exv10w2



 






Exhibit
10.2




UGI CORPORATION

2004 OMNIBUS EQUITY COMPENSATION PLAN

STOCK UNIT GRANT LETTER




This STOCK UNIT GRANT LETTER is dated as of January      , 2006 (the “Date of Grant”) and delivered by
UGI Corporation (“UGI”), to                      (the “Participant”).



RECITALS




     The UGI Corporation 2004 Omnibus Equity Compensation Plan (the “Plan”) provides for the grant
of stock units with respect to shares of common stock of UGI (“Shares”). The Board of Directors of
UGI (the “Board”) has decided to make a stock unit grant to the Participant.



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


1. Grant of Stock Units.




     (a) Subject to the terms and conditions set forth in this Grant Letter, the Board hereby
awards the Participant an award of 2,550 Stock Units (as defined below). The Stock Units are
granted with Dividend Equivalents (as defined below).



     (b) UGI shall keep records in an Account (as defined below) to reflect the number of Stock
Units and Dividend Equivalents credited to the Participant. Fractional Stock Units shall
accumulate in the Participant’s Account and shall be added to other fractional Stock Units to
create whole Stock Units.


2. Dividend Equivalents with Respect to Stock Units.




     (a) Crediting of Dividend Equivalents. From the Date of Grant until the Participant’s Account
has been fully distributed, on each payment date for a dividend paid by UGI on its Shares, UGI
shall credit to the Participant’s Account an amount equal to the Dividend Equivalent associated
with the Stock Units credited to the Participant on the record date for the dividend.



     (b) Conversion to Stock Units. On the last day of each Plan Year (as defined below), the
amount of the Dividend Equivalents credited to the Participant’s Account during that Plan Year
shall be converted to a number of Stock Units, based on the Unit Value (as defined below) 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 below) 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 Stock Units are redeemed in accordance with Section 3, UGI shall convert the amount of
Dividend Equivalents previously credited to the Participant’s Account during the Plan Year to a
number of Stock Units based on the Unit Value on the date of such Change of Control, death or
Separation from Service.



 









 




3. Events Requiring Redemption of Stock Units.




     (a) Redemption. UGI shall redeem Stock Units credited to the Participant’s Account at the
times and in the manner prescribed by this Section 3. When Stock Units are to be redeemed, UGI
will determine the Unit Value of the Stock 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 Shares
(with fractional Shares 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, UGI shall redeem all the Stock 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, UGI shall redeem all the Stock
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. The amount paid shall equal the product of the number
of Stock Units being redeemed multiplied by the Unit Value at the date of the Change of Control.
Notwithstanding the foregoing, if payment of the redemption amount upon a Change of Control would
violate the applicable requirements of section 409A of the Internal Revenue Code, the Participant’s
Stock 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), instead of upon the Change of Control pursuant to this
subsection (c).


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




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



     (b) “Dividend Equivalent” means an amount determined by multiplying the number of Shares
subject to Stock Units by the per-share cash dividend, or the per-share fair market value of any
dividend in consideration other than cash, paid by UGI on its common stock.



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



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



     (e) “Separates from Service” or “Separation from Service” means the Participant’s termination
of service as a non-employee director and as an employee of UGI for any reason other than death.



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     (f) “Stock Unit” means the right of the Participant to receive a Share of UGI common stock, or
an amount based on the value of a Share of UGI common stock, subject to the terms and conditions of
this Grant Letter and the Plan.



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


5. Taxes. All obligations of UGI under this Grant Letter shall be subject to the rights of
UGI as set forth in the Plan to withhold amounts required to be withheld for any taxes, if
applicable.



6. Conditions. The obligation of UGI to deliver Shares 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 Shares 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 Shares, the Shares 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 Shares 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.



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 the Stock 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 Shares issued under the Plan, (ii) changes in
capitalization of UGI 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. This Agreement shall be
administered in accordance with the applicable requirements of section 409A of the Internal Revenue
Code.



8. No Shareholder 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
shareholder with respect to Shares, until certificates for Shares have been issued upon payment of
Stock Units. The Participant shall not have any interest in any fund or specific assets of UGI by
reason of this award or the Stock 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 UGI hereunder shall extend to any
successors or assigns of UGI and to UGI’s parents, subsidiaries, and affiliates.




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10. 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.



11. 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 records of UGI, or to such other
address as the Participant may designate to UGI 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.




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



	 	 	 	 	 	 	 
	Attest:	 	 	 	UGI Corporation  
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Corporate Secretary

	 	 	 	 	 	Robert H. Knauss
	 

	 	 	 	 	 	Vice President and General Counsel





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




                                                            

Participant





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