Exhibit 10.01(t)


 


EQT CORPORATION


 


2010 
STOCK  INCENTIVE  AWARD  AGREEMENT


 


Non-transferable


 


 


G R A N T   T
O


 


_______________________________


(“Grantee”)


 


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 (“Shares”), 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”).  


 


The target number of Shares subject to this award is ____________ (as
more fully described herein, the “Target Award”).  Depending on the Company’s level of
attainment of a specified performance goal for the one-year period beginning
January 1, 2010 and ending December 31, 2010, and Grantee’s continued
employment with the Company or its Affiliates through the third anniversary of
the Grant Date, Grantee may earn and vest in 0% to 300% of the Target Award, in
accordance with Exhibit A and the terms of this Agreement.  


 


By accepting this award, Grantee shall be deemed to have agreed to the
terms and conditions of this Agreement and the Plan.  


 


IN
WITNESS WHEREOF, EQT Corporation, acting by and through its duly authorized
officers, has caused this Agreement to be executed as of the grant date
indicated below (the “Grant Date”).


 


	
  EQT Corporation

  	
  Grant Date: January 1, 2010

  
	
   

  	
   

  
	
   

  	
  Accepted by Grantee:

  
	
  By: 

  	
  *SAMPLE DOCUMENT*

  	
   

  	
   

  
	
  Its:

  	
  Authorized Officer

  	
  *SAMPLE DOCUMENT*

  
				



 

















 


2010 Stock Incentive Award


 


TERMS AND
CONDITIONS


 


1.      Defined Terms.  Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.  In addition, and notwithstanding
any contrary definition in the Plan, for purposes of this Agreement:


 


(a)                   “Confirmation Date” means the date of the
Committee’s certification of achievement of the Threshold Performance Goal,
determination of the Performance Multiplier and approval of the Confirmed
Performance Awards, but no later than March 15, 2011.


 


(b)                   “Confirmed Performance Awards” means the
number of Performance Awards (rounded to the nearest whole share) equal to the
Target Award times the Performance Multiplier, as determined by the Committee
on the Confirmation Date; provided however,
that if a Change of Control occurs before December 31, 2010 and while Grantee
remains employed, the number of Confirmed Performance Awards shall equal the
Target Award, regardless of the Threshold Performance Goal or any other
performance considerations.  The term
“Confirmed Performance Awards” shall also include any Performance Awards
converted from dividend equivalents after the Confirmation Date pursuant to
Section 4 below.


 


(c)                   “Performance Multiplier” means the
percentage, from 0% to 300%, that will be applied to the Target Award to
determine the maximum number of Performance Awards that may ultimately vest and
convert to Common Stock based on Grantee’s continued service through the
Vesting Date, as more fully described in Exhibit A hereto.


 


(d)                   “Performance Period” means the calendar
year ending on December 31, 2010.


 


(e)                   “Pro Rata Amount” is defined in Section 2
of this Agreement.


 


(f)                     “Target Award” means the number of
Performance Awards indicated on the cover page hereof as being the original
Target Award, plus any Performance Awards converted from dividend equivalents
on the Target Award prior to the Confirmation Date or a Change of Control
pursuant to Section 4 below.


 


(g)                   “Threshold Performance Goal” means the
level of 2010 EBITDA, as indicated on Exhibit A hereto, that must be
achieved in order for any Performance Awards to be earned by Grantee pursuant
to this Agreement (absent a Change of Control occurring before December 31,
2010).


 


(h)                   “Vesting Date” is defined in Section 2 of
this Agreement.


 


(i)                       “2010 EBITDA” means the Company’s
earnings before interests, taxes, depreciation and amortization for the fiscal
year ending December 31, 2010, calculated using a fixed gas price equal to the
price per mcfe used in the Company’s 2010 business plan and otherwise on a
basis consistent with the headquarter short-term incentive plan. 


 


2.   Earning and Vesting of Performance Awards.  The Performance Awards have been credited to
a bookkeeping account on behalf of Grantee and do not represent actual Shares
of Common Stock.  The Performance Awards
represent the right to earn and vest in up to 300% of the Target Award, payable
in Shares of Common Stock at the Vesting Date, depending on (i) the Company’s
attainment of the Threshold Performance Goal and the application of the
Performance Multiplier to the Target Award on the Confirmation Date (or the
occurrence of a Change of Control before December 31, 2010, as the case may be),
and (ii) Grantee’s continued employment with the Company or its Affiliates
through the Vesting Date.  Any Performance
Awards that do not become Confirmed Performance Awards will immediately be forfeited
to the Company without further consideration or any act or action by Grantee.  


 


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2010 Stock Incentive Award


 


Confirmed
Performance Awards, if any, will vest and become non-forfeitable on the
earliest to occur of the following (the “Vesting Date”):


 


(a)                   the third anniversary of the Grant Date,
provided Grantee has continued in the employment of the Company, its
Affiliates, and/or its Subsidiaries through such date, or


 


(b)                   the occurrence of a Change of Control,
provided Grantee has continued in the employment of the Company, its
Affiliates, and/or its Subsidiaries through such date, or


 


(c)                   as to the Pro Rata Amount only, the
termination of Grantee’s employment on or after January 1, 2011 under the
circumstances described in the following sentence. 


 


If Grantee’s employment
is terminated involuntary and without fault on Grantee’s part (including without
limitation termination resulting from death or Disability), the Confirmed
Performance Awards will vest as follows (such percentage of Confirmed
Performance Awards then vesting is defined as the “Pro Rata Amount”): 


 


	
  Termination
  Date 

  	
    

  	
  Percent Vested 

  
	
  Prior to January 1,
  2011

  	
    

  	
  0%

  	
   

  
	
  January 1, 2011 through
  December 31, 2011 

  	
    

  	
  25%

  	
   

  
	
  January 1, 2012 through
  December 31, 2012

  	
    

  	
  50%

  	
   

  



 


In
the event Grantee’s employment terminates for any other reason, including
retirement, at any time prior to the Vesting Date, all of Grantee’s Performance
Awards will immediately be forfeited to the Company without further
consideration or any act or action by Grantee.


 


3.  Conversion
to Common Stock.  Unless forfeited
prior to the Vesting Date as provided in Section 2 above, the Confirmed
Performance Awards will be converted on the Vesting Date to actual Shares of Common
Stock.  Such Shares will be registered in
Grantee’s name on the books of the Company as of the Vesting Date and will be made
available to Grantee thereafter, in certificated or uncertificated form, as
Grantee shall direct.  


 


4.  Dividend Equivalents.  If and when dividends or other distributions
are paid with respect to the Common Stock while the Performance Awards are
outstanding, the dollar amount or fair market value of such dividends or
distributions with respect to the number of Shares of Common Stock then
underlying the Performance Awards shall be converted into additional Performance
Awards in Grantee’s name, based on the Fair Market Value of the Common Stock as
of the date such dividends or distributions were payable, and such additional Performance
Awards shall be subject to the same performance and time-vesting conditions and
transfer restrictions as apply to the Performance Awards with respect to which
they relate.  


 


5.      Restrictions on Transfer and Pledge.  No right or interest of Grantee in the
Performance Awards may be pledged, encumbered, or hypothecated or be made
subject to any lien, obligation, or liability of Grantee to any other party
other than the Company or an Affiliate or Subsidiary.  Except as provided in the Plan, the
Performance Awards may not be sold, assigned, transferred or otherwise disposed
of by Grantee other than by will or the laws of descent and distribution.  The designation of a beneficiary shall not
constitute a transfer.


 


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2010 Stock Incentive Award


 


6.      Limitation of Rights. 
The Performance Awards do not confer to Grantee or Grantee’s
beneficiary, executors or administrators any rights of a shareholder of the
Company unless and until Shares are in fact registered to or on behalf of such
person in connection with the Performance Awards.  Grantee shall not have voting or any other
rights as a shareholder of the Company with respect to the Performance Awards.  Upon conversion of the Performance Awards
into Shares, Grantee will obtain full voting and other rights as a shareholder
of the Company.  


 


7.      Payment of Taxes.  The Company or any Affiliate or Subsidiary
employing Grantee has the authority and the right to deduct or withhold, or
require Grantee to remit to the employer, an amount sufficient to satisfy
federal, state, and local taxes (including Grantee’s FICA obligation) required
by law to be withheld with respect to any taxable event arising as a result of
the Performance Awards.  With respect to
withholding required upon any taxable event arising as a result of the
Performance Awards, the employer may satisfy the tax withholding requirement by
withholding Shares having a Fair Market Value as of the date that the amount of
tax to be withheld is to be determined as nearly equal as possible to (but no
more than) the total minimum statutory tax required to be withheld  The obligations of the Company under this
Agreement will be conditional on such payment or arrangements, and the Company,
and, where applicable, its Affiliates or Subsidiaries will, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to Grantee.


 


8.      Plan Controls. 
This Agreement and Grantee’s rights hereunder are subject to all the
terms and conditions of the Plan, as the same may be amended from time to time,
as well as to such rules and regulations as the Committee may adopt for
administration of the Plan.  It is
expressly understood that the Committee is authorized to interpret and
administer the Plan and this Agreement, and to make all decisions and determinations
as it may deem necessary or advisable for the administration thereof, all of
which shall be final and binding upon Grantee and the Company.  In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and
determinative.  Any conflict between this
Agreement and the terms of a written employment agreement with Grantee that has
been approved, ratified or confirmed by the Committee or the Board prior to the
Grant Date shall be decided in favor of the provisions of such employment
agreement.


 


9.      Relationship to Other Benefits.  The Performance Awards shall not affect the
calculation of benefits under the Company’s qualified retirement plans or any
other retirement or compensation plan or program of the Company, except to the
extent specially provided in such other plan or program.  Nothing herein shall prevent the Company from
maintaining additional compensation plans and arrangements, provided however
that no payments shall be made under such plans and arrangements if the effect
thereof would be the payment of compensation otherwise payable under this Agreement
regardless of whether the Threshold Performance Goal was attained.


 


10.     Amendment.  Subject to the terms of the Plan, this
Agreement may be modified or amended by the Committee; provided that no such
amendment shall materially and adversely
affect the rights of Grantee hereunder without the consent of
Grantee.  Notwithstanding the foregoing, Grantee
hereby expressly agrees to any amendment to the Plan and this Agreement to the
extent necessary to comply with applicable law or changes to applicable law
(including, but not limited to, Code Section 409A) and related regulations or
other guidance and federal securities laws.


 


11.     Successor.  All obligations of the Company under the Plan
and this Agreement, with respect to the Performance Awards, shall be binding on
any successor to the Company, whether the existence of such 


 


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2010 Stock Incentive Award


 


successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all of the business and/or assets of the
Company.


 


12.     Notice.  Except as
may be otherwise provided by the Plan or determined by the Committee and
communicated to Grantee, notices and communications hereunder must be in
writing and shall be deemed sufficiently
given if either hand-delivered or if sent by fax or overnight courier, or by
postage paid first class mail.  Notices sent by mail shall be deemed received
five business days after mailed, but in no event later than the date of actual
receipt.  Notices shall be directed, if
to Grantee, at Grantee’s address indicated by the Company’s records or, if to
the Company, at the Company’s principal executive office, Attention:  Director, Compensation and Benefits.


 


13.  Dispute Resolution.  Grantee may make a claim to the Committee
with regard to a payment of compensation provided herein.  If the Committee receives a claim in writing,
the Committee must advise Grantee of its decision on the claim in writing in a
reasonable period of time after receipt of the claim (not to exceed 120
days).  The notice shall set forth the
following information:


 


(a)        The specific basis for its decision,


 


(b)        Specific reference to pertinent Agreement
or Plan provisions on which the decision is based,


 


(c)        A description of any additional material
or information necessary for Grantee to perfect a claim and an explanation of
why such material or information is necessary, and


 


(d)        An explanation of the claim review
procedure.


 


14.  Tax Consequences to Participants.  It is intended that: (i) until the Vesting
Date occurs, Grantee’s right to receive shares of Common Stock under this Agreement
shall be considered to be subject to a substantial risk of forfeiture in
accordance with those terms as defined or referenced in Sections 83(a), 409A
and 3121(v)(2) of the Code; and (ii) until the Performance Awards are converted
to shares of Common Stock on the Vesting Date, Grantee shall have merely an
unfunded, unsecured promise to receive such shares, and such unfunded promise
shall not consist of a transfer of “property” within the meaning of Code
Section 83.  The Performance Awards under
this Agreement are intended to meet the performance-based compensation
exemption from Section 162(m) of the Code.


 


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2010 Stock Incentive Award


 


EXHIBIT A


 


Determination and Vesting of Performance Awards


 


The target number of
Shares subject to this award is ____________ (as more fully described in the 2010 Stock
Incentive Award Agreement to which this Exhibit A is attached, the “Target Award”).  Grantee may earn and vest in 0% to 300% of
the Target Award, depending on (i) the Company’s achievement of a minimum level
of EBITDA for 2010, (ii) the Committee’s determination of the Performance
Multiplier, taking into consideration certain financial performance measures
and value drivers and individual performance on value drivers, and (iii)
Grantee’s continued employment through the Vesting Date, as follows:


 


1.      Between December 31, 2010 and March 15, 2011 (i.e., on the
Confirmation Date), the Committee shall determine and certify the Company’s 2010
EBITDA and the Performance Multiplier applicable to this Award: 


 


Ø            If
2010 EBITDA is less than the Company’s 2010 business plan EBITDA, the
Performance Multiplier shall be 0% and the entire Award will be forfeited to
the Company without further consideration or any act or action by Grantee.


 


Ø            If
2010 EBITDA is equal to the Company’s 2010 business plan EBITDA or above, the Performance
Multiplier will be 300%, subject to the Committee’s discretion to determine
that a lower Performance Multiplier shall apply to this Award.  In exercising such discretion, the Committee
shall consider and be guided by the following considerations:  (i) the financial performance measures and
value drivers of the applicable short-term incentive program of the Company,
and (ii) if desired, Grantee’s individual performance on his or her 2010 value
drivers.  


 


2.      Grantee’s Confirmed Performance Award shall be determined by
multiplying the Target Award by the Performance Multiplier.  Notwithstanding the above, if a Change of
Control occurs before December 31, 2010 and while Grantee remains employed, the
number of Confirmed Performance Awards shall equal the Target Award, regardless
of the Threshold Performance Goal or any other performance considerations.  


 


3.      The
Confirmed Performance Awards shall be further subject to service-based vesting
requirements, such that they will vest and convert to Shares of Common Stock
only if and when Grantee remains employed with the Company or any of its
Affiliates or Subsidiaries through the Vesting Date, as provided in Section 2
this Agreement.


 


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