UGI Corporation Compensation Arrangement for Robert C. Flexon

Summary

UGI Corporation has an oral compensation agreement with Robert C. Flexon, effective February 14, 2011. Under this arrangement, Mr. Flexon receives an annual base salary of $475,020 for fiscal year 2011, is eligible for annual bonuses based on company performance, and participates in the company's long-term equity compensation plan. He is also entitled to certain cash benefits if his employment ends without cause or for good reason after a change in control, and he participates in UGI's executive benefit and retirement plans.

EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

UGI CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENT
FOR
ROBERT C. FLEXON

Mr. Flexon has an oral compensation arrangement with UGI Corporation which includes the following effective February 14, 2011:

Mr. Flexon:



	1.					is entitled to an annual base salary, which for fiscal year 2011 is $475,020;

	2.					participates in UGI Corporation’s annual bonus plan, with bonus payable based on the achievement of pre-approved financial and/or business performance objectives, which support business plans and strategic goals;

	3.					participates in UGI Corporation’s long-term compensation plan, the 2004 Omnibus Equity Compensation Plan, as amended, with annual awards as determined by the Compensation and Management Development Committee;

	4.					will receive cash benefits upon termination of his employment without “cause” or if he terminates employment for “good reason” following a change in control of UGI Corporation; and

	5.					participates in UGI Corporation’s benefit plans, including the Senior Executive Employee Severance Plan and the 2009 Supplemental Executive Retirement Plan for New Employees.