AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution • Pennsylvania
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) dated as of the 19th day of February, 2013 (the “Effective Date”) is made by and between EQT CORPORATION, a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and Randall L. Crawford, an individual (the “Employee”). This Agreement amends and restates that certain Change of Control Agreement, dated as of September 8, 2008, between the parties hereto (the “Existing Agreement”), for the purposes of eliminating the Change of Control excise tax gross-up provision of the Existing Agreement.
EQT CORPORATION EQM TSR PERFORMANCE AWARD AGREEMENT Non-transferable G R A N T T O (“Grantee”)Eqm TSR Performance Award Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution
by EQT Corporation (the “Company”) and EQT Midstream Services, LLC (“EQM Services”) of Performance Awards (the “Performance Awards”), representing the right to earn, on a one-for-one basis, common units of limited partner interests (“Common Units”) in EQT Midstream Partners, LP (“EQM”), an affiliate of the Company. The Performance Awards are granted pursuant to and subject to the provisions of the EQT Corporation 2009 Long-Term Incentive Plan, as amended (the “EQT Plan”), the EQT Midstream Services, LLC 2012 Long-Term Incentive Plan (the “EQM Plan”) and the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).
Date] [Name] [Street Address] [City, State, Zip Code] Dear [Name]:Participant Award Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution
Pursuant to the terms and conditions of the EQT Corporation 2009 Long-Term Incentive Plan (the “Plan”), the Management Development and Compensation Committee of the Board of Directors (“Board”) of EQT Corporation (the “Company”) has granted you Non-Qualified Stock Options (the “Options”) to purchase shares of the Company’s common stock as outlined below.
Date] [Name] [Street Address] [City, State, Zip Code] Dear [Name]:Participant Award Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution
Pursuant to the terms and conditions of the EQT Corporation 2009 Long-Term Incentive Plan (the “Plan”) and the 2013 Executive Performance Incentive Program (the “Program”), effective January 1, 2013, the Management Development and Compensation Committee of the Board of Directors of EQT Corporation (the “Company”) grants you [__] Target Share Units (the “Award”), the value of which is determined by reference to the Company’s common stock. The terms and conditions of the Award, including, without limitation, vesting and distribution, shall be governed by the provisions of the Program document attached hereto as Exhibit A, provided that the Award is also subject to the terms and limits included within the Plan. The Compensation Committee retains the discretion to distribute the Award in cash, Company stock or any combination thereof.
PARTICIPANT AWARD AGREEMENTParticipant Award Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution
On [_______], you were awarded [__] fully-vested stock units under the EQT Corporation 2009 Long-Term Incentive Plan (the “LTIP”), which have been credited to a subaccount of your Phantom Stock Account (the “2013 Phantom Award Subaccount -- Stock”) under Article IV of the 2005 Directors’ Deferred Compensation Plan (the “Deferred Compensation Plan”). Capitalized terms used herein and not otherwise defined have the meanings given such term in the LTIP and/or the Deferred Compensation Plan (the “Plans”), as appropriate.
EQT CORPORATION Non-transferable G R A N T T O (“Grantee”)EQT Corp • February 21st, 2013 • Natural gas transmisison & distribution
by EQT Corporation (the “Company”) of Performance Awards (the “Performance Awards”), representing the right to earn, on a one-for-one basis, shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the provisions of the EQT Corporation 2009 Long-Term Incentive Plan, as amended (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).
PARTICIPANT AWARD AGREEMENTParticipant Award Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution
On [________], you were awarded [__] fully-vested stock units under the EQT Corporation 2009 Long-Term Incentive Plan (the “LTIP”), which have been credited to your Phantom Stock Account under Article IV of the 2005 Directors’ Deferred Compensation Plan (the “Deferred Compensation Plan”). Capitalized terms used herein and not otherwise defined have the meanings given such term in the LTIP and/or the Deferred Compensation Plan (the “Plans”), as appropriate.
