Tennessee Stock Option and Dividend Equivalent Plan: A Comprehensive Overview of UGI Corp. Introduction: UGI Corp., a prominent energy distribution and services company, offers its employees attractive incentives through the Tennessee Stock Option and Dividend Equivalent Plan. This plan provides eligible employees a unique opportunity to acquire UGI stock options and dividend equivalents. In this article, we will delve into the details of this plan, examining the various types of stock options and dividend equivalents available to UGI Corp. employees in Tennessee. 1. Tennessee Stock Option Plan: The Tennessee Stock Option Plan forms an integral part of UGI Corp.'s compensation program. Under this plan, eligible employees in Tennessee can acquire stock options, enabling them to purchase UGI Corp. common stock at a fixed price over a predetermined period. The stock options granted are subject to certain terms and conditions defined by the corporation. Exhibit 1: Example of UGI Corp.'s Tennessee Stock Option Grant Agreement 2. Tennessee Dividend Equivalent Plan: The Tennessee Dividend Equivalent Plan is another attractive feature of UGI Corp.'s compensation package. This plan offers eligible employees the opportunity to receive cash payments equivalent to the dividends payable on UGI Corp. common stock. Dividend equivalents are typically distributed upon vesting of the stock options and are subject to specific terms laid out by UGI Corp. Exhibit 2: Illustrative Sample of UGI Corp.'s Dividend Equivalent Agreement 3. Types of Stock Option Grants: Within the Tennessee Stock Option and Dividend Equivalent Plan, UGI Corp. offers different types of stock option grants to its employees: a) Incentive Stock Options (SOS): SOS provide employees with tax advantages, as they can be eligible for favorable tax treatment upon exercise and sale. To qualify for SOS, certain conditions defined by the Internal Revenue Code must be met. UGI Corp. adheres to these regulations while granting SOS to eligible Tennessee employees. b) Non-Qualified Stock Options (Nests): Nests offer employees flexibility and generally do not qualify for the same favorable tax treatment as SOS. However, Nests present an excellent opportunity for employees seeking to acquire UGI Corp. common stock without adhering to the strict regulations applicable to SOS. 4. The Vesting Schedule: UGI Corp.'s stock options and dividend equivalents granted under the Tennessee Stock Option and Dividend Equivalent Plan typically follow a structured vesting schedule. The vesting period defines the length of time an employee must wait to exercise their stock options or receive dividend equivalents. The company outlines the vesting schedule for each employee's grant, fostering long-term commitment and ensuring alignment with corporate goals. Conclusion: UGI Corp.'s Tennessee Stock Option and Dividend Equivalent Plan serves as a remarkable incentive for employees by offering them the chance to acquire UGI Corp. common stock and receive cash payments equivalent to dividends. Through different types of stock option grants and dividend equivalents, UGI Corp. motivates its Tennessee workforce, reinforcing their dedication and commitment to the company's growth and success. Exhibit 3: UGI Corp.'s Tennessee Stock Option and Dividend Equivalent Plan Summary Exhibit 4: UGI Corp.'s Tennessee Stock Option Grant Schedule Exhibit 5: UGI Corp.'s Tennessee Dividend Equivalent Payment Schedule.