Filed by Bowne Pure Compliance





Exhibit 10.5




UGI Employees




UGI CORPORATION

2004 OMNIBUS EQUITY COMPENSATION PLAN

STOCK UNIT GRANT




This STOCK UNIT GRANT, dated as of                     , 200[ ] (the “Date of Grant”), is delivered by UGI
Corporation (“UGI”) to                      (the “Participant”) (the “Agreement”).



RECITALS




The UGI Corporation 2004 Omnibus Equity Compensation Plan, as amended (the “Plan”) provides
for the grant of stock units (“Stock Units”) with respect to shares of common stock of UGI
(“Shares”). The Compensation and Management Development Committee of the Board of Directors of UGI
(the “Committee”) has decided to grant Stock Units to the Participant.



NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



1. Grant of Stock Units. Subject to the terms and conditions set forth in this Agreement
and in the Plan, UGI hereby grants to the Participant                      Stock Units. The Stock Units are
contingently awarded and will be earned and payable if and to the extent that the conditions of
this Agreement are met. The Stock Units are granted with Dividend Equivalents (as defined below).



2. Vesting. The Participant shall earn the right to payment of the Stock Units if the
Participant is employed by, or providing service to, the Company (as defined in Section 9) on the
applicable vesting date:



	 	 	 
	Vesting Date	 	Vested Stock Units
	 	 	 
	                    , 200_
	 	[_____%]
	                    , 200_
	 	[_____%]
	                    , 200_
	 	[_____%]






If the foregoing schedule would produce fractional Shares, the number of Shares for which the Stock
Units vest shall be rounded down to the nearest whole Share.



3. Termination of Employment or Service.



(a) Except as described below, if the Participant’s employment or service with the Company
terminates before the Stock Units are fully vested, the unvested Stock Units, and all related
Dividend Equivalents, will be forfeited.



(b) If the Participant ceases to be employed by, or provide service to, the Company by reason
of (i) Retirement (as defined below), (iii) Disability (as defined below), or (iv) death, the
Participant’s unvested Stock Units will become fully vested as of the termination date.


 


 









 





4. Payment with Respect to Stock Units. When the Stock Units vest, the Company shall pay
to the Participant whole Shares equal to the number of Stock Units that have become vested on the
vesting date. Payment shall be made within 30 business days after the vesting date (except as
otherwise required by Section 8 below).



5. Dividend Equivalents with Respect to Stock Units.



(a) Dividend Equivalents shall accrue with respect to Stock Units and shall be payable subject
to the same vesting conditions as the Stock Units to which they relate. Dividend Equivalents shall
be credited with respect to the Stock Units from the Date of Grant until the payment date.
Dividend Equivalents will become vested as the underlying Stock Units vest. If the underlying
Stock Units are forfeited, all related Dividend Equivalents shall also be forfeited.



(b) While the Stock Units are outstanding, the Company will keep records in a bookkeeping
account for the Participant. On each payment date for a dividend paid by UGI on its common stock,
the Company shall credit to the Participant’s account an amount equal to the Dividend Equivalents
associated with the Stock Units held by the Participant on the record date for the dividend. No
interest will be credited to any such account.



(c) Dividend Equivalents will be paid in cash at the same time as the underlying Stock Units
are paid.



(d) Notwithstanding anything in this Agreement to the contrary, the Participant may not accrue
Dividend Equivalents in excess of $1,000,000 during any calendar year under all grants under the
Plan.



6. Coordination with Severance Plan. Notwithstanding anything in this Agreement to the
contrary, if the Participant receives severance benefits under a Severance Plan (as defined in
Section 9) and the terms of such benefits require that severance compensation payable under the
Severance Plan be reduced by benefits payable under this Plan, any amount payable to the
Participant with respect to Stock Units and Dividend Equivalents after the Participant’s
termination of employment or service shall be reduced by the amount of severance compensation paid
to the Participant under the Severance Plan, as required by, and according to the terms of, the
Severance Plan, if permitted by section 409A of the Code.



7. Withholding. The Participant shall be required to pay to the Company, or make other
arrangements satisfactory to the Company to provide for the payment of, any federal, state, local
or other taxes that the Company is required to withhold with respect to the payments under this
Agreement. The Participant may elect to satisfy the Company’s tax withholding obligation with
respect to payments in Shares by having Shares withheld up to an amount that does not exceed the
minimum applicable withholding tax rate for federal (including FICA), state and local tax
liabilities.



 


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8. Change of Control.



(a) The outstanding Stock Units shall become fully vested upon a Change of Control (as defined
in the Plan) and shall be paid in cash on the closing date of the Change of Control, except as
provided below.



(b) Notwithstanding the foregoing, if the Stock Units are subject to section 409A of the Code,
the Stock Units shall be paid upon a Change of Control only if the transaction constituting
a Change of Control is also a change in control event under section 409A of the Code (“409A Change
in Control Event”). If the transaction constituting a Change of Control does not constitute a 409A
Change in Control Event, the outstanding Stock Units will vest upon the Change of Control, and any
outstanding Stock Units that are subject to section 409A will be paid in cash (based on the value
of the Stock Units on the payment date as determined by the Committee) within 30 days after the
first to occur of (i) the vesting date set forth in Section 2 or (ii) the Participant’s termination
of employment or service (subject to Section 14 below, if applicable). If payment is delayed after
the Change of Control, the Committee may provide for the Stock Units to be valued as of the date of
the Change of Control and interest to be credited on such amount at a market rate for the period
between the Change of Control and the payment date.



9. Definitions. For purposes of this Agreement, the following terms will have the meanings
set forth below:




(a) “Code” means the Internal Revenue Code of 1986, as amended.




(b) “Company” means UGI and its Subsidiaries (as defined in the Plan).



(c) “Disability” means a long-term disability as defined in the Company’s long-term disability
plan applicable to the Participant.



(d) “Dividend Equivalent” means an amount determined by multiplying the number of shares of
UGI common stock subject to the target award of 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 UGI on its
common stock.



(e) “Employed by, or provide service to, the Company” means employment or service as an
employee or director of the Company.



(f) “Stock Unit” means a hypothetical unit that represents the value of one share of UGI
common stock.



(g) “Retirement” means the Participant’s retirement under the Retirement Income Plan for
Employees of UGI Utilities, Inc., if the Participant is covered by that Retirement Income Plan.
“Retirement” for other Company employees means termination of employment after attaining age 55
with ten or more years of service with the Company.



(h) “Severance Plan” means any severance plan maintained by the Company that is applicable to
the Participant.



10. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms
of which are incorporated herein by reference, and in all respects shall be interpreted in
accordance with the Plan. The grant and payment of Stock Units and Dividend Equivalents are
subject to interpretations, regulations and determinations concerning the Plan established from
time to time by the Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (i) the registration, qualification or listing of the Shares,
(ii) changes in capitalization of the Company and (iii) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the grant pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising hereunder.


 


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11. No Employment or Other Rights. The grant of Stock Units shall not confer upon the
Participant any right to be retained by or in the employ or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Participant’s employment or
service at any time. The right of the Company to terminate at will the Participant’s employment or
service at any time for any reason is specifically reserved.



12. No Shareholder Rights. Neither the Participant, nor any person entitled to exercise
the Participant’s rights in the event of the Participant’s death, shall have any of the rights and
privileges of a shareholder with respect to the Shares related to the Stock Units, unless and until
certificates for Shares have been issued to the Participant or successor.



13. Assignment and Transfers. The rights and interests of the Participant under this
Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of
the death of the Participant, by will or by the laws of descent and distribution. If the
Participant dies, any payments to be made under this Agreement after the Participant’s death shall
be paid to the personal representative of the Participant’s estate, or the personal representative
under applicable law if the Participant dies intestate. The rights and protections of the Company
hereunder shall extend to any successors or assigns of the Company and to the Company’s parents,
subsidiaries, and affiliates. This Agreement may be assigned by the Company without the
Participant’s consent.



14. Compliance with Code Section 409A. Notwithstanding the other provisions hereof, this
Agreement is intended to comply with the requirements of section 409A of the Code, if applicable.
Any reference to a Participant’s termination of employment or service shall mean a Participant’s
“separation from service,” as such term is defined under section 409A. For purposes of section
409A, each payment of compensation under this Agreement shall be treated as a separate payment.
Notwithstanding anything in this Agreement to the contrary, if the Participant is a “key employee”
under section 409A and if payment of any amount under this Agreement is required to be delayed for
a period of six months after separation from service pursuant to section 409A, payment of such
amount shall be delayed as required by section 409A shall be paid within 10 days after the end of
the six-month period. If the Participant dies during such six-month period, the amounts withheld
on account of section 409A shall be paid to the personal representative of the Participant’s estate
within 60 days after the date of the Participant’s death.



15. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, without giving effect to the conflicts of laws provisions thereof.



16. Notice. Any notice to UGI provided for in this instrument shall be addressed to UGI in
care of the Corporate Secretary at UGI’s headquarters, and any notice to the Participant shall be
addressed to such Participant at the current address shown on the payroll of the Company, or to
such other address as the Participant may designate to the Company in writing. Any notice shall be
delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated
above, registered and deposited, postage prepaid, in a post office regularly maintained by the
United States Postal Service.



[Signatures to follow]



 


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IN WITNESS WHEREOF, UGI has caused its duly authorized officers to execute and attest this
Agreement, and the Participant has executed this Agreement, effective as of the Date of Grant.



	 	 	 	 	 	 	 
	 	 	UGI Corporation	 	 
	 
	 	 	 	 	 	 
	Attest
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

Corporate Secretary

	 	 	 	 

Robert H. Knauss
	 	 
	 

	 	 	 	Vice President, General Counsel	 	 






I hereby accept the Stock Units described in this Agreement, and I agree to be bound by the terms
of the Plan and this Agreement. I hereby further agree that all the decisions and determinations of
the Committee shall be final and binding.



	 	 	 
	 
	 

Participant