EQUITABLE RESOURCES, INC.
Board of Directors
Deferred Compensation Agreement
THIS AGREEMENT, made and executed this 15th day of December, 1995, by and
between Equitable Resources, Inc., herein designated as "Equitable", and Xxxxxxx
X. Xxxxxxxx, herein designated as the "Participant."
WITNESSETH:
WHEREAS, the Participant is currently a member of the Board
of Directors of Equitable as a Director or an Advisory Director;
and
WHEREAS, Equitable and the Participant desire to defer all of the fees
arising from the above-stated relationship.
NOW, THEREFORE, the parties hereby agree as follows:
Section 1 - Account
1.1) Effective January 1, 1996, the Participant herein elects to defer,
under the terms of this Agreement, all compensation earned for his/her service
as a Director or an Advisory Director of Equitable for the calendar year 1996.
1.2) Equitable shall establish a bookkeeping account, hereinafter referred
to as the "Account", and shall credit to the Account the amounts of the deferred
fees.
1.3) Interest shall be credited to the Account monthly. The rate of
interest shall be the same as the yield for 30-day Treasury Bills applicable to
the first day of such month.
Section 2 - Payment
2.1) All amounts credited to the Account on the Participant's behalf shall
be payable in one lump sum by Equitable to the Participant on January 1, 1997
(date selected by the Participant) but in no event later than sixty (60) days
after the Participant ceases to be a Director or an Advisory Director of
Equitable. Unless a date specific is selected by the Participant, the
distribution will be made within sixty (60) days after the Participant ceases to
be a Director or an Advisory Director of Equitable; provided, however, that
nothing contained in this Section 2.1 shall negate the provisions of Section 2.3
below.
2.2) In the event of the death of the Participant, such payment shall be
made to the Participant's beneficiary. For purposes of the Agreement,
"beneficiary" means any person(s) or trust(s) or combination of these, last
designated by the Participant to receive benefits provided under this Agreement.
Such designation shall be in writing filed with the Compensation Committee of
the Board of Directors (the "Committee") and shall be revocable at any time
through written instrument similarly filed without consent of any beneficiary.
In the absence of any designation, the beneficiary shall be the Participant's
spouse, if surviving, otherwise, all amounts payable hereunder shall be
delivered by Equitable to the executors and administrators of the Participant's
estate for administration as a part thereof.
2.3) For financial reasons, the Participant may apply to the Committee for
withdrawal from the Agreement prior to the Payment Date. Such early withdrawal
shall lie within the absolute discretion of the Committee. Upon approval from
the Committee, and within fifteen (15) days thereafter, the Participant will be
deemed to have withdrawn from the Agreement and a distribution, in the amount
necessary, will be made in a one-time payment. Amounts still payable to the
Participant after the application of this Paragraph 2.3 shall be distributed
pursuant to the foregoing Paragraphs of this Section 2.
Section 3 - Miscellaneous Provisions
3.1) Nothing contained in this Agreement and no action taken pursuant to
the provisions of this Agreement shall create or be construed to create a trust
of any kind, or a fiduciary relationship between Equitable and the Participant,
his/her designated beneficiary or any other person. Any fees deferred under the
provisions of this Agreement shall continue for all purposes to be a part of the
general funds of Equitable. To the extent that any person acquires a right to
receive payment from Equitable under this Agreement, such right shall be no
greater than the right of any unsecured general creditor of Equitable.
3.2) The right of the Participant or any other person to the payment of
deferred fees under this Agreement shall not be assigned, transferred, pledged
or encumbered except by will or by the laws of descent and distribution.
3.3) If the Committee shall find that any person to whom any payment is
payable under this Agreement is unable to care for his/her affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, child, a parent, or a brother
or sister, or to any person deemed by the Committee to have incurred expense for
such person otherwise entitled to payment, in such manner and proportions as the
Committee may determine. Any such payment shall be a complete discharge of the
liabilities of Equitable under this Agreement.
3.4) Nothing contained herein shall be construed as conferring upon the
Participant the right to continue in the service of Equitable as a member of the
Board of Directors.
3.5) This Agreement shall be binding upon and inure to the benefit of
Equitable, its successors and assigns and the Participant and his/her heirs,
executors, administrators and legal representatives.
3.6) Equitable may terminate this Plan at any time. Upon such
termination, the Committee shall dispose of any benefits of the Participant as
provided in Section 2.
Equitable may also amend the provisions of this Plan at any time; provided,
however, that no amendment shall affect the rights of the Participant, or
his/her beneficiaries, to the receipt of payment of benefits to the extent of
any compensation deferred before the time of the amendment.
This Agreement shall terminate when the payment due under this Agreement
is made.
3.7) This Agreement shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
Section 4 - Committee
4.1) The Committee's interpretation and construction of the Agreement, and
the actions thereunder, including the amount or recipient of the payment to be
made therefrom, shall be binding and conclusive on all persons for all purposes.
The Committee members shall not be liable to any person for any action taken or
omitted in connection with the interpretation and administration of this
Agreement unless attributable to his/her own willful misconduct or lack of good
faith.
IN WITNESS WHEREOF, Equitable has caused this Agreement to be executed by
its duly authorized officers and the Participant has hereunto set his/her hand
as of the date first above written.
ATTEST: EQUITABLE RESOURCES, INC.
s/ Xxxxxx X. Xxxxxxx s/ Xxxxxxxxx X. Xxxxx
Vice President and President and
Corporate Secretary Chief Executive Officer
WITNESS: (Participant)
s/ Xxxxxx X. Xxxx s/ Xxxxxxx X.Xxxxxxxx
