EX-10.9



 Exhibit 10.9 
 UGI CORPORATION 
 2004 OMNIBUS EQUITY COMPENSATION PLAN 

NONQUALIFIED STOCK OPTION GRANT LETTER 
 This STOCK OPTION GRANT, dated January 17, 2012 (the “Date of Grant”), is delivered by UGI Corporation (“UGI”) to R. Paul Grady (the “Participant”). 

RECITALS 

The UGI Corporation 2004 Omnibus Equity Compensation Plan, as amended (the “Plan”), provides for the grant of options to
purchase shares of common stock of UGI. The Compensation and Management Development Committee of the Board of Directors of UGI (the “Committee”) has decided to make a stock option grant to the Participant. 

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

1. Grant of Option. Subject to the terms and conditions set forth in this Grant Letter and in the Plan, the Committee hereby grants to the
Participant a nonqualified stock option (the “Option”) to purchase 30,000 shares of common stock of UGI (“Shares”) at an exercise price of $28.03 per Share. The Option shall become exercisable according to Paragraph 2 below.

 2. Exercisability of Option. The Option shall become exercisable on the following dates, if the Participant is employed by,
or providing service to, the Company (as defined below) on the applicable date: 
  

					
	 Date
	  	Shares for Which the
Option 
is Exercisable	 
	 January 17, 2013
	  	 	33 1/3	% 
	 January 17, 2014
	  	 	33 1/3	% 
	 January 17, 2015
	  	 	33 1/3	% 

 The exercisability of the Option is cumulative, but shall not exceed 100% of the Shares subject to the Option. If the
foregoing schedule would produce fractional Shares, the number of Shares for which the Option becomes exercisable shall be rounded down to the nearest whole Share. 
 3. Term of Option. 
 (a) The Option shall have a term of ten years from the
Date of Grant and shall terminate at the expiration of that period (5:00 p.m. EST on January 16, 2022), unless it is terminated at an earlier date pursuant to the provisions of this Grant Letter or the Plan. 

(b) Except as provided below, if the Participant ceases to be employed by, or provide service to, the Company, the Option will terminate
on the date the Participant ceases such employment or service. 







 (c) If, on or after January 1, 2015, the Participant ceases to be employed by, or provide
service to, the Company by reason of (i) Termination Without Cause (as defined below), (ii) Retirement (as defined below), (iii) Disability (as defined below), or (iv) death, the Option held by the Participant will thereafter be exercisable pursuant
to the following terms: 
 (i) Termination Without Cause. If the Participant terminates employment or
service on account of a Termination without Cause, on or after January 1, 2015, the Option will thereafter be exercisable only with respect to that number of Shares with respect to which the Option is already exercisable on the date the
Participant’s employment or service terminates. Such portion of the Option will terminate upon the earlier of the expiration date of the Option or the expiration of the 13-month period commencing on the date the Participant ceases to be
employed by, or provide service to, the Company. 
 (ii) Retirement. If the Participant ceases to be
employed by, or provide service to, the Company on account of Retirement, on or after January 1, 2015, the Option will thereafter become exercisable as if the Participant had continued to be employed by, or provide service to, the Company after the
date of such Retirement. The Option will terminate upon the expiration date of the Option. 
 (iii)
Disability. If the Participant ceases to be employed by, or provide service to, the Company on account of Disability, on or after January 1, 2015, the Option will thereafter become exercisable as if the Participant had continued to provide
service to the Company for 36 months after the date of such termination of employment or service. The Option will terminate upon the earlier of the expiration date of the Option or the expiration of such 36-month period. 

(iv) Death. In the event of the death of the Participant while employed by, or providing service to, the Company,
on or after January 1, 2015, the Option will be fully and immediately exercisable and may be exercised at any time prior to the earlier of the expiration date of the Option or the expiration of the 12-month period following the Participant’s
death. Death of the Participant after the Participant has ceased to be employed by, or provide service to, the Company will not affect the otherwise applicable period for exercise of the Option determined pursuant to subsections (i), (ii) or (iii)
above. After the Participant’s death, the Participant’s Option may be exercised by the Participant’s estate. 
 4. Exercise
Procedures. 
 (a) Subject to the provisions of Paragraphs 2 and 3 above, the Participant may exercise part or all of the
exercisable Option by giving UGI irrevocable written notice of intent to exercise on a form provided by UGI and delivered in the manner provided in Section 13 below. Payment of the exercise price and any applicable withholding taxes must be made
prior to issuance of the Shares. The Participant shall pay the exercise price (i) in cash, (ii) by delivering Shares (or by attestation to ownership of Shares), which shall be valued at their fair market value on the date of delivery, and which
shall have a fair market value on the date of exercise equal to the exercise price, (iii) by payment through a broker in accordance with procedures acceptable to the Committee and permitted by Regulation T of the Federal Reserve Board or (iv) by
such other method as the Committee may approve. The Committee may impose such limitations as it deems appropriate on the use of Shares to exercise the Option. 

  
 -2-









 (b) The obligation of UGI to deliver Shares upon exercise of the Option shall be subject to
all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as UGI’s counsel shall deem necessary or appropriate to comply with relevant
securities laws and regulations. UGI may require that the Participant (or other person exercising the Option after the Participant’s death) represent that the Participant is purchasing Shares for the Participant’s own account and not with
a view to or for sale in connection with any distribution of the Shares, or such other representation as UGI deems appropriate. 

(c) All obligations of UGI under this Grant Letter shall be subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. 
 5. Definitions. Whenever used in this Grant Letter, the following terms
shall have the meanings set forth below: 
 (a) “Company” means UGI and its Subsidiaries (as defined in the
Plan). 
 (b) “Disability” means a long-term disability as defined in the Company’s long-term disability
plan applicable to the Participant. 
 (c) “Employed by, or provide service to, the Company” shall mean
employment or service as an employee or director of the Company. 
 (d) “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. 
 (e) “Termination without Cause”
means termination of employment for the convenience of the Company for any reason other than (i) misappropriation of funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime involving moral turpitude, or (iv) gross negligence
in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company. The Committee may determine in its sole discretion whether, and under what
circumstances, the Participant’s voluntary termination upon a significant reduction in the Participant’s duties and responsibilities will constitute a Termination without Cause for purposes of the Grant Letter. 

6. Change of Control. If a Change of Control occurs, the outstanding Option will become fully exercisable as of the date of the Change of Control,
and the Committee may take such actions as it deems appropriate pursuant to the Plan. If the Participant is an employee of AmeriGas Propane, Inc. (“AmeriGas”) or a subsidiary of, or other entity controlled by, AmeriGas, the term
“Change of Control” shall mean (i) a Change of Control of UGI, as defined in the Plan or (ii) one of the events set forth in Exhibit A with respect to AmeriGas. 

  
 -3-









 7. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only
the Participant may exercise the Option during the Participant’s lifetime and, after the Participant’s death, the Option shall be exercisable by the Participant’s estate, to the extent that the Option is exercisable pursuant to this
Grant Letter. 
 8. Grant Subject to Plan Provisions and Company Policies. 

(a) This grant is made pursuant to the Plan and the Terms and Conditions established by the Committee with respect to the Plan, both of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan and the Terms and Conditions. The grant and exercise of the Option 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 Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions
arising hereunder. 
 (b) All Shares issued pursuant to this Option grant shall be subject to the UGI Corporation Stock Ownership
Policy. This Option grant and all Shares issued pursuant to this Option grant shall be subject to any applicable clawback and other policies implemented by the Board of Directors of UGI, as in effect from time to time. 

9. No Employment or Other Rights. The grant of the Option 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. 
 10. 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 subject to the Option, until certificates for Shares have been issued upon
the exercise of the Option. 
 11. Assignment and Transfers. The rights and interests of the Participant under this Grant Letter 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. 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. 
 12. 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. 

13. 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. 

  
 -4-









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

							
		 		 	UGI Corporation
				
	Attest	 		 		 	
				
	  
	 		 	By:	 	 
	 Margaret M. Calabrese

Corporate Secretary
	 		 		 	 Steven A. Samuel
 Vice
President - Law and General Counsel

		 		 		 	

 I hereby acknowledge receipt of the Plan and the Terms and Conditions incorporated herein. I accept the Option described
in this Grant Letter, and I agree to be bound by the terms of the Plan, including the Terms and Conditions, and this Grant Letter. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding on me and
any other person having or claiming a right under this grant. 
  

	
	Participant


  
 -5-









 EXHIBIT A 
 Change of Control with Respect to AmeriGas 
 For Participants who are employees of
AmeriGas, or a subsidiary of AmeriGas, the term “Change of Control” shall include the events set forth in this Exhibit A with respect to AmeriGas, and the defined terms used in this Exhibit A shall have the following meanings: 

1. “Change of Control” shall include any of the following events: 
 (A) Completion by AmeriGas, the 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 AmeriGas 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 AmeriGas’ 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 AmeriGas’ voting securities or the
Outstanding Units, as the case may be; or 
 (B) (a) Completion of a complete liquidation or dissolution of AmeriGas, the Public
Partnership or the Operating Partnership or (b) sale or other disposition of all or substantially all of the assets of AmeriGas, 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 AmeriGas’ 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 AmeriGas’ 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 AmeriGas’ 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 AmeriGas’ voting
securities or of the Outstanding Units immediately prior to such sale or disposition; or 

  
 A-1









 (C) UGI and the UGI 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 
 (D) UGI and the UGI
Subsidiaries fail to own more than fifty percent (50%) of the then outstanding shares of common stock of AmeriGas or more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of AmeriGas entitled to vote
generally in the election of directors; or 
 (E) AmeriGas 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 AmeriGas, 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 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. 
 4. “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended. 

  
 A-2









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

6. “Public Partnership” shall mean AmeriGas Partners, L.P. 
 7. “Person” shall mean an individual or a corporation, partnership, trust, unincorporated organization, association, or other entity. 
 8. “UGI Subsidiary” shall mean any corporation in which UGI directly or indirectly, owns at least a fifty percent (50%) interest or an unincorporated entity of which UGI, as applicable, directly
or indirectly, owns at least fifty percent (50%) of the profits or capital interests. 

  
 A-3