Massachusetts Stock Option and Dividend Equivalent Plan (MSO DEP) is an equity compensation program offered by UGI Corp., a leading energy distribution and services company headquartered in Pennsylvania, USA. The plan provides employees of UGI Corp. and its subsidiaries with the opportunity to acquire company stock through stock options and dividend equivalent units. Under the MSO DEP, employees are granted stock options, allowing them to purchase a specific number of UGI Corp. common shares at a predetermined price, known as the exercise price. The exercise price is typically set at or above the fair market value of the stock on the grant date. Employees can choose to exercise their stock options at a future date when the stock price has increased, enabling them to profit from the difference between the exercise price and the current market price. One of the key advantages of the MSO DEP is that it aligns the interests of employees with those of UGI Corp. shareholders. By granting stock options, UGI Corp. incentivizes employees to contribute to the company's growth and success, as they stand to benefit from the appreciation in stock value. Additionally, the MSO DEP includes a Dividend Equivalent Unit (DEU) component. Zeus is hypothetical units that mirror the cash dividends paid to UGI Corp. shareholders. Employees participating in the plan receive Zeus based on the number of stock options exercised or invested stock options held. These Zeus are credited to the employee's account and accrue dividend equivalent rights. When actual dividends are paid to UGI Corp. shareholders, employees with Zeus are entitled to receive a cash payment equivalent to the dividends accrued on their DEU balance. UGI Corp. offers various types of MSO DEP grants, including: 1. Incentive Stock Options (SOS): SOS are granted with specific requirements outlined by the Internal Revenue Service (IRS). They offer potential tax advantages to employees, as under certain circumstances, the gains from exercising these options may be taxed at a lower rate than non-qualified stock options. 2. Non-Qualified Stock Options (Nests): Nests are stock options that do not meet the requirements set forth by the IRS for SOS. While they do not offer the same tax advantages, they provide more flexibility in terms of grant quantities and exercise prices. 3. Restricted Stock Units (RSS): RSS are a form of stock-based compensation where UGI Corp. grants employees a certain number of units that convert into shares of company stock once they vest. RSS do not require an exercise price and are subject to a vesting schedule outlined in the grant agreement. The UGI Corp. MSO DEP exhibits provide additional details, including the terms and conditions of each grant type, exercise periods, vesting schedules, and any special provisions. These exhibits offer employees comprehensive information to make informed decisions regarding their participation in the plan. In conclusion, the Massachusetts Stock Option and Dividend Equivalent Plan (MSO DEP) offered by UGI Corp. aims to reward employees by granting stock options and dividend equivalent units. The plan aligns their interests with those of the company's shareholders and provides an opportunity for financial growth and participation in UGI Corp.'s success.