Exhibit 10.06


 


Equitable
Resources, Inc.


 


2005
DIRECTORS’ DEFERRED COMPENSATION PLAN


 


(amended and restated December 2, 2009)


 


ARTICLE
I


 


 1.1      Purpose
of Plan.


 


This Equitable Resources,
Inc. 2005 Directors’ Deferred Compensation Plan (the “2005 Plan”) hereby is created to provide an
opportunity for the members of the Board of Directors of EQT Corporation (the “Board”) to defer payment of all or a
portion of the fees to which they are entitled as compensation for their
services as members of the Board.  The
2005 Plan also shall administer the payment of stock units and phantom stock
awarded pursuant to the 1999 Equitable Resources, Inc. Non-Employee Directors’
Stock Incentive Plan (the “NEDSIP”)
or the EQT Corporation 2009 Long-Term Incentive Plan (the “2009 LTIP”).


 


ARTICLE
II


 


DEFINITIONS


 


When used in this 2005
Plan and initially capitalized, the following words and phrases shall have the
meanings indicated:


 


2.1       “Account” means the
total of a Participant’s Deferral Account and Phantom Stock Account under the
2005 Plan.


 


2.2       “Beneficiary” means the
person or persons designated or deemed to be designated by the Participant
pursuant to Section 7.1 of the 2005 Plan to receive benefits payable under the
2005 Plan in the event of the Participant’s death.


 


2.3       “Change in Control” means
any of the following events:


 


(a)                               The
sale or other disposition by the Company of all or substantially all of its
assets to a single purchaser or to a group of purchasers, other than to a
corporation with respect to which, following such sale or disposition, more
than eighty percent (80%) of, respectively, the then outstanding shares of
Company common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of the Board of
Directors is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company common stock and the combined
voting power of the then outstanding voting securities immediately prior to
such sale or disposition in substantially the same proportion as their
ownership of the outstanding Company common stock and voting power immediately
prior to such sale or disposition.


 


(b)                              The
acquisition in one or more transactions by any person or group, directly or
indirectly, of beneficial ownership of twenty percent (20%) or more of the 


 

















 


outstanding shares of
Company common stock or the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
the Board; provided, however, the following shall not constitute a Change in
Control:  (i) any acquisition by the
Company or any of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries and
(ii) an acquisition by any person or group of persons of not more than forty
percent (40%) of the outstanding shares of Company common stock or the combined
voting power of the then outstanding voting securities of the Company if such
acquisition resulted from the issuance of capital stock by the Company and the
issuance and the acquiring person or group was approved in advance of such
issuance by at least two-thirds of the Continuing Directors then in office; 


 


(c)                               The
Company’s termination of its business and liquidation of its assets; 


 


(d)                               There is consummated a
merger, consolidation, reorganization, share exchange, or similar transaction
involving the Company (including a triangular merger), in any case, unless
immediately following such transaction: 
(i) all or substantially all of the persons who were the beneficial
owners of the outstanding common stock and outstanding voting securities of the
Company immediately prior to the transaction beneficially own, directly or
indirectly, more than sixty percent (60%) of the outstanding shares of common
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation
resulting from such transaction (including a corporation or other person which
as a result of such transaction owns the Company or all or substantially all of
the Company’s assets through one or more subsidiaries (a “Parent Company”)) in
substantially the same proportion as their ownership of the common stock and
other voting securities of the Company immediately prior to the consummation of
the transaction, (ii) no person (other than (A) the Company, any
employee benefit plan sponsored or maintained by the Company or, if reference
was made to equity ownership of any Parent Company for purposes of determining
whether clause (i) above is satisfied in connection with the transaction, such
Parent Company, or
(B) any person or group that satisfied the requirements of subsection
(b)(ii), above) beneficially owns, directly or indirectly, 20% or
more of the outstanding shares of common stock or the combined voting power of
the voting securities entitled to vote generally in the election of directors of
the corporation resulting from such transaction and (iii) individuals who
were members of the Board immediately prior to the consummation of the
transaction constitute at least a majority of the members of the board of
directors resulting from such transaction (or, if reference was made to equity
ownership of any Parent Company for purposes of determining whether clause
(i) above is satisfied in connection with the transaction, such Parent
Company); or 


 


(e)                               The
following individuals (sometimes referred to herein as “Continuing Directors”)
cease for any reason to constitute a majority of the number of directors then
serving:  individuals who, on the date
hereof, constitute the entire Board and any new director (other than a director
whose initial assumption of 


 


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office is in connection
with an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors on the effective
date of the Plan or whose appointment, election or nomination for election was
previously so approved. 


 


2.4       “Code” means the
Internal Revenue Code of 1986, as amended.


 


2.5       “Committee” means the
Compensation Committee of the Board.


 


2.6       “Company” means EQT
Corporation and any successor thereto.


 


2.7       “Deferral Account” means
the recordkeeping account established on the books and records of the Company
to record a Participant’s deferral amounts under Section 5.1 of the 2005 Plan,
plus or minus any investment gain or loss allocable thereto under Section 5.4
of the 2005 Plan.


 


2.8       “Directors’ Fees” means
the fees that are paid by the Company to members of the Board as compensation
for services performed by them as members of the Board.


 


2.9       “Enrollment Form” means
the agreement to participate and related elections filed by a Participant
pursuant to Section 5.1 of the 2005 Plan, in the form prescribed by the
Committee, directing the Company to reduce the amount of Directors’ Fees
otherwise currently payable to the Participant and credit such amount to the
Participant’s Deferral Account hereunder.


 


2.10     “Hardship Withdrawal” shall
have the meaning set forth in Section 6.3 of the 2005 Plan.


 


2.11     “Investment Options” means
the investment options described in Exhibit A to the 2005 Plan into which a Participant
may direct all or part of his or her Deferral Account.


 


2.12     “Investment Return Rate” means:


 


(a)                               In
the case of an Investment Option named in Exhibit A of a fixed income nature,
the interest deemed to be credited as determined in accordance with the
procedures applicable to the same investment option provided under the
Equitable Resources, Inc. Employee Savings Plan, originally adopted September
1, 1985, as amended (“EQT 401(k) Plan”);


 


(b)                              In
the case of a Investment Option named in Exhibit A of an equity investment
nature, the increase or decrease in deemed value and any dividends deemed to be
credited as determined in accordance with the procedures applicable to the same
investment option provided under the EQT 401(k) Plan; or


 


(c)                               In
the case of the EQT Common Stock Fund, the increase or decrease in the deemed
value, and the reinvestment in the EQT Common Stock Fund of any 


 


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dividends deemed to be
credited, as determined in accordance with the procedures applicable to
investments in the EQT Common Stock Fund under the EQT 401(k) Plan.


 


2.13     “Irrevocable Trust” means
a grantor trust that may be
established prior to the occurrence of a Change in Control of the Company to
assist the Company in fulfilling its obligations under this 2005 Plan but which
shall be established by the
Company in the event of a Change in Control of the Company.  All amounts held in such Irrevocable Trust
shall remain subject to the claims of the general creditors of the Company and
Participants in this 2005 Plan shall have no greater rights to any amounts held
in any such Irrevocable Trust than any other unsecured general creditor of the
Company.


 


2.14     “Participant” means any
non-employee member of the Board (i) who receives an award of Phantom Stock
under the NEDSIP or the 2009 LTIP and/or (ii) who elects to participate in the
2005 Plan for purposes of deferring his or her Directors’ Fees by filing an
Enrollment Form with the Committee pursuant to Section 5.1 of the 2005 Plan.


 


2.15     “Phantom Stock” means
those shares of the common stock or stock units of the Company:


 


	
  (i)

  	
  awarded pursuant to the
  NEDSIP or the 2009 LTIP, and

  
	
   

  	
   

  
	
  (ii)

  	
  which will be
  distributed to eligible 2005 Plan Participants in the form and medium and on
  the date or permissible payment event specified in the Phantom Stock
  Agreement, which date or permissible payment event is deemed to be
  incorporated by reference herein.

  



 


2.16     “Phantom Stock Account” means
the recordkeeping account established on the books and records of the Company
to record the number of shares of Phantom Stock allocated to a Participant
under the 2005 Plan.


 


2.17     “Phantom Stock Agreement” means
any agreements and/or terms of award of Phantom Stock under the NEDSIP or the
2009 LTIP pursuant to which Phantom Stock is or may be payable.


 


2.18     “2005 Plan” means this
Equitable Resources, Inc. 2005 Directors’ Deferred Compensation Plan, as
amended from time to time.


 


2.19     “Plan Year” means the
twelve-month period commencing each January 1 and ending on December 31.


 


2.20     “Valuation Date” means
the last day of each calendar quarter and any other date determined by the
Committee or specified herein.


 


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ARTICLE III


 


ELIGIBILITY AND PARTICIPATION


 


3.1       Eligibility for Phantom Stock Account.


 


Eligibility to
participate in the 2005 Plan for purposes of the Phantom Stock Account under
Article IV of the 2005 Plan is limited to those non-employee members of the
Board who receive Phantom Stock pursuant to the terms of the NEDSIP or the 2009
LTIP.  An eligible Board member shall
commence participation in the 2005 Plan for purposes of the Phantom Stock
Account on the date on which an award of Phantom Stock is made to him or her
pursuant to the terms of the NEDSIP or the 2009 LTIP.


 


3.2       Eligibility for Deferral Account.


 


Eligibility to
participate in the 2005 Plan for purposes of deferring Directors’ Fees under
Section 5.1 of the 2005 Plan is limited to non-employee members of the
Board.  An eligible Board member shall
commence participation in the 2005 Plan for purposes of deferring Directors’
Fees as of the first day of the Plan Year following the receipt of his or her
Enrollment Form by the Committee in the preceding calendar year or within 30
days of first becoming eligible to participate in the 2005 Plan, aggregated
within the meaning of Section 409A of the Code, if such date occurs after the
commencement of the Plan Year.


 


ARTICLE IV


 


PHANTOM STOCK ACCOUNT


 


4.1       Phantom Stock Award.


 


As of the date of any
Phantom Stock award pursuant to the terms of the NEDSIP or 2009 LTIP, the
Phantom Stock Account of a Participant receiving such award shall be credited
with the number of Phantom Stock units as specified in such award.  Separate subaccounts shall be maintained to
accommodate different forms and media of payment applicable to specific Phantom
Stock Agreements.  The Company shall not
be required to contribute any shares or other property to the Irrevocable Trust
for such awards.


 


4.2       Valuation of Phantom Stock Account;
Deemed Reinvestment of Dividends.


 


As of each Valuation
Date, the value of a Participant’s Phantom Stock Account shall equal (i) the
value of the number of shares of Phantom Stock credited to such account as of
the last Valuation Date, plus (ii) the value of the number of shares of Phantom
Stock deemed to have been credited to such account as a result of the deemed
reinvestment of any dividends deemed to have been paid on such Phantom Stock
since the last Valuation Date.  Any
dividends paid on the common stock of the Company shall be deemed to be paid on
the Phantom Stock under the 2005 Plan in an equal amount; provided, however,
that to the extent they are paid in a form other than additional shares of the
common stock of the Company, they shall be deemed to be immediately reinvested
in such number of shares of the common stock of the Company as are represented
by the aggregate amount of the dividends divided by the value of one share of
the common stock of the Company on the date the dividend is paid.


 


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For purposes of this 2005
Plan, the “value” of a share of Phantom Stock shall be deemed to equal the
closing price of a share of Company common stock as listed on the New York
Stock Exchange (“NYSE”) on any
date of reference.  In the event that the
date of reference is a date on which the NYSE is not open for business, the
value of a share of Phantom Stock shall equal the average of the closing prices
on the dates immediately preceding and following the date of reference during
which the NYSE was open for business. 
Notwithstanding anything in this 2005 Plan to the contrary, the Company
may adopt alternate procedures for determining the value of Phantom Stock in
the event Company common stock ceases to be traded on the NYSE or to reflect
the occurrence of a Conversion Event described in Section 4.3.


 


For purposes of
determining the value of the Phantom Stock credited to a Participant’s Phantom
Stock Account as of any time of reference, each share of Phantom Stock shall be
deemed equivalent in value to one share of the outstanding shares of common
stock of the Company.  For purposes of
valuing a Participant’s Phantom Stock Account upon the termination of his or
her membership on the Board, the Valuation Date shall be the business day
coincident with the termination of the Participant’s Board membership.


 


4.3       Adjustment and Substitution of Phantom
Stock.


 


In the event of: 
(a) a stock split (or reverse stock split) with respect to the common stock of the
Company; (b) the conversion of the common stock of the Company into another
form of security or debt instrument of the Company; (c) the reorganization,
merger or consolidation of the Company into or with another person or entity;
or (d) any other action which would alter the number of, and/or shareholder
rights of, holders of outstanding shares of the common stock of the Company
(collectively, a “Conversion Event”),
then, notwithstanding the fact that 2005 Plan Participants have no rights to
the shares of Company common stock represented by their Phantom Stock Account
nor to the shares of such Company common stock which may be contributed by the
Company to the Irrevocable Trust, the number of shares of Phantom Stock then
allocated to a Participant’s Phantom Stock Account shall be deemed to be
converted, to the extent possible, to reflect any such Conversion Event to the
same extent as the shares of holders of outstanding shares of Company common
stock would have been converted upon the occurrence of the Conversion
Event.  On and after any such Conversion
Event, this 2005 Plan shall be applied, mutatis
mutandis, as if the Participant’s Phantom Stock Account was
comprised of the cash, securities, notes or other instruments into which the
outstanding shares of Company common stock was converted.  Following the occurrence of a Conversion
Event, the Board is authorized to amend the 2005 Plan as it, in its sole
discretion, determines to be necessary or appropriate to address any
administrative or operational details presented by the Conversion Event which
are not addressed in the 2005 Plan.


 


4.4       Shareholder Rights.


 


Except as specifically
provided herein, an award of Phantom Stock under the 2005 Plan shall not
entitle a Participant to voting rights or any other rights of a shareholder of
the Company.


 


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4.5       Statement
of Phantom Stock Account.


 


As soon as
administratively feasible following the last day of each calendar quarter, the
Committee shall provide to each eligible Participant a statement of the value
of his or her Phantom Stock Account as of the most recent Valuation Date.


 


ARTICLE
V


 


DEFERRAL
ACCOUNT


 


5.1       Deferral of Directors’ Fees.


 


Any non-employee member
of the Board may elect to defer a specified percentage of his or her Directors’
Fees under the 2005 Plan by submitting to the Committee a written Enrollment
Form.  Such election shall be effective
with respect to Directors’ Fees paid for services performed by such Participant
beginning the first day of the Plan Year following the receipt by the Committee
of the Participant’s Enrollment Form in the preceding calendar year and shall
remain in effect for the Plan Year.  A
Participant may not withdraw or amend his or her Enrollment Form during the
Plan Year.


 


5.2       Investment Direction.


 


A Participant may direct
that amounts deferred pursuant to his or her Enrollment Form be deemed to be
invested in one or more of the Investment Options listed in Exhibit A to the
2005 Plan (a “New Money Election”)
and credited with shares or units in each such Investment Option in the same
manner as equivalent contributions would be invested under the same Investment
Options available under the EQT 401(k) Plan. 
Except as otherwise provided with respect to directions to invest in the
EQT Common Stock Fund (“Company Stock Fund”),
a Participant may direct that amounts previously credited to his or her
Deferral Account and deemed invested in the available Investment Options be
transferred between and among the then available Investment Options (a “Reallocation Election”).  Special rules apply to directions to invest
in the Company Stock Fund.  No
restrictions are placed on New Money Elections. 
Accordingly, a Participant may make a New Money Election to invest in
the Company Stock Fund or to cease future investments in such Fund in the same
manner as any other Investment Option. 
Reallocation Elections, however, may not direct that amounts previously credited to a
Participant’s Deferral Account and which were directed to be invested in the
Company Stock Fund be transferred out
of such Fund and into another Investment Option.  Reallocation Elections into the Company Stock Fund are
permitted.  Accordingly, no restrictions
apply to Reallocation Elections directing that amounts previously credited to a
Participant’s Deferral Account and which were directed to be invested in an
Investment Option other
than the Company Stock Fund be transferred out of such other
Investment Option and into the Company Stock Fund.


 


Except as otherwise
provided with respect to the Company common stock, regardless of whether the
investment direction is a New Money Election or a Reallocation Election, a
Participant’s Deferral Account shall only be deemed to be invested in such
Investment Options for purposes of crediting investment gain or loss under
Section 5.4 of the 2005 Plan and the Company shall not be required to actually
invest, on behalf of any Participant, in any Investment Option listed on
Exhibit A to the 2005 Plan. 
Notwithstanding the preceding sentence, the Company may, but shall not
be required to, elect to make contributions to an Irrevocable Trust in an
amount equal to


 


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the amounts deferred by
Participants and actually invest such contributions in the Investment Options
elected by a particular Participant; provided, however, that the Company
shall contribute shares of Company common stock to the Irrevocable Trust
in an amount equal to the aggregate number of shares of Company common stock
represented by Participant investment directions to the Company Stock
Fund.  Any such contributions to an
Irrevocable Trust and related investments shall be solely to assist the Company
in satisfying its obligations under this 2005 Plan and no Participant shall have
any right, title or interest whatsoever in any such contributions or
investments.


 


All investment elections
shall be made by written notice to the Committee in accordance with uniform
procedures established by the Committee; provided, however, that investment
directions to an Investment Option must be in multiples of whole percents (1%)
or whole dollars ($1.00).  Any such
investment election shall be effective as of the Valuation Date immediately
following the date on which the written notice is received and shall remain in
effect until changed by the Participant. 
In the event that a Participant fails to direct the investment of his or
her account, the Committee shall direct such Participant’s Deferral Account to an
Investment Option named in Exhibit A of a fixed income nature.


 


5.3       No Right to Investment Options.


 


Notwithstanding anything
in the 2005 Plan to the contrary, the Investment Options offered under the 2005
Plan may be changed or eliminated at any time in the sole discretion of the
Benefits Investment Committee of the Company. 
Prior to the change or elimination of any Investment Option under the
2005 Plan, the Committee shall provide written notice to each Participant with
respect to whom a Deferral Account is maintained under the 2005 Plan and any
Participant who has directed any part of his or her Deferral Account to such
Investment Option shall be permitted to redirect such portion of his or her
Deferral Account to another Investment Option offered under the 2005 Plan.


 


5.4       Crediting
of Investment Return.


 


Each Participant’s
Deferral Account shall be credited with deemed investment gain or loss at the
Investment Return Rate as of each Valuation Date, based on the average daily
balance of the Participant’s Deferral Account since the immediately preceding
Valuation Date, but after such Deferral Account has been adjusted for any
contributions or distributions to be credited or deducted for such period.  Until a Participant or his or her Beneficiary
receives his or her entire Deferral Account, the unpaid balance thereof shall
be credited with investment gain or loss at the Investment Return Rate, as
provided in this Section 5.4 of the 2005 Plan. 


 


5.5       Valuation of Deferral Account.


 


As of each Valuation
Date, a Participant’s Deferral Account shall equal (i) the balance of the
Participant’s Deferral Account as of the immediately preceding Valuation Date,
plus (ii) the Participant’s deferred Directors’ Fees since the immediately
preceding Valuation Date, plus or minus (iii) investment gain or loss credited
as of such Valuation Date pursuant to Section 5.4 of the 2005 Plan, and minus
(iv) the aggregate amount of distributions, if any, made from such Deferral
Account since the immediately preceding Valuation Date.  For purposes of valuing a


 


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Participant’s Deferral
Account upon the termination of the Participant’s membership on the Board, the
Valuation Date shall be the business day coinciding with the date of the
termination of the Participant’s Board membership.


 


5.6       Statement of Deferral Account.


 


As soon as
administratively feasible following the last day of each calendar quarter, the
Committee shall provide to each Participant a statement of the value of his or
her Deferral Account as of the most recent Valuation Date.


 


ARTICLE
VI


 


PAYMENT
OF BENEFITS


 


6.1       Payment of Phantom Stock Account.


 


On the date, or other
permissible payment event under Section 409A of the Code, provided for payment
pursuant to the terms of a Phantom Stock Agreement, which date or other
permissible payment event under Section 409A of the Code is deemed to be
incorporated by reference herein, the Company shall pay or distribute to the
Participant or, in the event of the Participant’s death, to his Beneficiary,
either an amount in cash equal to the value of the Participant’s Phantom Stock
Account then payable, or the number of shares of Company common stock then
payable, whichever medium is provided in the Phantom Stock Agreement (or
elected by the Participant if such election was made available for such award
of Phantom Stock), based on awards credited to the Participant’s Phantom Stock
Account pursuant to Section 4.1 of the 2005 Plan, as determined in
accordance with Article IV of the 2005 Plan, less any income tax withholding
required under applicable law.


 


6.2       Payment of Deferral Account.


 


Thirty (30) days
following a Participant’s termination of membership on the Board and in
accordance with the election provided in Section 6.4 of the 2005 Plan, and
without regard to whether the Participant is entitled to payment of his or her
Phantom Stock Account, the Company shall pay, or commence payment to, the
Participant or, in the event of the Participant’s death, to his Beneficiary, an
amount equal to the  value of the
Participant’s Deferral Account, as determined in accordance with Article V of
the 2005 Plan, less any income tax withholding required under applicable
law.  Except as otherwise provided in the
following sentence, such payment shall be made in cash in the form elected by
the Participant pursuant to Section 6.4 of the 2005 Plan.  Notwithstanding the preceding sentence, to
the extent the Participant had directed that any portion of his Deferral
Account be invested in the Company Stock Fund, the Company shall distribute
such portion in such number of shares of EQT Common Stock as would be
represented by an equal amount invested in the Company Stock Fund under the
Company 401(k) Plan.  For purposes of
this 2005 Plan, the term “termination of membership”, when used in the context of
a condition to, or timing of, payment hereunder shall be interpreted to mean a
“separation from service” as that term is used in Section 409A of the Code.


 


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6.3       Hardship
Withdrawal from Deferral Account.


 


In the event that the
Committee, in its sole discretion, determines upon the written request of a
Participant in accordance with uniform procedures established from time to time
by the Committee, that the Participant has suffered an unforeseeable emergency,
the Company may pay to the Participant in a lump sum as soon as
administratively feasible following such determination, an amount necessary to
meet the emergency, but not exceeding the aggregate balance of such
Participant’s Deferral Account as of the date of such payment (a “Hardship Withdrawal”).  Any such Hardship Withdrawal shall be subject
to any income tax withholding required under applicable law.  The Participant shall provide to the
Committee such evidence as the Committee may require to demonstrate that such
emergency exists and financial hardship would occur if the withdrawal were not
permitted.


 


For purposes of this
Section 6.3, an “unforeseeable emergency” shall mean a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, the Participant’s Beneficiary, or the
Participant’s dependent (as defined in Section 152 of the Code, without
regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, or as otherwise defined in Section 409A of the Code from time to
time.  The amount of a Hardship
Withdrawal may not exceed the amount the Committee reasonably determines to be
necessary to meet such emergency needs (including taxes incurred by reason of a
taxable distribution) after taking into account the extent that such emergency
is or may be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by the
cessation of future deferrals under the 2005 Plan.


 


The form of payment of
the Hardship Withdrawal shall be a lump sum cash payment.  For purposes of reducing a Participant’s
Deferral Account and adjusting the balances in the various Investment Options
in which such reduced Deferral Account is deemed to be invested to reflect such
Hardship Withdrawal, amounts represented by such Hardship Withdrawal shall be
deemed to have been withdrawn first, on a pro rata basis, from that portion of
his Deferral Account deemed to be invested in Investment Options other than the EQT Stock Fund (the “Non Stock Investments”) and, second, to
the extent the Hardship Withdrawal cannot be fully satisfied by a deemed
withdrawal of the Non Stock Investments, from the portion deemed invested in
the Company Stock Fund.


 


Notwithstanding the
preceding, to the extent the Participant had directed that any portion of his
Deferral Account be invested in the Company Stock Fund, the Company shall
distribute such portion in such number of shares of EQT Common Stock based on
the value at the date of distribution.


 


6.4       Form of Payment.


 


(a)        Distributions from Deferral Accounts.  A Participant may elect to receive that
portion of his or her Deferral Account payable hereunder in one of the
following forms:


 


(i)                                   Annual
payments of a fixed amount which shall amortize the value of the Deferral
Account over a period of five, ten, or fifteen years (together, in


 


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the case of each annual
payment, with interest and dividends credited thereto after the payment
commencement date pursuant to Section 5.4 of the 2005 Plan); or


 


(ii)                           A lump
sum.


 


Such an election must be
made in writing in accordance with uniform procedures established by the
Committee at the time of filing the Enrollment Form with respect to the Plan
Year.  In the event a Participant fails
to make a distribution election within the time period prescribed, his or her
Deferral Account shall be distributed in the form of a lump sum.  Payment of the Deferral Account shall be made
or commenced at the time specified in Section 6.2 upon the Participant’s
separation from service.


 


(b)        Distribution of Company Common in
Deferral Accounts.  In the event the
Company is required to distribute some or all of a Participant’s Deferral
Account in shares of EQT Common Stock in accordance with 2005 Plan Section 6.2,
the aggregate amount of such shares shall be distributed in the same manner as
the Participant elected in subsection (a). 
To the extent the Participant elected an installment form of payment,
the number of shares of EQT Stock to be distributed in each installment shall
be determined by multiplying (i) the aggregate number of shares of EQT Common
Stock deemed credited to the Participant’s Deferral Account as of the
installment payment date by (ii) a fraction, the numerator of which is one and
the denominator of which is the number of unpaid installments, and by rounding
the resulting number down to the next whole number.


 


(c)        Distributions from Phantom Stock
Accounts.  Distributions from a
Participant’s Phantom Stock Account (including any subaccounts) shall be made
in the form and medium specified in the applicable Phantom Stock Agreement, or
in accordance with the Participant’s election if so permitted in connection
with a particular Phantom Stock Agreement, which shall be consistent with the
parameters of payment elections made under Section 6.4(a).  To the extent the Participant elected an
installment form of payment, the number of shares of EQT Stock to be
distributed in each installment shall be determined by multiplying (i) the
aggregate number of shares of EQT Common Stock deemed credited to the
applicable subaccount of the Phantom Stock Account as of the installment
payment date by (ii) a fraction, the numerator of which is one and the
denominator of which is the number of unpaid installments, and by rounding the
resulting number down to the next whole number.


 


6.5       Payments to Beneficiaries.


 


In the event of a
Participant’s death during his or her service on the Board, the Participant’s
Beneficiary shall receive payment of the Participant’s Deferral Account and
Phantom Stock Account (including any subaccounts) in the form and medium that
would have been applicable to the Participant for such Account.  Payment of such amounts, less any income tax
withholding required under applicable law, shall be made or commence, as the
case may be, within sixty (60) days after the Participant’s death.  If no installment election was made by the
Participant, the Participant’s Beneficiary shall receive payment of the
Participant’s Deferral Account or Phantom Stock Account, as the case may be, in
the form of a lump sum.  In the event of
the Participant’s death after commencement of installment payments under the
2005 Plan, but prior to receipt of


 


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his or her entire
Account, the Participant’s Beneficiary shall receive the remaining installment
payments at such times as such installments would have been paid to the Participant
until the Participant’s entire Account is paid.


 


6.6       Limited Account Size; Lump Sum Payment.


 


In the event that the
value of a Participant’s Account is not greater than the applicable dollar
limit under Section 402(g)(1)(B) of the Code as of the Valuation Date
immediately preceding the commencement of payment to the Participant under the
2005 Plan pursuant to this Section, the Committee may inform the Company and
the Company, in its sole discretion, may choose to pay the benefit in the form
of a lump sum, notwithstanding any provision of the 2005 Plan or an election of
a Participant under Section 6.4 of the 2005 Plan to the contrary, provided that
the payment results in a termination and liquidation of the entirety of the
Participant’s interest under the 2005 Plan, including all agreements, methods,
programs, or other arrangements with respect to which deferrals of compensation
are treated as having been deferred under a single nonqualified deferred
compensation plan under Treas. Reg. §1.409A-1(c)(2) and the requirements
of Treas. Reg. §1.409A-3(j)(v), or any successor regulation, are also
satisfied with respect to such payment.


 


ARTICLE
VII


 


BENEFICIARY
DESIGNATION


 


7.1       Beneficiary Designation.


 


Each Participant shall
have the sole right, at any time, to designate any person or persons as his or
her Beneficiary to whom payment may be made of any amounts which may become
payable in the event of his or her death prior to the complete distribution to
the Participant of his or her Account. 
Any Beneficiary designation shall be made in writing in accordance with
uniform procedures established by the Committee.  A Participant’s most recent Beneficiary
designation shall supersede all prior Beneficiary designations.  In the event a Participant does not designate
a Beneficiary under the 2005 Plan, any payments due under the 2005 Plan shall
be made first to the Participant’s spouse; if no spouse, then in equal amounts
to the Participant’s children; if no children, then to the Participant’s
estate.


 


ARTICLE
VIII


 


ADMINISTRATION


 


8.1       Committee.


 


The Committee shall have
sole discretion to:  (i) designate non-employee directors eligible to
participate in the 2005 Plan; (ii) interpret the provisions of the 2005 Plan;
(iii) supervise the administration and operation of the 2005 Plan; and
(iv) adopt rules and procedures governing the 2005 Plan.


 


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8.2       Investments.


 


The Benefits Investment
Committee of the Company shall have the sole discretion to choose the
Investment Options available under the 2005 Plan and to change or eliminate
such Investment Options, from time to time, as it deems appropriate.


 


8.3       Agents.


 


The Committee may
delegate its administrative duties under the 2005 Plan to one or more
individuals, who may or may not be employees of the Company.


 


8.4       Binding Effect of Decisions.


 


Any decision or action of
the Committee with respect to any question arising out of or in connection with
the eligibility, participation, administration, interpretation, and application
of the 2005 Plan shall be final and binding upon all persons having any
interest in the 2005 Plan.


 


8.5       Indemnification of Committees.


 


The Company shall
indemnify and hold harmless the members of the Committee and the Benefits
Investment Committee and their duly appointed agents under Section 8.3 against
any and all claims, losses, damages, expenses, or liabilities arising from any
action or failure to act with respect to the 2005 Plan, except in the case of
gross negligence or willful misconduct by any such member or agent of the
Committee or Benefits Investment Committee.


 


ARTICLE
IX


 


AMENDMENT
AND TERMINATION OF PLAN


 


9.1       Amendment.


 


The Company (or its
delegate) may at any time, or from time to time, modify or amend any or all of
the provisions of the 2005 Plan.  Where
the action is to be taken by the Company, it shall be accomplished by written
action of the Board at a meeting duly called at which a quorum is present and
acting throughout.  Where the action is
to be taken by a delegate of the Company, it shall be accomplished pursuant to
any procedures established in the instrument delegating the authority.  Regardless of whether the action is taken by
the Company or its delegate, no such modification or amendment shall have the
effect of reducing the value of any Participant’s Account under the 2005 Plan
as it existed as of the day before the effective date of such modification or
amendment, without such Participant’s prior written consent.  Written notice of any modification or
amendment to the 2005 Plan shall be provided to each Participant under the 2005
Plan.


 


9.2       Termination.


 


The Company, in its sole
discretion, may terminate this 2005 Plan at any time and for any reason
whatsoever by written action of the Board at a meeting duly called at which a
quorum is present and acting throughout; provided that such termination shall
not have the effect of reducing the value of any Participant’s Account under
the 2005 Plan as it existed on the day before the


 


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effective date of the
termination of the 2005 Plan without such Participant’s prior written
consent.  Any termination of the 2005
Plan shall not affect the time and form of payment of any Accounts.


 


ARTICLE
X


 


MISCELLANEOUS


 


10.1     Funding.


 


The Company’s obligation
to pay benefits under the 2005 Plan shall be merely an unfunded and unsecured
promise of the Company to pay money in the future.  Except as otherwise provided in
Section 5.2, prior to the occurrence of a Change in Control, the Company,
in its sole discretion, may elect to make contributions to an Irrevocable Trust
to assist the Company in satisfying all or any portion of its obligations under
the 2005 Plan.  Regardless of whether the
Company elects to or otherwise contributes to an Irrevocable Trust, 2005 Plan
Participants, their Beneficiaries, and their heirs, successors and assigns,
shall have no secured interest or right, title or claim in any property or
assets of the Company.


 


Notwithstanding the
foregoing, upon the occurrence of an event resulting in a Change in Control,
the Company shall make a contribution to an Irrevocable Trust in an amount
which, when added to the then value of any amounts previously contributed to an
Irrevocable Trust to assist the Company in satisfying all or any portion of its
obligations under the 2005 Plan, shall be sufficient to bring the total value
of assets held in the Irrevocable Trust to an amount not less than the total
value of all Participants’ Accounts under the 2005 Plan as of the Valuation
Date immediately preceding the Change in Control; provided that any such funds
contributed to an Irrevocable Trust pursuant to this Section 10.1 shall remain
subject to the claims of the Company’s general creditors and provided, further,
that such contribution shall reflect any Conversion Event described in Section
4.3.  Upon the occurrence of the Change
in Control of the Company, any adjustments required by Section 4.3 shall be
made and the Company shall provide to the trustee of the Irrevocable Trust all
2005 Plan records and other information necessary for the trustee to make
payments to Participants under the 2005 Plan in accordance with the terms of
the 2005 Plan.


 


10.2     Nonassignability.


 


No right or interest of a
Participant or Beneficiary under the 2005 Plan may be assigned, transferred, or
subjected to alienation, anticipation, sale, pledge, encumbrance or other legal
process or in any manner be liable for or subject to the debts or liabilities
of any such Participant or Beneficiary, or any other person.


 


10.3     Legal
Fees and Expenses.


 


It is the intent of the
Company that no Participant be required to incur the expenses associated with
the enforcement of his or her rights under this 2005 Plan by litigation or
other legal action because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Participant
hereunder.  Accordingly, if after a
Change in Control it should appear that the Company has failed to comply with
any of its obligations under this 2005 Plan, or in the


 


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event that the Company or
any other person takes any action to declare this 2005 Plan void or
unenforceable, or institutes any litigation designed to deny, or to recover
from, the Participant the benefits intended to be provided to such Participant
hereunder, the Company irrevocably authorizes such Participant to retain
counsel of his or her choice, at the expense of the Company as hereafter
provided, to represent such Participant in connection with the initiation or
defense of any litigation or other legal action, whether by or against the
Company or any director, officer, stockholder or other person affiliated with
the Company in any jurisdiction.  The Company
shall pay and be solely responsible for any and all attorneys’ and related fees
and expenses incurred by such Participant from the date of the Change in
Control through the Participant’s death as a result of the Company’s failure to
perform under this 2005 Plan or any provision thereof; or as a result of the
Company or any person contesting the validity or enforceability of this 2005
Plan or any provision thereof.  All expenses shall be reimbursed to the
Participant providing the relevant expense statements to the Company duly
certified by him.  The expense
reimbursements provided in this Section 10.3 shall be payable on a monthly
basis following submission of expense statements for the prior month.  Notwithstanding the foregoing sentence, to
the extent reimbursed, all reimbursement payments with respect to expenses
incurred within a particular year shall be made no later than the end of the
Participant's taxable year following the taxable year in which the expense was
incurred.  The amount of reimbursable
expenses incurred in one taxable year of the Participant shall not affect the
amount of reimbursable expenses in a different taxable year, and such
reimbursement shall not be subject to liquidation or exchange for another
benefit.  


 


10.4     No Acceleration of Benefits.


 


Notwithstanding anything
to the contrary herein, there shall be no acceleration of the time or schedule
of any payments under the 2005 Plan, except as may be provided in regulations
under Section 409(A) of the Code.


 


10.5     Captions.


 


The captions contained
herein are for convenience only and shall not control or affect the meaning or
construction hereof.


 


10.6     Governing Law.


 


The provisions of the
2005 Plan shall be construed and interpreted according to the laws of the
Commonwealth of Pennsylvania.


 


10.7     Successors.


 


The provisions of the
2005 Plan shall bind and inure to the benefit of the Company, its affiliates,
and their respective successors and assigns. 
The term successors as used herein shall include any corporate or other
business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Company or a participating affiliate and successors of any such corporation or
other business entity.


 


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10.8     No
Right to Continued Service.


 


Nothing contained herein
shall be construed to confer upon any Participant the right to continue to
serve as a member of the Board or in any other capacity.


 


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EXHIBIT A


 


The following are the
Investment Options that are used in determining the Investment Return Rate
under the Plan as of January 1, 2005.


 


	
  Account
  Name

  
	
   

  
	
   EQT Common Stock Fund

  
	
   Alger Mid Cap Growth Institutional Class

  
	
   American AAdvantage Small Cap Value
  Fund-Plan Ahead Class

  
	
   American Funds® Growth Fund of America®

  
	
   American Funds Washington Mutual

  
	
   Fidelity Balanced Fund

  
	
   Fidelity Contrafund®

  
	
   Fidelity Diversified International Fund

  
	
   Fidelity Freedom Income Fund®

  
	
   Fidelity Freedom 2005 FundSM

  
	
   Fidelity Freedom 2010 Fund®

  
	
   Fidelity
  Freedom 2015 FundSM

  
	
   Fidelity
  Freedom 2020 Fund®

  
	
   Fidelity
  Freedom 2025 FundSM

  
	
   Fidelity
  Freedom 2030 Fund®

  
	
   Fidelity
  Freedom 2035 FundSM

  
	
   Fidelity
  Freedom 2040 Fund®

  
	
   Fidelity Retirement Money Market Portfolio

  
	
   Fidelity Small Cap Independence Fund

  
	
   Lord Abbett Mid-Cap Value Fund-Class A

  
	
   Oppenheimer Developing Markets Fund

  
	
   PIMCO High Yield Fund - Administrative Class

  
	
   PIMCO Total Return Fund-Administrative Class

  
	
   Spartan® Total
  Stock Market

  
	
   Spartan® U.S. Equity Index Fund

  



 


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