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Exhibit 10.31a

Officer
French Sub-Plan

UGI CORPORATION
AMENDED AND RESTATED 2004 OMNIBUS EQUITY COMPENSATION PLAN
SUB-PLAN FOR FRENCH EMPLOYEES AND CORPORATE OFFICERS

STOCK OPTION GRANT LETTER

This STOCK OPTION GRANT, dated January 1, 2010 (the “Date of Grant”), is delivered by UGI Corporation (“UGI”) to  _____  (the “Participant”).

RECITALS

The UGI Corporation Sub-Plan for French Employees and Corporate Officers (the “Sub-Plan”) under the Amended and Restated 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 and corporate officers 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 and the Sub-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. $24.19 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

 

 

 

January 1, 2014

 

 

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 June 30, 2019), 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, or provide service to, the Company, the Option will terminate on the date the Participant ceases such employment or service, except as provided below. If the Participant ceases to be employed by, or provide service to, 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 or service 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 or service 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, or provide service to, the Company.

(ii) Retirement . If the Participant ceases to be employed by, or provide service to, the Company on account of Retirement, the Option will thereafter become exercisable as if the Participant had remained employed by, or had continued providing service to, 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, or had continued providing service to, the Company for 48 months after the date of such Disability. The Option will terminate upon the earlier of the expiration date


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