2000 DIRECTORS’ STOCK
OPTION PLAN
AMENDED AND RESTATED AS OF MAY
24, 2005
The purpose of this Plan is to
(1) encourage ownership of Company Stock by non-employee
directors and thereby align such directors’ interests more
closely with the interests of shareholders of the Company, and
(2) assist the Company in securing and retaining highly
qualified persons to serve as non-employee directors, in which
position they may contribute materially to the long-term growth and
profitability of the Company, by affording them an opportunity to
acquire Stock. No grants shall be made under this Plan after
January 1, 2004.
Whenever used in this Plan, the following terms
will have the respective meanings set forth below:
2.01
“Board” means the Company’s Board of
Directors as constituted from time to time.
2.02 “Administrative
Committee” means the committee of Company employees
appointed by the Committee to perform ministerial and other
assigned functions.
2.03 “Change of Contro l
” means a change of control as defined in the change
of control agreement between the Company and its chief executive
officer, as amended from time to time.
2.04 “Committee” means the
Compensation and Management Development Committee of the Board or
its successor.
2.05
“Company” means UGI Corporation, a Pennsylvania
corporation and any successor thereto.
2.06 “Date of Grant” means
the effective date of an Option grant; provided, however, that no
retroactive grants will be made.
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2.07 “Fair Market Value” of
Stock means the average of the highest and lowest sales prices
thereof on the New York Stock Exchange on the day on which Fair
Market Value is being determined, as reported on the Composite Tape
for transactions on the New York Stock Exchange. In the event that
the New York Stock Exchange does not express sales prices in
decimal form, the average will be rounded to the next highest
one-eighth of a point (.125). In the event that the New York Stock
Exchange expresses sales prices in decimal form, the average will
be rounded to the next highest penny. Notwithstanding the
foregoing, in the case of a cashless exercise pursuant to
Section 7.4(iii), the Fair Market Value will be the actual
sale price of the shares issued upon exercise of the Option. In the
event that there are no Stock transactions on the New York Stock
Exchange on such day, the Fair Market Value will be determined as
of the immediately preceding day on which there were Stock
transactions on that exchange.
2.08 “Option” means the right
to purchase Stock pursuant to the relevant provisions of this Plan
at the Option Price for a specified period of time, not to exceed
ten years from the Date of Grant, which period of time will be
subject to earlier termination prior to exercise in accordance with
Section 7.3(b) of this Plan.
2.09 “Option Price” means an
amount per share of Stock purchasable under an Option designated by
the Committee on the Date of Grant of an Option to be payable upon
exercise of such Option. The Option Price will not be less than
100% of the Fair Market Value of the Stock determined on the Date
of Grant.
2.10 “Participant” means a
non-employee director who is eligible to receive, and is granted,
Options under the Plan.
2.11
“Plan” means this 2000 Directors’ Stock
Option Plan.
2.12 “Stock” means the Common
Stock of the Company or such other securities of the Company as may
be substituted for Stock or such other securities pursuant to
Section 10.
2.13 “Subsidiary” means any
corporation or partnership, at least 20% of the outstanding voting
stock, voting power or partnership interest of which is owned
respectively, directly or indirectly, by the Company.
3. Number
and Source of Shares Available for Options — Maximum
Allotment
The number of shares of Stock which may be made
the subject of Options under this Plan at any one time may not
exceed 600,000 in the aggregate (after giving retroactive effect to
the 2-for-1 Stock split distributed May 24, 2005), including
shares acquired by Participants through exercise of Options under
this Plan. The number of shares of Stock which may be the subject
of grants of Options to any one individual in a calendar year will
not exceed 30,000 (after giving retroactive effective effect to the
2-for-1 Stock split distributed May 24, 2005. The foregoing
limits will be subject to the adjustment provisions of
Section 10 below. If any Option expires or terminates for any
reason without having been exercised in full, the unpurchased
shares subject to the Option will again be available for the
purposes of the Plan. Shares which are the subject of Options may
be previously issued and outstanding shares of the Stock reacquired
by the Company and held in its treasury, or may be authorized but
unissued shares of Stock, or may be a combination of
both.
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The Plan will remain in effect until all Stock
subject to it has been purchased pursuant to the exercise of
Options or all such Options have terminated without exercise.
Notwithstanding the foregoing, no Option may be granted after
December 31, 2009.
5.
Determination of Grants — Administration of
Plan
5.1 Determination of Grants . The
Company, after consultation with outside compensation consultants,
shall make recommendations to the Committee as to the grants to be
made under the Plan. Subject to the express provisions of the Plan,
the Committee will have the authority to determine the non-employee
directors to whom, and the time or times at which, Options will be
granted, the number of shares to be subject to each Option, the
Option Price to be paid for the shares upon the exercise of each
Option, and the period within which each Option may be exercised.
Grants made by the Committee will be subject to the approval of the
Board.
5.2 Administration of Plan . The Plan
will be administered by the Committee. Subject to the express
provisions of the Plan, the Committee will also have authority to
construe and interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations (including factual determinations) necessary or
advisable for the orderly administration of the Plan. All
ministerial functions, in addition to those specifically delegated
elsewhere in the Plan, shall be performed by a committee comprised
of Company employees (“Administrative Committee”)
appointed by the Committee. A stock option agreement as discussed
below shall be executed by each Participant receiving a grant under
the Plan and shall constitute that Participant’s
acknowledgement and acceptance of the terms of the Plan and the
Committee’s authority and discretion.
Each director of the Company who, on any date on
which an Option is to be granted (as specified in Section 7 of
the Plan), is not an employee of the Company or any parent or
Subsidiary of the Company, will be eligible to receive Options
under the Plan. The foregoing notwithstanding, no director who is
serving on the Board as a result of a nomination or appointment
pursuant to the terms of any debt instrument, preferred stock,
underwriting agreement, or other contract entered into by the
Company will be eligible to participate in the Plan. No person
other than those specified in this Section 6 will participate
in the Plan.
7.1 Grant of Options . Subject to the
provisions of Sections 2.08 and 3: (i) Options may be
granted to Participants under substantially equal terms at any time
and from time to time as may be determined by the Committee, and
(ii) subject to approval of the Board, the Committee will have
discretion in determining the Options to be granted, the number of
shares of Stock to be subject to each Option, the Option Price to
be paid for the shares upon the exercise of each Option, the period
within which each Option may be exercised and the vesting schedule
associated with the Option.
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7.2 Option Agreement . As determined by
the Committee on the Date of Grant, each Option will be evidenced
by a stock option agreement that will, among other things, specify
the Date of Grant, the Option Price, the duration of the Option,
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