0000884614-21-000048 Sample Contracts

FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;

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Contract
Credit Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • New York

FIRST AMENDMENT to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2021 (this “Amendment”), among UGI CORPORATION, a Pennsylvania corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FORM OF UGI CORPORATION 2021 INCENTIVE AWARD PLAN PERFORMANCE UNIT AWARD AGREEMENT
Plan Performance Unit Award Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

The UGI Corporation 2021 Incentive Award Plan (the “Plan”) provides for the grant of performance units (“Performance Units”) with respect to shares of Common Stock of UGI (“Shares”). The Compensation and Management Development Committee of the Board of Directors of UGI (the “Committee”) has decided to grant Performance Units to the Participant subject to the terms of the Plan. Each capitalized term not defined herein shall have the meaning assigned to such term in the Plan. The Participant’s portal in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of Performance Units granted to the Participant with respect to this grant.

FORM OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Solicitation Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

AGREEMENT ("Agreement") is made as of this ___ of ___ , ___ by and between ___, an individual ("Employee") and UGI Corporation ("UGI" and, together with its subsidiaries and affiliates, the "Company").

FORM OF UGI CORPORATION 2021 INCENTIVE AWARD PLAN NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

The UGI Corporation 2021 Incentive Award Plan (the “Plan”), provides for the grant of options to purchase shares of common stock of UGI. The Compensation and Management Development Committee of the Board of Directors of UGI (the “Committee”) has decided to make a stock option grant to the Participant subject to the terms of the Plan. Each capitalized term not defined herein shall have the meaning assigned to such term in the Plan. The Participant’s portal in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of shares subject to the Option granted to the Participant in this Award Agreement.

FORM OF UGI CORPORATION 2021 INCENTIVE AWARD PLAN ANNUAL RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

This ANNUAL RESTRICTED STOCK UNIT GRANT, dated ___________, _____ (the “Date of Grant”), is delivered by UGI Corporation (“UGI”) to you (the “Participant”).

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