exv10w5



 






Exhibit
10.5




UGI CORPORATION

2004 OMNIBUS EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT LETTER




     This STOCK OPTION GRANT, dated as of January 1, 2006 (the “Date of Grant”), is delivered by
UGI Corporation (“UGI”) to                      (the “Participant”).



RECITALS




     The UGI Corporation 2004 Omnibus Equity Compensation Plan (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                shares of common stock of UGI (“Shares”) at an exercise price of
$                     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:




	 	 	 	 	 
	 	 	Shares for Which the
	Date	 	Option is Exercisable
	January 1, 2007
	 	 	33 1/3	%
	January 1, 2008
	 	 	33 1/3	%
	January 1, 2009
	 	 	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 December 31, 2015), 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. However, 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 terminates employment or service 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 continued to provide service to the Company for 36 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 36-month period.




     (iii) Disability. If the Participant ceases to be employed by, or provide service to,
the Company on account of Disability, 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, 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, which shall have been held by the Participant for at least six months, 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



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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.




     (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. For Participants who are employees of UGI Utilities,
Inc. (“Utilities”) or a subsidiary of Utilities, 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 on Exhibit A
with respect to Utilities.




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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. 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.



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.




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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:	 	 
	 

	 	 	 	 	 	 
	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 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
	 	 	 	 	 	 







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EXHIBIT A




Change of Control with Respect to Utilities



For Participants who are employees of Utilities, or a subsidiary of Utilities, the term “Change of
Control” shall include the events set forth in this Exhibit A with respect to Utilities, and the
defined terms set forth used in this Exhibit A, if not defined in the Plan, shall have the
following meanings:



1. “Change of Control” shall include any of the following events:




          (A) UGI and the UGI Subsidiaries fail to own more than fifty percent (50%) of the then
outstanding shares of common stock of Utilities or more than fifty percent (50%) of the combined
voting power of the then outstanding voting securities of Utilities entitled to vote generally in
the election of directors; or




          (B) Completion by Utilities of a reorganization, merger or consolidation (a “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 Utilities’ outstanding common stock and
voting securities immediately prior to such Business Combination do not, following such Business
Combination, Beneficially Own, directly or indirectly, more than 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 the
corporation resulting from such Business Combination in substantially the same proportion as their
ownership immediately prior to such Business Combination of Utilities’ outstanding common stock and
voting securities, as the case may be; or




          (C) Completion of a complete liquidation or dissolution of the Utilities or sale or other
disposition of all or substantially all of the assets of Utilities other than to a corporation with
respect to which, following such sale or disposition, more than 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 Utilities’ outstanding common stock and voting securities
immediately prior to such sale or disposition in substantially the same proportion as their
ownership of Utilities’ outstanding common stock and voting securities, as the case may be,
immediately prior to such sale or disposition.



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




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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.



5. “Person” shall mean an individual or a corporation, partnership, trust, unincorporated
organization, association, or other entity.



6. “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.





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