Exhibit 4.3


 


EQUITABLE RESOURCES, INC.


2008 EMPLOYEE STOCK PURCHASE PLAN


 


Article I.                Purpose.


 


The Equitable Resources, Inc. 2008 Employee Stock
Purchase Plan is intended to provide a method whereby Employees of the Company
will have an opportunity to purchase shares of the Common Stock of the Company
through payroll deductions.  It is the
intention of the Company to have the Plan qualify as an “employee stock
purchase plan” under Section 423 of the Code.  The provisions of the Plan shall be construed
so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.


 


Article II.              Definitions.


 


2.1           “Board”
shall mean the Board of Directors of the Company.


 


2.2           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


2.3           “Committee”
shall mean the Compensation Committee of the Board, including any successor
committee.


 


2.4           “Common
Stock” shall mean the common stock of the Company, or any stock into which such
common stock may be converted.


 


2.5           “Company”
shall mean Equitable Resources, Inc.


 


2.6           “Designated
Percentage” shall mean the percentage described in Section 5.2 of the
Plan.


 


2.7           “Designated
Subsidiary” shall mean all Subsidiaries of the Company, unless otherwise
specified by the Committee.


 


2.8           “Eligible
Compensation” shall mean the basic rate of compensation established by the
Company for the services of an Employee, including overtime and merit salary
increases paid during the year, but shall exclude all other forms of
compensation, including, by way of illustration and not limitation, bonuses,
commissions, payments in lieu of vacation, all non-regular payments, payments
to health, retirement, unemployment, death, long-term disability (other than
short-term non-occupational illness), or any other similar plan generally
classified as a welfare or pension plan, any special purpose payments such as
car or expense allowances, moving expenses, educational payments, and any other
non-basic payments, as such compensation appears on the books and records of the
Company or a Designated Subsidiary for services rendered to the Company or a
Designated Subsidiary, determined prior to any contractual reductions related
to contributions under a “qualified cash or deferred arrangement” (as
determined under Section 401(k) of the Code and its applicable
regulations) or under a “cafeteria plan” (as defined under Section 125 of
the Code and its applicable regulations). 
The Committee shall have the authority from time to time to approve the
inclusion or deletion of any 


 

















 


or
all forms of compensation in or from the definition of Eligible Compensation
and may change the definition on a prospective basis, subject, however, to Code
Section 423(b)(5).


 


2.9           “Employee”
shall mean any employee of the Company or a Designated Subsidiary during the
relevant Purchase Period; provided that the Committee shall have the authority
to exclude (i) employees who have been employed less than two years; (ii) employees
whose customary employment is 20 hours or less per week; (iii) employees whose
customary employment is for not more than five months in any calendar year; and
(iv) highly compensated employees.


 


2.10         “Offering
Date” shall mean the first business day of each Purchase Period.


 


2.11         “Fair
Market Value” shall mean the closing price of a share of Common Stock in the
New York Stock Exchange Composite Transactions on the relevant date, or, if no
sale shall have been made on such exchange on that date, the closing price in
the New York Stock Exchange Composite Transactions on the last preceding day on
which there was a sale.


 


2.12         “Participant”
shall mean a participant in the Plan as described in Article III of the
Plan.


 


2.13         “Plan”
shall mean this Equitable Resources, Inc. 2008 Employee Stock Purchase
Plan, as amended from time to time.


 


2.14         “Purchase
Date” shall mean the last business day of each Purchase Period.


 


2.15         “Purchase
Period” shall mean a one-month or other period as determined by the Committee
pursuant to Section 4.2; provided that in no event shall the duration of
any Purchase Period exceed five years in the case of a Purchase Period during
which the purchase price of any stock option is stated in terms of a percentage
of the Fair Market Value of the Common Stock on the Purchase Date, or 27 months
in the case of a Purchase Period during which the purchase price of any stock
option is stated in terms of a percentage of the Fair Market Value of the
Common Stock on the Offering Date or the Purchase Date.


 


2.16         “Subsidiary”
shall mean any subsidiary corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company, as described in Code Section 424(f).


 


Article III.             Eligibility, Participation and Withdrawal.


 


3.1           Eligibility.  Any
Employee employed by the Company or by any Designated Subsidiary on an Offering
Date shall be eligible to participate in the Plan with respect to the Purchase
Period commencing on such Offering Date. 
No Employee may be granted an option under the Plan if immediately after
an option is granted the Employee owns or is considered to own (within the
meaning of Code Section 424(d)), shares of capital stock, including stock
which the Employee may purchase by conversion of convertible securities or
under outstanding options granted by the Company, possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company or
of any of its Subsidiaries.  All
Employees who participate 


 


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in
the Plan shall have the same rights and privileges under the Plan except for
differences which are consistent with Code Section 423(b)(5).


 


3.2           Enrollment.  An
Employee who is eligible to participate in the Plan may become a Participant
beginning with the first payroll date following the commencement of a Purchase Period
by filing, during the enrollment period prior to an applicable Offering Date
prescribed by the Committee, a completed payroll deduction authorization in the
manner specified with the Human Resources Department of the Company.  For this purpose, an Employee’s enrollment in
the Company’s predecessor’s prior employee stock purchase plan through the date
of its termination shall be sufficient to satisfy the initial enrollment
requirements of the Plan.


 


3.3           Payroll Deductions.


 


(a)           An
eligible Employee may authorize payroll deductions at the rate of any whole
percentage of the Employee’s Eligible Compensation, not to exceed 10% or such
other percentage as specified by the Committee prior to the commencement of a
Purchase Period.  All payroll deductions
may be held by the Company and commingled with its other corporate funds.  No interest shall be paid or credited to the
Participant with respect to such payroll deductions except where required by
local law or as determined by the Committee. 
A separate bookkeeping account for each Participant shall be maintained
by the Company under the Plan, and the amount of each Participant’s payroll
deductions shall be credited to such account. 
A Participant may not make any additional payments into such account.


 


(b)           Subject
to such limitations, if any, as prescribed by the Committee, a Participant may
prospectively initiate an increase or decrease to his or her rate of payroll
deductions for any Purchase Period at any time in accordance with and by such
time as is established under the Company’s then applicable procedures for
changing payroll deductions, which at a minimum shall permit a Participant to
increase or decrease his or her rate of payroll deductions on the first day of
January, April, July or October by filing a new payroll deduction
authorization form with the Company at least 30 days prior to such dates.  If a Participant has not followed such
procedures to change the rate of payroll deductions, the rate of payroll deductions
shall continue at the originally elected rate throughout the Purchase Period
and future Purchase Periods unless reduced to reflect a change by the Committee
in the maximum permissible rate.


 


3.4           Withdrawal.


 


(a)           Under
procedures established by the Committee, a Participant may discontinue payroll
deductions under the Plan at any time during, or following, a Purchase
Period.  If a Participant has not
followed such procedures to discontinue the payroll deductions, the rate of
payroll deductions shall continue at the originally elected rate throughout the
Purchase Period and future Purchase Periods unless reduced to reflect a change
by the Committee in the maximum permissible rate.


 


(b)           If a
Participant discontinues participation during a Purchase Period, his or her
accumulated payroll deductions will be used to purchase shares of the Company’s
Common Stock in accordance with this Plan, but no further payroll deductions
will be made from his or her pay during such Purchase Period or future Purchase
Periods; provided, however, a 


 


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Participant’s
withdrawal will not have any effect upon his or her eligibility to elect to
participate in any succeeding Purchase Period.


 


3.5           Termination of Employment. 
In the event any Participant terminates employment with the Company or
any Subsidiary for any reason (including death or disability or failure to
return to active employment following a paid leave of absence) prior to the
expiration of a Purchase Period, the Participant’s participation in the Plan
shall terminate, and all amounts credited to the Participant’s account shall be
used to purchase shares of the Company’s Common Stock in accordance with this
Plan.  Employees who are on a Company
paid leave of absence, as described in the Company’s policies, shall be
considered Employees through the leave of absence and shall be deemed to have
terminated employment at the end of such leave of absence unless such Employee
has returned to active employment.


 


Article IV.             Offerings.


 


4.1           Authorized Shares.  The
maximum number of shares of Common Stock which may be issued pursuant to the
Plan shall be 1,000,000 shares, subject to adjustment as provided in Article VII.  The shares which may be issued under the Plan
may be either authorized but unissued shares or treasury shares or partly each,
or shares purchased on the open market, as determined from time to time by the
Board.  If on any Purchase Date the
number of shares otherwise purchasable by Participants is greater than the number
of shares then remaining available under the Plan, the Committee shall allocate
the available shares among the Participants in such manner as it deems fair and
which complies with the requirements of Code Section 423 for employee
stock purchase plans.


 


4.2           Purchase Periods. 
Each Purchase Period shall be determined by the Committee. Unless
otherwise determined by the Committee, (i) the duration of each Purchase
Period shall be one month, (ii) the first Purchase Period shall commence July 1,
2008; and (iii) subsequent Purchase Periods shall run consecutively after
the termination of the preceding Purchase Period.  The Committee shall have the power to change
the commencement date or duration of future Purchase Periods, without
shareholder approval, and without regard to the expectations of any
Participants.  In the event of the
proposed liquidation or dissolution of the Company or a proposed sale of all or
substantially all of the stock or assets of the Company or the merger or
consolidation of the Company with or into another corporation, then the
Committee may, in its sole discretion, establish a date on or before the date
of consummation of such liquidation, dissolution, sale, merger or
consolidation, which date shall be the ending date of the then current Purchase
Period.


 


Article V.              Grant of Options.


 


5.1           Grant of Options.  On
the Offering Date for each Purchase Period, each eligible Employee who has
elected to participate as provided in Section 3.2 shall be granted an
option to purchase the number of shares of Common Stock which may be purchased
with the payroll deductions to be accumulated in an account maintained on
behalf of such Employee assuming (1) payroll deductions throughout the
Purchase Period at a rate of 25% (or such other percentage as determined by the
Committee) of the Employee’s Eligible Compensation as of the Offering 


 


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Date
and (2) a purchase price equal to the Designated Percentage (as defined in
Section 5.2) of Fair Market Value as of the Offering Date.  Notwithstanding the preceding sentence:


 


(a)           The
number of shares which may be purchased by any Participant on the first
Purchase Date to occur in any calendar year may not exceed the number of shares
determined by dividing $25,000 by the Fair Market Value of a share of Common
Stock on the Offering Date for the Purchase Period ended on such Purchase Date.


 


(b)           The
number of shares which may be purchased by a Participant on any subsequent
Purchase Date in the same calendar year shall not exceed the number of shares
determined by performing the calculation below:


 


Step One: 
Multiply the number of shares purchased by the Participant on each
previous Purchase Date in the same calendar year by the Fair Market Value of a
share of Common Stock on the Offering Date for the Purchase Period ended on
such Purchase Date.


 


Step Two: 
Subtract the amount(s) determined in Step One from $25,000.


 


Step Three: 
Divide the remainder amount determined in Step Two by the Fair Market
Value of a share of Common Stock on the Offering Date for the Purchase Period
ending on the Purchase Date for which the calculation is being performed.  The quotient thus obtained is the maximum
number of shares which may be purchased by the Participant on such Purchase
Date.


 


5.2           Purchase Price.  The
option price of each option shall be 90% (the “Designated Percentage”) of the
Fair Market Value on the Purchase Date on which the Common Stock is
purchased.  Notwithstanding the foregoing
sentence, the Committee may change the Designated Percentage with respect to
any future Purchase Period, but not below 85%, and the Committee may determine
with respect to any prospective Purchase Period that the option price shall be
the Designated Percentage of the lower of (i) the Fair Market Value of the
Common Stock on the Offering Date on which an option is granted or (ii) the
Fair Market Value of the Common Stock on the Purchase Date on which the Common
Stock is purchased.


 


5.3           $25,000 Limitation.  Notwithstanding
any other provision of the Plan to the contrary, no Employee participating in
the Plan shall be granted an option which permits the Employee’s rights to
purchase Common Stock under the Plan and all Code Section 423 employee
stock purchase plans of the Company and its Subsidiaries to accrue at a rate
which exceeds $25,000 in Fair Market Value of Common Stock (determined at the
time such option is granted) for each calendar year in which such option is
outstanding at any time.  The preceding
sentence shall be interpreted so as to comply with Code Section 423(b)(8).


 


Article VI.             Exercise and Delivery.


 


6.1           Automatic Exercise.  Subject
to Section 3.5 and the limitation of Section 5.1, on each Purchase
Date, a Participant’s option shall be exercised automatically for the purchase
of that number of full and fractional shares of Common Stock which the
accumulated payroll deductions credited to the Participant’s account at that
time shall purchase at the applicable price specified in Section 5.2.  All fees associated with the purchase of
shares will be paid by the Company.


 


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6.2           Payment.  The Company
shall retain the amount of payroll deductions used to purchase Common Stock as
full payment for the Common Stock, and the Common Stock shall then be fully
paid and non-assessable.  No Participant
shall have any voting, dividend, or other shareholder rights with respect to
shares subject to any option granted under the Plan until the shares subject to
the option have been purchased and delivered to the Participant as provided in
this Article VI.


 


6.3           Delivery.  Unless and
until otherwise determined by the Committee, all shares purchased under the
Plan shall be deposited, in book-entry form or otherwise, directly to an
account established in the name of the Participant.  Upon the exercise of an option on each
Purchase Date, the Company shall deliver (by electronic or other means) to the
Participant a record of the Common Stock purchased.  The Committee may require that shares
purchased under the Plan be retained for a designated period of time (and may
restrict dispositions during that period) and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares or to restrict
transfer of such shares.


 


6.4           Transferability. 
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and during
the Participant’s lifetime may be exercised only by the Participant.  Any attempted assignment, transfer, pledge,
or other disposition shall be null and void and without effect.  If a Participant in any manner attempts to
transfer, assign or otherwise encumber his or her rights or interest under the
Plan, other than as permitted by the Code, such act shall be treated as an
election by the Participant to discontinue participation in the Plan pursuant
to Section 3.4.


 


Article VII.           Adjustments.


 


If a dividend or other distribution shall be declared
upon the Common Stock payable in shares of the Common Stock, the number of
shares of the Common Stock then subject to any outstanding stock options, the
number of shares of the Common Stock subject to the share limit provided herein
and the number of shares which may be issued under the Plan but are not then
subject to outstanding stock options shall be adjusted by adding thereto the
number of shares of the Common Stock which would have been distributable
thereon if such shares had been outstanding on the date fixed for determining
the shareholders entitled to receive such stock dividend or distribution.


 


Subject to the Board’s ability to terminate the Plan
pursuant to Article IX and the Committee’s discretion to terminate a
Purchase Period pursuant to Section 4.2, if the outstanding shares of the
Common Stock shall be changed into or exchangeable for a different number or
kind of shares of stock or other securities of the Company or another
corporation, whether through reorganization, reclassification,
recapitalization, stock split-up, combination of shares, merger or
consolidation, then there shall be substituted for each share of the Common
Stock which may be issued under the Plan but which is not then subject to any
outstanding stock option, the number and kind of shares of stock or other
securities into which each outstanding share of the Common Stock shall be so
changed or for which each such share shall be exchangeable.


 


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In case of any adjustment or substitution as provided
for in this Article VII, the Committee shall equitably adjust the formula
for determining the Purchase Price of outstanding stock options in accordance
with the requirements of Sections 423 and 424 of the Code.


 


If any adjustment or substitution provided for in this Article VII,
requires the approval of shareholders in order to enable the Company to grant
stock options under the Plan, then no such adjustment or substitution shall be
made without the required shareholder approval. 
Notwithstanding the foregoing, if the effect of any such adjustment or substitution
would be to cause any outstanding option granted under the Plan to fail to
continue to qualify as an option subject to Sections 421 and 423 of the Code or
to cause a modification, extension or renewal of such option within the meaning
of Section 424 of the Code, the Committee may elect that such adjustment
or substitution not be made but rather shall use reasonable efforts to effect
such other adjustment of each then outstanding stock option as the Committee,
in its discretion, shall deem equitable and which will not result in any disqualification,
modification, extension or renewal (within the meaning of Section 424 of
the Code) of such outstanding stock option.


 


Article VIII.          Administration.


 


8.1           Authority of Committee.  The
Committee will have the authority and responsibility for the administration of
the Plan.  The Committee may delegate to
one or more individuals or committees the day-to-day administration of the
Plan.  The Committee, or its delegate,
shall have full power and authority to promulgate any rules and
regulations which it deems necessary for the proper administration of the Plan,
to interpret the provisions and supervise the administration of the Plan, to
make factual determinations relevant to Plan entitlements and to take all
action in connection with administration of the Plan as it deems necessary or
advisable.  Decisions of the Committee
shall be final and binding upon all Participants.  Any decision reduced to writing and signed by
all of the members of the Committee shall be fully effective, as if it had been
made at a meeting of the Committee duly held. 
The Company shall pay all expenses incurred in the administration of the
Plan.  No Board or Committee member shall
be liable for any action or determination made in good faith with respect to
the Plan or any option granted hereunder.


 


8.2           Reports.  Individual
accounts will be maintained for each Participant in the Plan.  Statements of account will be given to
Participants at least annually, within such time as the Committee may
reasonably determine, which statements will set forth the amounts of payroll
deductions, the purchase price, and the number of shares purchased.


 


Article IX.             Amendment or Termination of the Plan.


 


The Committee may, in its sole discretion, insofar as
permitted by law, terminate or suspend the Plan, or revise or amend it in any
respect whatsoever without shareholder approval except as may be required by
the rules of any stock exchange on which the Common Stock is listed and,
without approval of the shareholders, no such revision or amendment shall (a) increase
the number of shares subject to the Plan, other than an adjustment under Article VII
of the Plan, or (b) materially modify the requirements as to eligibility
for participation in the Plan except as otherwise specified in this Plan.


 


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Article X.              Miscellaneous.


 


10.1         Compliance with Legal and Exchange Requirements.  The Company shall not
be under any obligation to issue Common Stock upon the exercise of any option
unless and until the Company has determined that: (i) it and the
Participant have taken all actions required to register the Common Stock under
the Securities Act of 1933, or to perfect an exemption from the registration
requirements thereof; (ii) any applicable listing requirement of any stock
exchange on which the Common Stock is listed has been satisfied; and (iii) all
other applicable provisions of state, federal and applicable foreign law have
been satisfied.


 


10.2         Governmental Approvals.  This Plan and the
Company’s obligation to sell and deliver shares of its stock under the Plan in
any jurisdiction shall be subject to the approval of any governmental authority
required in connection with the Plan or the authorization, issuance, sale, or
delivery of stock hereunder in such jurisdiction.


 


10.3         No Enlargement of Employee Rights.  Nothing contained in
this Plan shall be deemed to give any Employee the right to be retained in the
employ of the Company or any Subsidiary or to interfere with the right of the
Company or any Subsidiary to discharge any Employee at any time.  It is not intended that any rights or
benefits provided under this Plan shall be considered part of normal or
expected compensation for purposes of calculating any severance, resignation,
end of service payments, bonuses, long service awards, pension, retirement or
similar payments.


 


10.4         Governing Law.  This Plan shall be
governed by Pennsylvania law.


 


10.5         Effective Date.  This Plan shall be
effective July 1, 2008, the date of its effective adoption by the Board,
provided that on or prior to June 30, 2009, such adoption of the Plan by
the Board is approved by the affirmative vote of the holders of at least a
majority of the shares of Common Stock represented in person or by proxy and
entitled to vote at a duly called and convened meeting of such holders.


 


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