Rhode Island Stock Option and Dividend Equivalent Plans (RI SO DEP) Introduction: The Rhode Island Stock Option and Dividend Equivalent Plan (RI SO DEP) refers to a comprehensive compensation program offered by UGI Corporation, a leading gas and electric utility company. This plan is designed to provide eligible employees with opportunities to acquire UGI stock options and dividend equivalents, allowing them to participate in the company's growth and success. The plan presents attractive benefits in the form of financial incentives, fostering employee motivation, loyalty, and long-term commitment. Types of RI SO DEP: 1. Stock Option Plan: The UGI Corporation's Stock Option Plan is a key component of the RI SO DEP. This plan grants eligible employees the right to purchase UGI common stock at a predetermined price, known as the strike price. The stock options typically have a vesting period, after which employees can exercise their options. This allows employees to profit from the difference between the stock's market price and the strike price, promoting alignment between individual and company performance. 2. Dividend Equivalent Plan: The Dividend Equivalent Plan (DEP) offered under the Rhode Island Stock Option and Dividend Equivalent Plans allows eligible employees to receive cash equivalents for dividends that would be payable if the employee's stock options had been converted into actual UGI stock. The DEP enhances the value of the stock options by providing participants with additional financial benefits, mimicking the income stream typically received from holding UGI stock directly. Benefits and Features: a. Employee Participation: The RI SO DEP aims to increase employee participation and engagement in the company's success by offering stock options and dividend equivalents. This helps align employees' interests with those of UGI shareholders, fostering a sense of ownership and motivation. b. Long-Term Focus: By offering stock options and dividend equivalents, UGI encourages employees to take a long-term perspective on the company's growth and performance. Stock options usually have a vesting period, incentivizing employees to stay with the company and contribute to its long-term success. c. Financial Incentives: The RI SO DEP provides employees with the potential for financial gains through the appreciation of UGI stock and dividend equivalent payments, leading to increased loyalty and motivation. This can also help attract and retain talented individuals looking for competitive compensation packages. Exhibits: 1. Sample Stock Option Agreement: Included in the exhibit section is a sample Stock Option Agreement that outlines the terms and conditions for eligible employees to acquire UGI stock options. It provides details on the strike price, vesting period, exercise period, and other relevant information. 2. Dividend Equivalent Calculation Example: Another exhibit highlights a sample calculation of dividend equivalents that eligible employees would receive under the RI SO DEP. This example illustrates how the DEP provides additional financial benefits linked to the underlying stock options. Conclusion: The Rhode Island Stock Option and Dividend Equivalent Plan offered by UGI Corporation combines stock options and dividend equivalents to incentivize employees, align their interests with the company's success, and promote long-term commitment. Through this comprehensive compensation program, UGI aims to foster employee loyalty, motivation, and engagement while providing attractive financial incentives for participating employees.