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(a) The Option shall have a term of nine
years and six months from the Date of Grant and shall terminate at
the expiration of that period (5:00 p.m. U.S. EST on ________
____, 201_), unless it is terminated at an earlier date pursuant to
the provisions of this Grant Letter or the Plan.
(b) If the Participant ceases to be
employed by, or provide service to, the Company, the Option will
terminate on the date the Participant ceases such employment or
service, except as provided below. If the Participant ceases to be
employed by, or provide service to, the Company by reason of
(i) Termination without Cause (as defined below),
(ii) Retirement (as defined below), (iii) Disability (as
defined below), or (iv) death, the Option held by the
Participant will thereafter be exercisable pursuant to the
following terms:
(i) Termination Without Cause . If the
Participant’s employment or service terminates on account of
a Termination without Cause, the Option will thereafter be
exercisable only with respect to that number of Shares with respect
to which the Option is already exercisable on the date the
Participant’s employment or service terminates. Such portion
of the Option will terminate upon the earlier of the expiration
date of the Option or the expiration of the 13-month period
commencing on the date the Participant ceases to be employed by, or
provide service to, the Company.
(ii) Retirement . If the Participant
ceases to be employed by, or provide service to, the Company on
account of Retirement, the Option will thereafter become
exercisable as if the Participant had remained employed by, or had
continued providing service to, the Company for 48 months
after the date of such Retirement. The Option will terminate upon
the earlier of the expiration date of the Option or the expiration
of such 48-month period.
(iii) Disability . If the Participant is
determined to be Disabled, the Option will thereafter become
exercisable as if the Participant had remained employed by, or had
continued providing service to, the Company for 48 months
after the date of such Disability. The Option will terminate upon
the earlier of the expiration date of the Option or the expiration
of such 48-month period.
(iv) Death . In the event of the death of
the Participant while employed by, or while providing service to,
the Company or while the Option is outstanding pursuant to
subsections (i), (ii) or (iii) above, the Option will be
fully and immediately exercisable and may be exercised at any time
prior to expiration of the six-month period following the
Participant’s death. After the Participant’s death, the
Participant’s Option may be exercised by the
Participant’s estate.
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(a) Subject to the provisions of
Sections 2 and 3 above, the Participant may exercise part or
all of the exercisable Option by giving UGI irrevocable written
notice of intent to exercise on a form provided by UGI and
delivered in the manner provided in Section 13 below. Payment
of the exercise price and any applicable withholding taxes must be
made prior to issuance of the Shares. The Participant shall pay the
exercise price (i) in cash in U.S. dollars or (ii) by
payment through a broker in accordance with procedures acceptable
to the Board and permitted by Regulation T of the U.S. Federal
Reserve Board.
(b) The obligation of UGI to deliver Shares
upon exercise of the Option shall be subject to all applicable
laws, rules, and regulations and such approvals by governmental
agencies as may be deemed appropriate by the Board, including such
actions as UGI’s counsel shall deem necessary or appropriate
to comply with relevant securities laws and regulations. UGI may
require that the Participant (or other person exercising the Option
after the Participant’s death) represent that the Participant
is purchasing Shares for the Participant’s own account and
not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as UGI deems
appropriate.
(c) All obligations of UGI under this Grant
Letter shall be subject to the rights of the Company as set forth
in the Plan to withhold amounts required to be withheld for any
taxes, if applicable.
5.
Definitions . Whenever used in this Grant Letter, the
following terms shall have the meanings set forth below:
(a)
“Company” means UGI and its Subsidiaries (as
defined in the Plan).
(b) “ Disability ” means
a long-term disability as defined in the Company’s long-term
disability plan applicable to the Participant.
(c) “Employed by the
Company” shall mean employment as an employee of the
Company. For purposes of this Grant
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