Filed by Bowne Pure Compliance





Exhibit 10.7




AMERIGAS PROPANE, INC.




2000 LONG-TERM INCENTIVE PLAN




ON BEHALF OF AMERIGAS PARTNERS, L.P.




as amended and restated effective January 1, 2005



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Purpose and Design
	 	 	1	 
	 
	 	 	 	 
	2. Definitions
	 	 	1	 
	 
	 	 	 	 
	3. Maximum Number of Units Available for Grants
	 	 	4	 
	 
	 	 	 	 
	4. Duration of the Plan
	 	 	4	 
	 
	 	 	 	 
	5. Administration
	 	 	4	 
	 
	 	 	 	 
	6. Eligibility
	 	 	4	 
	 
	 	 	 	 
	7. Restricted Units
	 	 	4	 
	 
	 	 	 	 
	8. Restricted Unit Distribution Equivalents
	 	 	7	 
	 
	 	 	 	 
	9. Requirements for Performance Goals and Performance Periods
	 	 	7	 
	 
	 	 	 	 
	10. Non-transferability
	 	 	8	 
	 
	 	 	 	 
	11. Consequences of a Change of Control
	 	 	8	 
	 
	 	 	 	 
	12. Adjustment of Number and Price of Units, Etc
	 	 	9	 
	 
	 	 	 	 
	13. Limitation of Rights
	 	 	9	 
	 
	 	 	 	 
	14. Amendment or Termination of Plan
	 	 	9	 
	 
	 	 	 	 
	15. Tax Withholding and Section 409A
	 	 	10	 
	 
	 	 	 	 
	16. Governmental Approval
	 	 	10	 
	 
	 	 	 	 
	17. Effective Date of Plan
	 	 	10	 
	 
	 	 	 	 
	18. Successors
	 	 	10	 
	 
	 	 	 	 
	19. Headings and Captions
	 	 	10	 
	 
	 	 	 	 
	20. Governing Law
	 	 	10	 
	 
	 	 	 	 
	Exhibit A
	 	 	A-1	 







 


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AMERIGAS PROPANE, INC.


2000 LONG-TERM INCENTIVE PLAN

ON BEHALF OF AMERIGAS PARTNERS, L.P.




1. Purpose and Design




The purpose of this Plan is to assist the Company in its capacity as General Partner of
AmeriGas Partners, L.P. in securing and retaining key corporate executives of outstanding ability
who are in a position to participate significantly in the development and implementation of the
General Partner’s strategic plans and thereby to contribute materially to the long-term growth,
development, and profitability of AmeriGas Partners, L.P. by affording them an opportunity to
acquire Units by the achievement of specific performance goals. The Plan is designed to align
directly long-term executive compensation with tangible, direct and identifiable benefits realized
by AmeriGas Partners, L.P. Unitholders.



2. Definitions




Whenever used in this Plan, the following terms will have the respective meanings set forth
below:



2.1 “Account” means a bookkeeping account established on the records of the Company to record
a Participant’s interests under the Plan.



2.2 “Administrative Committee” means the committee of employees of the Company and its
affiliates appointed by the Committee to perform ministerial and other assigned functions.



2.3 “Affiliate” will have the meaning ascribed to such term in Rule 12b-2 of the General Rules
under the Exchange Act.




2.4 “APLP” means AmeriGas Partners, L.P., a Delaware limited partnership.



2.5 “APLP Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of AmeriGas Partners, L.P., dated as of September 18, 1995, as amended from time to
time.




2.6 “Board” means the Company’s Board of Directors as constituted from time to time.



2.7 “Change of Control” means a change of control as defined in the attached Exhibit A, as
amended from time to time by the Committee in its discretion.



2.8 “Code” means the Internal Revenue Code of 1986, as amended.


 


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2.9 “Committee” means the Compensation/Pension Committee of the Board or its successor.



2.10 “Company” means AmeriGas Propane, Inc., a Pennsylvania corporation, and any successor
thereto that is the General Partner.



2.11 “Comparison Group” means the group selected by the Committee and consisting of the
Partnership and such other entities deemed by the Committee (in its sole discretion) to be
reasonably comparable to the Partnership.



2.12 “Date of Grant” means the effective date of a Restricted Unit grant; provided, however,
that no retroactive grants will be made.



2.13 “Disability” or “Disabled” means a long-term disability as determined under the long-term
disability plan of the Company, UGI or an Affiliate of the Company or UGI, which is applicable to
the Participant.



2.14 “Employee” means a regular full-time salaried employee (including officers and directors
who are also employees) of the Company who performs services directly or indirectly for the benefit
of the Partnership.




2.15 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



2.16 “Fair Market Value” of a Unit means the average, rounded to one 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. In the event that there are no Unit 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 Unit transactions on that exchange.



2.17 “General Partner” means AmeriGas Propane, Inc., its successor as general partner of APLP,
or its transferee, all as provided in Section 6.4(c) of the APLP Partnership Agreement.



2.18 “Grant Letter” means the written instrument that sets forth the terms and conditions of a
grant, including all amendments thereto.




2.19 “Operating Partnership” means AmeriGas Propane, L.P., a Delaware limited partnership.




2.20 “Participant” means an Employee designated by the Committee to participate in the Plan.



2.21 “Partnership” means AmeriGas Partners, L.P., a Delaware limited Partnership or any
successor thereto.


 


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2.22 “Partnership Security” means any class or series of Partnership interest, any option,
right, warrant or appreciation rights relating thereto, or any other type of equity interest that
APLP may lawfully issue, or any unsecured or secured debt obligation of APLP that is convertible
into any class or series of equity interests of APLP.



2.23 “Performance Goal” means the goal or goals and other requirements that must be met in
order for Restricted Unit Distribution Equivalents, if any, to be paid and restrictions on
Restricted Units to lapse. All Performance Goals must meet the requirements of Section 9.



2.24 “Performance Period” means the period of one or more calendar years during which
performance will be measured, as specified by the Committee. Performance Periods must meet the
requirements of Section 9.



2.25 “Plan” means the AmeriGas Propane, Inc. 2000 Long-Term Incentive Plan on behalf of
AmeriGas Partners, L.P. as stated herein, including any amendments or modifications thereto.



2.26 “Restricted Unit Distribution Equivalent” means an amount determined by multiplying the
number of Restricted Units granted to a Participant, subject to any adjustment under Section 12, by
the per-Unit cash distribution, or the per-Unit fair market value (as determined by the Committee)
of any distribution in consideration other than cash, paid by APLP on its Units on a distribution
payment date that falls within the relevant Restriction Period set forth in the Grant Letter.



2.27 “Restricted Units” means Units that are subject to restrictions as determined by the
Committee.



2.28 “Restriction Period” means the period of one or more calendar years during which
Restricted Units and Restricted Unit Distribution Equivalents shall be subject to restrictions or
conditions, including the Performance Period and any other period specified in the Grant Letter.



2.29 “Retirement” means separation from employment upon or after attaining (i) age 55 with at
least 10 years of service with the Company or its affiliates, or (ii) age 65 with at least 5 years
of service with the Company or its affiliates.



2.30 “Severance Plan” means any severance plan maintained by the Company, UGI or an affiliate
of the Company or UGI that is applicable to the Participant.




2.31 “UGI” means UGI Corporation.



2.32 “Unit or “Common Unit” means a unit representing a fractional part of the Partnership
interests of all limited partners and assignees and having the rights and obligations specified
with respect to Common Units in the Amended and Restated Agreement of Limited Partnership of the
Partnership, as amended from time to time.


 


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3. Maximum Number of Units Available for Grants




The number of Restricted Units that may be granted under this Plan may not exceed 500,000 in
the aggregate, subject, however, to the adjustment provisions of Section 12 below. With regard to
grants to any one individual in a calendar year, the number of Restricted Units that may be issued
will not exceed 50,000. If Restricted Units are forfeited, forfeited Restricted Units will again
be available for the purposes of the Plan. Restricted Units may be (i) previously issued and
outstanding Units, (ii) newly issued Units, or (iii) a combination of each.



4. Duration of the Plan




The Plan will remain in effect until all Units subject to the Plan have been issued and
transferred to Participants. Notwithstanding the foregoing, Restricted Units may not be granted
after December 31, 2009.



5. Administration




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 Partnership’s success and such other factors as the Committee
in its discretion deems relevant. Grants under the Plan need not be uniform as among Participants.
Subject to the express provisions of the Plan, the Committee will also have authority, in its
complete discretion, 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 restrictions relating to
Restricted Units (none of which need be identical), 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 the Administrative Committee. The Grant Letter shall set forth the terms of each
Restricted Unit grant. Each Participant’s receipt of a Grant Letter shall constitute that
Participant’s acknowledgement and acceptance of the terms of the Plan and the grant and the
Committee’s authority and discretion.



6. Eligibility




Grants hereunder may be made only to Employees (including directors who are also Employees of
the Company) who, in the sole judgment of the Committee, are individuals who are in a position to
significantly participate in the development and implementation of the General Partner’s strategic
plans for the Partnership and thereby contribute materially to the continued growth and development
of the Partnership and to its future financial success.



7. Restricted Units




7.1 Grant of Restricted Units. Subject to the provisions of Section 3, Restricted Units and
Restricted Unit Distribution Equivalents may be granted to Participants at any time and from time
to time as may be determined by the Committee. Restricted Units may be granted with or
without Restricted Unit Distribution Equivalents as determined by the Committee. Units issued
or transferred pursuant to awards of Restricted Units may be issued or transferred for
consideration or for no consideration, and will be subject to Performance Goals meeting the
requirements of Section 9 and all requirements set forth in the Grant Letter.


 


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7.2 Requirement of Employment.



(a) The restrictions on a Participant’s Restricted Units shall lapse, and the Restricted Units
shall be payable after the end of the Restriction Period, according to the terms set forth in the
Grant Letter, but no later than March 15 of the calendar year following the end of the Restriction
Period. If the Participant ceases to be an Employee before the end of the Restriction Period, the
Participant’s Restricted Units will terminate as to all Units covered by the grant as to which the
restrictions have not lapsed, and those Units must be immediately returned to the Company, except
as provided below.



(b) For Restricted Units granted before December 15, 2003, if a Participant holding Restricted
Units ceases to be an Employee by reason of (i) Retirement, (ii) Disability, or (iii) death, the
restrictions on Restricted Units held by such Participant will lapse pursuant to the following:



(i) Retirement. If a Participant terminates employment on account of Retirement, the
restrictions on such Participant’s Restricted Units will lapse with regard to any Performance
Period that ends within 36 months after the date of such Retirement if the Performance Goals
associated with such Performance Period are achieved within that 36-month period.



(ii) Disability. If a Participant is determined to be Disabled, the restrictions on such
Participant’s Restricted Units will lapse with regard to any Performance Period that ends within 36
months after the date of such Disability; provided that Performance Goals associated with such
Performance Period are achieved within that 36-month period.



(iii) Death. In the event of the death of a Participant while employed by the Company, the
restrictions on such Participant’s Restricted Units will lapse at the end of the Performance Period
associated with such Restricted Units upon the achievement of the related Performance Goals.



(iv) Time of Payment. In the event of Retirement, Disability or death, the Participant’s
Restricted Units shall be paid after the end of the Performance Period, but in no event later than
March 15 of the calendar year following the end of the Performance Period in which the Restricted
Units vest.



(c) For Restricted Units granted on or after December 15, 2003, if a Participant holding
Restricted Units ceases to be an Employee by reason of Retirement, Disability or death, the
restrictions on Restricted Units held by such Participant will lapse pursuant to the following:



(i) If a Participant ceases to be an Employee on account of Retirement, Disability or death,
the restrictions shall lapse on a prorated portion of the Participant’s outstanding Restricted
Units at the end of the Restriction Period, if the Performance Goals and all requirements of the
Grant Letter (other than continued employment) are met. The prorated portion will be determined,
for each Restricted Unit, as the amount that would otherwise be paid according to the terms of the
Restricted Unit, based on achievement of the Performance Goals, multiplied by a fraction, the
numerator of which is the number of years during the Restriction Period in which the Participant
has been an Employee and the denominator of which is the number of years in the Restriction Period
applicable to such Restricted Units. For purposes of the proration calculation, the year in which
the Participant’s Retirement, Disability or death occurs will be counted as a full year.


 


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(ii) In the event of Retirement, Disability or death, the prorated portion of the Restricted
Units shall be paid after the end of the Restriction Period, but in no event later than March 15 of
the calendar year following the end of the Restriction Period in which the Restricted Units vest.



(d) Transfers. If a Participant ceases to be an Employee but remains employed by the
Company, UGI or an Affiliate of the Company or UGI, the Committee may determine that the
Participant shall retain his or her outstanding Restricted Units as if the Participant had
continued to be an Employee, or the Committee may determine that restrictions on a prorated portion
of the Participant’s outstanding Restricted Units shall lapse in a manner similar to that described
in subsection (c) above.



(e) Coordination with Severance Plan. Notwithstanding anything in this Plan to the
contrary, if a Participant receives severance benefits under a Severance Plan, the terms of which
require that severance compensation payable under the Severance Plan be reduced by benefits payable
under this Plan, any amount payable to the Participant under Restricted Units and Restricted Unit
Distribution Equivalents after the Participant’s termination of employment 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.



(f) Reduction of Responsibilities. With respect to Restricted Units granted after
December 15, 2003, the Committee shall have discretion to adjust a Participant’s outstanding
Restricted Units at any time if the Participant’s authority, duties or responsibilities are
significantly reduced.



7.3 Restrictions on Transfer and Legend on Unit Certificate. During the Restriction Period set
forth in the Grant Letter, a Participant may not sell, assign, transfer, pledge or otherwise
dispose of the Restricted Units or rights to Restricted Unit Distribution Equivalents, if any. Any
certificate for Restricted Units will contain a legend giving appropriate notice of the
restrictions in the grant. The Participant will be entitled to have the legend removed from the
certificate covering the Units subject to restrictions when all restrictions on such Units have
lapsed. The Administrative Committee may determine that the Company will not issue certificates for
Restricted Units until all restrictions on such Units have lapsed, or that the
Company will retain possession of certificates for Restricted Units until all restrictions on
such Units have lapsed.



7.4 Privileges of a Unitholder. Unless the Committee determines otherwise, during the
Restriction Period set forth in the Grant Letter, a Participant who has been issued certificates
under Section 7.3 will have the right to vote Restricted Units, and to receive any distributions
paid on such Units subject to any restrictions deemed appropriate by the Committee.


 


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7.5 Form of Payment for Restricted Units. The Committee will have the sole discretion to
determine whether the Company’s obligation in respect of payment of awards of Restricted Units for
a Participant who is not issued certificates under Section 7.3 will be paid in Units or their Fair
Market Value in cash, or partly in Units and partly in cash.



8. Restricted Unit Distribution Equivalents




8.1 Amount of Distribution Equivalents Credited. If the Committee so specifies when granting
Restricted Units, from the Date of Grant of Restricted Units to a Participant until the date on
which the Restricted Units are paid, the Company will maintain an Account for such Participant and
will credit on each payment date for the payment of a distribution made by APLP on its Units an
amount equal to the Restricted Unit Distribution Equivalent associated with such Restricted Units.
Notwithstanding the foregoing, a Participant may not accrue during any calendar year Distribution
Equivalents in excess of $500,000. No interest will be credited to any such Account.



8.2 Payment of Credited Restricted Unit Distribution Equivalents. Restricted Unit
Distribution Equivalents will be paid only if the Committee determines that all requirements of the
Performance Goals associated with such Distribution Equivalents have been achieved as prescribed in
accordance with Section 9.



8.3 Timing of Payment of Restricted Unit Distribution Equivalents. Restricted Stock
Distribution Equivalents shall be paid at the same time and under the same conditions as the
underlying Restricted Units are paid. Except as otherwise determined by the Committee in the Grant
Letter, no payments of Restricted Unit Dividend Equivalents will be made (A) prior to the end of
the Restriction Period set forth in the Grant Letter or (B) to any Participant whose employment by
the Company terminates prior to the end of the Restriction Period for any reason other than
Retirement, death, Disability or transfer to an Affiliate of the Company. A Participant will
receive the aggregate amount of the Participant’s Restricted Unit Dividend Equivalents in cash
after the end of the applicable Restriction Period, but in no event later than March 15 of the
calendar year following the end of the Restriction Period.



9. Requirements for Performance Goals and Performance Periods




9.1 Requirements for Performance Goals. When Restricted Units and Restricted Unit
Distribution Equivalents are granted, the Committee will establish in writing Performance Goals
either before the beginning of the Performance Period or during a period ending no later than the
earlier of (i) 90 days after the beginning of the Performance Period or (ii) the date on which 25%
of the Performance Period has elapsed. The Performance Goals must specify (A) the Performance
Goal(s) that must be met in order for restrictions on the Restricted Units to lapse or the
Restricted Unit Distribution Equivalents to be paid, (B) the Performance Period during which
performance will be measured, (C) the maximum amounts that may be paid if the Performance Goals are
met, and (D) any other conditions that the Committee deems appropriate and consistent with the
Plan, including any Restriction Period, the time of payment and other requirements.


 


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9.2 Criteria Used for Performance Goals. The Committee will use objectively determinable
business criteria for the Performance Goals based on one or more of the following criteria: Unit
price, earnings per Unit, net earnings, operating earnings, return on assets, unitholder return,
return on equity, growth in assets, unit volume, sales, cash flow, market share, relative
performance to a Comparison Group, or strategic business criteria, including, but not limited to,
meeting specified revenue goals, market penetration goals, geographic business expansion goals,
cost targets or goals relating to acquisitions or divestitures. The Performance Goals may relate
to the Participant’s business unit or the performance of the Partnership as a whole, or any
combination of the foregoing. Performance Goals need not be uniform as among Participants.



9.3 Forfeitures. If and to the extent that all requirements of the Performance Goals and
Grant Letter are not met, grants of Restricted Units and Restricted Unit Distribution Equivalents
will be forfeited.



10. Non-transferability




No Restricted Unit, rights to Restricted Unit Distribution Equivalents or other rights granted
under the Plan will be transferable otherwise than by will or the laws of descent and distribution.



11. Consequences of a Change of Control




11.1 Notice and Acceleration. Upon a Change of Control, unless the Committee determines
otherwise, (i) the Company will provide each Participant with outstanding grants written notice of
such Change of Control, (ii) the restrictions and conditions on all outstanding Restricted Units
will immediately lapse and such Restricted Units will be paid to the Participants, and (iii)
outstanding Restricted Unit Distribution Equivalents will be paid to the Participants in such
amounts as the Committee may determine. With respect to Restricted Units granted after December
15, 2003, unless the Committee determines otherwise, outstanding Restricted Units and Restricted
Unit Distribution Equivalents will be paid in an amount not less than their target value, as
determined by the Committee. Outstanding Restricted Units shall be paid in Units or cash, as
described in Section 7.5, and outstanding Restricted Unit Distribution Equivalents shall be paid in
cash. All payments shall be made within 30 days after the Change of Control.



11.2 Assumption of Grants. Upon a Change of Control where the Partnership is not the
surviving entity (or survives only as a subsidiary of another entity), unless the Committee
determines otherwise, all outstanding grants will be converted to similar grants of the surviving
entity (or a parent of the surviving entity).



11.3 Committee. The Committee making the determinations under this Section 11 following a
Change of Control must be comprised of the same members as those on the Committee immediately
before the Change of Control. If the Committee members do not meet this requirement, the automatic
provisions of Section 11.1 will apply, and the Committee will not have discretion to vary them.


 


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11.4 Limitations. Notwithstanding anything in the Plan to the contrary, in the event of a
Change of Control, the Committee will not have the right to take any actions described in the Plan
(including without limitation actions described in this Section 11) that would make the Change of
Control ineligible for desired accounting treatment if, in the absence of such right, the Change of
Control would qualify for such treatment and the Company intends to use such treatment with respect
to the Change of Control.



12. Adjustment of Number and Price of Units, Etc.




If there is any change in the number or kind of Units outstanding (i) by reason of a Unit
distribution, spinoff, recapitalization, Unit split, or combination or exchange of Units, (ii) by
reason of a merger, reorganization, consolidation or reclassification, or (iii) by reason of any
other extraordinary or unusual event affecting the outstanding Units as a class without the
Company’s receipt of consideration, or if the value of outstanding Units is substantially reduced
as result of a spinoff or the Company’s payment of any extraordinary distribution, the maximum
number of Units available for issuance under the Plan, the maximum number of Units for which any
individual may receive grants in any year, the kind and number of Units covered by outstanding
grants, the kind and number of Units to be issued or issuable under the Plan, and the applicable
market value of outstanding grants shall be required to be equitably adjusted by the Committee to
reflect any increase or decrease in the number of, or change in the kind or value of, issued Units
to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under
the Plan and such outstanding grants; provided, however, than any fractional Units resulting from
such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final,
binding and conclusive.



13. Limitation of Rights




Nothing contained in this Plan will be construed to give an Employee any right to a grant
hereunder except as may be authorized in the discretion of the Committee. A grant under this Plan
will not constitute or be evidence of any agreement or understanding, expressed or implied, that
the Company will employ a Participant for any specified period of time, in any specific position or
at any particular rate of remuneration.



14. Amendment or Termination of Plan




Subject to Board approval, the Committee may at any time, and from time to time, alter, amend,
suspend or terminate this Plan without the consent of the Company’s shareholders, APLP’s
unitholders, or Participants, except that any such alteration, amendment, suspension or termination
will be subject to the provisions of the APLP Partnership Agreement and to the approval of the
Company’s shareholder within one year after such Committee and Board action if
such shareholder approval is required by any federal or state law or regulation or the rules
of any stock exchange or automated quotation system on which the Units are then listed or quoted,
or if the Committee in its discretion determines that obtaining such shareholder approval is for
any reason advisable. No termination or amendment of this Plan may, without the consent of the
Participant to whom any Restricted Unit has previously been granted, adversely affect the rights of
such Participant under such Restricted Unit, including any Restricted Unit Distribution
Equivalents. Notwithstanding the foregoing, the Committee may make minor amendments to this Plan
which do not materially affect the rights of Participants or significantly increase the cost to the
Partnership.


 


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15. Tax Withholding and Section 409A




Upon the lapse of restrictions on Restricted Units, the Company will require the recipient to
remit to the Company an amount sufficient to satisfy federal, state and local withholding tax
requirements. However, to the extent authorized by rules and regulations of the Administrative
Committee, the Company may withhold Units and make cash payments in respect thereof in satisfaction
of a recipient’s tax obligations in an amount that does not exceed the recipient’s minimum
applicable withholding tax obligations. Grants under the Plan shall be payable as and when the
Grants vest and are intended to qualify for the “short-term deferral” exception under section 409A
of the Code. If, for any reason, section 409A of the Code applies to the Plan, the Plan shall be
administered in accordance with the requirements of section 409A, all payments under the Plan will
be made upon an event and at a time permitted by section 409A and payments to a Participant who is
a “key employee” as described in section 409A(a)(2)(B)(i) upon his or her separation from service
shall be subject to a six-month delay and shall be paid within 15 days after the end of the
six-month period following separation from service, if and to the extent required by section 409A
and applicable guidance.



16. Governmental Approval




Each grant of Restricted Units will be subject to the requirement that if at any time the
listing, registration or qualification of the Units covered thereby upon any securities exchange,
or under any state or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of or in connection with the awarding of such grant of
Restricted Units, then no such grant may be paid in whole or in part unless and until such listing,
registration, qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Board.



17. Effective Date of Plan




This Plan will become effective as of January 1, 2000, subject to approval by the Company’s
shareholder. The amendment and restatement of the Plan is effective as of January 1, 2005.



18. Successors



This Plan will be binding upon and inure to the benefit of APLP, the General Partner, their
successors and assigns and the Participant and his heirs, executors, administrators and legal
representatives.



19. Headings and Captions




The headings and captions herein are provided for reference and convenience only, shall not be
considered part of the Plan, and shall not be employed in the construction of the Plan.



20. Governing Law




The validity, construction, interpretation and effect of the Plan will be governed exclusively
by and determined in accordance with the law of the Commonwealth of Pennsylvania.




 


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AMERIGAS PROPANE, INC.

2000 LONG-TERM INCENTIVE PLAN

ON BEHALF OF AMERIGAS PARTNERS, L.P.




Exhibit A




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




1. “Change of Control” shall mean:



(i) 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”); or



(ii) 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



(iii) 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; or


 


A-1









 





(iv) 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; or



(v) 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



(vi) 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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(vii) 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



(viii) 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



(ix) 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.


 


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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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