Title: Understanding UGI Corp's Arizona Stock Option and Dividend Equivalent Plan Introduction: In this article, we will delve into the comprehensive details of UGI Corp's Arizona Stock Option and Dividend Equivalent Plan. We will explore its significance, features, and potential benefits. Additionally, we shall discuss the various types of the plan and provide relevant exhibits to further illustrate its structure. Let's dive in! 1. Overview of the Arizona Stock Option and Dividend Equivalent Plan: The Arizona Stock Option and Dividend Equivalent Plan is a program established by UGI Corp for its employees to provide them with share-based incentives and additional benefits. This plan offers selected employees the opportunity to purchase company stocks at a predetermined price and potentially receive dividend equivalents that accumulate during the plan's tenure. 2. Features and Benefits: a. Stock Option Grants: UGI Corp may grant stock options to eligible employees as part of the Arizona Stock Option and Dividend Equivalent Plan. These options typically allow employees to purchase UGI Corp's common stock at a specified exercise price within a predetermined time frame. b. Dividend Equivalent Units: Under this plan, UGI Corp may also provide eligible participants with dividend equivalent units (Zeus). These units represent the notional value of dividends that would have been paid on the underlying stock during the plan's duration. Zeus may accrue and be paid out in cash or additional stock equivalents, further enhancing the potential benefits for participants. c. Potential for Capital Appreciation: By providing employees with the ability to purchase UGI Corp's stock at a predetermined price, the Stock Option component of the plan allows them to potentially benefit from any future increase in the company's stock price. d. Aligning Employee and Shareholder Interests: The Arizona Stock Option and Dividend Equivalent Plan fosters a sense of ownership among participants, aligning their interests with UGI Corp's long-term success and shareholder value creation. 3. Types of Arizona Stock Option and Dividend Equivalent Plan: a. Standard Stock Option Plan: This is the basic type of plan that grants eligible employees stock options at predetermined exercise prices, providing potential capital appreciation opportunities. b. Performance-Based Stock Option Plan: UGI Corp may introduce a performance-based variation of the Stock Option Plan, linking stock option grants to specific performance goals or metrics. This approach ties incentives to the company's performance and encourages employees to contribute towards achieving organizational objectives. c. Restricted Stock Units Plan: In addition to stock options, UGI Corp may offer employees restricted stock units as part of the Arizona Stock Option and Dividend Equivalent Plan. Such units typically vest over time or upon the achievement of specified performance targets. Exhibits: Exhibit 1: Arizona Stock Option and Dividend Equivalent Plan Summary — This exhibit provides an overview of the plan's key features and benefits and acts as a quick reference guide. Exhibit 2: Stock Option Grant Example — This exhibit presents a hypothetical example illustrating the calculation of potential gains from a stock option grant under the plan. Exhibit 3: Dividend Equivalent Unit Calculation — This exhibit demonstrates how dividend equivalent units are calculated and showcases different scenarios based on UGI Corp's dividend history. Exhibit 4: Performance-Based Stock Option Plan Overview — This exhibit outlines the structure and criteria of a performance-based variation of the Arizona Stock Option and Dividend Equivalent Plan. Conclusion: UGI Corp's Arizona Stock Option and Dividend Equivalent Plan offers employees an opportunity to be rewarded with share-based incentives and potential dividend equivalents. This comprehensive program encompasses various types of stock options and may provide additional benefits like restricted stock units. By aligning employee and shareholder interests, UGI Corp aims to motivate and retain talent while fostering a sense of ownership.