Exhibit 10.31a








Exhibit 10.31a





Officer

French Sub-Plan




UGI CORPORATION

AMENDED AND RESTATED 2004 OMNIBUS EQUITY COMPENSATION PLAN

SUB-PLAN FOR FRENCH EMPLOYEES AND CORPORATE OFFICERS




STOCK OPTION GRANT LETTER




This STOCK OPTION GRANT, dated January 1, 2010 (the “Date of Grant”), is delivered by UGI
Corporation (“UGI”) to
 _____ 

(the “Participant”).



RECITALS




The UGI Corporation Sub-Plan for French Employees and Corporate Officers (the “Sub-Plan”)
under the Amended and Restated 2004 Omnibus Equity Compensation Plan (the “Plan”) provides for the
grant of options to purchase shares of common stock of UGI. The Board of Directors of UGI (the
“Board”) authorizes and administers all option grants to employees and corporate officers in
France, and the Board 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 and the Sub-Plan, UGI hereby grants to the Participant a stock option (the “Option”) to
purchase
 _____ 

shares of common stock of UGI (“Shares”) at an exercise price of U.S. $24.19 per
Share. The Option is intended to be a qualified option for French tax purposes and a nonqualified
stock option for U.S. tax purposes. The Option shall become exercisable according to Section 2
below.



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



	 	 	 	 	 
	 	 	Shares for Which the	 
	Date	 	Option is Exercisable	 
	 
	 
	January 1, 2014
	 	 	100	%






3. Term of Option.




(a) The Option shall have a term of nine years and six months from the Date of Grant and shall
terminate at the expiration of that period (5:00 p.m. U.S. EST on June
30, 2019), unless it is terminated at an earlier date pursuant to the provisions of this Grant
Letter or the Plan.


 


 









 





(b) 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, except as
provided below. If 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’s employment or service terminates
on account of a Termination without Cause, 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, the Option will thereafter become exercisable as if
the Participant had remained employed by, or had continued providing service to, the
Company for 48 months after the date of such Retirement. The Option will terminate upon
the earlier of the expiration date of the Option or the expiration of such 48-month period.




(iii) Disability. If the Participant is determined to be Disabled, the Option will
thereafter become exercisable as if the Participant had remained employed by, or had
continued providing service to, the Company for 48 months after the date of such
Disability. The Option will terminate upon the earlier of the expiration date of the
Option or the expiration of such 48-month period.




(iv) Death. In the event of the death of the Participant while employed by, or while
providing service to, the Company or while the Option is outstanding pursuant to
subsections (i), (ii) or (iii) above, the Option will be fully and immediately exercisable
and may be exercised at any time prior to expiration of the six-month period following the
Participant’s death. 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 Sections 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 14 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 in U.S. dollars or (ii) by payment through
a broker in accordance with procedures acceptable to the Board and permitted by Regulation T of the
U.S. Federal Reserve Board.


 


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(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 Board, 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 the Company” shall mean employment as an employee of the Company. For
purposes of this Grant Letter, the Participant’s period of employment shall not include any period
of notice of termination of employment, whether expressed or implied. The Participant’s date of
cessation of employment shall mean the date upon which the Participant ceases active performance of
services for the Company following the provision of such notification of termination or resignation
from employment and shall be determined solely by this Grant Letter and without reference to any
other agreement, written or oral, including the Participant’s contract of employment.



(d) “Retirement” 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, (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 or (v) gross
misconduct (“faute grave”) or willful misconduct (“faute lourde”), as defined under French
employment law and French case law.



6. Change of Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Option, and, in the event of a Change of Control, the Board may take such actions as
it deems appropriate pursuant to the Plan and the Sub-Plan.



7. Restrictions on Exercise. Except as the Board 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 solely by the Participant’s
estate, to the extent that the Option is exercisable pursuant to this Grant Letter.


 


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8. Share Retention Requirement. The Participant may not sell, transfer or otherwise
dispose of ten percent (10%) of the Shares acquired upon exercise of the Option until termination
of the Participant’s employment or service.



9. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan and the
Sub-Plan, the terms of which are incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. The grant and exercise of the Option are subject to
interpretations, regulations and determinations concerning the Plan established from time to time
by the Board 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 Board 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.



10. 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 of the Company and shall not interfere in
any way with the right of the Company to terminate the Participant’s employment at any time. The
right of the Company to terminate at will the Participant’s employment at any time for any reason
is specifically reserved.



11. 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.



12. 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.



13. 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.



14. 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.


 


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15. Authorization to Release Necessary Personal Information.




(a) The Participant hereby authorizes and directs the Participant’s employer to collect, use
and transfer in electronic or other form, any personal information (the “Data”) regarding the
Participant’s employment, the nature and amount of the Participant’s compensation and the fact and
conditions of the Participant’s participation in the Plan (including, but not limited to, the
Participant’s name, home address, telephone number, date of birth, social security number (or any
other social or national identification number), salary, nationality, job title, number of Shares
held and the details of all options or any other entitlement to Shares awarded, cancelled,
exercised, vested, unvested or outstanding) for the exclusive purpose of implementing,
administering and managing the Participant’s participation in the Plan. The Participant
understands that the Data may be transferred to the Company, or to any third parties assisting in
the implementation, administration and management of the Plan, including any requisite transfer to
a broker or other third party assisting with the exercise of options under the Plan or with whom
Shares acquired upon exercise of this Option or cash from the sale of such Shares may be deposited.
The Participant acknowledges that recipients of the Data may be located in different countries,
and those countries may have data privacy laws and protections different from those in the country
of the Participant’s residence. Furthermore, the Participant acknowledges and understands that the
transfer of the Data to the Company, or to any third parties, is necessary for the Participant’s
participation in the Plan. The Participant understands that the Data will be held only as long as
necessary to implement, administer and manage the Participant’s participation in the Plan. For all
transfers, the Participant’s employer agrees and warrants that the processing, including the
transfer itself, of the Data will be carried out in accordance with the French and European legal
data protection regulation.



(b) The Participant may at any time amend the Data and/or withdraw the consents herein, by
contacting the Participant’s local human resources representative in writing. The Participant
further acknowledges that withdrawal of consent may affect the Participant’s ability to exercise or
realize benefits from the Option, and the Participant’s ability to participate in the Plan.



16. No Entitlement or Claims for Compensation.



(a) The grant of options under the Plan is made at the discretion of the Board, and the Plan
may be suspended or terminated by UGI at any time. The grant of an option in one year or at one
time does not in any way entitle the Participant to an option grant in the future. The Plan is
wholly discretionary in nature and is not to be considered part of the Participant’s normal or
expected compensation subject to severance, resignation, redundancy or similar compensation. The
value of the Option is an extraordinary item of
compensation which is outside the scope of the Participant’s employment contract (if any).



(b) The Participant shall have no rights to compensation or damages as a result of the
Participant’s cessation of employment for any reason whatsoever, whether or not in breach of
contract, insofar as those rights arise or may arise from the Participant’s ceasing to have rights
under or be entitled to exercise this Option as a result of such cessation or from the loss or
diminution in value of such rights. If the Participant did acquire any such rights, the
Participant is deemed to have waived them irrevocably by accepting the Option.


 


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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.



	 	 	 	 	 	 	 
	Attest	 	UGI Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

Margaret M. Calabrese

	 	 	 	 

Robert H. Knauss
	 	 
	Corporate Secretary

	 	 	 	Vice President and General Counsel	 	 






I hereby acknowledge receipt of the Plan, the Terms and Conditions and the Sub-Plan 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, the Sub-Plan and this Grant Letter. I hereby
further agree that all the decisions and determinations of the Board shall be final and binding on
me and any other person having or claiming a right under this Grant.



	 	 	 
	 

Participant

	 	 






 


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