Exhibit 10.17
EMPLOYMENT AGREEMENT
This Agreement made this ____ day of ______, 1998 by and between
Equitable Resources, Inc., a Pennsylvania corporation having a business address
at 420 Boulevard of the Allies, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 (Equitable
Resources, Inc. and its subsidiary companies hereinafter collectively known as
the "Company") and ______________________________ ("the Employee").
WITNESSETH
Whereas, Equitable Resources, Inc. ("the Company") is willing to grant
to the Employee certain additional benefits in consideration of the Employee's
agreement to comply with specific post-employment non-competition requirements;
and
Whereas, the Company and the Employee wish to enter into this agreement
to reflect their understanding of those benefits and requirements;
Now therefore, in consideration of the premises and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. If the employment of the Employee with the Company is terminated by
the Company for any reason (other than as the result of a conviction of a
felony, a crime of moral turpitude or fraud, as the result of the Employee's
willful and continuous engagement in conduct which is demonstrably and
materially injurious to the Company, or as the result of a willful refusal by
the Employee to perform his or her job duties in a reasonable manner) or if the
Employee resigns within ninety (90) days of receiving a demotion and/or a
reduction in the Employee's salary, the Employee shall receive, from the date of
termination, in addition to payments to which the Employee is entitled under the
Company's severance pay plan, twelve (12) months of base salary payments at the
Employee's salary level in effect at the time of such termination or prior to
such salary reduction. Such base salary amount shall be paid by the Company to
the Employee in one lump sum payable within thirty (30) days of termination or
resignation hereunder.
2. For a period of twelve (12) months from the termination date of his
or her employment, the Employee will not (i) on his or her own behalf or on
behalf of any company for which he or she works, solicit business from customers
of the Company with whom he or she dealt with when employed by the Company or
from any parties to whom he or she attempted to market the Company's products
and services; (ii) engage in any business activity competitive with any project
or proposed project which has been discussed by the Employee in the course of
his employment with the Company or any project or proposed project with respect
to which the Company has initiated any business activity; (iii) take away or
interfere, or attempt to interfere, with any custom, trade or existing
contractual relations of the Company, including any business project or any
contemplated business project which representatives of the Company have
discussed with any potential participant in such project, or (iv) interfere, or
attempt to interfere with any officer, employee, representative, or agent of the
Company, or induce, or attempt to induce, any of them to leave the employ of the
Company, its successors, assigns, or affiliates, or to violate the terms of
their contracts with the Company, or (v) accept employment with any company,
partnership or other entity engaged in the utility or energy services marketing
business within a fifty (50) mile radius of any location at which the Company
engages in such business.
3. The Company may terminate this Agreement upon twelve (12) months'
prior written notice to the Employee; provided that all provisions of this
Agreement shall apply to any event specified in paragraph 1 or 2 hereof
occurring prior to the expiration of such twelve (12) month period. In any case,
this Agreement shall immediately terminate and be of no further force and effect
if any person, corporation or other entity acquires 20% or more of the Company's
common stock unless such acquisition is approved by a vote of two-thirds of the
Company's Board of Directors as constituted immediately prior to such
acquisition.
4. To the extent that any provision of this Agreement is deemed
unenforceable in any court of law such provision may be modified by such court
to the extent necessary to make this Agreement enforceable.
5. In the event of any controversy, dispute or claim arising out of, or
relating to this Agreement, or the breach thereof, the Company and the Employee
agree that such underlying controversy, dispute or claim shall be settled by
arbitration conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"). The matter shall be heard and decided,
and awards rendered by a panel of three (3) arbitrators (the "Arbitration
Panel"). The Company and the Employee shall each select one arbitrator from the
AAA National Panel of Commercial Arbitrators (the "Commercial Panel") and AAA
shall select a third arbitrator from the Commercial Panel. The award rendered by
the Arbitration Panel shall be final and binding as between the parties hereto
and their heirs, executors, administrators, successors and assigns, and judgment
on the award may be entered by any court having jurisdiction thereof.
6. This Agreement shall inure to the benefit of any successors or
assigns of the Company.
7. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania.
8. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written. This Agreement may not be
changed, amended, or modified, except by a written instrument signed by the
parties.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand, all as of the day and year first above written.
ATTEST: EQUITABLE RESOURCES, INC.
By:
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WITNESS: EMPLOYEE:
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