2002 NON-QUALIFIED STOCK OPTION
PLAN
AMENDED AND RESTATED AS OF MAY 24, 2005
The purpose of
this Plan is to assist the Company in securing, motivating and
retaining managerial talent by affording managers and other key
Employees an opportunity to purchase the Company’s Stock
under options. No grants may 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 UGI’s Board
of Directors as constituted from time to time.
2.02 “Change of Control” means a
change of control as defined in a change of control agreement
between a Participant’s respective employer and certain of
its employees.
2.03 “Committee” means the
Compensation and Management Development Committee of the Board or
its successor.
2.04 “Company” means UGI
Corporation, a Pennsylvania corporation, any successor thereto and
any Subsidiary.
2.05 “Date of Grant” means the
effective date of an Option grant; provided, however, that no
retroactive grants will be made.
2.06 “Employee” means a regular
full-time salaried employee (including officers and directors who
are also employees) of the Company.
2.07 “Fair Market Value” of Stock
means the average, rounded to the next highest cent ($0.01), 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. Notwithstanding the foregoing, in the case of a
cashless exercise pursuant to Section 7.4, 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 an Employee designated by the
Committee to participate in the Plan.
2.11
“Plan” means this 2002 Non-Qualified Stock Option
Plan.
2.12 “Stock” means the Common Stock
of UGI or such other securities of UGI as may be substituted for
Stock or such other securities pursuant to
Section 13.
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.
2.14 “Termination without Cause”
means termination for the convenience of the Company for any reason
other than (i) misappropriation of funds, (ii) habitual
insobriety or substance abuse, (iii) conviction of a crime
involving moral turpitude, or (iv) gross negligence in the
performance of duties, which gross negligence has had a material
adverse effect on the business, operations, assets, properties or
financial condition of the Company. The Committee will have the
sole discretion to determine whether a significant reduction in the
duties and responsibilities of a Participant will constitute a
Termination without Cause.
2.15
“UGI” means UGI Corporation, a Pennsylvania corporation
or any successor thereto.
3. MAXIMUM
NUMBER OF SHARES AVAILABLE FOR OPTIONS
The number of
shares of Stock which may be made the subject of Options under this
Plan may not exceed 1,500,000 in the aggregate (after giving
retroactive effect to the 2-for-1 Stock split distributed
May 24, 2005), subject, however, to the adjustment provisions
of Section 13. 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 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.
The Plan will
remain in effect until all Stock subject to it has been transferred
to Participants or all Options have terminated or been exercised.
Notwithstanding the foregoing, no Option may be granted after
December 31, 2011.
2
The Plan will
be administered by the Committee. Subject to the express provisions
of the Plan, the Committee will have authority, in its complete
discretion, to determine the Employees to whom, and the time or
times at which grants will be made. In making such determinations,
the Committee may take into account the nature of the services
rendered by an Employee, the present and potential contributions of
the Employee to the Company’s success and such other factors
as the Committee in its discretion deems relevant. Awards under a
particular Section of the Plan need not be uniform as among
Participants. 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, to determine the terms and provisions of the
respective stock option agreements required by Section 7.2 of
the Plan, 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.
Grants
hereunder may be made only to managers and key Employees, other
than executive officers, as defined in the Securities Exchange Act
of 1934, as amended, of UGI Corporation, who are selected by the
Committee, in its sole discretion, to participate in the
Plan.
7.01 Grant of Options . Subject to the
provisions of Sections 2.09 and 3: (i) Options may be
granted to Participants at any time and from time to time as may be
determined by the Committee; and (ii) the Committee will have
complete 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.
7.02 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,
the number of shares of Stock to which the Option pertains and the
Option’s vesting schedule.
7.03
Exercise and Vesting .
(a) Except as otherwise specified by the
Committee in the stock option agreement, the option shall become
exercisable in equal one-third (1/3) installments on the first,
second and third anniversaries of the Date of Grant.
Notwithstanding the foregoing, in the event that any such Options
are not by their terms immediately exercisable, the Committee may
accelerate the exercisability of any or all outstanding options at
any time for any reason. No Option will be exercisable on or after
the tenth anniversary of the Date of Grant.
3
(b) Except as otherwise specified by the
Committee, in the event that a Participant holding an option ceases
to be an Employee, the Options held by such Participant will
terminate on the date such Participant ceases to be an Employee.
The Committee will have authority to determine whether an
authorized leave of absence or absence on military or governmental
service will constitute a termination of employment for the
purposes of this Plan. However, if a Participant holding an option
ceases to be an Employee by reason of (i) Termination without
Cause, (ii) retirement, (iii) disability, or (iv) death,
the Option held by any such Participant will thereafter become
exercisable pursuant to the following:
|
