Exhibit 10.12





Exhibit 10.12




AMERIGAS PROPANE, INC.




SENIOR EXECUTIVE EMPLOYEE




SEVERANCE PLAN




As in effect as of January 1, 2008



 


 









 








AMERIGAS PROPANE, INC.

SENIOR EXECUTIVE EMPLOYEE

SEVERANCE PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	Article I Purpose and Term of Plan
	 	 	1	 
	 
	 	 	 	 
	Article II Definitions
	 	 	2	 
	 
	 	 	 	 
	Article III Participation and Eligibility for Benefits
	 	 	5	 
	 
	 	 	 	 
	Article IV Benefits
	 	 	6	 
	 
	 	 	 	 
	Article V Method and Duration of Benefit Payments
	 	 	9	 
	 
	 	 	 	 
	Article VI Administration
	 	 	10	 
	 
	 	 	 	 
	Article VII Amendment and Termination
	 	 	12	 
	 
	 	 	 	 
	Article VIII Duties of the Company
	 	 	13	 
	 
	 	 	 	 
	Article IX Claims Procedures
	 	 	14	 
	 
	 	 	 	 
	Article X Miscellaneous
	 	 	15	 
	 
	 	 	 	 
	Appendix A Change in Control
	 	 	A-1	 
	 
	 	 	 	 





 


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ARTICLE I




PURPOSE AND TERM OF PLAN




Section 1.01 Purpose of the Plan. This Senior Executive Employee Severance Plan is
applicable to Executive Employees (as defined below) of AmeriGas Propane, Inc. and its affiliates.
The Plan is intended to help alleviate financial hardships that may be experienced by Executive
Employees whose employment is involuntary terminated. The Plan is intended to be a “severance pay
plan” for purposes of ERISA (as defined below). The benefits paid by the Plan are not deferred
compensation, and no employee shall have a vested right to such benefits. The Plan has been
drafted to give the Company (as defined below) broad discretion in designating individuals who are
eligible for benefits and the amount of such benefits. All actions taken by the Company shall be
in its role as the plan sponsor and not as a fiduciary.



Section 1.02 Term of the Plan. This amendment and restatement is a continuation of
the Company’s existing Executive Employee Severance Pay Plan. The Plan will continue until such
time as the Company, acting in its sole discretion, elects to modify, supersede or terminate it in
accordance with the further provisions hereof.


 


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ARTICLE II




DEFINITIONS




Section 2.01 “Administrative Committee” shall mean the administrative committee
designated pursuant to Article VI of the Plan to administer the Plan in accordance with its terms,
or its delegate.



Section 2.02 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.



Section 2.03 “Annual Compensation” shall mean the Participant’s annual base salary and
applicable target annual bonus amount (if any) in effect on the Participant’s Employment
Termination Date.



Section 2.04 “Benefit” or “Benefits” shall mean any or all of the benefits
that a Participant is entitled to receive pursuant to Article IV of the Plan.



Section 2.05 “Board of Directors” shall mean the Board of Directors of the Company, or
any successor thereto.



Section 2.06 “Change in Control” shall mean a change in control of the Company or UGI
Corporation as defined in the attached Appendix A, as amended from time to time by the Committee,
in its discretion.



Section 2.07 “Change in Control Agreement” shall mean a written Change in Control
Agreement between an employee and the Company or an Affiliate.



Section 2.08 “Chief Executive Officer” shall mean the individual serving as the Chief
Executive Officer of the Company as of the date of reference.



Section 2.09 “COBRA Cost” shall mean the applicable premium under section 4980B(f)(4)
of the Code for continued medical and dental COBRA coverage under the Company’s benefit plans.



Section 2.10 “COBRA Coverage” shall mean continued medical and dental coverage under
the Company’s benefit plans, as determined under section 4980B of the Code.




Section 2.11 “Code” shall mean the Internal Revenue Code of 1986, as amended.



Section 2.12 “Company” shall mean AmeriGas Propane, Inc. and any corporation
succeeding to the business of AmeriGas Propane, Inc. by merger, consolidation, liquidation,
purchase of assets or stock or similar transaction.



Section 2.13 “Compensation Committee” shall mean the Compensation/Pension Committee of
the Board of Directors.


 


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Section 2.14 “Employment Commencement Date” shall mean the most recent date on which a
Participant became an employee of the Company or an Affiliate of the Company or, if the Company
determines that service before an acquisition shall be taken into account, the most recent date on
which a Participant became an employee of an entity whose business or assets have been acquired by
the Company or an Affiliate.



Section 2.15 “Employment Termination Date” shall mean the date on which the
Participant separates from service with the Company and its Affiliates within the meaning of
section 409A of the Code.



Section 2.16 “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended.



Section 2.17 “Executive Annual Bonus Plan” shall mean the Executive Annual Bonus Plan
of the Company as approved by the Board of Directors and in effect from time to time.



Section 2.18 “Executive Employee” shall mean any of the following employees who are
employed in the United States:




(a) An executive level employee of the Company who participates in the Executive Annual
Bonus Plan of the Company and who has a Change in Control Agreement in effect with the
Company or an Affiliate; or




(b) An executive level employee of the Company or an Affiliate who is employed in the
United States and who is designated in writing by the Compensation Committee as eligible to
participate in this Plan.



Notwithstanding the foregoing, if an employee is employed by more than one company within the UGI
Corporation controlled group and if the Company is not the employee’s primary employer, the
employee shall not be eligible to participate in this Plan, unless otherwise designated in writing
by the Compensation Committee. In no event shall any of the following persons be considered an
employee for purposes of the Plan: (i) employees who are employed outside the United States, (ii)
independent contractors, (iii) persons performing services pursuant to an arrangement with a third
party leasing organization or (iv) any person whom the Company determines, in its sole discretion,
is not a common law employee, whether or not any such person is later determined to have been a
common law employee of the Company or an Affiliate.



Section 2.19 “Executive Equity Plan” shall mean any long-term equity incentive plan of
the Company or any of its Affiliates, including without limitation the UGI Corporation 2004 Omnibus
Equity Compensation Plan and the AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan.



Section 2.20 “Just Cause” shall mean (i) dismissal of an Executive Employee due to
misappropriation of funds, (ii) substance abuse or habitual insobriety that adversely affects the
Executive Employee’s ability to perform his or her job, (iii) conviction of a crime involving moral
turpitude, or (iv) gross negligence in the performance of duties. Disputes with respect to whether
Just Cause exists shall be resolved in accordance with Article IX.


 


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Section 2.21 “Key Employee” shall mean an 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.



Section 2.22 “Month of Service” shall mean each calendar month (with each partial
month counted as a full month) of continuous service with the Company and its Affiliates beginning
on the Participant’s Employment Commencement Date and ending on the Participant’s Employment
Termination Date. Months of Service with an entity whose business or assets have been acquired by
the Company or an Affiliate shall be counted only if so determined by the Company.



Section 2.23 “Monthly Compensation” shall mean the Participant’s Annual Compensation
divided by 12.



Section 2.24 “Paid Notice” shall mean the cash amount payable to a Participant in lieu
of notice as determined pursuant to Section 4.01(a).



Section 2.25 “Participant” shall mean any Executive Employee who receives Benefits
under the Plan.



Section 2.26 “Plan” shall mean the AmeriGas Propane, Inc. Senior Executive Employee
Severance Plan, as set forth herein, and as the same may from time to time be amended.



Section 2.27 “Plan Year” shall mean each fiscal year of the Company during which this
Plan is in effect.



Section 2.28 “Postponement Period” shall mean, 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 deferred compensation may not be paid to the Key Employee under section
409A of the Code.



Section 2.29 “Release” shall mean a release and discharge of the Company, all of its
Affiliates, and all affiliated persons and entities from any and all claims, demands and causes of
action, other than as to amounts or benefits due to the Participant under any qualified employee
retirement plan of the Company or an Affiliate, which shall be in such form as may be proscribed by
the Company, acting as an employer and not as a fiduciary, from time to time and with such
modifications as the Company deems appropriate for the Participant’s particular situation.



Section 2.30 “Restricted Awards” shall mean restricted stock, stock units, performance
units, restricted units, dividend equivalents, distribution equivalents and other equity-based
awards, other than stock options, that are granted to a Participant under an Executive Equity Plan.



Section 2.31 “Salary Continuation Period” shall mean (i) the number of months of Paid
Notice plus (ii) one business day for each month that is included in the Participant’s Months of
Service, up to a maximum of one year. Each calendar week is considered to consist of five business
days for this purpose.



Section 2.32 “Separation Pay” shall mean the cash amount payable to a Participant as
determined pursuant to Section 4.01(b).


 


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ARTICLE III




PARTICIPATION

AND ELIGIBILITY FOR BENEFITS




Section 3.01 General Eligibility Requirement. In its sole discretion, acting in its
role as Plan sponsor and not as a fiduciary, the Company may grant a Benefit under this Plan to any
Executive Employee whose employment is terminated by the Company or an Affiliate other than for
Just Cause, death, or continuous illness, injury or incapacity for a period of six consecutive
months. Notwithstanding anything herein to the contrary, an Executive Employee will not be
considered to have incurred a termination by the Company or an Affiliate for purposes of this Plan
if his or her employment is discontinued due to voluntary resignation or the expiration of a leave
of absence. In addition, the Executive Employee must meet the requirements of Section 3.03 in
order to receive a Benefit under this Plan.



Section 3.02 Substantially Comparable Employment. Notwithstanding anything herein to
the contrary, no Benefits shall be due hereunder to an Executive Employee in connection with the
disposition of a business, division or affiliated company by the Company or an Affiliate if
substantially comparable terms of employment, as determined by the Company, have been offered to
the Executive Employee by the transferee; provided, however, that the Company, acting in its role
as Plan sponsor and not as a fiduciary, may determine that the Company or an Affiliate will provide
some or all of the Benefits to an Executive Employee whose employment with the Company and its
Affiliates is terminated as described in Section 3.01. For purposes of this Plan, “substantially
comparable terms of employment” shall mean an executive level position with (i) no reduction in the
Executive Employee’s annual base salary as of the date of the transaction, and (ii) no material
change in the geographic location at which the Executive Employee must perform services (which, for
purposes of this Plan, means a location that is not more than 50 miles from the Executive
Employee’s principal place of business immediately before the transaction).




Section 3.03 Conditions to Entitlement to Benefits.



(a) As further conditions to entitlement to Benefits under the Plan, all Participants must,
prior to the payment of any Benefits due hereunder, (i) sign and not rescind or contest the
enforceability of a Release; (ii) ratify any patent assignment, confidentiality, non-solicitation,
non-competition and other post-employment activities agreement in effect between the Participant
and the Company or an Affiliate; (iii) return to the Company and its Affiliates any and all
property of the Company and its Affiliates held by the Participant, including, but not limited to,
all reports, manuals, memoranda, computer disks, tapes and data made available to the Participant
during the performance of the Participant’s duties, including all copies; (iv) hold confidential
any and all information concerning the Company and its Affiliates, whether with respect to its
business, subscribers, providers, customers, operations, finances, employees, contractors, or
otherwise; and (v) cooperate fully with the Company and its Affiliates to complete the transition
of matters with which the Participant is familiar or responsible to other employees and make
himself or herself available to answer questions or assist in matters which may require attention
after the Participant’s Employment Termination Date.



(b) If the Administrative Committee determines, in its sole discretion, that the Participant
has violated one or more of the foregoing conditions to entitlement to Benefits, the Administrative
Committee may determine that the Participant will not receive the Benefits or the Company may
discontinue the payment of Benefits under the Plan. Any remedy under this Section 3.03 shall be in
addition to, and not in place of, any other remedy the Company and its Affiliates may have, at law
or otherwise.


 


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ARTICLE IV




BENEFITS




Section 4.01 Amount of Immediate Cash Benefit. The Company, acting in its role as
Plan sponsor and not as a fiduciary, shall determine which Executive Employees shall be awarded a
Benefit hereunder and the amount of any such Benefit. The Company may take into account any
factors it determines to be relevant in deciding which Executive Employees shall be awarded
Benefits and the amount of such Benefits, and need not apply its determinations in a uniform manner
to terminated Executive Employees similarly situated. All such decisions shall be final, binding
and conclusive with respect to the Executive Employee. Unless the Company determines otherwise,
subject in all events to Section 3.03, the cash amount to be paid to a Participant eligible to
receive Benefits under Section 3.01 hereof upon the Participant’s separation from service shall be
paid in a lump sum as provided in Section 5.01 hereof and shall equal the sum of the amounts
described in subsections (a) through (d), less the amount described in subsection (e) and subject
to subsection (g), except that any payment under paragraph (c) below that is based on annual
financial performance will be excluded from the lump sum payment and paid separately as provided
below:




(a) Paid Notice as follows:



(i) In the case of the Chief Executive Officer, an amount of Paid Notice equal to 12 months of
the Chief Executive Officer’s Monthly Compensation.



(ii) In the case of all other Participants, an amount of Paid Notice equal to six months of
the Participant’s Monthly Compensation, unless otherwise designated in writing by the Company.



(b) An amount of Separation Pay equal to one day’s pay (calculated by dividing the
Participant’s Annual Compensation by 260) for each Month of Service; provided, however, that such
amount shall not exceed 100% of the Participant’s Annual Compensation.



(c) An amount equal to the Participant’s annual target bonus amount under the applicable
annual bonus plan (or its successor) for the current fiscal year multiplied by the number of months
elapsed in the current fiscal year to the Participant’s Employment Termination Date and divided by
12, as well as any annual bonus amount due from the prior fiscal year under such plan but not yet
paid. Notwithstanding the foregoing, if the Employment Termination Date occurs in the last two
months of the fiscal year, the bonus amount shall be calculated as follows:




(i) Unless the Company determines otherwise, the amount of the current fiscal year
target bonus to be paid pursuant to this paragraph (c) shall be determined and paid after
the end of the fiscal year in accordance with the terms and conditions of the applicable
annual bonus plan as though the Participant were still an employee, except that the
weighting to be applied to the Participant’s business/financial performance goals under the
annual bonus plan will be deemed to be 100%, or




(ii) The Company may, in its sole discretion, determine that the amount payable
pursuant to this paragraph (c) for Employment Termination Dates
occurring in the last two months of the fiscal year will be computed in the same manner
as that provided for Employment Termination Dates occurring during the first ten months of
the fiscal year.


 


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The annual bonus shall be paid within 60 days following the Participant’s Employment Termination
Date; provided however, that if the annual bonus is calculated based on the full fiscal year
performance, as described above, the annual bonus shall be paid by December 31 following the end of
the Company’s fiscal year in which the Participant’s Employment Termination Date occurs.



(d) An amount equal to the Participant’s earned and accrued vacation entitlement, including
banked vacation time, and personal holidays through the Participant’s Employment Termination Date.



(e) If the Participant’s employment with the Company and its Affiliates terminates before a
Change in Control, the cash amount computed in subsections (a) through (c) above shall be reduced
by the amount of cash and the fair market value of any stock, partnership units or other property
that is payable to the Participant under Restricted Awards after the Participant’s termination of
employment, as determined by the Company, provided that the Restricted Awards are not considered
deferred compensation under section 409A of the Code. In order to implement this reduction, if the
Company cannot determine the amount payable under Restricted Awards at the Participant’s Employment
Termination Date, any amounts payable under such Restricted Awards shall be reduced by the amount
of the Benefit paid under subsections (a) through (c) above, provided the Restricted Awards are not
considered deferred compensation under section 409A of the Code. In no event shall a Participant
be required to return to the Company or an Affiliate any amounts previously paid under this Plan.



(f) The reduction described in subsection (e) shall not apply if the Participant’s employment
with the Company and its Affiliates terminates at or after a Change in Control. In addition, the
reduction described in subsection (e) shall not apply to any Restricted Awards for which all
requirements for payment have been met before the Participant’s Employment Termination Date (for
example, if the restriction period for a Restricted Award ends on December 31, 2007, the Restricted
Award is payable on February 1, 2008 and the Participant’s employment is terminated on January 15,
2008, the Restricted Award shall not be reduced by the Benefits under this Plan).



(g) Notwithstanding the foregoing, the minimum payment calculated under subsections (a)
through (d) above shall not be less than one year of the Participant’s annual base salary in effect
at the beginning of the quarter immediately preceding the Employment Termination Date, without
regard to the target bonus.




Section 4.02 Executive Benefits.



(a) If a Participant receives Benefits under Section 4.01, the Company shall pay to the
Participant a single lump sum payment, as provided in Section 5.01 and subject to Section 3.03,
equal to the COBRA Cost that the Participant would incur if the Participant continued medical and
dental coverage under the Company’s benefit plans through the end of the
Salary Continuation Period, based on the benefits in effect for the Participant (and where
applicable, his or her spouse and dependents) at the Participant’s Employment Termination Date,
less the amount that the Participant would be required to contribute for medical and dental
coverage if such Participant were an active employee. The cash payment shall include a tax gross
up payment equal to 75% of the lump sum payment described in the preceding sentence.


 


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(b) A Participant who receives Benefits under Section 4.01 may elect continuation coverage
under the Company’s applicable medical and dental plans during the Salary Continuation Period by
paying the COBRA Cost of such coverage. If the Participant elects such coverage, the Participant
shall be responsible for paying the COBRA Cost of such coverage during the Salary Continuation
Period in order to be eligible for the coverage. Notwithstanding anything herein to the contrary,
any such continued coverage shall be discontinued if, and at the time, the Participant obtains
other employment and becomes eligible to participate in the plan of, or is provided similar
coverage by, a new employer. Any applicable conversion rights shall be provided to the Participant
at the time coverage ceases. COBRA Coverage shall run concurrently with the Salary Continuation
Period, and nothing in this Section shall limit the Employee’s right to elect COBRA Coverage for
the full period permitted by law.



(c) Each Participant who receives Benefits under Section 4.01 shall be entitled to receive tax
preparation services for the final calendar year of his or her employment under the terms of the
Company’s tax preparation reimbursement policy. The Company shall reimburse the Participant for
the services within 60 days following the Company’s receipt of proof of payment for the services,
but in no event later than December 31 of the calendar year following the calendar year in which
the expense is incurred, provided that the Company receives proof of payment for the services at
least 60 days before such December 31.



(d) The Company shall provide to each Participant who receives benefits under Section 4.01
outplacement services for up to 12 months following his or her Employment Termination Date through
a vendor selected by the Company.



Section 4.03 Retirement Plans. This Plan shall not govern and shall in no way affect
the Participant’s interest in, or entitlement to benefits under, any of the qualified retirement
plans of the Company or an Affiliate and any payments received under any such plan shall not affect
a Participant’s right to any Benefit hereunder.




Section 4.04 Effect on Other Benefits.



(a) After a Participant’s termination of employment, the Participant shall not accrue benefits
under any benefit plan of the Company or an Affiliate, and a terminated Participant shall not
accrue vacation days, paid holidays, paid sick days or other benefits for any part of the Salary
Continuation Period.



(b) Notwithstanding anything in this Plan to the contrary, no benefits shall be paid under
this Plan if the Participant receives severance benefits under a Change in Control Agreement or any
other severance agreement or arrangement with the Company or an Affiliate. In other respects, the
benefits payable under this Plan shall be in addition to and not in lieu of
any payments or benefits due to the Participant under any other plan, policy, or program of
the Company and its Affiliates.



(c) Notwithstanding anything herein to the contrary, the Benefits payable under this Plan to
any Participant may be reduced by any and all payments required to be made by the Company or an
Affiliate under federal, state and local law, including the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. Section 2101 et. seq. or under any employment agreement or special
severance arrangement, as determined by the Company.


 


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ARTICLE V




METHOD AND DURATION OF BENEFIT PAYMENTS




Section 5.01 Method of Payment. The cash Benefit to which a Participant is entitled,
pursuant to Article IV, shall be paid in a lump sum payment. Payment shall be made within 60 days
following the Participant’s Employment Termination Date, subject to the fulfillment of all
conditions for payment of the Benefit set forth in Section 4.01 and compliance with all
requirements of Section 3.03; provided, however, that if the annual bonus payable pursuant to
Section 4.01(c), is calculated based on the full fiscal year performance, such annual bonus shall
be paid by December 31 following the end of the Company’s fiscal year in which the Participant’s
Employment Termination Date occurs. Payment shall be made by mailing to the last address provided
by the Participant to the Company or an Affiliate. All payments under the Plan are subject to
applicable federal, state and local taxes.




Section 5.02 Section 409A.



(a) Notwithstanding any provision of the Plan to the contrary, if required by section 409A of
the Code and if a Participant is a Key Employee, no Benefits shall be paid to the Participant
during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is
required to be delayed for the Postponement Period under section 409A, the accumulated amounts
withheld on account of section 409A of the Code shall be paid in a lump sum payment within 30 days
after the end of the Postponement Period. If the Participant dies during the Postponement Period
prior to the payment of Benefits, the amounts withheld on account of section 409A of the Code shall
be paid to the Participant’s estate within 60 days after the Participant’s death.



(b) This Agreement is intended to meet the requirements of the “short-term deferral”
exception, the “separation pay” exception and other exceptions under section 409A of the Code.
Notwithstanding anything in this Plan to the contrary, if required by section 409A, payments may
only be made under this Plan upon an event and in a manner permitted by section 409A, to the extent
applicable. As used in the Plan, the term “termination of employment” shall mean the Participant’s
separation from service with the Company and its Affiliates within the meaning of section 409A and
the regulations promulgated thereunder. For purposes of section 409A, the right to a series of
payments under the Plan shall be treated as a right to a series of separate payments. All
reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance
with the requirements of section 409A of the Code. In no event may a Participant designate the
year of payment for any amounts payable under the Plan.



Section 5.03 Payments After Death. If a Participant dies after separation from
service and before the Participant has received any Benefit that the Participant is entitled to
receive under Article IV, any unpaid Benefit that the Participant would otherwise have received
shall be payable to the Participant’s estate.


 


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ARTICLE VI




ADMINISTRATION




Section 6.01 Appointment. The Administrative Committee shall consist of one or more
persons appointed by the Compensation Committee. Administrative Committee members may be, but need
not be, employees of the Company.



Section 6.02 Tenure. Administrative Committee members shall serve at the pleasure of
the Compensation Committee. Administrative Committee members may resign at any time on ten days’
written notice, and Administrative Committee members may be discharged, with or without cause, at
any time by the Compensation Committee.



Section 6.03 Authority and Duties. It shall be the duty of the Administrative
Committee, on the basis of information supplied to it by the Company, to determine the eligibility
of each Participant for Benefits under the Plan, to determine the amount of Benefits to which each
such Participant may be entitled, and to determine the manner, time of payment and other
requirements of payment of Benefits consistent with the provisions hereof. The Company shall make
such payments as are certified to it by the Administrative Committee to be due to Participants.
The Administrative Committee shall have the full power and discretionary authority to construe,
interpret and administer the Plan, to correct deficiencies therein, and to supply omissions. All
decisions, actions, and interpretations of the Administrative Committee shall be final, binding,
and conclusive upon the parties. The Administrative Committee may delegate ministerial and other
responsibilities to one or more Company employees.



Section 6.04 Action by the Administrative Committee. A majority of the members of the
Administrative Committee shall constitute a quorum for the transaction of business at a meeting of
the Administrative Committee. Any action of the Administrative Committee may be taken upon the
affirmative vote of a majority of the members of the Administrative Committee at a meeting, or at
the direction of the Chairperson, without a meeting, by mail, telegraph, telephone, or electronic
communication device; provided that all of the members of the Administrative Committee are informed
of their right to vote on the matter before the Administrative Committee and of the outcome of the
vote thereon.



Section 6.05 Officers of the Administrative Committee. The Administrative Committee
shall designate one of its members to serve as Chairperson thereof. The Administrative Committee
shall also designate a person to serve as Secretary of the Administrative Committee, which person
may be, but need not be, a member of the Administrative Committee.



Section 6.06 Compensation of the Administrative Committee. Members of the
Administrative Committee shall receive no compensation for their services as such. However, all
reasonable expenses of the Administrative Committee shall be paid or reimbursed by the Company upon
proper documentation. The Company shall indemnify members of the Administrative Committee against
personal liability for actions taken in good faith in the discharge of their respective duties as
members of the Administrative Committee.


 


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Section 6.07 Records, Reporting, and Disclosure. The Administrative Committee shall
keep all individual and group records relating to Participants and former Participants and all
other records necessary for the proper operation of the Plan. Such records shall be made available
to the Company and to each Participant for examination during business hours except that a
Participant shall examine only such records as pertain exclusively to the examining Participant and
to the Plan. The Administrative Committee shall prepare and shall file as required by law or
regulation all reports, forms, documents and other items required by ERISA, the Code, and every
other relevant statute, each as amended, and all regulations thereunder (except that the Company,
as payor of the Benefits, shall prepare and distribute to the proper recipients all forms relating
to withholding of income or wage taxes, Social Security taxes, and other amounts which may be
similarly reportable).



Section 6.08 Actions of the Administrative Committee. All determinations made by the
Administrative Committee under the Plan shall be made solely at the discretion of the
Administrative Committee. The exercise of discretion by the Administrative Committee need not be
uniformly applied to similarly situated Participants and shall be final and binding on each
Participant or beneficiary to whom the determination is directed.



Section 6.09 Benefits of the Chief Executive Officer. Notwithstanding the foregoing,
the Compensation Committee shall serve as the Administrative Committee under the Plan with respect
to the Chief Executive Officer of the Company. The Compensation Committee shall make all
determinations with respect to the Chief Executive Officer as to any matter that directly pertains
to, or affects, the Chief Executive Officer.



Section 6.10 Bonding. The Administrative Committee shall arrange any bonding that may
be required by law, but no amount in excess of the amount required by law (if any) shall be
required by the Plan.


 


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ARTICLE VII




AMENDMENT AND TERMINATION




Section 7.01 Amendment, Suspension and Termination. The Company, by action of its
Board of Directors or the Compensation Committee, retains the right, at any time and from time to
time, to amend, suspend or terminate the Plan in whole or in part, for any reason, and without
either the consent of or the prior notification to any Participant. No such amendment shall give
the Company or an Affiliate the right to recover any amount paid to a Participant prior to the date
of such amendment or to cause the cessation and discontinuance of payments of Benefits to any
person or persons under the Plan already receiving Benefits.


 


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ARTICLE VIII




DUTIES OF THE COMPANY




Section 8.01 Records. The Company shall supply to the Administrative Committee all
records and information necessary to the performance of the Administrative Committee’s duties.



Section 8.02 Payment. The Company shall make payments from its general assets to
Participants in accordance with the terms of the Plan, as directed by the Administrative Committee.




Section 8.03 Discretion, Delegation.



(a) Any decisions, actions or interpretations to be made under the Plan by the Company shall
be made in its sole discretion, not in any fiduciary capacity and need not be uniformly applied to
similarly situated individuals, and such decisions, actions or interpretations shall be final,
binding and conclusive upon all parties.



(b) The Company may take actions under the Plan by action of its Board of Directors or the
Compensation Committee, or by action of any officer or committee to whom any of the Company’s
authority with respect to the Plan shall have been delegated. The Compensation Committee shall be
authorized to take all Company actions under the Plan with respect to the Chief Executive Officer.


 


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ARTICLE IX




CLAIMS PROCEDURES




Section 9.01 Application for Benefits. Participants who believe they are eligible for
benefits under this Plan may apply for such benefits by completing and filing with the
Administrative Committee an application for benefits on a form supplied by the Administrative
Committee. Before the date on which benefit payments commence, each such application must be
supported by such information as the Administrative Committee deems relevant and appropriate.



Section 9.02 Claim. A terminated employee may contest his or her eligibility for the
amount of benefit awarded by completing and filing with the Administrative Committee a written
request for review in the manner specified by the Administrative Committee. Each such application
must be supported by such information as the Administrative Committee deems relevant and
appropriate. The Administrative Committee will review the claim and provide notice to the
terminated employee, in writing, within 90 days after the claim is filed unless special
circumstances require an extension of time for processing the claim. In no event shall the
extension exceed a period of 90 days from the end of the initial period. In the event that any
claim for benefits is denied in whole or in part, the terminated employee whose claim has been so
denied shall be notified of such denial in writing by the Administrative Committee. The notice
advising of the denial shall be written in a manner calculated to be understood by the terminated
employee and shall set forth: (i) specific references to the pertinent Plan provisions on which the
denial is based; (ii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation as to why such information is necessary; and (iii)
an explanation of the Plan’s claim procedure and the time limits applicable to such procedures,
including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA
following an adverse benefit determination on appeal.



Section 9.03 Appeals of Denied Claims for Benefits. All appeals shall be made by the
following procedure:



(a) The terminated employee whose claim has been denied shall file with the Administrative
Committee a notice of appeal of the denial. Such notice shall be filed within 60 days of
notification by the Administrative Committee of the claim denial, shall be made in writing, and
shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be
barred.




(b) The claimant or his duly authorized representative may:




(i) request a review upon written notice to the Administrative Committee;



(ii) examine the Plan and obtain, upon request and without charge, copies of all information
relevant to the claimant’s appeal; and



(iii) submit issues and comments in writing.


 


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(c) The Named Appeals Fiduciary (as described in Section 9.04) shall issue a decision no later
than 60 days after receipt of a request for review unless special circumstances, such as the need
to hold a hearing, require a longer period of time, in which case a decision shall be rendered as
soon as possible, but not later than 120 days after receipt of the terminated employee’s notice of
appeal.



(d) The Named Appeals Fiduciary shall consider the merits of the claimant’s written
presentations, the merits of any facts or evidence in support of the denial of benefits, and such
other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.



(e) The Named Appeals Fiduciary shall render a determination upon the appealed claim which
determination shall be accompanied by a written statement setting forth:



(i) specific reasons for the decision, written in a manner calculated to be understood by the
claimant;




(ii) specific references to the pertinent Plan provisions on which the decision is based;



(iii) the claimant’s right to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant to the claim for benefits; and




(iv) the claimant’s right to bring a civil action under section 502(a) of ERISA.



Section 9.04 Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary
shall be the person or persons named as such by the Compensation Committee, or, if no such person
or persons be named, then the person or persons named by the Administrative Committee as the Named
Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Compensation
Committee, and any Named Appeals Fiduciary named by the Administrative Committee may be removed by
the Administrative Committee. All such removals may be with or without cause and shall be
effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a
“Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary
responsibilities, shall have no authority, responsibility or liability with respect to any matter
other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth
herein.


 


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ARTICLE X




MISCELLANEOUS




Section 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of
any Participant shall be subject to any claim of any creditor, and, in particular, to the fullest
extent permitted by law, all such payments, benefits and rights shall be free from attachment,
garnishment, trustee’s process, or any other legal or equitable process available to any creditor
of such Participant. No Participant shall have the right to alienate, anticipate, commute, pledge,
encumber or assign any of the benefits or payments which the Participant may expect to receive,
contingently or otherwise, under this Plan.



Section 10.02 No Contract of Employment. Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor the payment of any
benefits shall be construed as giving any Participant, or any person whosoever, the right to be
retained in the service of the Company or an Affiliate, and all Participants shall remain subject
to discharge to the same extent as if the Plan had never been adopted.



Section 10.03 Severability of Provisions. If any provision of this Plan shall be held
invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability
shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if
such provisions had not been included.



Section 10.04 Successors, Heirs, Assigns, and Personal Representatives. This Plan
shall be binding upon the heirs, executors, administrators, successors and assigns of the parties,
including each Participant, present and future. If a Change in Control occurs, unless the
Compensation Committee directs otherwise before the Change in Control, the Company shall require
any successor or successors (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company, or a division
or Affiliate thereof, (i) to acknowledge expressly that this Plan is binding upon and enforceable
against such successor in accordance with the terms hereof, (ii) to become jointly and severally
obligated with the Company to perform the obligations under this Plan, and (iii) to agree not to
amend or terminate the Plan for a period of one year after the Change in Control without the
consent of the affected Participant.



Section 10.05 Unfunded Plan. The Plan shall not be funded. The Company may, but
shall not be required to, set aside or designate an amount necessary to provide the Benefits
specified herein (including the establishment of trusts). In any event, no Participant shall have
any right to, or interest in, any assets of the Company or an Affiliate which may be applied by the
Company or an Affiliate to the payment of Benefits.



Section 10.06 Payments to Incompetent Persons. Any Benefit payable to or for the
benefit of an incompetent person or other person incapable of receipting therefor shall be deemed
paid when paid to such person’s guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall fully discharge the Company, its
Affiliates, the Administrative Committee, the Compensation Committee and all other parties with
respect thereto.



Section 10.07 Controlling Law. This Plan shall be construed and enforced according to
the laws of the Commonwealth of Pennsylvania, to the extent not preempted by Federal law, without
giving effect to any Pennsylvania choice of law provisions.




 


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APPENDIX A




CHANGE IN CONTROL




For purposes of this Plan, the term “Change in Control,” and defined terms used in the
definition of “Change in Control,” shall have the following meanings:




1. “Change in Control” shall mean:



(a) Any Person (except UGI, any Subsidiary of UGI, any employee benefit plan of UGI or of any
Subsidiary of UGI, or any Person or entity organized, appointed or established by UGI for or
pursuant to the terms of any such employee benefit plan), together with all Affiliates and
Associates of such Person, becomes the Beneficial Owner in the aggregate of twenty percent (20%) or
more of either (i) the then outstanding shares of common stock of UGI (the “Outstanding UGI Common
Stock”) or (ii) the combined voting power of the then outstanding voting securities of UGI entitled
to vote generally in the election of directors (the “UGI Voting Securities”); in either case unless
the members of UGI’s Executive Committee in office immediately prior to such acquisition determine
within five business days of the receipt of actual notice of such acquisition that the
circumstances do not warrant the implementation of the Change in Control provisions of this Plan;
or



(b) Individuals who, as of the beginning of any twenty-four (24) month period, constitute the
UGI Board of Directors (the “Incumbent UGI Board”) cease for any reason to constitute at least a
majority of the Incumbent UGI Board, provided that any individual becoming a director of UGI
subsequent to the beginning of such period whose election or nomination for election by the UGI
stockholders was approved by a vote of at least a majority of the directors then comprising the
Incumbent UGI Board shall be considered as though such individual were a member of the Incumbent
UGI Board, but excluding, for this purpose, any such individual whose initial assumption of office
is in connection with an actual or threatened election contest relating to the election of the
Directors of UGI (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or



(c) Completion by UGI of a reorganization, merger or consolidation (a “Business Combination”),
in each case, with respect to which all or substantially all of the individuals and entities who
were the respective Beneficial Owners of the Outstanding UGI Common Stock and UGI Voting Securities
immediately prior to such Business Combination do not, following such Business Combination,
Beneficially Own, directly or indirectly, more than fifty percent (50%) of, respectively, the then
outstanding shares of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the same proportion as their
ownership immediately prior to such Business Combination of the Outstanding UGI Common Stock and
UGI Voting Securities, as the case may be; in either case unless the members of UGI’s Executive
Committee in office immediately prior to such Business Combination determine at the time of such
Business Combination that the circumstances do not warrant the implementation of the Change in
Control provisions of this Plan; or


 


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(d) Completion of (a) a complete liquidation or dissolution of UGI or (b) sale or other
disposition of all or substantially all of the assets of UGI other than to a corporation with
respect to which, following such sale or disposition, more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors is then owned
beneficially, directly or indirectly, by all or substantially all of the individuals and entities
who were the Beneficial Owners, respectively, of the Outstanding UGI Common Stock and UGI Voting
Securities immediately prior to such sale or disposition in substantially the same proportion as
their ownership of the Outstanding UGI Common Stock and UGI Voting Securities, as the case may be,
immediately prior to such sale or disposition; in either case unless the members of UGI’s Executive
Committee in office immediately prior to such sale or disposition determine at the time of such
sale or disposition that the circumstances do not warrant the implementation of the Change in
Control provisions of this Plan; or



(e) Completion by the Company, Public Partnership or the Operating Partnership of a
reorganization, merger or consolidation (a “Propane Business Combination”), in each case, with
respect to which all or substantially all of the individuals and entities who were the respective
Beneficial Owners of the Company’s voting securities or of the outstanding units of AmeriGas
Partners, L.P. (“Outstanding Units”) immediately prior to such Propane Business Combination do not,
following such Propane Business Combination, Beneficially Own, directly or indirectly, (a) if the
entity resulting from such Propane Business Combination is a corporation, more than fifty percent
(50%) of, respectively, the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of such corporation in substantially the same proportion as their ownership
immediately prior to such Combination of the Company’s voting securities or the Outstanding Units,
as the case may be, or, (b) if the entity resulting from such Propane Business Combination is a
partnership, more than fifty percent (50%) of the then outstanding common units of such partnership
in substantially the same proportion as their ownership immediately prior to such Propane Business
Combination of the Company’s voting securities or the Outstanding Units, as the case may be; or



(f) Completion of (a) a complete liquidation or dissolution of the Company, the Public
Partnership or the Operating Partnership or (b) sale or other disposition of all or substantially
all of the assets of the Company, the Public Partnership or the Operating Partnership other than to
an entity with respect to which, following such sale or disposition, (I) if such entity is a
corporation, more than fifty percent (50%) of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors is then owned beneficially, directly or indirectly, by all
or substantially all of the individuals and entities who were the Beneficial Owners, respectively,
of the Company’s voting securities or of the Outstanding Units, as the case may be, immediately
prior to such sale or disposition in substantially the same proportion as their ownership of the
Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior to
such sale or disposition, or, (II) if such entity is a partnership, more than fifty percent (50%)
of the then outstanding common units is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the Beneficial Owners, respectively, of
the Company’s voting securities or of the Outstanding Units, as the case may be, immediately prior
to such sale or disposition in substantially the same proportion as their
ownership of the Company’s voting securities or of the Outstanding Units immediately prior to
such sale or disposition; or


 


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(g) UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding
general partnership interests of the Public Partnership or the Operating Partnership; or



(h) UGI and its Subsidiaries fail to own more than fifty percent (50%) of the then outstanding
shares of common stock of the Company or more than fifty percent (50%) of the combined voting power
of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors; or



(i) The Company is removed as the general partner of the Public Partnership by vote of the
limited partners of the Public Partnership, or is removed as the general partner of the Public
Partnership or the Operating Partnership as a result of judicial or administrative proceedings
involving the Company, the Public Partnership or the Operating Partnership.



2. “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).



3. A Person shall be deemed the “Beneficial Owner” of any securities: (i) that such Person or
any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire
(whether such right is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the exercise of
conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant to a
tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until
such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or
any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or
dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Exchange Act), including without limitation pursuant to any
agreement, arrangement or understanding, whether or not in writing; provided, however, that a
Person shall not be deemed the “Beneficial Owner” of any security under this clause (ii) as a
result of an oral or written agreement, arrangement or understanding to vote such security if such
agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response
to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then
reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or (iii) that are beneficially owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or
Associates) has any agreement, arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the
proviso to clause (ii) above) or disposing of any securities; provided, however, that nothing in
this Section 1(c) shall cause a Person engaged in business as an underwriter of securities to be
the “Beneficial
Owner” of any securities acquired through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of forty (40) days after the date of such acquisition.


 


A-3









 






4. “Operating Partnership” shall mean AmeriGas Propane, L.P.




5. “Public Partnership” shall mean AmeriGas Partners, L.P.



6. “Person” shall mean an individual or a corporation, partnership, trust, unincorporated
organization, association, or other entity.



7. “Subsidiary” shall mean any corporation in which UGI or the Company, as applicable,
directly or indirectly, owns at least a fifty percent (50%) interest or an unincorporated entity of
which UGI or the Company, as applicable, directly or indirectly, owns at least fifty percent (50%)
of the profits or capital interests.



8. “UGI” shall mean UGI Corporation.




 


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