PERFORMANCE UNIT GRANT LETTER
This PERFORMANCE UNIT GRANT, dated January 1, 2011 (the Date of Grant), is delivered by UGI
The UGI Corporation Amended and Restated
2004 Omnibus Equity Compensation Plan
provides for the grant of performance units (Performance Units) with respect to shares of common
stock of UGI (Shares). The Sub-Plan for French Employees and Corporate Officers (the Sub-Plan)
sets forth the terms and conditions applicable to the Performance Units granted under Section 9 of
the Plan to employees and corporate officers who are, or may become, liable to taxation on
compensation in France. The Board of Directors of UGI (the Board) has decided to grant
Performance Units to the Participant under the Sub-Plan.
NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree
1. Grant of Performance Units. Subject to the terms and conditions set forth in this
Grant Letter, in the Plan and in the Sub-Plan, the Board hereby grants to the Participant
Performance Units. The number of Performance Units set forth above is the maximum
number of Shares that may be earned pursuant to this award. The Performance Units are contingently
awarded and will be earned (and the corresponding ownership of Shares will be transferred to the
Participant) after the expiration of the Measurement Period (as defined below) if and to the extent
that the performance goals and other conditions of the Grant Letter are met.
2. Performance Goals.
(a) The Participant shall earn the right to issuance of Shares corresponding to the
Performance Units after the expiration of the Measurement Period if the performance goals described
in subsection (b) below are met for the Measurement Period, and if the Participant continues to be
employed by, or provide service to, the Company (as defined in the Plan) at least until the
expiration of the Measurement Period (except in the event of death, Disability or Retirement of the
Participant). The Measurement Period is the period beginning January 1, 2011 and ending December
31, 2013. The Measurement Period will correspond under French law to the période dacquisition
as referred to under section L.225-197-1 of the French Commercial Code.
(b) The maximum number of Performance Units set forth in Section 1 hereof will be payable if
UGIs Total Shareholder Return (TSR) equals the highest TSR of a peer group for the Measurement
Period. The peer group is the group of companies that comprises the Russell Midcap Utility Index,
excluding telecommunications companies, as of the beginning of the Measurement Period, as set forth
on the attached Exhibit A. If a company is added to the Russell Midcap Utilities Index
during the Measurement Period, that company is not included in the TSR calculation. A company that
is included in the Russell Midcap Index at the beginning of the Measurement Period will be removed
from the TSR calculation only if the company ceases to exist as a publicly traded company during
the Measurement Period (including by way of a merger or similar transaction in which the company is
not the surviving company). Companies that are designated at the beginning of the Measurement
Period as telecommunications companies in the Russell Midcap Utilities Index shall be excluded from
the TSR calculation. The actual amount of the award of Performance Units may be lower than the
maximum award, or even zero, based on UGIs TSR percentile rank relative to the companies in the
S&P Utilities Index, as follows:
|UGIs TSR Rank
||Percentage of Maximum Award Earned
less than 40th
The percentage of Performance Units earned will be interpolated between each of the measuring
(c) TSR shall be calculated by UGI using the comparative returns methodology used by Bloomberg
L.P. or its successor at the time of the calculation. The share price used for determining TSR at
the beginning and the end of the Measurement Period will be the average price for the 90-day period
preceding the beginning of the Measurement Period (i.e., the 90-day period ending on December 31,
2010) and the 90-day period ending on the last day of the Measurement Period (i.e., the 90-day
period ending on December 31, 2013). The TSR calculation gives effect to all dividends throughout
the three-year Measurement Period as if they had been reinvested.
(d) The percentage of the maximum award earned shall be based on UGIs TSR rank as described
in clause (b) of this Section 2 and will determine the number of Performance Units (and the number
of Shares corresponding to the Performance Units) acquired by the Participant.
(e) At the end of the Measurement Period, the Compensation and Management Development
Committee of the Board (the Committee) will determine whether and to what extent the performance
goals have been met and the number of Shares to be issued with respect
to the Performance Units. Except as described in Section 3 below, the Participant must be
employed by, or providing service to, the Company on December 31, 2013 in order for the Participant
to receive Shares with respect to the Performance Units.
3. Termination of Employment or Service.
(a) Except as described below, if the Participants employment or service with the Company
terminates before the end of the Measurement Period, the Performance Units granted under this Grant
Letter will be forfeited.
(b) If the Participant terminates employment or service on account of Retirement (as defined
in Section 8) or Disability (as defined in Section 8), the Participant will earn a pro-rata portion
of the Participants outstanding Performance Units, if the performance goals and the requirements
of this Grant Letter are met. The prorated portion will be determined as the number of Shares that
would otherwise be issuable after the end of the Measurement Period, based on achievement of the
performance goals, multiplied by a fraction, the numerator of which is the number of calendar years
during the Measurement Period in which the Participant has been employed by, or provided service
to, the Company and the denominator of which is three. For purposes of the proration calculation,
the calendar year in which the Participants termination of employment or service on account of
Retirement or Disability occurs will be counted as a full year.
(c) In the event of termination of employment or service on account of Retirement or
Disability, the prorated number of Shares shall be issued after the end of the Measurement Period,
pursuant to Section 4 below.
(d) In the event of termination of employment or service on account of death, the
representative of the Participants estate may ask within six months of the death to receive
immediately the Shares issuable with respect to the Performance Units granted to the Participant.
4. Payment with Respect to Performance Units. If the Committee determines that the
conditions to payment of the Performance Units have been met, the Company shall issue to the
Participant, between January 1, 2014 and March 15, 2014, the number of Shares based on the
achievement of the performance goals, up to the maximum award specified in Section 1 above.
5. Standstill Period.
(a) After the Measurement Period has expired and during the Standstill Period (as defined
below), the Participant shall not sell, assign, transfer, pledge or otherwise dispose of the Shares
granted under the Performance Units.
(b) The Standstill Period is the two-year period beginning after the expiration of the
Measurement Period on the date of issuance of the Shares to the Participant (and will correspond
under French law to the période dobligation de conservation as referred to under section
L.225-197-1 of the French Commercial Code). However, the Standstill Period shall not be applicable
to the extent provided under French law in the event of death of the Participant or disability of
the Participant corresponding to the classification of the second or third categories of Article
L.341-4 of the French social security code.
6. Transfer of Shares. Except as otherwise provided below and subject to the Companys
insider trading policies, after the Measurement and Standstill Periods have expired, the
Participant shall have the right to transfer the Shares without any limitations. However, Shares
cannot be transferred (i) during the ten trading days preceding and following the date on which the
consolidated accounts or annual accounts of the Company are published and (ii) during a period (x)
starting from the date on which the officers and directors of the Company became aware of any
information which, if published, could significantly affect the Companys market price and (y)
ending at the close of the tenth trading day following the publication of the information.
7. Change of Control. If a Change of Control occurs, the Board may take such action as
it deems appropriate pursuant to the Plan and the Sub-Plan.
8. Definitions. For purposes of this Grant Letter, the following terms will 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 Companys 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 termination of employment after attaining age 55 with ten or more years
of service with the Company.
9. Grant Subject to Plan Provisions and Company Policies.
(a) This grant is made pursuant to the Plan, the Terms and Conditions established by
the Board with respect to the Plan and the Sub-Plan, all of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the Plan and the Sub-Plan.
The grant of Performance Units and the issuance of Shares hereunder are subject to interpretations,
regulations and determinations concerning the Plan and the Sub-Plan established from time to time
by the Board in accordance with the provisions of the Plan and the Sub-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
Board shall have the authority to interpret and construe the grant pursuant to the terms of the
Plan and the Sub-Plan, and its decisions shall be conclusive as to any questions arising hereunder.
(b) All Shares issued pursuant this grant shall be subject to the UGI Corporation
Ownership Policy as in effect from time to time.
10. No Employment or Other Rights. The grant of Performance Units 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 Participants employment
or service at any time. The right of the Company to terminate at will the Participants employment
or service at any time for any reason is specifically reserved.
11. No Shareholder Rights. During the Measurement Period, neither the Participant, nor
any person entitled to exercise the Participants rights in the event of the Participants death,
shall have any of the rights and privileges of a shareholder with respect to the Shares related to
the Performance Units, unless and until certificates for Shares have been issued to the Participant
12. 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, the representative of the Participants estate may ask to receive the Shares
acquired by the Participants estate within 6 months of the death. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company and to the Companys
parents, subsidiaries, and affiliates.
13. Tax Considerations
. Neither UGI Corporation
nor any subsidiary shall be held liable
for the personal tax treatment of any Participant under this Grant.
14. 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
, without giving effect to the conflicts of laws provisions thereof.
15. Notice. Any notice to UGI provided for in this instrument shall be addressed to UGI
in care of the Corporate Secretary at UGIs 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.
16. Authorization to Release Necessary Personal Information.
(a) The Participant hereby authorizes and directs the Participants employer to collect, use
and transfer in electronic or other form, any personal information (the Data) regarding the
Participants employment, the nature and amount of the Participants compensation and the fact and
conditions of the Participants participation in the Plan (including, but not limited to, the
Participants name, home address, telephone number, date of birth, social security number (or any
other social or national identification number), salary, nationality, job title, number of Shares
held and the details of all options or any other entitlement to Shares awarded, cancelled,
exercised, vested, unvested or outstanding) for the exclusive purpose of implementing,
administering and managing the Participants participation in the Plan. The Participant
understands and agrees that the Data may be transferred to the Company, or to any third parties
assisting in the implementation, administration and management of the Plan, including any requisite
transfer to a broker or other third party or with whom Shares acquired under the Performance Units
or cash from the sale of such Shares may be deposited. The Participant acknowledges and agrees
that recipients of the Data may be located in different countries, and those countries may have
data privacy laws and protections different from those in the
country of the Participants residence. Furthermore, the Participant acknowledges, agrees and
understands that the transfer of the Data to the Company, or to any third parties, is necessary for
the Participants participation in the Plan. The Participant understands and agrees that the Data
will be held only as long as necessary to implement, administer and manage the Participants
participation in the Plan. For all transfers, the Participants employer agrees and warrants that
the processing, including the transfer itself, of the Data will be carried out in accordance with
the French and European legal data protection regulation.
(b) The Participant may at any time amend the Data and/or withdraw the consents herein, by
contacting the Participants local human resources representative in writing. The Participant
further acknowledges that withdrawal of consent may affect the Participants ability to exercise or
realize benefits from the grant of Performance Units, and the Participants ability to participate
in the Plan.
17. No Entitlement or Claims for Compensation.
(a) The grant of Performance Units under the Plan is made at the discretion of the Board, and
the Plan may be suspended or terminated by UGI at any time. The grant of an award in one year or
at one time does not in any way entitle the Participant to a grant in the future. The Plan is
wholly discretionary in nature and is not to be considered part of the Participants normal or
expected compensation subject to severance, resignation, redundancy or similar compensation. The
value of the Performance Units is an extraordinary item of compensation which is outside the scope
of the Participants employment contract (if any).
(b) The Participant shall have no rights to compensation or damages as a result of the
Participants cessation of employment for any reason whatsoever, whether or not in breach of
contract, insofar as those rights arise or may arise from the Participants ceasing to have rights
under this grant as a result of such cessation or from the loss or diminution in value of such
rights. If the Participant did acquire any such rights, the Participant is deemed to have waived
them irrevocably by accepting the grant.
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.
Robert H. Knauss
||Vice President and General Counsel
I hereby acknowledge receipt of the Plan, the Terms and Conditions and the Sub-Plan incorporated
herein. I have read the above-mentioned documents and have understood the terms and conditions of
them. I accept the Performance Units described in this Grant Letter, and I agree to be bound by
the terms of the Plan, including the Terms and Conditions, the Sub-Plan 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 this Grant.
RUSSELL MIDCAP UTILITIES
as of 1/1/2011
AES Corp. (AES)
AGL Resources (AGL)
Allegheny Energy (AYE)
Alliant Energy (LNT)
Ameren Corporation (AEE)
American Water Works (AWK)
Aqua America Inc. (WTR)
Atmos Energy (ATO)
Calpine Corp. (CPN)
Centerpoint Energy (CNP)
CMS Energy Corp. (CMS)
Consolidated Edison Inc. (ED)
Constellation Energy (CEG)
DPL Inc. (DPL)
DTE Energy Co. (DTE)
Edison International (EIX)
Energen Corp. (EGN)
FirstEnergy Corp. (FE)
Genon Energy Inc. (GEN)
Great Plains Energy (GXP)
an Electric (HE)
Integrys Energy (TEG)
ITC Holdings Corp. (ITC)
MDU Resource Group (MDU)
National Fuel Gas Co. (NFG)
NiSource Inc. (NI)
Northeast Utilities (NU)
NRG Energy (NRG)
NV Energy Inc. (NVE)
OGE Energy Corp. (OGE)
ONEOK Inc. (OKE)
Ormat Technologies (ORA)
Pepco Holdings (POM)
Pinnacle West Capital Corp. (PNW)
PPL Corporation (PPL)
Progress Energy (PGN)
Questar Corp. (STR)
Scana Corp. (SCG)
Sempra Energy (SRE)
Teco Energy Inc. (TE)
Vectren Corp. (VVC)
Westar Energy, Inc. (WR)
XCEL Energy Inc. (XEL)