Exhibit 10.18
(c)


 


NONCOMPETE AGREEMENT


 


This Agreement is made as of
December 1, 1999 by and between Equitable Resources, Inc., a Pennsylvania
corporation (Equitable Resources, Inc, and its majority-owned subsidiaries are
hereinafter collectively referred to as the “Company”), and Randall L.
Crawford (the “Employee”).


 


WITNESSETH:


 


WHEREAS, in order to protect the
business and goodwill of the Company, the Company desires to obtain certain
non-competition covenants from the Employee and the Employee desires to agree
to such covenants in exchange for the Company’s agreement to pay certain
severance benefits in the event that the Employee’s employment with the Company
is terminated in certain events; and


 


WHEREAS, the Employee is willing
to enter into this Agreement, which contains, among other things, specific
non-competition agreements, in consideration of the simultaneous execution by
the Company and the Employee of a new Change of Control Agreement (the “Change
of Control Agreement”), which enhances and clarifies in certain respects the
benefits that the Company will pay to the Employee if the Employee’s employment
with the Company is terminated in certain events following a charge of control
of the Company.


 


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 Cause (as defined below) or
if the Employee terminates his or her  employment with the Company for Good
Reason (as defined below), the .C6mpany shall pay the Employee, from the date
of termination, in addition to any payments to which the Employee is entitled
under the Company’s severance pay plan, twelve (12) months of base salary at
the Employee’s annual base salary level in effect at the time of such
termination or immediately prior to the salary reduction that serves as the
basis for termination for Good Reason.  Employee will also be entitled to twelve (12) months of health
benefits continuation and outplacement assistance for a period not to exceed
six (6) months.  Such base salary amount
shall be paid by the Company to the Employee in one lump sum payable within
thirty (30) days after the Employee’s termination or resignation
hereunder.  Solely for purposes of this
Agreement, “Cause” shall mean (i) a conviction of a felony, a crime of
moral turpitude or fraud, (ii) the Employee’s willful and continuous
engagement in conduct which is demonstrably and materially injurious to the
Company, or (iii) the willful and continued refusal by the Employee to
perform the duties of his or her position in a reasonable manner for thirty
(30) days after written notice is given to the Employee by the Company
specifying in reasonable detail the nature of the deficiency in the Employee’s
performance Solely for purposes of this Agreement, termination for “Good
Reason” shall mean termination of employment by the Employee within ninety (90)
days after (i) being demoted, or (ii) being given notice of a
reduction in his or her annual base salary (other than a reduction of not more
than 10% applicable to all senior officers of the Company).


 

















 


2.             While the Employee is employed by the Company and for a
period of six (6) months after date of Employee’s termination of employment
with Company for any reason, the Employee shall not (i) directly or
indirectly engage, whether as an employee, consultant, partner, owner, agent,
stockholder, officer, director or otherwise, alone or in association with any
other person or entity, in (A) the oil or natural gas transmission and
distribution business anywhere in the United States east of the Rocky Mountains
except that the restriction as to the regulated distribution of oil and natural
gas shall be limited to the markets in which the Company conducted such
business or contemplated (with the Employee’s knowledge) conducting such
business at the time of the termination of Employee’s employment, or (B) any
business activity that competes with any project or proposed project which was
discussed by or with the Employee in the course of his or her employment with
the Company or any project or proposed project with respect to which the
Company initiated any business activity during the course of his or her
employment (for purposes of this subsection (i) employment or engagement
by a customer of the Company to provide or manage services that are provided by
the Company shall be deemed to violate this subsection (i)); (ii) directly
or indirectly on his or her own behalf or on behalf of any other person or
entity contact (A) any customer of the Company with whom he or she had
contact while employed by the Company, or (B) any person or entity to whom
he or she attempted to market the Company’s products and services while
employed by the Company, in either case, for the purpose of soliciting the
purchase of any product or service that competes with any product or service
offered by the Company or which was considered to be offered by the Company
while the Employee was employed by the Company; (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) directly
or indirectly on his or her own behalf or on behalf of any other person or
entity solicit or induce, or cause any other person or entity to solicit or
induce, or attempt to induce, any employee or consultant to leave the employ of
or engagement by the Company or its successors, assigns, or affiliates, or to
violate the terms of their contracts with the Company.


 


3.             The Company may terminate this Agreement by giving
twelve (12) months’ prior written notice to the Employee; provided that all
provisions of this Agreement shall apply if any event specified in
sections 1 or 2 occurs prior to the expiration of such twelve (12) month
period.  Notwithstanding anything in
this Agreement to the contrary, this Agreement shall immediately terminate and
be of no further force and effect upon the occurrence of a “Change of Control”
as such term is defined in the Change of Control Agreement and neither the
Company nor the Employee shall be bound by the terms of this Agreement
following a Change of Control as so defined.


 


4.             The provisions of this Agreement are severable.  To the extent that any provision of this
Agreement is deemed unenforceable in any court of law the parties intend that
such provision be construed by such court in a manner to make it enforceable.


 


5.             The Employee acknowledges and agrees  that: 
(i) this Agreement is necessary for the protection of the
legitimate business interests of the Company; (ii) the restrictions
contained in this Agreement are reasonable; (iii) the Employee has no
intention of competing with the Company within the limitations set forth above;
(iv) the Employee acknowledges and warrants that Employee believes that
Employee will be fully able to earn an adequate likelihood for Employee and
Employee’s dependents if the covenant not to compete contained in this
Agreement is enforced against the Employee; and (v) the Employee has
received adequate and valuable consideration for entering into this Agreement.


 


6.             The Employee stipulates and agrees that any breach of
this Agreement by the Employee will result in immediate and irreparable harm to
the Company, the amount of which will be extremely difficult to ascertain, and
that the Company could not be reasonably or


 


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adequately compensated by
damages in an action at law.  For these
reasons, the Company shall have the right, without objection from the Employee,
to obtain such preliminary, temporary or permanent mandatory or restraining
injunctions, orders or decrees as may be necessary to protect the Company
against, or on account of, any breach by the Employee of the provisions of
Section 2 hereof.  In the event the
Company obtains any such injunction, order, decree or other relief, in law or
in equity, (i) the duration of any violation of Section 2 shall be
added to the six (6) month restricted period specified in Section 2, and
(ii) the Employee shall be responsible for reimbursing the Company for all
costs associated with obtaining the relief, including reasonable attorneys’
fees and expenses and costs of suit. 
Such right to equitable relief is in addition to the remedies the
Company may have to protect its rights at law, in equity or otherwise.


 


7.             This Agreement (including the covenant not to compete
contained in Section 2) shall be binding upon and inure to the benefit of
the successors and assigns of the Company.


 


8.             This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.  For the purpose of any suit, action or
proceeding arising out of or relating to this Agreement, Employee irrevocably
consents and submits to the jurisdiction and venue of any state or federal
court located in Allegheny County, Pennsylvania.  Employee agrees that service of the summons and complaint and all
other process which may be served in any such suit, action or proceeding may be
effected by mailing by registered mail a copy of such process Employee at the
addresses set forth below.  Employee
irrevocably waives any objection which they may now or hereafter have to the
venue of any such suit, action or proceeding brought in such court and any claim
that such suit, action or proceeding brought in such court has been brought in
an inconvenient forum and agrees that service of process in accordance with
this Section will be deemed in every respect effective and valid personal
service of process upon Employee. 
Nothing in this Agreement will be construed to prohibit service of
process by any other method permitted by law. 
The provisions of this Section will not limit or otherwise affect the
right of the Company to institute and conduct an action in any other
appropriate manner, jurisdiction or court. 
The Employee agrees that final judgment in such suit, action or
proceeding will be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law.


 


9.             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 (other than the Change of
Control Agreement).  This Agreement may
not be changed, amended, or modified, except by a written instrument signed by
the parties.


 


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IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed by its officers thereunto dully
authorized, and the Employee has hereunto set his hand, all as of the day and
year first above written.


 


	
  ATTEST:

  	
   

  	
  EQUITABLE RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Jean F. Marks

  	
   

  	
  By:

  	
  /s/ Gregory R. Spencer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David J. Smith

  	
   

  	
  By:

  	
  /s/ Randall L. Crawford

  



 


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