Filed by Bowne Pure Compliance



 




Exhibit 10.5


UGI UTILITIES, INC.

EXECUTIVE
ANNUAL BONUS PLAN

(Effective as of October 1, 2006)


I. Purpose.
The purpose of the UGI Utilities, Inc. Executive Annual Bonus Plan (the
“Plan”) is to provide a means whereby UGI Utilities, Inc. (the
“Company”) may provide incentive compensation to its eligible
employees to serve as an incentive for employee performance and retention. The
Plan is intended to encourage eligible employees to contribute to the overall
success of the Company. The Plan is part of a total compensation structure
under which a meaningful portion of eligible employees’ total
compensation is based on achievement of performance goals relating to the
eligible employees’ business and/or area of responsibility. The Plan is
effective as of October 1, 2006.


II. Definitions. Whenever
used in this Plan, the following terms will have the respective meanings set
forth below:


2.1
“Affiliate” shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.


2.2
“Board” means the board of directors of the Company as
constituted from time to time.


2.3
“Code” means the Internal Revenue Code of 1986, as amended.


2.4
“Committee” means (i) for Senior Management, the
Compensation and Management Development Committee of the Board or its successor
and (ii) for eligible employees who are not members of Senior Management,
the Chief Executive Officer of the Company or his designee.


2.5
“Company” means UGI Utilities, Inc., a Pennsylvania
corporation, or any successor thereto.


2.6
“Employer” means the Company and its Subsidiaries.


2.7
“Participant” means an eligible employee or other individual
who provides services to the Company or its Subsidiaries and who is described
in Section III as a participant in the Plan.


2.8
“Plan” means this UGI Utilities, Inc. Executive Annual Bonus
Plan, as in effect from time to time.


 








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2.9 “Senior
Management” means those employees who are designated as executive
officers by the Board pursuant to Rule 3b-7 of the rules promulgated
pursuant to the Securities Exchange Act of 1934, as amended.


2.10
“Subsidiary” means any corporation or partnership, at least
20% of the outstanding voting stock, voting power or partnership interest of
which is owned, directly or indirectly, by the Company.


III.
Participation. All salaried employees of the Company and its
Subsidiaries in grade level 34 or above shall be eligible to participate in the
Plan for each fiscal year. The Company’s fiscal year begins on October 1.
The Committee may also designate in writing that one or more senior level
employees of a Subsidiary shall be Participants in the Plan for a fiscal year,
in its sole discretion.


IV. Annual
Bonus.


4.1 Target Bonus.
At the beginning of each fiscal year, the Committee shall establish target
bonuses as a percentage of each Participant’s salary for the fiscal year.
Each Participant shall be eligible to receive an annual bonus for the fiscal
year based on the achievement of business/financial performance goals, and the
Participant’s individual performance goals, if applicable, during the
fiscal year. The amount actually paid to a Participant may be more or less than
the target bonus amount, depending on the extent to which the performance goals
are satisfied.


4.2 Performance
Goals.


(a) Business/Financial Goals. At the beginning of each
fiscal year, the Committee shall establish the business/financial performance
goals for the fiscal year and leverage tables that apply to the performance
goals.


(b) Individual
Goals. The Committee shall determine which Participants shall have
individual performance goals as part of their bonus calculation. At the
beginning of each fiscal year, the Committee shall establish each
Participant’s individual performance goals for the year, if applicable,
and shall set leverage tables that will apply to individual performance goals.
The portion of the target bonus attributable to individual performance will be
payable only if the business/financial performance goals are achieved at the
threshold level of performance.


(c) Weighting. At the time the Committee establishes
performance goals for each fiscal year, the Committee will determine the
weighting for each Participant with respect to the business/financial goals and
the individual goals. The weighting of the two types of goals need not be
uniform as to all Participants.


(d) Communication of Goals. The Committee shall
provide for the communication of the performance goals and corresponding
leverage tables to the Participants.




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4.3 Determination
and Approval of Bonus Payments.


(a) At the end of
the fiscal year, the Committee shall determine the amount of each
Participant’s bonus, if any, based on the achievement of the
business/financial performance goals and, if applicable, the achievement of the
individual performance goals. The Committee shall have sole discretion to
determine whether and to what extent the performance goals have been met. The
Committee may adjust the performance results for extraordinary items or other
events, as the Committee deems appropriate.


(b) If the
threshold level of business/financial performance is not achieved, no bonuses
will be paid.


(c) With respect
to Participants whose annual bonus under the Plan is based solely on the
achievement of business/financial performance goals, the Committee shall have
discretion to increase or decrease the amount of the annual bonus by 50% more
or less than the amount otherwise determined, based on the Participant’s
contribution to the achievement of the business/financial performance goals,
other contributions that have a significant impact on Company performance, or
other factors.


4.4 Newly Hired
Employees, Promotions and Transfers. Employees who are newly hired or who
are promoted or transferred into a position eligible to participate in the Plan
during the fiscal year may be eligible to receive a prorated bonus award
calculated in whole months based on the relative time spent in the eligible
position during the fiscal year, as determined by the Committee. If a
Participant is transferred to an Affiliate of the Company (or into a position
with a different annual bonus target percentage) during the fiscal year, the
Participant’s performance goals may be adjusted to reflect the change in
Employer or position. If a Participant is transferred into a position that is
not eligible to participate in the Plan during the fiscal year, the Participant
may be eligible to receive a prorated award calculated in whole months based on
the relative time spent in the eligible position during the fiscal year, as
determined by the Committee.


4.5 Payment of
Annual Bonus. Each annual bonus for a fiscal year shall be paid in cash to
the Participant in a single lump sum payment between September 30 and
December 31 of the calendar year in which the fiscal year ends, except as
provided below.


4.6 Withholding
Tax. Each Employer shall withhold from each bonus payment an amount
sufficient to satisfy all federal, state and local tax withholding requirements
relating to the bonus.


V. Termination of
Employment. Except as provided below, a Participant must be employed by
the Employer or an Affiliate of the Company on the last day of the fiscal year
for which the bonus is earned in order to receive a bonus for the year. If a
Participant’s employment terminates on account of retirement, death or
disability, as determined by the Committee, the Committee may determine in its
sole discretion that a pro rata portion of the Participant’s target
annual award will be paid, calculated in whole months based on the relative
time spent in the eligible position during the fiscal year. The bonus, if any,
shall be paid within 90 days following the Participant’s termination
of employment on account of retirement, death or disability.




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VI. Administration. The Committee
administers the Plan. The Committee shall have full power and discretionary
authority to interpret and administer the Plan, to make all determinations,
including all participation and bonus determinations, and to prescribe, amend
and rescind any rules, forms or procedures as the Committee deems necessary or
appropriate for the proper administration of the Plan and to make any other
determinations and take such other actions as the Committee deems necessary or
advisable in carrying out its duties under the Plan. Any action required of the
Committee under the Plan shall be made in the Committee’s sole discretion
and not in a fiduciary capacity. All decisions and determinations by the
Committee shall be final, conclusive and binding on the Company, the
Participants, and any other persons having or claiming an interest hereunder.
All bonuses shall be awarded conditional upon the Participant’s
acknowledgement, by continuing in employment with the Employer, that all
decisions and determinations of the Committee shall be final and binding on the
Participant, his or her beneficiaries and any other person having or claiming
an interest in such bonus.


VII. General
Provisions.


7.1
Transferability. No bonus under this Plan shall be transferred,
assigned, pledged or encumbered by the Participant nor shall it be subject to
any claim of any creditor, and, in particular, to the fullest extent permitted
by law, all such payments, benefits and rights shall be free from attachment,
garnishment, trustee’s process, or any other legal or equitable process
available to any creditor of such Participant. In the event of a
Participant’s death, any amounts payable under this Plan, as determined
by the Committee, shall be paid to the Participant’s estate.


7.2 Unfunded
Arrangement. The Plan is an unfunded incentive compensation arrangement.
Nothing contained in the Plan, and no action taken pursuant to the Plan, shall
create or be construed to create a trust of any kind. Each Participant’s
right to receive a bonus shall be no greater than the right of an unsecured
general creditor of the Employer. All bonuses shall be paid from the general
funds of the Employer, and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of bonuses.


7.3 No Rights to
Employment. Nothing in the Plan, and no action taken pursuant hereto, shall
confer upon a Participant the right to continue in the employ of the Employer,
or affect the right of the Employer to terminate a Participant’s
employment at any time for cause or for no cause whatsoever.


7.4
Section 409A. The Plan is intended to comply with the short-term
deferral rule set forth in the regulations under section 409A of the Code, in
order to avoid application of section 409A to the Plan. If and to the extent
that any payment under this Plan is deemed to be deferred compensation subject
to the requirements of section 409A, this Plan shall be administered so that
such payments are made in accordance with the requirements of section 409A.


7.5 Termination and
Amendment of the Plan. The Compensation and Management Development
Committee may amend or terminate the Plan at any time.


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7.6 Successors.
The Plan shall be binding upon and inure to the benefit of the Company, its
successors and assigns, and each Participant and his or her heirs, executors,
administrators and legal representatives.


7.7 Applicable Law.
The Plan shall be construed and governed in accordance with the laws of the
Commonwealth of Pennsylvania.


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