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Amerigas Propane Executive Employee Severance Plan

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Sectors: Retail
Effective Date: January 27, 1997
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AMERIGAS PROPANE, INC.


EXECUTIVE EMPLOYEE


SEVERANCE PAY PLAN


2


TABLE OF CONTENTS


Article No. Page No.


I. Purpose and Term of Plan..................................................... 2 II. Definitions.................................................................. 3 III. Participation and Eligibility for Benefits................................... 5 IV. Benefit...................................................................... 6 V. Method and Duration of Benefit Payments...................................... 9 VI. Administration............................................................... 10 VII. Amendment and Termination.................................................... 12 VIII. Duties of the Company........................................................ 12 IX. Claims Procedures............................................................ 12 X. Miscellaneous................................................................ 14 Signatures.......................................................................... 16


3


ARTICLE I


PURPOSE AND TERM OF PLAN


Section 1.01 Purpose of the Plan. The AmeriGas Propane, Inc. Executive Employee Severance Pay Plan (the "Plan"), as set forth herein, is intended to alleviate, in part or in full, financial hardships which may be experienced by certain of those employees of the Company whose employment is terminated without fault in recognition of their past service to the Company. In essence, benefits under the Plan are intended to be additional compensation for past services or for the continuation of specified fringe benefits for a transitional period. The amount or kind of benefit to be provided is to be based on the Executive Employee's Compensation, as defined in Section 2.09 hereof, or the fringe benefit programs applicable to the Participant, at the Participant's Employment Termination Date, as defined in Section 2.11 hereof. The Plan is not intended to be included in the definitions of "employee pension benefit plan" and "pension plan" set forth under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Rather, this Plan is intended to meet the descriptive requirements of a plan constituting a "severance pay plan" within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, ss. 2510.3-2(b). Accordingly, the benefits paid by the Plan are not deferred compensation.


Section 1.02 Term of the Plan. The Plan will continue until such time as the Company, acting in its sole discretion, elects to modify, supersede or terminate it in accordance with the further provisions hereof.


-2- 4


ARTICLE II


DEFINITIONS


Section 2.01 "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange of 1934, as amended.


Section 2.02 "Benefit" or "Benefits" shall mean any or all of the benefits that a Participant is entitled to receive pursuant to Article IV of the Plan.


Section 2.03 "Board of Directors" shall mean the Board of Directors of AmeriGas Propane, Inc., or any successor thereto.


Section 2.04 "Chairman of the Board" shall mean the individual serving as the Chairman of the Board of Directors of AmeriGas Propane, Inc. as of the date of reference.


Section 2.05 "Change of Control" shall mean a change of control as defined in the form of the AmeriGas Propane, Inc. Change of Control Agreement set forth in Appendix A hereto and as amended.


Section 2.06 "Chief Executive Officer" shall mean the individual serving as the Chief Executive Officer of AmeriGas Propane, Inc. as of the date of reference.


Section 2.07 "Committee" shall mean the administrative committee designated pursuant to Article VI of the Plan to administer the Plan in accordance with its terms.


Section 2.08 "Company" shall mean AmeriGas Propane, Inc., a Pennsylvania corporation. The term "Company" shall include any successor to AmeriGas Propane, Inc. or any subsidiary or Affiliate, which has adopted the Plan, or a corporation succeeding to the business of AmeriGas Propane, Inc., or any subsidiary or Affiliate, by merger, consolidation or liquidation or purchase of assets or stock or similar transaction.


Section 2.09 "Compensation" shall mean the Participant's annual base salary and applicable target annual bonus amount, if any, in effect on the first day of the calendar quarter immediately preceding the Participant's Employment Termination Date.


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Section 2.10 "Employment Commencement Date" shall mean the most recent day on which a Participant became an employee of the Company, any Affiliate of the Company, or any entity whose business or assets have been acquired by the Company, its Affiliates or by any predecessor of such entities, unless the Committee determines to give credit for prior service, if any.


Section 2.11 "Employment Termination Date" shall mean the date on which the current employment relationship between the Participant and the Company is terminated.


Section 2.12 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.


Section 2.13 "Executive Employee" shall mean any individual employed by the Company at grade level thirty-six (36) or higher.


Section 2.14 "Just Cause" shall mean dismissal due to misappropriation of funds, substance abuse, habitual insobriety, conviction of a crime involving moral turpitude, or gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries and Affiliates taken as a whole. Disputes with respect to whether Just Cause exists shall be resolved in accordance with Article IX.


Section 2.15 "Participant" shall mean any Executive Employee.


Section 2.16 "Plan" shall mean the AmeriGas Propane, Inc. Executive Employee Severance Pay Plan, as set forth herein, and as the same may from time to time be amended.


Section 2.17 "Plan Year" shall mean each fiscal year of the Company during which this Plan is in effect.


Section 2.18 "Salary Continuation Period" shall equal one business day for each month which is included in the Participant's Years of Service plus the number of months of paid notice under Section 4.01(c) to a maximum of fifteen (15) months (eighteen (18) months in the case of the Chief Executive Officer).


Section 2.19 "Year of Service" shall mean each twelve-month period (or part thereof) beginning on the Executive Employee's Employment Commencement Date and ending on each anniversary thereof. Additional Years


-4- 6 of Service based on earlier employment with the Company, any Affiliate of the Company or any entity whose business or assets have been acquired by the Company, its Affiliates or by any predecessor of such entities, shall be counted only if permitted by the Committee.


ARTICLE III


PARTICIPATION
AND ELIGIBILITY FOR BENEFITS


Section 3.01 General Eligibility Requirement. In order to receive a Benefit under this Plan, a Participant's employment must have been terminated by the Company other than for Just Cause, death, or continuous illness, injury or incapacity for a period of six consecutive months.


Section 3.02 Substantially Comparable Employment. In the absence of a Change of Control, notwithstanding anything herein to the contrary, no Benefits shall be due hereunder in connection with the disposition of a business, division, or Affiliate by the Company or an Affiliate if substantially comparable terms of employment, as determined by the Committee, have been offered by the transferee; provided, however, that the Committee, in such situation, may determine to have the Company provide any of the Benefits.


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ARTICLE IV


BENEFIT


Section 4.01 Amount of Immediate Cash Benefit. The cash amount to be paid to a Participant eligible to receive Benefits under Section 3.01 hereof, shall be paid in a lump sum as provided in Section 5.01 hereof and shall equal the sum of the following, except that any payment under paragraph (b) below that is based on annual financial performance will be excluded from the lump sum payment and paid separately as provided below:


(a) An amount equal to the Participant's vacation
entitlement, including banked vacation time, and personal
holidays through the end of the Participant's Salary
Continuation Period;


(b) An amount equal to the Participant's annual
target bonus amount under the applicable annual bonus
plan (or its successor) for the current Plan Year
multiplied by the number of months elapsed in the current
Plan Year to his or her Employment Termination Date and
divided by twelve (12), together with any amounts
previously deferred by the Participant under such plan
(with interest thereon at the rate prescribed by such
plan) as well as any amounts due from the prior year
under such plan but not yet paid, provided, however, that
if the Employment Termination Date occurs in the last two
(2) months of the fiscal year, in lieu of the payment
described above, the amount to be paid pursuant to this
clause (b) shall be determined and paid after the end of
the fiscal year in accordance with the terms and
conditions of the applicable annual bonus plan as though
the Participant were still an Employee, except that the
weighting to be applied to the Participant's
business/financial performance goals under the annual
bonus plan will be deemed to be 100%; provided further,
however, that in the discretion of the Chief Executive
Officer, the amount payable pursuant to this paragraph
(b) may be computed in all cases for Employment
Termination Dates occurring during the first ten
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