Exhibit 10.21





EXHIBIT
10.21



July, 2010 Directors Phantom Unit Grant




AMERIGAS PROPANE, INC.

2010 LONG-TERM INCENTIVE PLAN

ON BEHALF OF AMERIGAS PARTNERS, L.P.




PHANTOM UNIT GRANT LETTER




This PHANTOM UNIT GRANT, dated July 30, 2010 (the “Date of Grant”), is delivered by AmeriGas
Propane, Inc. (the “Company”) to _______________ (the “Participant”).



RECITALS




WHEREAS, the AmeriGas Propane, Inc. 2010 Long-Term Incentive Plan on Behalf of AmeriGas
Partners, L.P. (the “Plan”) provides for the grant of Phantom Units (“Phantom Units”) with respect
to common units of AmeriGas Partners, L.P. (“APLP”);



WHEREAS, the Plan has been adopted by the Board of Directors of the Company (the “Board”), and
approved by common unit holders of APLP (“Unitholders”);



WHEREAS, a Phantom Unit is a Phantom Unit that represents the value of one common unit of APLP
(“Common Unit”);



WHEREAS, the Board has decided to grant Phantom Units to the Participant on the terms
described below;



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



1. Grant of Phantom Units.



(a) Subject to the terms and conditions set forth in this Grant Letter, the Board hereby
awards the Participant an award of [_________] Phantom Units (as defined in Section 4). The Phantom
Units are granted with Distribution Equivalents (as defined in Section 4).



(b) The Company shall keep records in an Account (as defined in Section 4) to reflect the
number of Phantom Units and Distribution Equivalents credited to the Participant. Fractional
Phantom Units shall accumulate in the Participant’s Account and shall be added to other fractional
Phantom Units to create whole Phantom Units.



2. Distribution Equivalents with Respect to Phantom Units.



(a) Crediting of Distribution Equivalents. From the Date of Grant until the Participant’s
Account has been fully distributed, on each payment date for a distribution paid by APLP on its
Common Units, the Company shall credit to the Participant’s Account an amount equal to the
Distribution Equivalent associated with the Phantom Units credited to the Participant on the record
date for the distribution.


 


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July, 2010 Directors Phantom Unit Grant




(b) Conversion to Phantom Units. On the last day of each Plan Year (as defined in Section 4),
the amount of the Distribution Equivalents credited to the Participant’s Account during that Plan
Year shall be converted to a number of Phantom Units, based on the Unit Value (as defined in
Section 4) on the last day of the Plan Year. In the event of a Change of Control (as defined in
the Plan) or in the event the Participant dies or Separates from Service (as defined in Section 4)
prior to the last day of the Plan Year, as soon as practicable following such event, and in no
event later than the date on which Phantom Units are redeemed in accordance with Section 3, the
Company shall convert the amount of Distribution Equivalents previously credited to the
Participant’s Account during the Plan Year to a number of Phantom Units based on the Unit Value on
the date of such Change of Control, death or Separation from Service.



3. Events Requiring Redemption of Phantom Units.



(a) Redemption. The Company shall redeem Phantom Units credited to the Participant’s Account
at the times and in the manner prescribed by this Section 3. When Phantom Units are to be
redeemed, the Company will determine the Unit Value of the Phantom Units credited to the
Participant’s Account as of the date of the Participant’s Separation from Service or death. Except
as described in subsection (c) below, an amount equal to 65% of the aggregate Unit Value will be
paid in the form of whole Common Units (with fractional Common Units paid in cash), and the
remaining 35% of the aggregate Unit Value will be paid in cash.



(b) Separation from Service or Death. In the event the Participant Separates from Service or
dies, the Company shall redeem all the Phantom Units then credited to the Participant’s Account as
of the date of the Participant’s Separation from Service or death. In the event of a Separation
from Service, the redemption amount shall be paid within 30 business days after the date of the
Participant’s Separation from Service. In the event of death, the redemption amount shall be paid
to the Participant’s estate within 60 business days after the Participant’s death.



(c) Change of Control. In the event of a Change of Control, the Company shall redeem all the
Phantom Units then credited to the Participant’s Account. The redemption amount shall be paid in
cash on the closing date of the Change of Control (except as described below). The amount paid
shall equal the product of the number of Phantom Units being redeemed multiplied by the Unit Value
at the date of the Change of Control. However, in the event that the transaction constituting a
Change of Control is not a change in control event under section 409A of the Code (as defined in
Section 4), the Participant’s Phantom Units shall be redeemed and paid in cash upon Separation from
Service or death on the applicable date described in subsection (b) above (based on the aggregate
Unit Value on the date of Separation from Service or death as determined by the Board), instead of
upon the Change of Control pursuant to this subsection (c). If payment is delayed after the Change
of Control, pursuant to the preceding sentence, the Board may provide for the Phantom Units to be
valued as of the date of the Change of Control and interest to be credited on the amount so
determined at a market rate for the period between the Change of Control date and the payment date.



(d) Deferral Elections. Notwithstanding the foregoing, pursuant to the Deferral Plan, the
Participant may make a one-time, irrevocable election to elect to have all of the Participant’s
Phantom Units credited to the Participant’s account under the Deferral Plan on the date of the
Participant’s Separation from Service, in lieu of the redemption and payments described in
subsection (b) above. If the Participant makes a deferral election, the Participant’s Phantom
Units will be credited to the Participant’s account under the Deferral Plan at Separation from
Service and the amount credited to the Deferral Plan shall be distributed in accordance with the
provisions of the Deferral Plan. If the Participant makes a deferral election under the Deferral
Plan and a Change of Control occurs: (i) subsection (c) above shall apply if the Change of Control
occurs before the Participant’s Separation from Service and (ii) the terms of the Deferral Plan
shall apply if the Change of Control occurs after or simultaneously with the Participant’s
Separation from Service. An election under the Deferral Plan shall be made in writing, on a form
and at a time prescribed by the committee that administers the Deferral Plan and shall be
irrevocable upon submission to the Corporate Secretary. A deferral election shall be made in
accordance with section 409A of the Code.


 


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July, 2010 Directors Phantom Unit Grant




4. Definitions. For purposes of this Grant Letter, the following terms will have the meanings
set forth below:



(a) “Account” means the Company’s bookkeeping account established pursuant to Section 1, which
reflects the number of Phantom Units and the amount of Distribution Equivalents standing to the
credit of the Participant.




(b) “APLP” means AmeriGas Partners, L.P.



(c) “Distribution Equivalent” means an amount determined by multiplying the number of Common
Units subject to Phantom Units by the per-Common Unit cash distribution, or the per-Common Unit
fair market value of any distribution in consideration other than cash, paid by APLP on its Common
Units.




(d) “Code” means the Internal Revenue Code of 1986, as amended.




(e) “Deferral Plan” means the UGI Corporation 2009 Deferral Plan.




(f) “Plan Year” means the calendar year.



(g) “Separates from Service” or “Separation from Service” means the Participant’s termination
of service as a non-employee director and as an employee of the Company for any reason other than
death and shall be determined in accordance with section 409A of the Code.



(h) “Phantom Unit” means the right of the Participant to receive a Common Unit, or an amount
based on the value of a Common Unit, subject to the terms and conditions of this Grant Letter and
the Plan.



(i) “Unit Value” means, at any time, the value of each Phantom Unit, which value shall be
equal to the Fair Market Value (as defined in the Plan) of a Common Unit on such date.



5. Taxes. All obligations of the Company 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.



6. Conditions. The obligation of the Company to deliver Common Units shall also be subject
to the condition that if at any time the Board shall determine in its discretion that the listing,
registration or qualification of the Common Units 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 issue of Common Units, the Common Units may
not be issued in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the Board.
The issuance of Common Units to the Participant pursuant to this Grant Letter is subject to any
applicable taxes and other laws or regulations of the United States or of any state having
jurisdiction thereof.


 


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July, 2010 Directors Phantom Unit Grant




7. Grant Subject to Plan Provisions. 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. The grant and payment of Phantom Units 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 Common Units issued under the Plan, (ii) changes in
capitalization of APLP and (iii) other requirements of applicable law. The Board shall have the
authority to interpret and construe this Grant Letter pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.



8. No Unit Holder Rights. Neither the Participant, nor any person entitled to receive
payment in the event of the Participant’s death, shall have any of the rights and privileges of a
Unitholder with respect to the Common Units, until certificates for the Common Units have been
issued upon payment of Phantom Units. The Participant shall not have any interest in any fund or
specific assets of the Company by reason of this award or the Phantom Unit account established for
the Participant.



9. 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, any payments to be made under this Grant Letter after the Participant’s death shall be paid
to the Participant’s estate. 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.



10. Compliance with Code Section 409A. Notwithstanding any other provisions hereof, this
Grant Letter is intended to comply with the requirements of section 409A of the Code. For purposes
of section 409A, each payment of compensation under this Grant Letter shall be treated as a
separate payment.



11. Applicable Law. The validity, construction, interpretation and effect of this Grant
Letter 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.



12. Notice. Any notice to the Company provided for in this Grant Letter shall be addressed
to the Company in care of the Corporate Secretary at the Company’s headquarters, and any notice to
the Participant shall be addressed to such Participant at the current address shown on the records
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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July, 2010 Directors Phantom Unit Grant




IN WITNESS WHEREOF, the parties have executed this Phantom Unit Grant Letter as of the Date of
Grant.



	 	 	 	 	 	 	 
	Attest	 	AmeriGas Propane, Inc.
	 
	 	 	 	 	 	 
	 
	 	 	 	By:	 	 
	 
	 	 	 	 
	Assistant Secretary
	 	 	 	Vice President and General Counsel






I hereby acknowledge receipt of the Plan and the Terms and Conditions incorporated herein. I
accept the Phantom Units 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 Board shall be final and binding on me and any other
person having or claiming a right under Phantom Unit grant.



	 	 	 
	Participant

	 	 







 


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