EXHIBIT 10.1
UGI CORPORATION
2000 DIRECTORS' STOCK OPTION PLAN
AMENDED AND RESTATED AS OF APRIL 29, 2003
1. PURPOSE AND DESIGN
The purpose of this Plan is to (1) encourage ownership of Company Stock
by non-employee directors and thereby align such directors' interests more
closely with the interests of shareholders of the Company, and (2) assist the
Company in securing and retaining highly qualified persons to serve as
non-employee directors, in which position they may contribute materially to the
long-term growth and profitability of the Company, by affording them an
opportunity to acquire Stock.
2. DEFINITIONS
Whenever used in this Plan, the following terms will have the
respective meanings set forth below:
2.01 "Board" means the Company's Board of Directors as constituted
from time to time.
2.02 "Administrative Committee" means the committee of Company
employees appointed by the Committee to perform ministerial and other assigned
functions.
2.03 "Change of Control" means a change of control as defined in
the change of control agreement between the Company and its chief executive
officer, as amended from time to time.
2.04 "Committee" means the Compensation and Management Development
Committee of the Board or its successor.
2.05 "Company" means UGI Corporation, a Pennsylvania corporation
and any successor thereto.
2.06 "Date of Grant" means the effective date of an Option grant;
provided, however, that no retroactive grants will be made.
2.07 "Fair Market Value" of Stock means the average of the highest
and lowest sales prices thereof on the New York Stock Exchange on the day on
which Fair Market Value is being determined, as reported on the Composite Tape
for transactions on the New York Stock Exchange. In the event that the New York
Stock Exchange does not express sales prices in decimal form, the average will
be rounded to the next highest one-eighth of a point (.125). In the event that
the New York Stock Exchange expresses sales prices in decimal form, the average
will
be rounded to the next highest penny. Notwithstanding the foregoing, in the
case of a cashless exercise pursuant to Section 7.4(iii), the Fair Market Value
will be the actual sale price of the shares issued upon exercise of the Option.
In the event that there are no Stock transactions on the New York Stock Exchange
on such day, the Fair Market Value will be determined as of the immediately
preceding day on which there were Stock transactions on that exchange.
2.08 "Option" means the right to purchase Stock pursuant to the
relevant provisions of this Plan at the Option Price for a specified period of
time, not to exceed ten years from the Date of Grant, which period of time will
be subject to earlier termination prior to exercise in accordance with Section
7.3(b) of this Plan.
2.09 "Option Price" means an amount per share of Stock purchasable
under an Option designated by the Committee on the Date of Grant of an Option to
be payable upon exercise of such Option. The Option Price will not be less than
100% of the Fair Market Value of the Stock determined on the Date of Grant.
2.10 "Participant" means a non-employee director who is eligible to
receive, and is granted, Options under the Plan.
2.11 "Plan" means this 2000 Directors' Stock Option Plan.
2.12 "Stock" means the Common Stock of the Company or such other
securities of the Company as may be substituted for Stock or such other
securities pursuant to Section 10.
2.13 "Subsidiary" means any corporation or partnership, at least
20% of the outstanding voting stock, voting power or partnership interest of
which is owned respectively, directly or indirectly, by the Company.
3. NUMBER AND SOURCE OF SHARES AVAILABLE FOR OPTIONS -- MAXIMUM ALLOTMENT
The number of shares of Stock which may be made the subject of Options
under this Plan at any one time may not exceed 300,000 in the aggregate (after
giving retroactive effect to the 3-for-2 Stock split distributed April 1, 2003),
including shares acquired by Participants through exercise of Options under this
Plan. The number of shares of Stock which may be the subject of grants of
Options to any one individual in a calendar year will not exceed 15,000. The
foregoing limits will be subject to the adjustment provisions of Section 10
below. If any Option expires or terminates for any reason without having been
exercised in full, the unpurchased shares subject to the Option will again be
available for the purposes of the Plan. Shares which are the subject of Options
may be previously issued and outstanding shares of the Stock reacquired by the
Company and held in its treasury, or may be authorized but unissued shares of
Stock, or may be a combination of both.
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4. DURATION OF THE PLAN
The Plan will remain in effect until all Stock subject to it has been
purchased pursuant to the exercise of Options or all such Options have
terminated without exercise. Notwithstanding the foregoing, no Option may be
granted after December 31, 2009.
5. DETERMINATION OF GRANTS - ADMINISTRATION OF PLAN
5.1 Determination of Grants. The Company, after consultation with
outside compensation consultants, shall make recommendations to the Committee as
to the grants to be made under the Plan. Subject to the express provisions of
the Plan, the Committee will have the authority to determine the non-employee
directors to whom, and the time or times at which, Options will be granted, the
number of shares to be subject to each Option, the Option Price to be paid for
the shares upon the exercise of each Option, and the period within which each
Option may be exercised. Grants made by the Committee will be subject to the
approval of the Board.
5.2 Administration of Plan. The Plan will be administered by the
Committee. Subject to the express provisions of the Plan, the Committee will
also have authority to construe and interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations (including factual determinations) necessary or advisable for the
orderly administration of the Plan. All ministerial functions, in addition to
those specifically delegated elsewhere in the Plan, shall be performed by a
committee comprised of Company employees ("Administrative Committee") appointed
by the Committee. A stock option agreement as discussed below shall be executed
by each Participant receiving a grant under the Plan and shall constitute that
Participant's acknowledgement and acceptance of the terms of the Plan and the
Committee's authority and discretion.
6. ELIGIBILITY
Each director of the Company who, on any date on which an Option is to
be granted (as specified in Section 7 of the Plan), is not an employee of the
Company or any parent or Subsidiary of the Company, will be eligible to receive
Options under the Plan. The foregoing notwithstanding, no director who is
serving on the Board as a result of a nomination or appointment pursuant to the
terms of any debt instrument, preferred stock, underwriting agreement, or other
contract entered into by the Company will be eligible to participate in the
Plan. No person other than those specified in this Section 6 will participate in
the Plan.
7. OPTIONS
7.1 Grant of Options. Subject to the provisions of Sections 2.08
and 3: (i) Options may be granted to Participants under substantially equal
terms at any time and from time to time as may be determined by the Committee,
and (ii) subject to approval of the Board, the Committee will have discretion in
determining the Options to be granted, the number of shares of Stock to be
subject to each Option, the Option Price to be paid for the shares upon the
exercise of each
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Option, the period within which each Option may be exercised and the vesting
schedule associated with the Option.
7.2 Option Agreement. As determined by the Committee on the Date
of Grant, each Option will be evidenced by a stock option agreement that will,
among other things, specify the Date of Grant, the Option Price, the duration of
the Option, the number of shares of Stock to which the Option pertains and the
Option's vesting schedule.
7.3 Exercise and Vesting.
(a) Except as otherwise specified by the Committee in the
stock option agreement, an Option will be fully and immediately exercisable on
the Date of Grant. Notwithstanding the foregoing, in the event that any such
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.
(b) 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 (while living) ceases to be a
non-employee director of the Company. However, if a Participant holding an
Option ceases to be a non-employee director by reason of (i) retirement, (ii)
disability, or (iii) death, the Option held by any such Participant will be
fully and immediately exercisable (to the extent not otherwise exercisable by
its terms) and will thereafter become exercisable pursuant to the following:
(i) Retirement. If a Participant ceases to serve as
a director of the Company on account of retirement, the Option theretofore
granted to 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. Retirement means cessation of service as
a director of the Company 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.
(ii) 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 theretofore granted to
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 disability.
(iii) Death. In the event of the death of a
Participant while serving as a director of the Company, the Option theretofore
granted to 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 estate of
the Participant, by any person to whom the Participant may have bequeathed the
Option, any person the Participant may have designated to exercise the same
under the Participant's last will, or by the Participant's personal
representatives if the Participant has died intestate.
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(c) If a Participant ceases serving as a director and,
immediately thereafter, is employed by the Company or any Subsidiary, then,
solely for purposes of Section 7.3(b) of the Plan, such Participant will not be
deemed to have ceased service as a director at that time, and his or her
continued employment by the Company or any Subsidiary will be deemed to be
continued service as a director; provided, however, that such former director
will not be eligible for additional grants of Options under the Plan.
7.4 Payment. The Option Price upon exercise of any Option will be
payable to the Company in full (i) in cash or its equivalent, (ii) by tendering
shares of previously acquired Stock already beneficially owned by the
Participant for more than one year and having a Fair Market Value at the time of
exercise equal to the total Option Price, (iii) by payment through a broker in
accordance with procedures permitted by Regulation T of the Federal Reserve
Board, (iv) by such other method as the Committee may approve, or (v) by a
combination of (i), (ii), (iii) and/or (iv). The cash proceeds from such payment
will be added to the general funds of the Company and will be used for its
general corporate purposes.
7.5 Written Notice. A Participant wishing to exercise an Option
must give irrevocable written notice to the Company in the form and manner
prescribed by the Administrative Committee, indicating the date of award, the
number of shares as to which the Option is being exercised, and such other
information as may be required by the Administrative Committee. Full payment for
the shares pursuant to the Option must be received by the time specified by the
Committee depending on the type of payment being made but, in all cases, prior
to the issuance of the shares. Except as provided in Section 7.3(b), no Option
may be exercised at any time unless the Participant is then a non-employee
director of the Company.
7.6 Issuance of Stock. As soon as practicable after the receipt of
irrevocable written notice and payment, the Company will, without stock transfer
taxes to the Participant or to any other person entitled to exercise an Option
pursuant to this Plan, deliver to, or credit electronically on behalf of, the
Participant, the Participant's designee or such other person the requisite
number of shares of Stock.
7.7 Privileges of a Shareholder. A Participant or any other person
entitled to exercise an Option under this Plan will have no rights as a
shareholder with respect to any Stock covered by the Option until the due
exercise of the Option and issuance of such Stock.
7.8 Partial Exercise. An Option granted under this Plan may be
exercised as to any lesser number of shares than the full amount for which it
could be exercised. Such a partial exercise of an Option will not affect the
right to exercise the Option from time to time in accordance with this Plan as
to the remaining shares subject to the Option.
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8. NON-TRANSFERABILITY OF OPTIONS
No Option granted under the Plan will be transferable otherwise than by
will or the laws of descent and distribution, and an Option may be exercised,
during the lifetime of the Participant, only by the Participant.
9. CONSEQUENCES OF A CHANGE OF CONTROL
9.1 Notice and Acceleration. Upon a Change of Control, unless the
Committee determines otherwise, (i) the Company will provide each Participant
with outstanding grants written notice of such Change of Control, and (ii) all
outstanding Options will automatically accelerate and become fully exercisable.
9.2 Assumption of Grants. Upon a Change of Control where the
Company is not the surviving corporation (or survives only as a subsidiary of
another corporation), unless the Committee determines otherwise, all outstanding
Options that are not exercised will be assumed by, or replaced with comparable
options or rights by, the surviving corporation (or a parent of the surviving
corporation).
9.3 Other Alternatives. Notwithstanding the foregoing, subject to
Section 9.4 below, in the event of a Change of Control, the Committee may take
any of the following actions with respect to any or all outstanding Options: the
Committee may (i) require that Participants surrender their outstanding Options
in exchange for a payment by the Company, in cash or Stock, as determined by the
Committee, in an amount equal to the amount by which the then Fair Market Value
of the shares of Stock subject to the Participant's unexercised Options exceeds
the Option Price of the Options, as applicable, or (ii) after giving
Participants an opportunity to exercise their outstanding Options, terminate any
or all unexercised Options at such time as the Committee deems appropriate. Such
surrender or termination will take place as of the date of the Change of Control
or such other date as the Committee may specify.
9.4 Committee. The Committee making the determinations under this
Section 9 following a Change of Control must be comprised of the same members as
those on the Committee immediately before the Change of Control. If the
Committee members do not meet this requirement, the automatic provisions of
Sections 9.1 and 9.2 will apply, and the Committee will not have discretion to
vary them.
9.5 Limitations. Notwithstanding anything in the Plan to the
contrary, in the event of a Change of Control, the Committee will not have the
right to take any actions described in the Plan (including without limitation
actions described in this Section 9) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.
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10. ADJUSTMENT OF NUMBER AND PRICE OF SHARES, ETC.
Notwithstanding anything to the contrary in this Plan, in the event any
recapitalization, reorganization, merger, consolidation, spin-off, combination,
repurchase, exchange of shares or other securities of the Company, stock split
or reverse split, extraordinary dividend, liquidation, dissolution, significant
corporate transaction (whether relating to assets or stock) involving the
Company, or other extraordinary transaction or event affects Stock such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of Participants' rights under the Plan, then the
Committee may, in a manner that is equitable, adjust (i) the number or kind of
shares of Stock to be subject to Options thereafter granted under the Plan, (ii)
the number and kind of shares of Stock issuable upon exercise of outstanding
Options, and (iii) the Option Price per share thereof, provided that the number
of shares subject to any Option will always be a whole number. Any such
determination of adjustments by the Committee will be conclusive for all
purposes of the Plan and of each Option, whether a stock option agreement with
respect to a particular Option has been theretofore or is thereafter executed.
11. LIMITATION OF RIGHTS
Nothing contained in this Plan will be construed to give a non-employee
director any right to a grant hereunder except as may be authorized in the
discretion of the Committee. A grant under this Plan will not constitute, nor be
evidence of, any agreement or understanding, expressed or implied, that a
Participant has any right to serve as a director of the Company.
12. AMENDMENT OR TERMINATION OF PLAN
Subject to Board approval, the Committee may at any time, and from time
to time, alter, amend, suspend or terminate this Plan without the consent of the
Company's shareholders or Participants, except that any such alteration,
amendment, suspension or termination will be subject to the approval of the
Company's shareholders within one year after such Committee and Board action if
such shareholder approval is required by any federal or state law or regulation
or the rules of any stock exchange or automated quotation system on which the
Stock is then listed or quoted, or if the Committee in its discretion determines
that obtaining such shareholder approval is for any reason advisable. No
termination or amendment of this Plan may, without the consent of the
Participant to whom any Option has previously been granted, adversely affect the
rights of such Participant under such Option. Notwithstanding the foregoing, the
Administrative Committee may make minor amendments to this Plan which do not
materially affect the rights of Participants or significantly increase the cost
to the Company.
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13. GOVERNMENTAL APPROVAL
Each Option will be subject to the requirement that if at any time the
listing, registration or qualification of the shares covered thereby upon any
securities exchange, or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of or in connection with the granting of such Option or the purchase
of shares thereunder, no such Option may be exercised in whole or in part unless
and until such listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not acceptable to the Board.
14. EFFECTIVE DATE OF PLAN AND SHAREHOLDER APPROVAL
This Plan will become effective as of January 1, 2000, subject to
ratification by the Company's shareholders prior to March 31, 2000.
15. SUCCESSORS
This Plan will be binding upon and inure to the benefit of the Company,
its successors and assigns and the Participant and his heirs, executors,
administrators and legal representatives.
16. GOVERNING LAW
The validity, construction, interpretation and effect of the Plan and
option agreements issued under the Plan will be governed exclusively by and
determined in accordance with the law of the Commonwealth of Pennsylvania.
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