April 22, 2019 Dear Gary E. Gould:
(2019 Incentive PSU Program Inducement Award)
April 22, 2019
Dear Xxxx X. Xxxxx:
Effective April 22, 2019, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of EQT Corporation (the “Company”) grants you 61,160 Target Performance Share Units (the “Award”), the value of which is determined by reference to the Company’s common stock. Although the Award is granted under the “employment inducement award” exception of Section 303A.08 of the New York Stock Exchange Listed Company Manual and not under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”) or the 2019 Incentive Performance Share Unit Program (the “Program”), the Award shall be administered in accordance with all terms and conditions of the Plan that apply to restricted stock units (other than Section 4 thereof) and the Program, which are incorporated into and made a part of this Participant Award Agreement, to the same extent as if the Award had been granted under the Plan and the Program and shall be treated for all purposes under any written employment-related agreement with Grantee as if such Award had been granted under the Plan and the Program. Without limiting the generality of the foregoing, the terms and conditions of the Award, including, without limitation, vesting and distribution, shall be governed by the provisions of this Participant Award Agreement and the Program document attached hereto as Exhibit A; provided that the Award is also subject to the terms and limits included within the Plan. As approved, the Award will be settled in shares of Company common stock; however, the Committee retains the discretion to settle the Award in cash, Company stock or any combination thereof.
In the event of any actual or alleged conflict between (a) the provisions of the Plan and the provisions of this Participant Award Agreement, the provisions of the Plan shall be controlling and determinative, and (b) the provisions of this Participant Award Agreement and the terms of any written employment-related agreement that you have with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), the terms of such employment-related agreement shall be controlling and determinative.
You may access important information about the Company and the Plan through the Company’s website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which can be found at xxx.xxxxxxxxxxx.xxxxxxxx.xxx, and clicking on the “Stock Plans” tab and then following the prompts for your Plan documents. Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to the Company’s shareholders can be found at xxx.xxx.xxx by clicking on the “Investors” link on the main page and then “SEC Filings.” Paper copies of such documents are available upon request made to the Company’s Corporate Secretary.
Your Award under the Program will be effective only if, no later than 45 days after the date of this Participant Award Agreement, (a) you accept your Award through the Fidelity NetBenefits website, (b) to the extent you are not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, you execute a confidentiality, non-solicitation and non-competition agreement acceptable to the Company, and (c) if the Company has requested that you sign an amendment to your existing confidentiality, non-solicitation and non-competition agreement with the Company, you execute the requested amendment.
When you accept your Award through the Fidelity NetBenefits website, you shall be deemed to have (a) acknowledged receipt of this Award granted on the date of this Participant Award Agreement (the terms of which are subject to the terms and conditions of this Participant Award Agreement, the Program document and the Plan) and copies of this Participant Award Agreement, the Program document and the Plan, and (b) agreed to be bound by all the provisions of this Participant Award Agreement, the Program document and the Plan.
