Exhibit 10.1


 


 


 


 


 


Equitable Resources, Inc.


 


 


2006 PAYROLL DEDUCTION


AND


CONTRIBUTION PROGRAM


 















 


EQUITABLE RESOURCES, INC.

2006 PAYROLL DEDUCTION AND
CONTRIBUTION PROGRAM


Table of Contents


	
  ARTICLE I

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Statement of Purpose

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINITIONS

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Base Salary.

  	
   

  	
  2

  
	
  2.2

  	
   

  	
  Code.

  	
   

  	
  2

  
	
  2.3

  	
   

  	
  Committee.

  	
   

  	
  2

  
	
  2.4

  	
   

  	
  Company.

  	
   

  	
  2

  
	
  2.5

  	
   

  	
  Company Benefit.

  	
   

  	
  2

  
	
  2.6

  	
   

  	
  Compensation.

  	
   

  	
  2

  
	
  2.7

  	
   

  	
  Contribution Amount.

  	
   

  	
  2

  
	
  2.8

  	
   

  	
  Eligible Employee.

  	
   

  	
  2

  
	
  2.9

  	
   

  	
  Employer.

  	
   

  	
  2

  
	
  2.10

  	
   

  	
  Participant.

  	
   

  	
  3

  
	
  2.11

  	
   

  	
  Payroll Deduction Authorization.

  	
   

  	
  3

  
	
  2.12

  	
   

  	
  Personal Retirement Annuity.

  	
   

  	
  3

  
	
  2.13

  	
   

  	
  Program Year.

  	
   

  	
  3

  
	
  2.14

  	
   

  	
  Program.

  	
   

  	
  3

  
	
  2.15

  	
   

  	
  Selected Affiliate.

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ELIGIBILITY AND
  PARTICIPATION

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Eligibility.

  	
   

  	
  4

  
	
  3.2

  	
   

  	
  Participation.

  	
   

  	
  4

  
	
  3.3

  	
   

  	
  Change in Participation Status.

  	
   

  	
  4

  
	
  3.4

  	
   

  	
  Ineligible Participant

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTRIBUTIONS AND COMPANY
  BENEFITS

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Contribution Amounts.

  	
   

  	
  5

  
	
  4.2

  	
   

  	
  Company Benefit.

  	
   

  	
  5

  
	
  4.3

  	
   

  	
  Contribution Amounts and Company Benefit Amounts.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PERSONAL RETIREMENT
  ANNUITIES

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  General.

  	
   

  	
  6

  
	
  5.2

  	
   

  	
  Terms of Personal Retirement Annuity.

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ADMINISTRATION

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Committee.

  	
   

  	
  7

  
	
  6.2

  	
   

  	
  Agents.

  	
   

  	
  7

  
	
  6.3

  	
   

  	
  Binding Effect of Decisions.

  	
   

  	
  7

  
	
  6.4

  	
   

  	
  Indemnification of Committee.

  	
   

  	
  7

  



 



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  ARTICLE VII

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AMENDMENT AND TERMINATION
  OF PROGRAM

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Amendment.

  	
   

  	
  8

  
	
  7.2

  	
   

  	
  Termination.

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Funding.

  	
   

  	
  9

  
	
  8.2

  	
   

  	
  Nonassignability.

  	
   

  	
  9

  
	
  8.3

  	
   

  	
  No Acceleration of Benefits.

  	
   

  	
  9

  
	
  8.4

  	
   

  	
  Captions.

  	
   

  	
  9

  
	
  8.5

  	
   

  	
  Governing Law.

  	
   

  	
  9

  
	
  8.6

  	
   

  	
  Successors.

  	
   

  	
  9

  
	
  8.7

  	
   

  	
  No Right to Continued Service.

  	
   

  	
  10

  
	
  8.8

  	
   

  	
  Benefit Claims.

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  I

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  III

  



 



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ARTICLE I


1.1          Statement of Purpose


This is the Equitable Resources, Inc. 2006 Payroll Deduction and
Contribution Program (the “Program”) made in the form of this Program and in
related payroll deduction authorization forms between the Employer and certain management
or highly compensated employees.  The
purpose of the Program is to provide a select group of management and highly
compensated employees of the Employer with the ability to deposit portions of
their compensation payable for services rendered to the Employer in a Personal
Retirement Annuity.  It is intended that
the Program will assist in attracting and retaining qualified individuals to
serve as officers and managers of the Employer.



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ARTICLE II


DEFINITIONS


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


2.1          Base Salary.


“Base Salary” means a Participant’s base earnings paid by the Employer to
a Participant without regard to any increases or decreases in base earnings as
a result of an election between benefits or cash provided under a plan of an
Employer maintained pursuant to Section 125 or 401(k) of the Code.


2.2          Code.


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


2.3          Committee.


“Committee” has the meaning set forth in Section 6.1.


2.4          Company.


“Company” means Equitable Resources, Inc. and any
successor thereto.


2.5          Company Benefit.


“Company Benefit” means the benefit payable to the Personal Retirement
Annuity on behalf of the Participant pursuant to Section 4.2.


2.6          Compensation.


“Compensation” means the Base Salary payable with respect to an Eligible
Employee for each Program Year in excess of the salary taken into account for
purposes of determining a Participant’s deferrals under the Equitable 401(k)
Plan, as hereinafter defined.


2.7          Contribution Amount.


“Contribution Amount” means the amount contributed to the Personal
Retirement Annuity by a Participant under Section 4.1.


2.8          Eligible Employee.


“Eligible Employee” means a highly compensated or management employee of
the Employer who is designated by the Committee, by name or group or
description, in accordance with Section 3.1, as eligible to participate in the
Program.


2.9          Employer.


“Employer” means, with respect to a Participant, the Company or the
Selected Affiliate which pays such Participant’s Compensation.



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2.10        Participant.


“Participant” means any Eligible Employee who elects to participate by
filing a Payroll Deduction Authorization.


2.11        Payroll Deduction Authorization.


“Payroll Deduction Authorization” means the written authorization made by
a Participant to permit the Employer to deduct amounts from the Participant’s
Compensation and contribute such amounts to the Personal Retirement Annuity on
the Participant’s behalf.


2.12        Personal Retirement Annuity.


“Personal Retirement Annuity” means the annuity described in
Section 5.1.


2.13        Program Year.


“Program Year” means each twelve-month period commencing January 1
and ending December 31, except that the first Program Year shall commence on August 14, 2006 and end on
December 31, 2006.


2.14        Program.


“Program” means the Equitable Resources, Inc. 2006 Payroll Deduction and
Contribution Program, as amended from time to time.


2.15        Selected Affiliate.


“Selected Affiliate” means (1) any company in an unbroken chain of
companies beginning with the Company if each of the companies other than the
last company in the chain owns or controls, directly or indirectly, stock
possessing not less than 50 percent of the total combined voting power of all
classes of stock in one of the other companies, or (2) any partnership or joint
venture in which one or more of such companies is a partner or venturer, each
of which shall be selected by the Committee.



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ARTICLE III


ELIGIBILITY AND PARTICIPATION


3.1          Eligibility.


Eligibility to participate in the Program is limited to Eligible
Employees.  From time to time, and
subject to Section 3.4, the Committee shall prepare, and attach to the Program
as Exhibit A, a complete list of the Eligible Employees, by individual
name or by reference to an identifiable group of persons or by descriptions of
individuals which would qualify as individuals who are eligible to participate,
and all of whom shall be a select group of management or highly compensated
employees.


3.2          Participation.


Participation in the Program shall be limited to Eligible Employees who
elect to participate in the Program by filing a Payroll Deduction Authorization
with the Committee.  An Eligible Employee
shall commence participation in the Program upon the first day of each Program
Year, following the receipt of his or her Payroll Deduction Authorization by
the Committee in the preceding calendar year or within 30 days of becoming a
Participant if such date occurs after the commencement of the Program Year;
provided further that, for the first Program Year the Participant may file his
or her Payroll Deduction Authorization within thirty days after commencement of
the first Program Year.  Unless and until
terminated, Payroll Deduction Authorizations will remain effective from year to
year.


3.3          Change in Participation Status.


A Participant may terminate his or her participation in the Program at
any time during a Program Year.


3.4          Ineligible Participant


Notwithstanding any other provisions of this Program to the contrary, if
the Committee determines that any Participant may not qualify as a member of a
select group of “management or highly compensated employee” within the meaning
of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”)
or regulations thereunder, the Committee may determine, in its sole discretion,
that such Participant shall cease to be eligible to participate in this
Program.



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ARTICLE IV


CONTRIBUTIONS AND COMPANY BENEFITS


4.1          Contribution Amounts.


With respect to each Program Year, a Participant may elect a payroll
deduction of a specified percentage of his or her Compensation as provided in
Exhibit B by filing a Payroll Deduction Authorization prior to the commencement
of the Program Year or, in the case of the first Program Year or the first year
in which a Participant becomes eligible to participate after commencement of
the Program Year, within 30 days after the commencement of the first
Program Year or initial eligibility, as the case may be.  A Participant may change the percentage of
his or her Compensation to be deducted at any time during a Program Year.


4.2          Company Benefit.


The Employer shall provide a Company Benefit under this Program with
respect to each Participant who is eligible to be allocated matching
contributions and/or performance contributions (also known as “retirement
contributions”) under the Equitable Resources, Inc. Employee Savings Plan,
originally adopted September 1, 1985, as amended (“Equitable 401(k) Plan”).  The total Company Benefit under this Program
on behalf of a Participant for a Program Year shall be equal to the matching and
performance contributions which would be credited to the Participant under the
Equitable 401(k) Plan based upon the Participant’s Contribution Amount, absent
the limitations of Sections 402(g), 401(a)(17), and 415 of the Code.  Except as expressly provided herein, the
terms and conditions of any Company Benefit provided under this Program shall
be the same as provided in the Equitable 401(k) Plan.


4.3          Contribution Amounts and Company Benefit
Amounts.


(a)  Contribution Amounts.  Participant’s Contribution Amounts shall be
contributed by the Employer to the Participant’s Personal Retirement Annuity on
an after-tax basis in accordance with the Employer’s normal payroll
practices.  To the extent that the
Employer is required to withhold any taxes or other amounts from Participants’
Contribution Amounts pursuant to any state, federal or local law, such amounts
shall be withheld from the Participants’ Contribution Amounts.


(b)  Company Benefits.  The Company Benefit under the Program for
each Participant shall be contributed by the Employer to the Participant’s
Personal Retirement Annuity on an after-tax basis on the last business day of
each calendar month, provided that the Participant is employed by the Employer
or selected Affiliated on such date and has not terminated his or her
participation in the Plan; provided, further, that in no event shall any
Company Benefit be contributed to the Participant’s Personal Retirement Annuity
later than 21⁄2 months following the year in which the Participant received a
vested right to such amounts, within the meaning of Section 409A of the
Code.  If a Participant ceases to be
employed by the Company prior to the last business day of a month or has
terminated his or her participation in the Plan prior to such day, the Company
Benefit for such month shall be forfeited without any further action required
by the Company.



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ARTICLE V


PERSONAL RETIREMENT ANNUITIES


5.1          General.


The Personal Retirement Annuity to which Contribution Amounts and Company
Benefits will be contributed is listed on Exhibit C, hereto, and may be
changed by the Committee in its discretion, on a prospective basis, from time
to time.


5.2          Terms of Personal Retirement Annuity.


The terms of the Personal Retirement Annuity shall be as provided by the
sponsor of such annuity, including the investment returns and elections,
payment and withdrawal provisions and statements of account.  The election of investments within a Personal
Retirement Annuity shall be the sole responsibility of each Participant.  The Company, the Employer, their
employees and Committee members are not authorized to make any recommendation
to any Participant with respect to such election.  Each Participant assumes all risk connected
with any adjustment to the value of his or her Personal Retirement
Annuity.  Neither the Committee, the
Company, nor the Employer in any way guarantees against loss or depreciation.



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ARTICLE VI


ADMINISTRATION


6.1          Committee.


The administrative committee for the Program (the “Committee”) shall be
the Benefits Administration Committee of the Company.  The Committee shall have (i) complete
discretion to supervise the administration and operation of the Program, (ii)
complete discretion to adopt rules and procedures governing the Program from
time to time, and (iii) sole authority to give interpretive rulings with
respect to the Program.


6.2          Agents.


The Committee may appoint an individual, who may be an employee of the
Company, to be the Committee’s agent with respect to the day-to-day
administration of the Program.  In
addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time
to time consult with counsel who may be counsel to the Company.


6.3          Binding Effect of Decisions.


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


6.4          Indemnification of Committee.


The Company shall indemnify and hold harmless the members of the
Committee and the Benefits Investment Committee and their duly appointed agents
under Section 6.2 against any and all claims, loss, damage, expense or
liability arising from any action or failure to act with respect to the
Program, except in the case of gross negligence or willful misconduct by any
such member or agent of the Committee or Benefits Investment Committee.



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ARTICLE VII


AMENDMENT AND TERMINATION OF
PROGRAM


7.1          Amendment.


The Company, on behalf of itself and of each Selected Affiliate may at
any time amend, suspend or reinstate any or all of the provisions of the
Program, except that no such amendment, suspension or reinstatement may
adversely affect any Participant’s Personal Retirement Annuity as it existed as
of the day before the effective date of such amendment, suspension or
reinstatement, without such Participant’s prior written consent.  Written notice of any amendment or other
action with respect to the Program shall be given to each Participant.


7.2          Termination.


The Company, on behalf of itself and of each Selected Affiliate, in its
sole discretion, may terminate this Program at any time and for any reason
whatsoever.  A termination of the Program
shall not adversely affect any Participant’s Personal Retirement Annuity as it
existed on the day before such termination, without the Participant’s prior
written consent.



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ARTICLE VIII


MISCELLANEOUS


8.1          Funding.


Participants and their heirs, successors and assigns, shall have no
secured interest or claim in any property or assets of the Employer or the
Company.  The Employer’s and the Company’s
obligation under the Program to deposit Contribution Amounts and Company
Benefits to a Participant’s Personal Retirement Annuity shall be merely that of
an unfunded and unsecured promise.  To
the extent that any Participant or other person acquires a right to receive
payments under the Program, such right shall be no greater than the right, and
each Participant shall at all times have the status, of a general unsecured
creditor of the Company or any Employer.


8.2          Nonassignability.


No right or interest under the Program of a Participant (or any person
claiming through or under him or her) shall be assignable or transferable in
any manner or be subject 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. 
If any Participant shall attempt to or shall transfer, assign, alienate,
anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or
any part thereof, or if by reason of his or her bankruptcy or other event
happening at any time such benefits would devolve upon anyone else or would not
be enjoyed by him or her, then the Committee, in its discretion, may terminate
his or her interest in any such benefit to the extent the Committee considers
necessary or advisable to prevent or limit the effects of such occurrence.  Termination shall be effected by filing a
written “termination declaration” with the Clerk of the Company and making
reasonable efforts to deliver a copy to the Participant whose interest is
adversely affected (the “Terminated Participant”).


8.3          No Acceleration of Benefits.


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


8.4          Captions.


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


8.5          Governing Law.


The provisions of the Program shall be construed and interpreted according
to the laws of the Commonwealth of Pennsylvania without regard to its conflicts
of laws provisions.


8.6          Successors.


The provisions of the Program shall bind and inure to the benefit of the
Company, the Employer, 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 an Employer and successors of any such
Company or other business entity.



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8.7          No Right to Continued Service.


Nothing contained herein shall be construed to confer upon any Eligible
Employee the right to continue to serve as an Eligible Employee of an Employer
or in any other capacity.


8.8          Benefit Claims.


(a)  Initial
Claims.  To make a claim for a
benefit, a Participant may file a written request for such benefit with the
Committee, setting forth the claim.  The
Committee shall reply to the claim within 90 days of its receipt (but may
extend such time up to an additional 90 days for reasonable cause).


(b)  Denied
Claims.  If the Committee
denies a claim, the Committee shall send the Participant a denial notice
setting forth the specific reasons for such denial; references to pertinent
provisions of this Plan; a description of any additional material or
information necessary to perfect the claim and an explanation why such material
or such information is necessary; information as to the steps to be taken to
submit the claim for review and the applicable time limit for requesting a
review; and a statement of the Participant’s right to bring an action under
Section 502 of ERISA upon the denial of the appeal of a previously denied
claim.


(c)  Appealing a
Claim.  The Participant or the
Participant’s authorized representative may make a written request within 60
days of the denial to the Committee to review the denial.  The Participant may review the pertinent
documents and submit issues and comment in writing for consideration by the
Committee.  If the Participant does not
request a review of the initial determination within such 60-day period, he or
she will be barred from challenging the determination.  Within 60 days after the Committee’s receipt
of the Participant’s request for review, the Participant will receive notice of
the Committee’s decision.  If the claim
is denied, the notice will contain the specific reasons for the decision;
specific references to the pertinent provisions of this Plan upon which the
decision is based; and a statement of the Participant’s right to bring an
action under Section 502 of ERISA.  If
special circumstances require that the 60-day time period be extended, the
Committee will notify the Participant and will render the decision as soon as
possible, but no later than 120 days after receipt of the request for review.



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