UGI Corporation Summary of Director Compensation Effective October 1, 2015

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Summary

This document outlines the compensation structure for non-employee directors of UGI Corporation, effective October 1, 2015. Non-employee directors receive an annual cash retainer and equity awards, including stock units and stock options. Additional cash retainers are provided for committee roles and chair positions. Directors who are also officers or employees do not receive compensation for board service. The equity awards are granted under the company's omnibus incentive plans, with specific provisions for the Non-Executive Chairman and certain directors.

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EX-10.28 3 a2015ugicorp10kex1028.htm EXHIBIT 10.28 Exhibit
EXHIBIT 10.28

UGI CORPORATION
SUMMARY OF DIRECTOR COMPENSATION

The table below shows the components of director compensation effective October 1, 2015. A director who is an officer or employee of the Registrant or its subsidiaries is not compensated for service on the Board of Directors or on any Committee of the Board.

DIRECTORS' COMPENSATION

CASH        EQUITY
COMPONENT        COMPONENT (1)(2) 

Annual Retainer for Non-Employee        $80,000         3,000 Stock Units
Directors (except Mr. Greenberg)
9,000 Options for the purchase of shares of common stock of the Registrant.

Annual Retainer for Non-Executive        $335,000
Chairman(3)        

Additional Annual Retainer for         $10,000
Audit Committee Members
(other than the Chairperson)            

Additional Annual Retainer for         $20,000
Audit Committee Chairperson        

Additional Annual Retainer for         $15,000
Compensation and Management
Development Committee Chairperson        

Additional Annual Retainer for         $10,000
Corporate Governance Committee
Chairperson                

Additional Annual Retainer for         $10,000
Safety, Environmental and Regulatory
Compliance Committee Chairperson        

Additional Annual Retainer for        $20,000
Presiding Director                 


(1)
Stock Units and Options are granted under the UGI Corporation 2004 Omnibus Equity Compensation Plan Amended and Restated as of December 5, 2006 and the UGI Corporation 2013 Omnibus Incentive Compensation Plan.



(2)
Stock Units and Stock Options to be awarded in January 2016.

(3)
Mr. Greenberg does not receive any equity compensation for his services as Non-Executive Chairman.