Pennsylvania Stock Option and Dividend Equivalent Plan: A Comprehensive Overview of UGI Corp. Introduction: The Pennsylvania Stock Option and Dividend Equivalent Plan (PSO DEP) offered by UGI Corporation is a shareholder-oriented compensation program aimed at aligning the interests of employees with those of the company's shareholders. This detailed description will provide insights into the key features, benefits, and variations of the plan, as well as showcase relevant exhibits from UGI Corp. 1. Key Features of Pennsylvania Stock Option and Dividend Equivalent Plan: 1.1 Stock Options: The PSO DEP grants eligible employees the right to purchase UGI Corp. common stock at a predetermined exercise price. These stock options typically have a specified vesting period and expiration date. 1.2 Dividend Equivalent Units (Zeus): Under this plan, participants receive Zeus equivalent to the dividends paid on UGI Corp. common stock. Zeus are accumulated during the vesting period and can be converted into cash or additional shares upon exercise. 2. Benefits of the Plan: 2.1 Attracting and Retaining Talent: The PSO DEP helps UGI Corp. attract and retain skilled professionals by offering them the opportunity to participate in the company's long-term growth and success. 2.2 Performance-Linked Compensation: Stock options and Zeus enable employees to benefit directly from UGI Corp.'s performance, fostering a sense of ownership and motivation to enhance shareholder value. 2.3 Favorable Tax Treatment: Depending on the qualified status of the plan, participants may enjoy certain tax advantages on stock options and dividend equivalents, subject to compliance with applicable tax laws. 3. Variations of Pennsylvania Stock Option and Dividend Equivalent Plan: 3.1 Standard Stock Option Plan: This type of plan includes conventional stock options, where employees can purchase UGI Corp. common stock at a predetermined price within a specified period. 3.2 Performance-Based Plan: This plan incorporates performance metrics, linking the stock option grants or DEU awards to predetermined financial, operational, or individual performance goals. 3.3 Restricted Stock Unit (RSU) Plan: In this variation, eligible employees receive RSS instead of stock options. RSS represents the right to receive shares of UGI Corp. common stock upon vesting, without the need for an initial purchase. Exhibits: 1. Exhibit A: Sample Pennsylvania Stock Option Agreement — This document showcases a template of a stock option agreement provided to UGI Corp. employees as part of the PSO DEP. 2. Exhibit B: Dividend Equivalent Unit Calculation — This exhibit offers a comprehensive calculation example for determining the Zeus earned during a specific vesting period. 3. Exhibit C: Performance-Based Stock Option Plan — A visual representation of UGI Corp.'s performance-based stock option plan, highlighting the metrics and goals used for determining stock option grants. Conclusion: The Pennsylvania Stock Option and Dividend Equivalent Plan offered by UGI Corp. exemplify the company's commitment to empowering and rewarding its employees. With various types and provisions, catering to different employee needs and aiming for enhanced shareholder value, the plan serves as a valuable tool for talent acquisition, retention, and overall company growth. Through the provided exhibits, readers can gain a deeper understanding of the plan's structure and implementation.