Exhibit 10.25AMERIGAS PROPANE, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLANAs amended July 30, 2007
 
 

 
**Table of Contents**           **Page**        Article I Statement of Purpose  2        Article II Definitions  2        Article III Participation and Vesting  4        Article IV Benefits  4        Article V Form and Timing of Benefit Distribution  6        Article VI Funding of Benefits  6        Article VII The Committee  6        Article VIII Amendment and Termination  8        Article IX Claims Procedures  9        Article X Miscellaneous Provisions  10  i 
 
 

 
ARTICLE ISTATEMENT OF PURPOSEThe purpose of the AmeriGas Propane, Inc. Supplemental Executive Retirement Plan (the “AGPSERP”) is to provide a fair and competitive level of retirement benefits to certain management andother highly compensated employees and thereby to attract and retain the highest quality executivesto AmeriGas Propane, Inc. To address these purposes, certain employees of AmeriGas Propane, Inc.(those designated as “Participants”) will be provided with supplemental retirement benefits. Thisamendment and restatement of the AGP SERP was adopted at the AmeriGas Propane, Inc. Board ofDirectors meeting on July 30, 2007 and shall be effective as of October 1, 2007.ARTICLE IIDEFINITIONSSec. 2.01 “Administrative Committee” shall mean the administrative committee designatedpursuant to Article VII to administer the AGP SERP in accordance with its terms.Sec. 2.02 “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of theGeneral Rules and Regulations under the Securities Exchange Act of 1934, as amended.Sec. 2.03 “AGP” shall mean AmeriGas Propane, Inc.Sec. 2.04 “AGP 401(k) Plan” shall mean the AmeriGas Propane, Inc. 401(k) Savings Plan.Sec. 2.05 “AGP SERP” shall mean the AmeriGas Propane, Inc. Supplemental Executive RetirementPlan as set forth herein and as the same may be hereafter amended.Sec. 2.06 “Board” shall mean the Board of Directors of AGP.Sec. 2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended.Sec. 2.08 “Compensation/Pension Committee” shall mean the Compensation/Pension Committee ofthe Board or such other committee designated by the Board of AGP to perform certain functions withrespect to the AGP SERP.Sec. 2.09 “Compensation” shall mean a Participant’s actual base salary earned from AGP and itsSubsidiaries, plus the amount of annual bonus payable under the applicable bonus or severance plan,in each Plan Year. Compensation shall include any such salary and bonus that that would be payableto the Employee except for an election by the Employee to have such compensation deferred under anyqualified savings plan, non-qualified deferred compensation plan, or section 125 plan, of AGP or aSubsidiary. Compensation shall be prorated for any Plan Year during which the Employee ceases tobe a Participant and remains an employee of AGP or a Subsidiary or Affiliate.
 
 

 
Sec. 2.10 “Effective Date” of the AGP SERP shall mean October 1, 1996. The effective date ofthe amended AGP SERP is October 1, 2007.Sec. 2.11 “Employee” shall mean any person in the employ of AGP or any AGP Subsidiary otherthan a person (i) whose terms and conditions of employment are determined through collectivebargaining with a third party or (ii) who is characterized as an independent contractor by AGP, nomatter how characterized by a court or government agency. No retroactive characterization of anindividual’s status for any other purpose shall make an individual an “Employee” for purposeshereof unless specifically determined otherwise by AGP for the purposes of this AGP SERP.Sec. 2.12 “Employment Commencement Date” shall mean the first day on which a Participantbecame an employee of AGP, any Subsidiary or Affiliate of AGP, or any entity whose business orassets have been acquired by AGP, its Subsidiary or Affiliate or by any predecessor of suchentities. If any interruption of employment occurred after the date described in the precedingsentence, the “Reemployment Commencement Date” shall be the first day on which the Participantbecame an employee as described in the preceding sentence after the most recent such interruptionof the employment relationship between the Participant and AGP or any of its Subsidiaries orAffiliates, unless the Administrative Committee determines otherwise.Sec. 2.13 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.Sec. 2.14 “Key Employee” shall mean an employee who, at any time during the 12-month periodending on the identification date, is a “specified employee” under section 409A of the Code, asdetermined by the Compensation and Management Development Committee of the Board of Directors ofUGI Corporation or its delegate. The determination of Key Employees, including the number andidentity of persons considered specified employees and the identification date, shall be made bysuch Committee or its delegate in accordance with the provisions of sections 416(i) and 409A of theCode and the regulations issued thereunder.Sec. 2.15 “Matching Contribution” shall have the meaning given that term under the AGP 401(k)Plan.Sec. 2.16 “Participant” shall mean each Employee who meets the requirements of Section 3.01hereof.Sec. 2.17 “Plan Year” shall mean a fiscal year beginning October 1 and ending September 30.Sec. 2.18 “Postponement Period” shall mean, for a Key Employee, the period of six months afterseparation from service (or such other period as may be required by Section 409A of the Code)during which AGP SERP benefits may not be paid to the Key Employee under section 409A of the Code.Sec. 2.19 “Subsidiary” shall mean any corporation in which AGP, directly or indirectly, ownsat least a 50% interest or an unincorporated entity of which AGP, directly or indirectly, owns atleast 50% of the profits or capital interests.
 
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Sec. 2.20 “Termination for Cause” shall mean termination of employment by reason ofmisappropriation of funds, habitual insobriety, substance abuse, conviction of a crime involvingmoral turpitude, or gross negligence in the performance of duties, which gross negligence has had amaterial gross adverse effect on the business, operations, assets, properties or financialcondition of AGP, AmeriGas Partners, L.P., AmeriGas Propane, L.P., or their Subsidiaries andAffiliates, taken as a whole.ARTICLE IIIPARTICIPATION AND VESTINGSec. 3.01 Participation. Each Employee of AGP or an AGP Subsidiary who is employed ona salaried basis at grade level 36 or higher, or such other level as the Compensation/PensionCommittee may designate, shall be a Participant for the applicable Plan Year.Sec. 3.02 Vesting. Benefits under this AGP SERP shall vest on the fifth anniversaryof a Participant’s Employment Commencement Date, if the Participant continues to be employed by AGPand its Affiliates through the vesting date, unless the Compensation/Pension Committee determinesthat a Participant’s benefits should vest, in whole or in part, sooner. A Participant’s benefitunder this AGP SERP shall also vest if the Participant’s employment with AGP and its Subsidiariesand Affiliates terminates on account of death or Total Disability, as determined under the AGP401(k) Plan.ARTICLE IVBENEFITSSec. 4.01 Benefit Credits.(a) AGP shall establish a bookkeeping account for each Participant. At the end of each PlanYear, AGP shall credit to the Participant’s account an amount equal to 5% of the Participant’smaximum recognizable Compensation under section 401(a)(17) of the Code for the calendar year inwhich the Plan Year begins, and 10% of the Participant’s Compensation, if any, in excess of suchmaximum recognizable Compensation under section 401(a)(17) of the Code.(b) In addition, effective for amounts forfeited in 2005 and subsequent years, in the eventthat any portion of the Matching Contribution allocated to a Participant under the AGP 401(k) Planwith respect to the prior plan year is forfeited to satisfy the nondiscrimination requirements ofsection 401(k) or 401(m) of the Code, AGP shall credit to the Participant’s account under the AGPSERP, in the Plan Year in which the forfeiture occurs, an amount that is equal to the forfeitedMatching Contributions, adjusted for earnings and losses as provided under the AGP 401(k) Plan tothe date forfeited. The allocation with respect to forfeited Matching Contributions shall notexceed the Matching Contributions that would have been provided under the AGP 401(k) Plan in theabsence of any plan-based restrictions that reflect limits on qualified plan contributions underthe Code, in accordance with section 409A of the Code.
 
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Sec. 4.02 Timing of Credits. Amounts shall be credited to a Participant’s accountannually within 90 days after the end of the Plan Year.Sec. 4.03 Earnings.(a) For Plan Years ending before October 1, 2007, amounts credited to a Participant’s accountshall accrue interest from the end of the Plan Year as of which they are so credited until the dateon which they are paid to the Participant. Such interest shall be credited annually on the openingbalance of a Participant’s account as of each September 30. The rate of interest shall be equal tothe total year-to-date rate of return on the trust portfolio for the Retirement Income Plan forEmployees of UGI Utilities, Inc. (the “RIP”), except that the rate of interest in any fiscal yearmay not exceed the rate of return assumed in determining the annual cost of the RIP for that yearplus one percent or be less than zero. The Administrative Committee shall make appropriateadjustments to interest credited with respect to any amounts that are credited to the AGP SERPduring the Plan Year pursuant to Section 4.01 and with respect to Participants who receive adistribution from the Plan during the Plan Year.(b) For Plan Years beginning on or after October 1, 2007,(i) For purposes of measuring the investment returns of a Participant’s account, theParticipant may select the investment funds in which all or part of his account shall be deemed tobe invested, from the investment funds designated by the Administrative Committee.(ii) A Participant shall make an investment designation by such method as the AdministrativeCommittee determines. An investment designation shall remain effective until another validdesignation has been made by the Participant. The Participant may amend his investment designationat such time or times as permitted by the Administrative Committee in its sole discretion, and inaccordance with such procedures as may be established by the Administrative Committee.(iii) In the absence of any Participant election designating the deemed investment of hisaccount, a Participant shall be deemed to have elected that his account be invested in the mannerselected by the Administrative Committee for such circumstance.(iv) Each Participant’s account shall be adjusted periodically to take into account the gains,losses and income returns of the investment funds selected by the Participant.Sec. 4.04 Divestiture. Each Participant shall be divested of, and shall immediatelyforfeit, any benefit to which the Participant is otherwise entitled under the AGP SERP if theParticipant experiences a Termination for Cause.
 
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ARTICLE VFORM AND TIMING OF BENEFIT DISTRIBUTIONSec. 5.01 Form of Benefit Distributions. A Participant’s vested account under the AGPSERP shall be paid in a lump sum to the Participant upon the Participant’s termination ofemployment with AGP and its Subsidiaries and Affiliates for any reason other than Termination forCause, as described below. In the event of death, the Participant’s vested account shall be paidin a lump sum to the Participant’s beneficiary designated in writing on a form filed with theAdministrative Committee or its designee or, if there is none, to the Participant’s estate.Sec. 5.02 Timing of Benefit Distributions. Except as otherwise required by Section5.03 below, benefits payable under the AGP SERP shall be paid within 60 days after a Participant’stermination of employment for a reason other than Termination for Cause.Sec. 5.03 Key Employees. If required by section 409A of the Code, no benefits shallbe paid to a Participant who is a Key Employee during the Postponement Period. If a Participant isa Key Employee and payment of benefits under the AGP SERP is required to be delayed for thePostponement Period, the accumulated amounts withheld on account of section 409A of the Code shallbe paid in a lump sum payment within 15 days after the end of the Postponement Period. If theParticipant dies during the Postponement Period prior to the payment of benefits, the amountswithheld on account of section 409A of the Code shall be paid to the Participant’s beneficiary (asdescribed in Section 5.01) within 60 days after the Participant’s death.ARTICLE VIFUNDING OF BENEFITSSec. 6.01 Source of Funds. The Board may, but shall not be required to, authorize theestablishment of a rabbi trust for the benefits described herein. In any event, AGP’s obligationhereunder shall constitute a general, unsecured obligation, payable solely out of its generalassets, and no Participant shall have any right to any specific assets of AGP or any such vehicle.Sec. 6.02 Participant Contributions. There shall be no contributions made byParticipants under the AGP SERP.ARTICLE VIITHE COMMITTEESec. 7.01 Appointment and Tenure of Administrative Committee Members. TheAdministrative Committee shall consist of one or more persons who shall be appointed by and serveat the pleasure of the Compensation/Pension Committee. Any Administrative Committee member mayresign by delivering his or her written resignation to the Compensation/Pension Committee.Vacancies arising by the death, resignation or removal of an Administrative Committee member may befilled by the Compensation/Pension Committee.
 
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Sec. 7.02 Meetings; Majority Rule. Any and all acts of the Administrative Committeetaken at a meeting shall be by a majority of all members of the Administrative Committee. TheAdministrative Committee may act by vote taken in a meeting (at which a majority of members shallconstitute a quorum). The Administrative Committee may also act by unanimous consent in writingwithout the formality of convening a meeting.Sec. 7.03 Delegation. The Administrative Committee may, by majority decision,delegate to each or any one of its members, authority to sign any documents on its behalf, or toperform ministerial acts, but no person to whom such authority is delegated shall perform any actinvolving the exercise of any discretion without first obtaining the concurrence of a majority ofthe members of the Administrative Committee, even though such person alone may sign any documentrequired by third parties. The Administrative Committee shall elect one of its members to serve asChairperson. The Chairperson shall preside at all meetings of the Administrative Committee orshall delegate such responsibility to another Administrative Committee member. The AdministrativeCommittee shall elect one person to serve as Secretary to the Administrative Committee. All thirdparties may rely on any communication signed by the Secretary, acting as such, as an officialcommunication from the Administrative Committee.Sec. 7.04 Authority and Responsibility of the Administrative Committee. TheAdministrative Committee shall have only such authority and responsibilities as are delegated to itby the Compensation/Pension Committee or specifically under this AGP SERP. The AdministrativeCommittee shall have full power and express discretionary authority to administer and interpret theAGP SERP, to make factual determinations and to adopt or amend such rules and regulations forimplementing the AGP SERP and for the conduct of its business as it deems necessary or advisable,in its sole discretion. The Administrative Committee’s authorities and responsibilities shall alsoinclude:(a) maintenance and preservation of records relating to Participants, former Participants, andtheir beneficiaries;(b) preparation and distribution to Participants of all information and notices required underfederal law or the provisions of the AGP SERP;(c) preparation and filing of all governmental reports and other information required underlaw to be filed or published;(d) construction of the provisions of the AGP SERP, to correct defects therein and to supplyomissions thereto;(e) engagement of assistants and professional advisers;(f) arrangement for bonding, if required by law; and(g) promulgation of procedures for determination of claims for benefits.Sec. 7.05 Compensation of Administrative Committee Members. The members of theAdministrative Committee shall serve without compensation for their services as such, but allexpenses of the Administrative Committee shall be paid or reimbursed by AGP.
 
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Sec. 7.06 Committee Discretion. Any discretion, actions or interpretations to be madeunder the AGP SERP by the Administrative Committee or by the Compensation/Pension Committee onbehalf of AGP shall be made in its sole discretion, not acting in a fiduciary capacity, need not beuniformly applied to similarly situated individuals, and shall be final, binding and conclusiveupon the parties. All benefits under the AGP SERP shall be provided conditional upon theParticipant’s acknowledgement, in writing or by acceptance of the benefits, that all decisions anddeterminations of the Administrative Committee shall be final and binding on the Participant, hisor her beneficiaries and any other person having or claiming an interest under the AGP SERP.Sec. 7.07 Indemnification of the Committees. Each member of the AdministrativeCommittee and each member of the Compensation/Pension Committee shall be indemnified by AGP againstcosts, expenses and liabilities (other than amounts paid in settlement to which AGP does notconsent) reasonably incurred by the member in connection with any action to which the member may bea party by reason of the member’s service on the applicable Committee, except in relation tomatters as to which the member shall be adjudged in such action to be personally guilty of grossnegligence or willful misconduct in the performance of the member’s duties. The foregoing right toindemnification shall be in addition to such other rights as the Administrative Committee member orthe Compensation/Pension Committee member may enjoy as a matter of law or by reason of insurancecoverage of any kind, but shall not extend to costs, expenses and/or liabilities otherwise coveredby insurance or that would be so covered by any insurance then in force if such insurance containeda waiver of subrogation. Rights granted hereunder shall be in addition to and not in lieu of anyrights to indemnification to which the Administrative Committee member or the Compensation/PensionCommittee member may be entitled pursuant to the by-laws of AGP. Service on the AdministrativeCommittee or the Compensation/Pension Committee shall be deemed in partial fulfillment of theapplicable Committee member’s function as an employee, officer, or director of AGP, if theCommittee member also serves in that capacity.ARTICLE VIIIAMENDMENT AND TERMINATIONSec. 8.01 Amendment. The provisions of the AGP SERP may be amended at any time andfrom time to time by a resolution of the Board; provided, however, that no such amendment shallserve to reduce the benefit that has accrued on behalf of a Participant as of the effective date ofthe amendment, and, provided further, however, that the Compensation/Pension Committee may makesuch amendments as are necessary to keep the AGP SERP in compliance with applicable law and minoramendments which do not materially affect the rights of the Participants or significantly increasethe cost to AGP, AmeriGas Partners, L.P. or AmeriGas Propane, L.P.Sec. 8.02 AGP SERP Termination. While it is AGP’s intention to continue the AGP SERPindefinitely in operation, the right is, nevertheless, reserved to terminate the AGP SERP in wholeor in part at any time for any reason without either the consent of or prior notice to anyParticipant. No such termination shall reduce the benefit that has accrued on behalf of aParticipant as of the effective date of the termination, but AGP may immediately distribute allaccrued benefits upon termination of the AGP SERP in accordance with section 409A of the Code.
 
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ARTICLE IXCLAIMS PROCEDURESSec. 9.01 Claim. Any person or entity claiming a benefit, requesting aninterpretation or ruling under the AGP SERP (hereinafter referred to as “claimant”), or requestinginformation under the AGP SERP shall present the request in writing to the AdministrativeCommittee, which shall respond in writing or electronically. The notice advising of the denialshall be furnished to the claimant within 90 days of receipt of the benefit claim by theAdministrative Committee, unless special circumstances require an extension of time to process theclaim. If an extension is required, the Administrative Committee shall provide notice of theextension prior to the termination of the 90 day period. In no event may the extension exceed atotal of 180 days from the date of the original receipt of the claim.Sec. 9.02 Denial of Claim. If the claim or request is denied, the written orelectronic notice of denial shall state:(a) The reason(s) for denial;(b) Reference to the specific AGP SERP provisions on which the denial is based;(c) A description of any additional material or information required and an explanation of whyit is necessary; and(d) An explanation of the AGP SERP’s claims review procedures and the time limits applicableto such procedures, including the right to bring a civil action under section 502(a) of ERISA.Sec. 9.03 Final Decision. The decision on review shall normally be made within 60days after the Administrative Committee’s receipt of claimant’s claim or request. If an extensionof time is required for a hearing or other special circumstances, the claimant shall be notifiedand the time limit shall be 120 days. The decision shall be in writing or in electronic form andshall:(a) State the specific reason(s) for the denial;(b) Reference the relevant AGP SERP provisions;(c) State that the claimant is entitled to receive, upon request and free of charge, and havereasonable access to and copies of all documents, records and other information relevant to theclaim for benefits; and(d) State that the claimant may bring an action under section 502(a) of ERISA.
 
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All decisions on review shall be final and bind all parties concerned.Sec. 9.04 Review of Claim. Any claimant whose claim or request is denied or who hasnot received a response within 60 days may request a review by notice given in writing orelectronic form to the Administrative Committee. Such request must be made within 60 days afterreceipt by the claimant of the written or electronic notice of denial, or in the event the claimanthas not received a response, 60 days after receipt by the Administrative Committee of theclaimant’s claim or request. The claim or request shall be reviewed by the AdministrativeCommittee which may, but shall not be required to, grant the claimant a hearing. On review, theclaimant may have representation, examine pertinent documents, and submit issues and comments inwriting.ARTICLE XMISCELLANEOUS PROVISIONSSec. 10.01 Nonalienation of Benefits. None of the payments, benefits or rights of anyParticipant under the AGP SERP 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 fromattachment, garnishment, trustee’s process, or any other legal or equitable process available toany creditor of such Participant. No Participant shall have the right to alienate, anticipatecommute, pledge, encumber or assign any of the benefits or payments which he or she may expect toreceive, contingently or otherwise, under the AGP SERP, except any right to designate a beneficiaryor beneficiaries in connection with any form of benefit payment providing benefits after theParticipant’s death.Sec. 10.02 No Contract of Employment. Neither the establishment of the AGP SERP, norany modification thereof, nor the creation of any fund, trust or account, nor the payment of anybenefits shall be construed as giving any Participant or Employee, or any person whomsoever, theright to be retained in the service of AGP, and all Participants and other Employees shall remainsubject to discharge to the same extent as if the AGP SERP had never been adopted.Sec. 10.03 Severability of Provisions. If any provision of the AGP SERP shall be heldinvalid or unenforceable, such validity or unenforceability shall not affect any other provisionshereof, and the AGP SERP shall be construed and enforced as if such provision had not beenincluded.Sec. 10.04 Heirs, Assigns and Personal Representatives. The AGP SERP shall be bindingupon the heirs, executors, administrators, successors and assigns of the parties, including eachParticipant, present and future.Sec. 10.05 Headings and Captions. The headings and captions herein are provided forreference and convenience only, shall not be considered part of the AGP SERP, and shall not beemployed in the construction of the AGP SERP.
 
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Sec. 10.06 Gender and Number. Except where otherwise clearly indicated by context,the masculine and the neuter shall include the feminine and the neuter, the singular shall includethe plural, and vice-versa.Sec. 10.07 Controlling Law. The AGP SERP shall be construed and enforced according tothe laws of the Commonwealth of Pennsylvania to the extent not preempted by federal law, whichshall otherwise control, and exclusive of any Pennsylvania choice of law provisions.Sec. 10.08 Payments to Minors, Etc. Any benefit payable to or for the benefit of aminor, an incompetent person or other person incapable of receipting therefor shall be deemed paidwhen paid to such person’s guardian or to the party providing or reasonably appearing to providefor the care of such person, and such payment shall fully discharge AGP, the Board, theAdministrative Committee, the Compensation/Pension Committee and all other parties with respectthereto.Sec. 10.09 Lost Payees. A benefit (including accrued interest) shall be deemedforfeited if the Board or the Administrative Committee is unable to locate a Participant to whompayment is due; provided, however, that such benefit shall be reinstated if a claim is made by theproper payee for the forfeited benefit.Sec. 10.10 Reliance on Data and Consents. AGP, the Board, the Compensation/PensionCommittee, the Administrative Committee, all fiduciaries with respect to the AGP SERP, and allother persons or entities associated with the operation of the AGP SERP, and the provision ofbenefits thereunder, may reasonably rely on the truth, accuracy and completeness of all dataprovided by the Participant, including, without limitation, data with respect to age, health andmarital status. Furthermore, AGP, the Board, the Compensation/Pension Committee, theAdministrative Committee and all fiduciaries with respect to the AGP SERP may reasonably rely onall consents, elections and designations filed with the AGP SERP or those associated with theoperation of the AGP SERP by any Participant, or the representatives of any such person withoutduty to inquire into the genuineness of any such consent, election or designation. None of theaforementioned persons or entities associated with the operation of the AGP SERP or the benefitsprovided under the AGP SERP shall have any duty to inquire into any such data, and all may rely onsuch data being current to the date of reference, it being the duty of the Participants to advisethe appropriate parties of any change in such data.Sec. 10.11 Taxation. The AGP SERP is intended to comply with the requirements ofsection 409A of the Code. Notwithstanding anything in the AGP SERP to the contrary, allocations tothe AGP SERP shall be made consistent with section 409A, and distributions may only be made underthe AGP SERP upon an event and in a manner permitted by section 409A of the Code. All paymentsunder the AGP SERP shall be subject to applicable tax withholding. Distributions upon terminationof employment shall only be made upon the Participant’s “separation from service” under section409A of the Code, and in no event may a Participant designate the calendar year of a payment.
 
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IN WITNESS WHEREOF, and as evidence of its adoption of the AGP SERP, AGP has caused the same to beexecuted by its duly authorized officer and its corporate seal to be affixed hereto as of the _____ day of                                         .       Attest:   AMERIGAS PROPANE, INC.           By:         Secretary     President and Chief Executive Officer           Date:         
 
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