Exhibit
10.18


 


  DIRECTORS’ COMPENSATION  


 


Compensation of
directors is annually reviewed by the Corporate Governance Committee and
approved by the Board.  No compensation is
paid to employee directors for their service as directors.


 


In 2009, the Corporate Governance Committee had engaged Towers Watson, the same compensation consultant used by the
Compensation Committee, to conduct an annual review of the total
compensation for outside directors.  Specifically, retainer fees, meeting fees,
stock-based long-term incentives and insurance were evaluated using, as the
competitive benchmark, levels of total compensation paid to directors of:


 


·                  the 120 general
industry companies that form the Towers Watson US CDB General Industry Database
with Global Corporate Revenue between $1 billion and $3 billion and are
identified in Appendix A; and


·                  the following 24
energy companies which comprise the company’s peer group for the 2010 Executive
Performance Incentive Program:


 




	
  Cabot Oil & Gas Corporation

  	
   

  	
  Penn Virginia Corporation

  
	
  Chesapeake Energy Corporation

  	
   

  	
  Petroleum Development Corporation

  
	
  CNX Gas Corporation

  	
   

  	
  Questar Corporation

  
	
  El Paso Corporation

  	
   

  	
  Range Resources Corporation

  
	
  Enbridge Inc.

  	
   

  	
  REX Energy Corporation

  
	
  Energen Corporation

  	
   

  	
  Sempra Energy

  
	
  EOG Resources, Inc.

  	
   

  	
  Southern Union Company

  
	
  EXCO Resources, Inc.

  	
   

  	
  Southwestern Energy Company

  
	
  Markwest Energy Partners, L.P.

  	
   

  	
  Spectra Energy Corporation

  
	
  MDU Resources Group, Inc.

  	
   

  	
  TransCanada Corporation

  
	
  National Fuel Gas Company

  	
   

  	
  The Williams Companies, Inc.

  
	
  ONEOK, Inc.

  	
   

  	
  XTO Energy, Inc.

  






 


Set forth below is a description
of the compensation of the company’s non-employee directors.


 


Cash Compensation


 


·                                          An annual cash
retainer of $50,500 is paid on a quarterly basis.  The annual cash retainer was increased in October
2009 from $40,000.


·                                          The cash meeting
fee is $1,500 for each Board and committee meeting attended in person.  If a director participates in a meeting by
telephone, the meeting fee is $750.  These
fees are paid on a quarterly basis. 
Prior to October 2009, Committee Chairs were not entitled to Committee
meeting fees.


·                                          For the Audit
Committee Chair, an annual committee chair retainer of $15,000.  For Compensation and Corporate Governance
Committee Chairs, an annual committee chair retainer of $7,500.  These chair retainer fees were increased in
October 2009 from $6,000.  For the
Executive Committee Chair, an annual committee chair retainer of $6,000.  These fees are paid on a quarterly basis.


 


Equity-Based
Compensation 


 


·                                          In 2003, the
company began granting to each director stock units that vested upon award and
that are payable on a deferred basis under the directors’ deferred


 

















 


compensation
plans.  Historically, these awards were
granted in April of each year.  In 2009,
the awards were not granted until November, when 2,640 deferred stock units
were awarded to each non-employee director who was a member of the board at
that time.  The deferred stock units were
historically awarded by the Board annually upon the recommendation of the
Corporate Governance Committee.  In the
future, such awards are expected to be made on a quarterly basis.  Each deferred stock unit is equal in value to
one share of company common stock but does not have voting rights.  Dividends are credited quarterly in the form
of additional stock units.  The value of
the stock units will be paid in cash on the earlier of the director’s death or
termination of service as a director.  


·                                          The non-employee
directors are subject to stock ownership guidelines which require them to hold
shares (or share equivalents, including deferred stock units) with a value
equal to at least three times the annual cash retainer.  Under the guidelines, directors have up to
two years to acquire a sufficient number of shares (or share equivalents,
including deferred stock units) to meet this requirement.  Each of the company’s non-employee directors satisfies
the stock ownership guidelines.


 


Deferred Compensation


 


·                                          The company has a
deferred compensation plan for non-employee directors.  In addition to the automatic deferral of
stock units awarded, non-employee directors may elect to defer up to 100% of
their annual retainer and fees into the 2005 Directors’ Deferred Compensation
Plan and receive an investment return on the deferred funds as if the funds
were invested in company stock or permitted mutual funds.  Prior to the deferral, plan participants must
irrevocably elect to receive the deferred funds either in a lump sum or in
equal installments.  Distributions
commence following termination of service as a director.  The directors’ deferred compensation accounts
are unsecured obligations of the company.  Dr. Behrman, Mr. Cary, Mr. Miles and Mr.
Whalen deferred fees under the plan in 2009. 
The pre-existing Directors’ Deferred Compensation Plan continues to
operate for the sole purpose of administering amounts vested under the plan on
or prior to December 31, 2004.


 


Other


 


·                                          To further the
company’s support for charitable giving, all directors are eligible to
participate in the Matching Gifts Program of the EQT Foundation on the same
terms as company employees.  Under this
program, the EQT Foundation will match gifts of at least $100 made by the
director to eligible charities, up to an aggregate total of $15,000 in any
calendar year.


·                                          Non-employee directors who joined the
Board prior to May 25, 1999 may designate a civic, charitable or educational
organization as beneficiary of a $500,000 gift funded by a life insurance
policy purchased by EQT Corporation.  The
directors do not receive any financial benefit from this program because the
charitable deductions accrue solely to the company.


·                                          The company
reimburses directors for their travel and related expenses in connection with
attending Board meetings and Board-related activities.  The company also provides non-employee
directors with $20,000 of life insurance 


 

















 


and
$250,000 of travel accident insurance while traveling on business for the
company.