EX-101 INSTANCE DOCUMENT

EX-10.35 12 c22189exv10w35.htm EXHIBIT 10.35 Exhibit 10.35

EXHIBIT 10.35

UGI CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENT
FOR
LON R. GREENBERG

Lon R. Greenberg is Chairman and Chief Executive Officer of UGI Corporation. Mr. Greenberg has an oral compensation arrangement with UGI Corporation which includes the following:

Mr. Greenberg:

is entitled to an annual base salary, which for fiscal year 2011 is $1,099,540;

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;

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;

will receive cash benefits upon termination of his employment without cause following a change in control of UGI Corporation; and

participates in UGI Corporation’s benefit plans, including the Senior Executive Employee Severance Plan and the Supplemental Executive Retirement Plan and Supplemental Savings Plan.

UGI CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENT
FOR
JOHN L. WALSH

John L. Walsh is President, Chief Operating Officer and Principal Financial Officer of UGI Corporation. Mr. Walsh has an oral compensation arrangement with UGI Corporation which includes the following:

Mr. Walsh:

is entitled to an annual base salary, which for fiscal year 2011 is $674,440;

will receive cash benefits upon termination of his employment without cause following a change in control of UGI Corporation; and

participates in UGI Corporation’s benefit plans, including the Senior Executive Employee Severance Plan and the Supplemental Executive Retirement Plan and Supplemental Savings Plan.

UGI CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENT
FOR
ROBERT H. KNAUSS

Robert H. Knauss is Vice President and General Counsel of UGI Corporation. Mr. Knauss has an oral compensation arrangement with UGI Corporation which includes the following:

Mr. Knauss:

	1.		is entitled to an annual base salary, which for fiscal year 2011 is $360,776;

	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 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 Supplemental Executive Retirement Plan and Supplemental Savings Plan.

UGI CORPORATION
DESCRIPTION OF COMPENSATION ARRANGEMENT
FOR
FRANÇOIS VARAGNE

François Varagne served as Chairman and Chief Executive Officer of Antargaz, a subsidiary of UGI Corporation, through October 12, 2011. Mr. Varagne had an oral compensation arrangement with Antargaz which included the following:

Mr. Varagne:

	1.		was entitled to an annual base salary, which for fiscal year 2011 was €335,000;

	2.		participated in an annual bonus;

	3.		participated in the long-term compensation plan, the UGI Corporation 2004 Omnibus Equity Compensation Plan subsidiary plan for French employees, as amended; and

	4.		participated in Antargaz’ supplemental retirement plans.