Common use of Termination Payments and Benefits Clause in Contracts

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her obligations under this Agreement and the Non-Compete Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) of the Non-Compete Agreement, full vesting as of the Separation Date of all stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C attached hereto. The payments provided under this Section 3 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her obligations under this Agreement and Agreement, the Non-Compete Agreement, and the EAWA Employment Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 926,400.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 432,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B C attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C D attached hereto. The payments provided under this Section 3 4 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e4(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 4 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her his obligations under this Agreement and Agreement, the Non-Compete Agreement, and the EAWA Employment Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 1,800,000.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 1,400,334.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B C attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C D attached hereto. g. Pursuant to the Section III.A.i of the Severance Pay Plan, a cash payment equal to $181,730.77, which shall be paid on the last paycheck date of the second full calendar month following the month in which the Separation Date occurs. h. Pursuant to the Section III.A.ii of the Severance Pay Plan, a COBRA subsidy for up to six months following the Separation Date, payable on the terms set forth in the Severance Pay Plan. Employee’s contributory cost for COBRA coverage will be deducted from the lump sum payment described in Section 4(g) of this Agreement and such amount shall cover Employee’s portion of the health care premium for the time period set forth herein. The payments provided under this Section 3 4 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e4(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 4 shall be paid to Employee’s estate. The payments provided under this Section 4 will be made notwithstanding paragraph 20 of Employee’s Executive Alternative Work Arrangement Employment Agreement.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 10 of this Agreement and Employee’s compliance with her his obligations under this Agreement and the Non-Compete Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 $$$ (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 $$$ (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 $$$ (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,00025,000.00, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all stock options, restricted stock, restricted stock units and other time-vesting equity awards held by granted to Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C attached hereto. The payments provided under this Section 3 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 10 of this Agreement and Employee’s compliance with her his obligations under this Agreement and the Non-Compete Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 1,116,150.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 854,294.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C attached hereto. The payments provided under this Section 3 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her his obligations under this Agreement and Agreement, the Non-Compete Agreement, and the EAWA Employment Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 920,000.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 385,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B C attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C D attached hereto. The payments provided under this Section 3 4 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e4(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 4 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 12 of this Agreement and Employee’s compliance with her his obligations under this Agreement and Agreement, the Non-Compete Agreement, and the EAWA Employment Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 1,116,150.24 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 980,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 18,204.72 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) and 3(g) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B C attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C D attached hereto. g. Pursuant to the Section III.A.i of the Severance Pay Plan, a cash payment equal to $193,179.85, which shall be paid on the last paycheck date of the second full calendar month following the month in which the Separation Date occurs. h. Pursuant to the Section III.A.ii of the Severance Pay Plan, a COBRA subsidy for up to six months following the Separation Date, payable on the terms set forth in the Severance Pay Plan. Employee’s contributory cost for COBRA coverage will be deducted from the lump sum payment described in Section 4(g) of this Agreement and such amount shall cover Employee’s portion of the health care premium for the time period set forth herein. i. Pursuant to the Section III.A.iii of the Severance Pay Plan, a cash payment equal to $6,000.00, which shall be paid on the last paycheck date of the second full calendar month following the month in which the Separation Date occurs. The payments provided under this Section 3 4 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e4(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 4 shall be paid to Employee’s estate.

Termination Payments and Benefits. Subject to Employee’s execution of this Agreement, the expiration of the revocation period described in Section 11 of this Agreement and Employee’s compliance with her his obligations under this Agreement and Agreement, the Non-Compete Agreement, and the EAWA Employment Agreement, including the restrictive covenants set forth herein and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and benefits: a. Pursuant to Section 3(a) of the Non-Compete Agreement, a cash payment equal to $933,600.00 1,100,000.00 (i.e., twenty-four (24) months of Employee’s base salary), which shall be paid in a lump sum within 60 days following the Separation Date. b. Pursuant to Section 3(b) of the Non-Compete Agreement, a cash payment equal to $519,266.66 990,000.00 (i.e., two times the average annual incentive (bonus) payment earned by Employee under the Company’s applicable Short-Term Incentive Plan for the three (3) full year period prior to the Separation Date), which shall be paid in a lump sum within 60 days following the Separation Date. Since Employee has not been employed for three (3) full years, the average has been calculated by including, for each partial calendar year of employment with EQT and each calendar year during which Employee was not employed by EQT, the greater of: (i) the Employee’s actual award for such year, and (ii) the Employee’s target annual incentive (bonus) award at the time of termination. c. Pursuant to Section 3(c) of the Non-Compete Agreement, a cash payment equal to $19,563.96 19,564.00 (i.e., the product of (i) twelve (12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage), which shall be paid in a lump sum within 60 days following the Separation Date. d. Pursuant to Section 3(d) of the Non-Compete Agreement, a cash payment equal to $200,000, which shall be paid in a lump sum within 60 days following the Separation Date. e. Pursuant to Section 3(e) of the Non-Compete Agreement, full vesting as of the Separation Date of all value driver-type performance based equity awards, stock options, restricted stock, restricted stock units and other time-vesting equity awards held by Employee as of the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit B C attached hereto. f. Pursuant to Section 3(f) of the Non-Compete Agreement, all performance-vesting equity awards held by Employee as of the Separation Date shall remain eligible to vest to the same extent as if Employee’s employment had not terminated on the Separation Date. Employee acknowledges and agrees that all such awards are reflected on Exhibit C D attached hereto. The payments provided under this Section 3 4 are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 3(e4(e) and (f) above, Employee’s rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this Section 3 4 shall be paid to Employee’s estate. The payments provided under this Section 4 will be made notwithstanding paragraph 20 of Employee’s Executive Alternative Work Arrangement Employment Agreement.