Exhibit 10.31b







Exhibit 10.31b



Officer

French Sub-Plan




UGI CORPORATION

AMENDED AND RESTATED 2004 OMNIBUS EQUITY COMPENSATION PLAN

SUB-PLAN FOR FRENCH EMPLOYEES AND CORPORATE OFFICERS




PERFORMANCE UNIT GRANT LETTER




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

(the “Participant”).



RECITALS




The UGI Corporation Amended and Restated 2004 Omnibus Equity Compensation Plan (the “Plan”)
provides for the grant of performance units (“Performance Units”) with respect to shares of common
stock of UGI (“Shares”). The Sub-Plan for French Employees and Corporate Officers (the “Sub-Plan”)
sets forth the terms and conditions applicable to the Performance Units granted under Section 9 of
the Plan to employees and corporate officers who are, or may become, liable to taxation on
compensation in France. The Board of Directors of UGI (the “Board”) has decided to grant
Performance Units to the Participant under the Sub-Plan.



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



1. Grant of Performance Units. Subject to the terms and conditions set forth in this Grant
Letter, in the Plan and in the Sub-Plan, the Board hereby grants to the Participant
 _____ 


Performance Units. The number of Performance Units set forth above is the maximum number of Shares
that may be earned pursuant to this award. The Performance Units are contingently awarded and will
be earned (and the corresponding ownership of Shares will be transferred to the Participant) after
the expiration of the Measurement Period (as defined below) if and to the extent that the
performance goals and other conditions of the Grant Letter are met.



2. Performance Goals.




(a) The Participant shall earn the right to issuance of Shares corresponding to the
Performance Units after the expiration of the Measurement Period if the performance goals described
in subsection (b) below are met for the Measurement Period, and if the Participant continues to be
employed by, or provide service to, the Company (as defined in the Plan) at least until the
expiration of the Measurement Period (except in the event of death, Disability or Retirement of the
Participant). The Measurement Period is the period beginning January 1, 2010 and ending December
31, 2012. The Measurement Period will correspond under French law to the “période d’acquisition”
as referred to under section L.225-197-1 of the French Commercial Code.


 


 









 





(b) The maximum number of Performance Units set forth in Section 1 hereof will be payable
if UGI’s Total Shareholder Return (TSR) equals the highest TSR of a peer group for the Measurement
Period. The peer group is the group of companies that comprises the S&P Utilities Index as of the
beginning of the Measurement Period; provided that if a company is added to the S&P Utilities Index
during the Measurement Period, that company is not included in the TSR calculation. A company that
is included in the S&P Utilities Index at the beginning of the Measurement Period will be removed
from the TSR calculation only if the company ceases to exist during the Measurement Period. The
actual amount of the award of Performance Units may be lower than the maximum award, or even zero,
based on UGI’s TSR percentile rank relative to the companies in the S&P Utilities Index, as
follows:



	 	 	 	 	 
	UGI’s TSR Rank	 	 	 
	(Percentile)	 	Percentage of Maximum Award Earned	 
	 
	 	 	 	 
	Highest
	 	 	100	%
	90th
	 	 	87.5	%
	75th
	 	 	75.0	%
	60th
	 	 	62.5	%
	50th
	 	 	50.0	%
	40th
	 	 	25.0	%
	less than 40th
	 	 	0	%






The percentage of Performance Units earned will be interpolated between each of the measuring
points.



(c) TSR shall be calculated by UGI using the comparative returns methodology used by
Bloomberg L.P. or its successor at the time of the calculation. The share price used for
determining TSR at the beginning and the end of the Measurement Period will be the average price
for the 90-day period preceding the beginning of the Measurement Period (i.e., the 90-day period
ending on December 31, 2009) and the 90-day period ending on the last day of the Measurement Period
(i.e., the 90-day period ending on December 31, 2012). The TSR calculation gives effect to all
dividends throughout the three-year Measurement Period as if they had been reinvested.



(d) The percentage of the maximum award earned shall be based on UGI’s TSR rank as
described in clause (b) of this Section 2 and will determine the number of Performance Units (and
the number of Shares corresponding to the Performance Units) acquired by the Participant.



(e) At the end of the Measurement Period, the Compensation and Management Development
Committee of the Board (the “Committee”) will determine whether and to what extent the performance
goals have been met and the number of Shares to be issued with respect to the Performance Units.
Except as described in Section 3 below, the Participant must be employed by, or providing service
to, the Company on
December 31, 2012 in order for the Participant to receive Shares with respect to the
Performance Units.


 


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3. Termination of Employment or Service. 




(a) Except as described below, if the Participant’s employment or service with the Company
terminates on or before the end of the Measurement Period, the Performance Units granted under
this Grant Letter will be forfeited.



(b) If the Participant terminates employment or service on account of Retirement (as
defined in Section 8) or Disability (as defined in Section 8), the Participant will earn a pro-rata
portion of the Participant’s outstanding Performance Units, if the performance goals and the
requirements of this Grant Letter are met. The prorated portion will be determined as the number
of Shares that would otherwise be issuable after the end of the Measurement Period, based on
achievement of the performance goals, multiplied by a fraction, the numerator of which is the
number of calendar years during the Measurement Period in which the Participant has been employed
by, or provided service to, the Company and the denominator of which is three. For purposes of the
proration calculation, the calendar year in which the Participant’s termination of employment or
service on account of Retirement or Disability occurs will be counted as a full year.



(c) In the event of termination of employment or service on account of Retirement or
Disability, the prorated number of Shares shall be issued after the end of the Measurement Period,
pursuant to Section 4 below.



(d) In the event of termination of employment or service on account of death, the
representative of the Participant’s estate may ask within six months of the death to receive
immediately the Shares issuable with respect to the Performance Units granted to the
Participant.



4. Payment with Respect to Performance Units. If the Committee determines that the conditions
to payment of the Performance Units have been met, the Company shall issue to the Participant,
between January 1, 2013 and March 15, 2013, the number of Shares based on the achievement of the
performance goals, up to the maximum award specified in Section 1 above.



5. Standstill Period. 




(a) After the Measurement Period has expired and during the Standstill Period (as defined
below), the Participant shall not sell, assign, transfer, pledge or otherwise dispose of the Shares
granted under the Performance Units.



(b) The Standstill Period is the two-year period beginning after the expiration of the
Measurement Period on the date of issuance of the Shares to the Participant (and will correspond
under French law to the “période d’obligation de conservation” as referred to under section
L.225-197-1 of the French Commercial Code). However, the Standstill Period shall not be applicable
to the extent provided under French law in the
event of death of the Participant or disability of the Participant corresponding to the
classification of the second or third categories of Article L.341-4 of the French social security
code.


 


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6. Transfer of Shares. Except as otherwise provided below and subject to the Company’s insider
trading policies, after the Measurement and Standstill Periods have expired, the Participant shall
have the right to transfer the Shares without any limitations. However, Shares cannot be
transferred (i) during the ten trading days preceding and following the date on which the
consolidated accounts or annual accounts of the Company are published and (ii) during a period (x)
starting from the date on which the officers and directors of the Company became aware of any
information which, if published, could significantly affect the Company’s market price and (y)
ending at the close of the tenth trading day following the publication of the information. In
addition, ten percent (10%) of the Shares cannot be transferred until the Participant’s termination
of employment or service.



7. Change of Control. If a Change of Control occurs, the Board may take such action as it
deems appropriate pursuant to the Plan and the Sub-Plan.



8. Definitions. For purposes of this Grant Letter, the following terms will 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 termination of employment after attaining age 55 with ten or more
years of service with the Company.



9. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the Terms and
Conditions established by the Board with respect to the Plan and the Sub-Plan, all of which are
incorporated herein by reference, and in all respects shall be interpreted in accordance with the
Plan and the Sub-Plan. The grant of Performance Units and the issuance of Shares thereunder are
subject to interpretations, regulations and determinations concerning the Plan and the Sub-Plan
established from time to time by the Board in accordance with the provisions of the Plan and the
Sub-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 grant pursuant to the terms of the Plan and the Sub-Plan, and its decisions shall be conclusive
as to any questions arising hereunder.



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


 


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



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. If the Participant
dies, the representative of the Participant’s estate may ask to receive the Shares acquired by the
Participant’s estate within 6 months of the death. 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. Tax Considerations. Neither UGI Corporation nor any subsidiary shall be held liable for
the personal tax treatment of any Participant under this Grant.



14. 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.



15. 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.



16. 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 or with whom Shares acquired under the Performance Units 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.


 


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(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 grant of Performance Units, and the Participant’s ability to participate
in the Plan.



17. No Entitlement or Claims for Compensation.




(a) The grant of Performance Units 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 award in one year
or at one time does not in any way entitle the Participant to a 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 Performance Units 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 this grant 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 grant.


 


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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 Performance Units 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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