EXHIBIT 10.43
UGI 7/22/2004
UGI CORPORATION
2004 OMNIBUS EQUITY COMPENSATION PLAN
SUB-PLAN FOR FRENCH EMPLOYEES
STOCK OPTION GRANT LETTER
This STOCK OPTION GRANT, dated as of____________ ___, 2004 (the "Date of
Grant"), is delivered by UGI Corporation ("UGI") to _____________ (the
"Participant").
RECITALS
The UGI Corporation Sub-Plan for French Employees under the 2004 Omnibus
Equity Compensation Plan (the "Plan") provides for the grant of options to
purchase shares of common stock of UGI. The Board of Directors of UGI (the
"Board") authorizes and administers all option grants to employees in France,
and the Board has decided to make a stock option grant to the Participant.
NOW, THEREFORE, the parties to this Grant Letter, intending to be legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth in this Grant
Letter and in the Plan, UGI hereby grants to the Participant a stock option (the
"Option") to purchase ______ shares of common stock of UGI ("Shares") at an
exercise price of U.S. $______ per Share. The Option is intended to be a
qualified option for French tax purposes and a nonqualified stock option for
U.S. tax purposes. The Option shall become exercisable according to Section 2
below.
2. Exercisability of Option. The Option shall become exercisable on the
following date, if the Participant is employed by the Company (as defined below)
on the applicable date:
Shares for Which the
Date Option is Exercisable
---- ---------------------
_______________ __, 2008 100%
3. Term of Option.
(a) The Option shall have a term of nine years and six months from the
Date of Grant and shall terminate at the expiration of that period (5:00 p.m.
U.S. EST on ______________ __, 201_), unless it is terminated at an earlier date
pursuant to the provisions of this Grant Letter or the Plan.
(b) If the Participant ceases to be employed by the Company, the Option
will terminate on the date the Participant ceases such employment, except as
provided below. If the Participant ceases to be employed by the Company by
reason of (i) Termination without Cause (as defined below), (ii) Retirement (as
defined below), (iii) Disability (as defined below), or (iv) death, the Option
held by the Participant will thereafter be exercisable pursuant to the following
terms:
(i) Termination Without Cause. If the Participant's employment
terminates on account of a Termination without Cause, the Option will
thereafter be exercisable only with respect to that number of Shares with
respect to which the Option is already exercisable on the date the
Participant's employment terminates. Such portion of the Option will
terminate upon the earlier of the expiration date of the Option or the
expiration of the 13-month period commencing on the date the Participant
ceases to be employed by the Company.
(ii) Retirement. If the Participant ceases to be employed by the
Company on account of Retirement, the Option will thereafter become
exercisable as if the Participant had remained employed by the Company for
48 months after the date of such Retirement. The Option will terminate
upon the earlier of the expiration date of the Option or the expiration of
such 48-month period.
(iii) Disability. If the Participant is determined to be Disabled,
the Option will thereafter become exercisable as if the Participant had
remained employed by the Company for 48 months after the date of such
Disability. The Option will terminate upon the earlier of the expiration
date of the Option or the expiration of such 48-month period.
(iv) Death. In the event of the death of the Participant while
employed by the Company or while the Option is outstanding pursuant to
subsections (i), (ii) or (iii) above, the Option will be fully and
immediately exercisable and may be exercised at any time prior to
expiration of the six-month period following the Participant's death.
After the Participant's death, the Participant's Option may be exercised
by the Participant's estate.
4. Exercise Procedures.
(a) Subject to the provisions of Sections 2 and 3 above, the Participant
may exercise part or all of the exercisable Option by giving UGI irrevocable
written notice of intent to exercise on a form provided by UGI and delivered in
the manner provided in Section 13 below. Payment of the exercise price and any
applicable withholding taxes must be made prior to issuance of the Shares. The
Participant shall pay the exercise price (i) in cash in U.S. dollars or (ii) by
payment through a broker in accordance with procedures acceptable to the Board
and permitted by Regulation T of the U.S. Federal Reserve Board.
(b) The obligation of UGI to deliver Shares upon exercise of the Option
shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the Board,
including such actions as UGI's counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. UGI may require that the
Participant (or other person exercising the Option after the Participant's
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death) represent that the Participant is purchasing Shares for the Participant's
own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as UGI deems
appropriate.
(c) All obligations of UGI under this Grant Letter shall be subject to the
rights of the Company as set forth in the Plan to withhold amounts required to
be withheld for any taxes, if applicable.
5. Definitions. Whenever used in this Grant Letter, the following terms shall
have the meanings set forth below:
(a) "Company" means UGI and its Subsidiaries (as defined in the Plan).
(b) "Disability" means a long-term disability as defined in the Company's
long-term disability plan applicable to the Participant.
(c) "Employed by the Company" shall mean employment as an employee of the
Company. For purposes of this Grant Letter, the Participant's period of
employment shall not include any period of notice of termination of employment,
whether expressed or implied. The Participant's date of cessation of employment
shall mean the date upon which the Participant ceases active performance of
services for the Company following the provision of such notification of
termination or resignation from employment and shall be determined solely by
this Grant Letter and without reference to any other agreement, written or oral,
including the Participant's contract of employment.
(d) "Retirement" means termination of employment after attaining age 55
with ten or more years of service with the Company.
(e) "Termination without Cause" means termination of employment for the
convenience of the Company for any reason other than (i) misappropriation of
funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a crime
involving moral turpitude, or (iv) gross negligence in the performance of
duties, which gross negligence has had a material adverse effect on the
business, operations, assets, properties or financial condition of the Company.
6. Change of Control. The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the Plan.
7. Restrictions on Exercise. Except as the Board may otherwise permit pursuant
to the Plan, only the Participant may exercise the Option during the
Participant's lifetime and, after the Participant's death, the Option shall be
exercisable solely by the Participant's estate, to the extent that the Option is
exercisable pursuant to this Grant Letter.
8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan and
the Sub-Plan for French Employees, the terms of which are incorporated herein by
reference, and in all respects shall be interpreted in accordance with the Plan.
The grant and exercise of the Option are subject to interpretations, regulations
and determinations concerning the Plan established from time to time by the
Board in accordance with the provisions of the Plan, including, but not
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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 Option pursuant to the terms of the Plan, and its
decisions shall be conclusive as to any questions arising hereunder.
9. No Employment or Other Rights. The grant of the Option shall not confer upon
the Participant any right to be retained by or in the employ of the Company and
shall not interfere in any way with the right of the Company to terminate the
Participant's employment at any time. The right of the Company to terminate at
will the Participant's employment at any time for any reason is specifically
reserved.
10. No Shareholder Rights. Neither the Participant, nor any person entitled to
exercise the Participant's rights in the event of the Participant's death, shall
have any of the rights and privileges of a shareholder with respect to the
Shares subject to the Option, until certificates for Shares have been issued
upon the exercise of the Option.
11. Assignment and Transfers. The rights and interests of the Participant under
this Grant Letter may not be sold, assigned, encumbered or otherwise transferred
except, in the event of the death of the Participant, by will or by the laws of
descent and distribution. The rights and protections of the Company hereunder
shall extend to any successors or assigns of the Company and to the Company's
parents, subsidiaries, and affiliates.
12. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania, without giving effect to the conflicts of
laws provisions thereof.
13. Notice. Any notice to UGI provided for in this instrument shall be addressed
to UGI in care of the Corporate Secretary at UGI's headquarters, and any notice
to the Participant shall be addressed to such Participant at the current address
shown on the payroll of the Company, or to such other address as the Participant
may designate to the Company in writing. Any notice shall be delivered by hand,
sent by telecopy or enclosed in a properly sealed envelope addressed as stated
above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.
14. Authorization to Release Necessary Personal Information.
(a) The Participant hereby authorizes and directs the Participant's
employer to collect, use and transfer in electronic or other form, any personal
information (the "Data") regarding the Participant's employment, the nature and
amount of the Participant's compensation and the fact and conditions of the
Participant's participation in the Plan (including, but not limited to, the
Participant's 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 Participant's participation in the Plan. The Participant
understands 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
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to a broker or other third party assisting with the exercise of options under
the Plan or with whom Shares acquired upon exercise of this Option or cash from
the sale of such shares may be deposited. The Participant acknowledges 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 Participant's residence. Furthermore, the Participant
acknowledges and understands that the transfer of the Data to the Company, or to
any third parties, is necessary for the Participant's participation in the Plan.
The Participant understands that the Data will be held only as long as necessary
to implement, administer and manage the Participant's participation in the Plan.
For all transfers, the Participant's 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 Participant's local human resources
representative in writing. The Participant further acknowledges that withdrawal
of consent may affect the Participant's ability to exercise or realize benefits
from the Option, and the Participant's ability to participate in the Plan.
15. No Entitlement or Claims for Compensation.
(a) The grant of options 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 option in one year or at one time does not in any way entitle the
Participant to an option grant in the future. The Plan is wholly discretionary
in nature and is not to be considered part of the Participant's normal or
expected compensation subject to severance, resignation, redundancy or similar
compensation. The value of the Option is an extraordinary item of compensation
which is outside the scope of the Participant's employment contract (if any).
(b) The Participant shall have no rights to compensation or damages as a
result of the Participant's cessation of employment for any reason whatsoever,
whether or not in breach of contract, insofar as those rights arise or may arise
from the Participant's ceasing to have rights under or be entitled to exercise
this Option 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 Option.
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IN WITNESS WHEREOF, UGI has caused its duly authorized officers to execute
and attest this Grant Letter, and the Participant has executed this Grant
Letter, effective as of the Date of Grant.
UGI Corporation
Attest
__________________________________ By:_____________________________________
Corporate Secretary Robert H. Knauss
Vice President and General Counsel
I hereby acknowledge receipt of the Plan and the Sub-Plan for French Employees
incorporated herein. I accept the Option described in this Grant Letter, and I
agree to be bound by the terms of the Plan, including the Sub-Plan for French
Employees, 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.
______________________________
Participant
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