exv10w10



 





Exhibit
10.10



UGI CORPORATION




2004 OMNIBUS EQUITY COMPENSATION PLAN




TERMS AND CONDITIONS




Amended
as of December 6, 2005




 









 








UGI Corporation

2004 Omnibus Equity Compensation Plan

Terms and Conditions




Table of Contents




	 	 	 	 	 	 	 
	Stock Options, Performance Units and Stock Units For Employees	 	 	1	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	Options	 	 	2	 
	 
	 	 	 	 	 	 
	3.
	 	Performance Units	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	Stock Units	 	 	5	 
	 
	 	 	 	 	 	 
	5.
	 	Reduction of Responsibilities	 	 	6	 
	 
	 	 	 	 	 	 
	6.
	 	Change of Control	 	 	6	 
	 
	 	 	 	 	 	 
	7.
	 	French Employees	 	 	6	 
	 
	 	 	 	 	 	 
	8.
	 	Section 409A	 	 	7	 
	 
	 	 	 	 	 	 
	Stock Options and Stock Units for Non-Employee Directors	 	 	8	 
	 
	 	 	 	 	 	 
	1.
	 	Definitions	 	 	8	 
	 
	 	 	 	 	 	 
	2.
	 	Options	 	 	8	 
	 
	 	 	 	 	 	 
	3.
	 	Award of Stock Units	 	 	9	 
	 
	 	 	 	 	 	 
	4.
	 	Events Requiring Redemption of Stock Units	 	 	10	 
	 
	 	 	 	 	 	 
	Exhibit A  —  Change of Control with Respect to AmeriGas	 	 	12	 
	 
	 	 	 	 	 	 
	Exhibit B  —  Change of Control with Respect to Utilities	 	 	15	 
	 
	 	 	 	 	 	 
	Exhibit C  —  Non-Employee Director Grants	 	 	17	 






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UGI Corporation

2004 Omnibus Equity Compensation Plan




Stock Options, Performance Units and Stock Units For Employees




Terms and Conditions



The following Terms and Conditions shall be used for purposes of administering Options,
Performance Units and Stock Units granted to Employees under the Plan. The Committee has
discretion to modify or deviate from the Terms and Conditions at any time. The defined terms shall
have the meanings given those terms in the Plan or in these Terms and Conditions, if not defined in
the Plan.




1. DEFINITIONS




     Whenever used in these Terms and Conditions for Employees, the following terms will have the
meanings set forth below:



     (a) “Account” means a bookkeeping account established on the records of the Company to record
Performance Units, Stock Units and Dividend Equivalents credited under the Plan.



     (b) “AmeriGas” means AmeriGas Propane, Inc.



     (c) “Disabled” or “Disability” means a long-term disability as defined in the Company’s
long-term disability plan applicable to the Participant.



     (d) “Employed by, or provide service to, the Company” shall mean employment or service as an
Employee or a Non-Employee Director (so that, for purposes of satisfying conditions with respect to
Grants, a Participant shall not be considered to have terminated employment or service until the
Participant ceases to be an Employee and Non-Employee Director).



     (e) “Retirement” means an Employee’s retirement under the Retirement Income Plan for Employees
of UGI Utilities, Inc., for Employees 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.



     (f) “Severance Plan” means any severance plan maintained by the Company that is applicable to
the Employee.



     (g) “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



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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, a
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 Plan.




     (h) “Utilities” means UGI Utilities, Inc.



2. Options




     (a) Grant of Options. The Committee will select the Employees who shall receive Options, and
will determine the number of shares subject to each Option, the Option Price and the other terms of
the Options. The terms of each Option shall be set forth in the Grant Letter. Unless the
Committee determines otherwise, no Dividend Equivalents will be granted with respect to Options.



     (b) Exercise and Vesting.



          (i) Except as otherwise specified by the Committee in the Grant Letter, each Option shall
become exercisable in equal one-third installments on the first, second and third anniversaries of
the Date of Grant. The Committee may accelerate the exercisability of any or all outstanding
Options at any time for any reason. No Option will be exercisable on or after the tenth
anniversary of the Date of Grant.




          (ii) Except as otherwise specified by the Committee, in the event that a Participant holding
an Option ceases to be employed by, or provide service to, the Company, the Options held by such
Participant will terminate on the date such Participant ceases such employment or service.
However, if a Participant holding an Option ceases to be employed by, or provide service to, the
Company by reason of (i) Termination without Cause, (ii) Retirement, (iii) Disability, or (iv)
death, the Option held by the Participant will thereafter be exercisable pursuant to the following:




               (A) Termination Without Cause. If a Participant terminates employment or service on account
of a Termination without Cause, the Option held by such Participant will thereafter be exercisable
only with respect to that number of shares of Stock with respect to which the Option is already
exercisable on the date such Participant’s employment or service terminates. Such 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.



               (B) Retirement. If a Participant ceases to be employed by, or provide service to, the Company
on account of Retirement, the Option held by such Participant will thereafter become exercisable as
if such Participant had continued to provide service to the Company for 36 months after the date of
such Retirement. Such Option will terminate upon the earlier of the expiration date of the Option
or the expiration of such 36-month period.



               (C) Disability. If a Participant ceases to be employed by, or provide service to, the Company
by reason of Disability, the Option held by such Participant will thereafter become exercisable as
if such Participant had continued to provide service to the



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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.




               (D) Death. In the event of the death of a Participant while employed by, or providing service
to, the Company, the Option held by such Participant 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 a Participant after
the Participant has ceased to be employed by, or provide service to, the Company will not affect
the otherwise applicable period for vesting and exercise of the Option determined pursuant to
subsections (A), (B) or (C) above. After a Participant’s death, the Participant’s Option may be
exercised by the Participant’s estate.



     (c) Payment. An Option may be exercised, and the Option Price paid, in any method permitted
by the Plan.



     (d) Change of Control. All outstanding Options shall become fully vested upon a Change of
Control.



3. Performance Units




     (a) Grant of Performance Units. The Committee will select the Employees who will receive
Performance Units and will determine the number of shares subject to Performance Units and the
terms of the Performance Units. Unless the Committee determines otherwise, Dividend Equivalents
will be granted with respect to Performance Units. The Committee shall specify in the Grant Letter
for Performance Units the terms and conditions of the Performance Units and the applicable
restrictions and performance goals, including the objective goals, employment requirements, period
during which the Performance Units shall be subject to restrictions and other conditions of the
Grant.



     (b) Terms. The Committee will establish performance goals and terms for Performance Units in
accordance with Section 13 of the Plan. The Committee will establish appropriate threshold, Target
Amount and maximum payments to be made with respect to the Performance Units.



     (c) Requirements of Employment or Service. If the Participant ceases to be employed by, or
provide service to, the Company during the applicable period specified in the Grant Letter, all of
the Participant’s the Performance Units will terminate. However, if a Participant holding
Performance Units ceases to be employed by, or provide service to, the Company by reason of
Retirement, Disability, or death, the restrictions on Performance Units held by the Participant
will lapse pursuant to the following:



          (i) If a Participant terminates employment or service on account of Retirement, Disability or
death, the restrictions on a pro-rata portion of the Participant’s outstanding Performance Units
will lapse at the end of the restriction period set forth in the Grant Letter, if the performance
goals and all requirements of the Grant Letter (other than continued employment) are met. The
prorated portion will be determined, for each Performance Unit, as the amount that would otherwise
be paid according to the terms of the Performance Unit, based

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on achievement of the performance goals, multiplied by a fraction, the numerator of which is
the number of years during the restriction period in which the Participant has been employed by, or
provided service to, the Company and the denominator of which is the number of years in the entire
restriction period applicable to such Performance Units. For purposes of the proration
calculation, the year in which the Participant’s Retirement, Disability, or death occurs will be
counted as a full year.




          (ii) In the event of Retirement, Disability or death, the prorated portion of the Performance
Units shall be paid at the date specified for payment of the Performance Units in the Grant Letter,
or at an earlier date determined by the Committee in the Grant Letter.




     (d) Payment of Performance Units. If the Committee determines that the conditions to payment
of the Performance Units have been met, the Company shall pay to the Participant, within 21/2 months
after the end of the restriction period, (i) shares of Stock or cash, or a combination of the two,
as the Committee determines, equal to the amount to be paid according to achievement of the
performance goals, up to the target award specified in the Participant’s Grant Letter and (ii) cash
in an amount equal to the Fair Market Value of the shares of Stock underlying the Performance Units
for any amounts payable in excess of the target amount specified by the Committee for the
Performance Units.



     (e) Coordination with Severance Plan. Notwithstanding any other provisions of these Terms and
Conditions, if a Participant receives severance benefits under a Severance Plan, the terms of which
require that severance compensation payable under the Severance Plan be reduced by benefits payable
under this Plan, any amount payable to the Participant under Performance Units and Dividend
Equivalents after the Participant’s termination of employment shall be reduced by the amount of
severance compensation paid to the Participant under the Severance Plan, as required by, and
according to the terms of, the Severance Plan.



     (f) Dividend Equivalents with Respect to Performance Units. Dividend Equivalents, if granted,
shall accrue with respect to Performance Units and shall be payable subject to the same performance
goals and terms as the Performance Units to which they relate. Dividend Equivalents shall be
credited with respect to Performance Units from the Date of Grant until the date on which the
Performance Units are paid. If and to the extent that the underlying Performance Units are
forfeited, all related Dividend Equivalents shall also be forfeited.



     (g) Accounts. While Performance Units are outstanding, the Company will keep records in an
Account for each Participant who holds Performance Units. On each payment date for a dividend paid
by UGI on its Stock, the Company shall credit to the Participant’s Account an amount equal to the
Dividend Equivalents associated with the Performance Units held by the Participant on the record
date for the dividend. No interest will be credited to any such Account. Notwithstanding the
foregoing, a Participant may not accrue Dividend Equivalents in excess of $1,000,000 during any
calendar year.



     (h) Payment of Dividend Equivalents. Dividend Equivalents will be paid after the performance
goals and other requirements specified in the Grant Letter have been met, at the same time as the
underlying Performance Units are paid or as otherwise determined by the



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Committee. Dividend Equivalents will be paid in cash, Stock or a combination of the two, as
the Committee determines.




     (i) Change of Control. Upon a Change of Control, all outstanding Performance Units and
Dividend Equivalents shall be paid in cash in an amount equal to the greater of (i) the target
amount or (ii) the amount earned as of the date of the Change of Control based on the Company’s
achievement of the performance goals as of the Change of Control, as determined by the Committee.
If a former Participant is entitled to receive a prorated award for the restriction period pursuant
to Section 3(c) above, the award will be the prorated portion of the amount described in the
preceding sentence. The Performance Units and Dividend Equivalents shall be paid on the closing
date of the Change of Control.



4. Stock Units




     (a) Grants of Stock Units. The Committee will select the Employees who will receive Stock
Units and will determine the number of shares subject to Stock Units and the terms of the Stock
Units. Unless the Committee determines otherwise, Dividend Equivalents will be granted with
respect to Stock Units. The Committee shall specify in the Participant’s Grant Letter the terms
and conditions of the Stock Units and the applicable restrictions, including the period during
which the Stock Units will be subject to vesting requirements, if any, and other conditions of the
Grant.



     (b) Vesting of Stock Units. Stock Units will vest on such terms as the Committee determines
and specifies in the Grant Letter. If the Participant ceases to be employed by, or provide service
to the Company, any unvested Stock Units will immediately terminate, except as provided below. The
Committee may authorize payment of Stock Units on a prorated or other basis in such circumstances
as the Committee deems appropriate, including in the event that a Participant ceases to be employed
by, or provide service to, the Company, on account of Retirement, Disability or death.



     (c) Payment of Stock Units. A Participant will receive payment with respect to Stock Units
as the Stock Units vest, within 30 business days after the vesting date. Payment shall be made in
Stock, in cash or in a combination of the two, as determined by the Committee.



     (d) Coordination with Severance Plan. Notwithstanding any other provisions of these Terms and
Conditions, if a Participant receives severance benefits under a Severance Plan, the terms of which
require that severance compensation payable under the Severance Plan be reduced by benefits payable
under this Plan, any amount payable to the Participant under Stock Units and Dividend Equivalents
after the Participant’s termination of employment shall be reduced by the amount of severance
compensation paid to the Participant under the Severance Plan, as required by, and according to the
terms of, the Severance Plan.



     (e) Dividend Equivalents with Respect to Stock Units. Dividend Equivalents, if granted, shall
accrue with respect to Stock Units and shall be payable subject to the same terms as the Stock
Units to which they relate. Dividend Equivalents shall be credited with respect to Stock Units
from the Date of Grant until the date on which the Stock Units are paid. If the underlying Stock
Units are forfeited, all related Dividend Equivalents shall also be forfeited.



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     (f) Accounts. While Stock Units are outstanding, the Company will keep records in an Account
for each Participant who holds Stock Units. On each payment date for a dividend paid by UGI on its
Stock, the Company shall credit to the Participant’s Account an amount equal to the Dividend
Equivalents associated with the Stock Units held by the Participant on the record date for the
dividend. No interest will be credited to any such Account. Notwithstanding the foregoing, a
Participant may not accrue Dividend Equivalents in excess of $1,000,000 during any calendar year.



     (g) Payment of Dividend Equivalents. Dividend Equivalents will be paid after the vesting and
other requirements specified in the Grant Letter have been met, at the same time as the underlying
Stock Units are paid or as otherwise determined by the Committee. Dividend Equivalents will be
paid in cash, Stock or a combination of the two, as the Committee determines.



     (h) Change of Control. All outstanding Stock Units and Dividend Equivalents shall become
fully vested upon a Change of Control and shall be paid in cash on the closing date of the Change
of Control.



5. Reduction of Responsibilities




     The Committee shall have discretion to adjust a Participant’s Options that are not yet
exercisable and a Participant’s outstanding Performance Units and Stock Units, if the Participant’s
authority, duties or responsibilities are significantly reduced.



6. Change of Control




     (a) Authorization. In the event of a Change of Control, the provisions of Sections 2(d), 3(i)
and 4(h) above shall apply to Options, Performance Units and Stock Units, and the Committee may
take such other actions with respect to outstanding Options as it deems appropriate pursuant to the
Plan. The term “Change of Control” shall mean a Change of Control of UGI, as defined in the Plan,
except as provided below.



     (b) AmeriGas Employees. For Participants who are employees of AmeriGas, or a subsidiary of
AmeriGas, 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 in Exhibit A with respect to AmeriGas.



     (c) Utilities Employees. For Participants who are employees of 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 B with respect to Utilities.



     (d) Other Subsidiaries. The Committee may determine in a Grant Letter that a sale or other
transaction with respect to any other Company subsidiary shall be considered a Change of Control
for purposes of the Plan, for Participants who are employees of that subsidiary.


7. French Employees. The terms of the Sub-Plan for French Employees shall apply to the
grant of Options to Employees who are, or may become, subject to taxation on compensation in
France.




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8. Section 409A. Performance Units, Stock Units and Dividend Equivalents shall meet the
requirements of section 409A of the Internal Revenue Code or an exemption from such requirements.




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UGI Corporation

2004 Omnibus Equity Compensation Plan




Stock Options and Stock Units For Non-Employee Directors




Terms and Conditions



The following Terms and Conditions shall be used for purposes of administering Options and
Stock Units granted to Non-Employee Directors under the Plan. The Committee has discretion to
modify or deviate from the Terms and Conditions at any time. The defined terms shall have the
meanings given those terms in the Plan or in these Terms and Conditions, if not defined in the
Plan.




1. Definitions




     Whenever used in these Terms and Conditions for Non-Employee Directors, the following terms
will have the meanings set forth below:



     (a) “Account” means the Company’s record established pursuant to Section 3, which reflects the
number of Stock Units and the amount of Dividend Equivalents standing to the credit of a
Participant under the Plan.



     (b) “Committee” means, for purposes of Grants to Non-Employee Directors, the Board or its
delegate.



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



     (d) “Retirement” means a Non-Employee Director’s Separation from Service after (1) attaining
age 65 with five or more years of service with the Company, or (2) ten or more years of service
with the Company.



     (e) “Separates from Service” means the Non-Employee Director’s termination of service as a
Non-Employee Director and as an Employee of the Company for any reason other than death.



     (f) “Unit Value” means, at any time, the value of each Unit issued under the Plan, which value
shall be equal to the Fair Market Value of a share of Stock on such date.



2. Options




     (a) Grant of Options. The Board shall grant Options annually to Non-Employee Directors in the
amounts set forth on the attached Exhibit C, on the fifth business day of each Plan Year. The
Option Price will equal the Fair Market Value on the Date of Grant.



     (b) Exercise and Vesting. Except as otherwise specified in the Grant Letter, an Option will
be fully and immediately exercisable on the Date of Grant. In the event that any



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Options are not by their terms immediately exercisable, the Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason. No Option will be
exercisable on or after the tenth anniversary of the Date of Grant.




     (c) Separation from Service. Except as otherwise specified by the Committee, each Option, to
the extent that it has not previously been exercised, will terminate when the Participant holding
such Option Separates from Service. However, if a Participant holding an Option Separates from
Service by reason of retirement, disability, or death, the Option held by any such Participant will
be fully and immediately exercisable and will thereafter be exercisable pursuant to the following:



          (1) Retirement. If a Participant Separates from Service on account of Retirement, the Option
held by such Participant may be exercised at any time prior to the earlier of the expiration date
of the Option or the expiration of the 36-month period following the Participant’s Retirement.




          (2) Disability. The Committee shall have sole discretion to determine whether or not a
Participant is “disabled.” If a Participant is determined to be “disabled” by the Committee, the
Option held by such Participant may be exercised at any time prior to the earlier of the expiration
date of the Option or the expiration of the 36-month period following the Participant’s Separation
from Service on account of disability.




          (3) Death. In the event of the death of a Participant while serving as a Non-Employee
Director or Employee of the Company, the Option held by such Participant 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. Such Option may be exercised by the Participant’s
estate.




     (d) Payment. An Option may be exercised, and the Option Price paid, in any method permitted
by the Plan.



3. Award of Stock Units




     (a) Annual Award of Stock Units. On the fifth business day of each Plan Year, each
Non-Employee Director shall receive an award of Stock Units in the amount set forth on the attached
Exhibit C. Such Stock Units shall be credited to each Participant’s Account as specified in
Section 3(c) below. Any Non-Employee Director who becomes a Non-Employee Director after the fifth
business day of the Plan Year shall receive, on the date such individual becomes a Non-Employee
Director, a pro-rata share of the annual award of Stock Units determined based on the number of
calendar quarters during the Plan Year that he or she is expected to serve as a Non-Employee
Director. A Non-Employee Director will be deemed to serve for the entire quarter if he or she is a
Non-Employee Director on at least one day of the quarter.



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     (b) Dividend Equivalents



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




          (ii) Conversion to Stock Units. On the last day of each Plan Year, 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 on the last day of the Plan Year. Notwithstanding
the foregoing, in the event of a Change of Control or in the event the Non-Employee Director dies
or Separates from Service 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 4, the Company shall convert the amount of the Dividend Equivalents credited to the
Participant’s Account as of the date of the Change of Control, death or Separation from Service
(the “Conversion Date”) to a number of Stock Units based on the Unit Value on the Conversion Date.




     (c) Accounts. The Company shall keep records to reflect the number of Stock Units and
Dividend Equivalents credited to each Non-Employee Director hereunder. Fractional Stock Units shall
accumulate in the Participant’s Account and shall be added to fractional Stock Units held in such
Account to create whole Stock Units.



     (d) Directors’ Equity Compensation Plan. On and after the Effective Date, Dividend
Equivalents shall be credited and paid on all Stock Units that are outstanding under the Directors’
Equity Plan on the Effective Date, on the same terms as described in this Section 3 and Section 4
below. All Units outstanding under the Directors’ Equity Plan on the Effective Date, including
accrued Dividend Equivalents, shall be paid according to Section 4 below.



4. Events Requiring Redemption of Stock Units




     The Company shall redeem Stock Units credited to a Participant’s Account only at the times and
in the manner prescribed by the terms of this Section 4



     (a) Death. In the event a Participant dies, the Company shall redeem all of the Stock Units
then credited to the Participant’s Account as of the date of the Participant’s death, based on the
Unit Value of the Stock Units credited to the Participants’ Account as of the date of the
Participant’s death. 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. The redemption amount shall be paid to the Participant’s estate within
60 business days after the Participant’s death.



     (b) Separation from Service. In the event a Participant Separates from Service, the Company
shall redeem all of the Stock Units then credited to the Participant’s Account as of the date of
such Separation from Service, based on the Unit Value of the Stock Units credited to the
Participant’s Account as of the date of the Participant’s Separation from Service. An amount equal
to 65% of the aggregate Unit Value will be paid in the form of whole Shares (with



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fractional Shares paid in cash), and the remaining 35% of the aggregate Unit Value will be
paid in cash, within 30 business days after the date of the Participant’s Separation from Service.




     (c) Change of Control. In the event of a Change of Control, the Company shall redeem all of
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 (a) or (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).



     (d) Effect on Outstanding Stock Units and Dividend Equivalents. The provisions of this
Section 4 relating to the medium of payment (i.e., payment in cash or in a combination of
cash and Shares) shall apply to all outstanding Stock Units and Dividend Equivalents.



     (e) Section 409A. Stock Units and Dividend Equivalents shall meet the requirements of section
409A of the Internal Revenue Code or an exemption from such requirements. All Stock Units and
Dividend Equivalents that were earned and vested as of December 31, 2004 shall be administered in
accordance with their terms as in effect on October 3, 2004, except for changes that are not
considered “material modifications” under the regulations issued under section 409A of the Internal
Revenue Code.



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Exhibit A




Change of Control with Respect to AmeriGas



For Participants who are employees of AmeriGas, or a subsidiary of AmeriGas, the term “Change
of Control” shall include the events set forth in this Exhibit A with respect to AmeriGas, and the
defined terms used in this Exhibit A shall have the following meanings:



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




               (A) Completion by AmeriGas, the Public Partnership or the Operating Partnership of a
reorganization, merger or consolidation (a “Propane 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 the AmeriGas voting securities or of the outstanding units of AmeriGas
Partners, L.P. (“Outstanding Units”) immediately prior to such Propane Business Combination do not,
following such Propane Business Combination, Beneficially Own, directly or indirectly, (a) if the
entity resulting from such Propane Business Combination is a corporation, more than fifty percent
(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 such corporation in substantially the same proportion as their ownership
immediately prior to such Combination of the AmeriGas’ voting securities or the Outstanding Units,
as the case may be, or, (b) if the entity resulting from such Propane Business Combination is a
partnership, more than fifty percent (50%) of the then outstanding common units of such partnership
in substantially the same proportion as their ownership immediately prior to such Propane Business
Combination of AmeriGas’ voting securities or the Outstanding Units, as the case may be; or



               (B) (a) Completion of a complete liquidation or dissolution of AmeriGas, the Public
Partnership or the Operating Partnership or (b) sale or other disposition of all or substantially
all of the assets of AmeriGas, the Public Partnership or the Operating Partnership other than to an
entity with respect to which, following such sale or disposition, (I) if such entity is a
corporation, more than fifty percent (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 AmeriGas’ voting securities or of the Outstanding Units, as the case may be, immediately prior
to such sale or disposition in substantially the same proportion as their ownership of AmeriGas’
voting securities or of the Outstanding Units, as the case may be, immediately prior to such sale
or disposition, or, (II) if such entity is a partnership, more than fifty percent (50%) of the then
outstanding common units is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the Beneficial Owners, respectively, of
AmeriGas’ voting securities or of the Outstanding Units, as the case may be, immediately prior to
such sale or disposition in substantially the same proportion as their



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ownership of AmeriGas’ voting securities or of the Outstanding Units immediately prior to such
sale or disposition; or




               (C) UGI and the UGI Subsidiaries fail to own more than fifty percent (50%) of the then
outstanding general partnership interests of the Public Partnership or the Operating Partnership;
or



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



               (E) AmeriGas is removed as the general partner of the Public Partnership by vote of the
limited partners of the Public Partnership, or is removed as the general partner of the Public
Partnership or the Operating Partnership as a result of judicial or administrative proceedings
involving AmeriGas, the Public Partnership or the Operating Partnership.


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
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

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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. “Operating Partnership” shall mean AmeriGas Propane, L.P.



6. “Public Partnership” shall mean AmeriGas Partners, L.P.



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



8. “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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Exhibit B




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 B with respect to Utilities,
and the defined terms set forth used in this Exhibit B, 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

15









 








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
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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Exhibit C




Non-Employee Director Grants



Options:



8,500 shares

Grant Date: 5th business day of January


Stock Units:



2,550 units

Grant Date: 5th business day of January



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