Exhibit 10.24(a)


 


AGREEMENT
AND PLAN OF MERGER


 


THIS AGREEMENT AND PLAN
OF MERGER (“Agreement”) dated as of the 30th day of June, 2008 among
Equitable Resources, Inc., a Pennsylvania corporation formed in 1926 (the
“Company”), Equitable Resources, Inc., a Pennsylvania corporation formed
in 2008 and a direct wholly-owned subsidiary of the Company (“New EQT”) and EGC
Merger Co., a Pennsylvania corporation and a direct wholly-owned subsidiary of
New EQT (“MergerSub”).


 


WITNESSETH:


 


A.  The Company’s authorized capital stock
consists of 320,000,000 shares of common stock, no par value (“Company Common
Stock”), of which approximately 130,880,000 shares were issued and outstanding
as of June 10, 2008 and 26,750,000 shares were held in treasury on such
date, and (ii) 3,000,000 shares of preferred stock, no par value (“Company
Preferred Stock”), none of which is currently outstanding. The Company’s Board
of Directors has the authority, without further shareholder action, to divide
the preferred stock into series and to determine and fix the designations and
relative rights and preferences of each series prior to issuance.


 


B.  New EQT’s authorized capital stock consists
of 320,000,000 shares of common stock, no par value (“New EQT Common Stock”),
of which 10,000 shares are issued and outstanding, and (ii) 3,000,000
shares of preferred stock, no par value (“New EQT Preferred Stock”), none of
which is currently outstanding. New EQT’s Board of Directors has the authority,
without further shareholder action, to divide the preferred stock into series
and to determine and fix the designations and relative rights and preferences
of each series prior to issuance. The Company owns all of the issued and
outstanding New EQT Common Stock.


 


C.  The designations, rights, powers and preferences,
and the qualifications, limitations and restrictions thereof, of the New EQT
Common Stock and the New EQT Preferred Stock are the same as those of the
Company Common Stock and Company Preferred Stock.


 


D.  The Articles of Incorporation and the By-laws
of New EQT immediately after the Effective Time (as hereinafter defined) will
contain provisions identical to the Articles of Incorporation and By-laws of
the Company immediately before the Effective Time.


 


E.  MergerSub’s authorized capital stock consists
of 1,000 shares of common stock, $.01 par value (“MergerSub Common Stock”), of
which 1,000 shares are currently issued and outstanding and no shares are
currently held in treasury.  New EQT owns
all of the issued and outstanding MergerSub Common Stock.


 


F.  New EQT and MergerSub are newly formed
corporations organized for the purpose of participating in the transactions
herein contemplated.


 


G.  The Company desires to create a new holding
company structure, pursuant to Section 1924(b)(4) of the PBCL (the
“PBCL”), by merging MergerSub with and into the Company with the Company being
the surviving corporation, and converting each outstanding share of Company
Common Stock into a like number of shares of New EQT Common Stock, all in
accordance with the terms of this Agreement.


 

















 


H.  The Boards of Directors of New EQT, MergerSub
and the Company have approved this Agreement and the merger of MergerSub with
and into the Company upon the terms and subject to the conditions set forth in
this Agreement (the “Merger”) in accordance with the PBCL.


 


I.  Immediately prior to the Effective Time, the
Company will contribute to the capital of New EQT all of the shares of Company
Common Stock then held by the Company in its treasury.


 


J.  The directors and officers of the Company
immediately prior to the Merger will be the directors and officers of New EQT
as of the Effective Time.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, and
intending to be legally bound hereby, the Company, New EQT and MergerSub hereby
agree as follows:


 


1.                                      The
Merger.  Pursuant to the
provisions of Section 1924(b)(4) of the PBCL and subject to the terms
and conditions of this Agreement, MergerSub shall, at the Effective Time, be
merged with and into the Company, and the separate existence of MergerSub shall
cease.  The Company shall continue as the
surviving corporation and assume all rights, privileges, assets and liabilities
of MergerSub.  The Company as the
surviving corporation after the Merger is hereinafter sometimes referred to as
the “Surviving Corporation.”


 


2.                                      Surviving
Corporation.  At the Effective
Time, the effect of the Merger shall be as provided in Section 1929 of the
PBCL.  As a result of the Merger, by
operation of law and without further act or deed, at the Effective Time, all
property, rights, interests and other assets of Merger Sub shall be transferred
to and vested in the Surviving Corporation, and the Surviving Corporation shall
assume all of the liabilities and obligations of MergerSub.


 


3.                                      Treatment
of Shares.


 


3.1.                              New
EQT Common Stock.  At the Effective
Time, each share of New EQT Common Stock held by the Company shall, by virtue
of the Merger and without any action on the part of the holder thereof, be
cancelled without conversion or issuance of any shares of stock of the
Surviving Corporation with respect thereto.


 


3.2.                              Company
Common Stock and Certificates.  At
the Effective Time, each share of Company Common Stock issued and outstanding
immediately prior to the Effective Time 
(including those shares formerly held in treasury by the Company and
contributed to New EQT prior to the Merger) shall, by virtue of the Merger and
without any action on the part of the holder thereof, be converted into and
thereafter represent one fully paid, duly issued and nonassessable share of New
EQT Common Stock, which shall have the same designations, rights, powers and
preferences and the same qualifications, limitations and restrictions as a
share of Company Common Stock immediately prior to the Effective Time, and each
certificate previously representing any such shares of Company Common Stock
shall, at the effective time, automatically, without the requirement of any
exchange thereof, represent the same number of shares of New EQT Common Stock.


 


3.3.                              MergerSub
Common Stock.  At the Effective Time,
each share of MergerSub Common Stock issued and outstanding immediately prior
to the Effective Time shall, by virtue of the Merger and without any action on
the part of the holder thereof, be converted into and thereafter represent one
duly issued, fully paid and nonassessable share of common stock of the
Surviving Corporation.


 


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4.                                      Effective
Time.  If this Agreement is not
terminated as contemplated by Section 10 hereof, Articles of Merger (the
“Articles of Merger”), executed in accordance with the PBCL, shall be delivered
to the appropriate state officials for filing. 
The Merger shall become effective at 11:58 P.M. on Monday,
June 30, 2008 (the “Effective Time”).


 


5.                                      Articles
of Incorporation.  The Articles
of Incorporation of MergerSub as in effect at the Effective Time, from and
after the Effective Time and until further amended as provided by applicable
law, shall be, and may be separately certified as, the Articles of
Incorporation of the Surviving Corporation.


 


6.                                      By-laws.  The By-laws of MergerSub, as in effect at the
Effective Time, shall be the By-laws of the Surviving Corporation, to remain
unchanged until amended in accordance with the provisions thereof and of
applicable law.


 


7.                                      Directors
and Officers.  At the Effective
Time, the Board of Directors of the Surviving Corporation shall consist of
those persons who were directors of MergerSub immediately prior to the
Effective Time, and the officers of the Surviving Corporation shall be the
persons who were officers of MergerSub immediately prior to the Effective Time,
each such person to hold, in accordance with the By-laws and at the pleasure of
the Board of Directors of the Surviving Corporation, the same office or offices
with the Surviving Corporation as he or she then held with MergerSub.


 


8.                                      Actions
to be taken in Connection with the Merger.


 


8.1.                              Assumption
of Equity Plans.  New EQT and the
Company hereby agree that they will, at the Effective Time, execute,
acknowledge and deliver an assumption agreement pursuant to which New EQT will,
from and after the Effective Time, assume and agree to perform all obligations
of the Company under the Company’s Equitable Resources, Inc. 2005 Employee
Deferred Compensation Plan and Equitable Resources, Inc. 2005 Directors’
Deferred Compensation Plan (Registration Statement No. 333-122382); 1999
Equitable Resources, Inc. Long Term Incentive Plan (Registration Statement
No. 333-70822); Equitable Resources, Inc. Deferred Compensation Plan
and Equitable Resources, Inc. Directors’ 
Deferred Compensation Plan (Registration Statement No. 333-32410);
1999 Equitable Resources, Inc. Long Term Incentive Plan (Registration
Statement No. 333-82189); 1999 Equitable Resources, Inc. Non-Employee
Directors’ Stock Incentive Plan (Registration Statement No. 333-82193);
Equitable Resources, Inc. Employee Savings and Protection Plan
(Registration Statement No. 333-22529); Equitable Resources, Inc. Employee
Stock Purchase Plan (Registration Statement No. 333-01879); Dividend
Reinvestment and Stock Purchase Plan (Registration Statement No. 2-66128)
and Equitable Resources, Inc. Employee Savings Plan (Registration
Statement No. 033-00252) (the “Registered Stock Plans”).


 


The outstanding options
and other awards assumed by New EQT shall be exercisable upon the same terms
and conditions as under the Plans immediately prior to the Effective Time,
except that, upon the exercise of each such option or award, shares of New EQT
Common Stock shall be issuable in lieu of each share of Company Common Stock
issuable upon the exercise thereof immediately prior to the Effective Time.


 


8.2.                              Post-Effective
Amendments.  It is the intent of the
parties hereto that New EQT, as of the Effective Time, be deemed a “successor
issuer” for purposes of continuing offerings of the Company under the
Securities Act of 1933, as amended.  As
soon as practicable following the Merger, New EQT will file post-effective
amendments to the Company’s registration statements on Form S-8 covering
the Registered Stock Plans, adopting such statements as its own registration
statements for all purposes of the Securities Act and the Exchange Act and
setting forth any additional information necessary to reflect any material changes
made in connection with or resulting from the succession or


 


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necessary to keep the
registration statements from being misleading.


 


8.3.                              Reservation
of Shares.  On or prior to the
Effective Time, New EQT will reserve sufficient shares of New EQT Common Stock
to provide for the issuance of New EQT Common Stock upon exercise of the
options outstanding under the Registered Stock Plans.


 


9.                                      Adoption
and Approval.  The Agreement was adopted and
approved by the Board of Directors of the Company acting through a Special
Committee of the Board of Directors by an action on June 9, 2008, by
written consent of the Board of Directors of New EQT dated June 10, 2008
and by written consent of the Board of Directors of MergerSub dated
June 10, 2008.  Pursuant to
Section 1924(b)(4) of the PBCL, the Plan was not approved by the
shareholders of the Company or MergerSub.


 


10.                               Termination
and Amendment.  This Agreement
may be terminated and the Merger abandoned by the Board of Directors of each of
the Company, New EQT or MergerSub at any time prior to the Effective Time.  In addition, this Agreement may be amended by
the mutual consent of the Boards of Directors of the Company, New EQT and
MergerSub at any time prior to the Effective Time.


 


11.                               Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.


 


12.                               Counterparts.  This Agreement may
be executed in one or more counterparts, each of which when executed shall be
deemed to be an original but all of which shall constitute one and the same
agreement.


 


13.                               Miscellaneous.  Upon the Effective Date, all the property,
rights, privileges, franchises, patents, trademarks, licenses, registrations
and other assets of every kind and description of MergerSub shall be
transferred to, vested in and devolve upon the Company without further act or
deed and all property, rights, and every other interest of the Company and
MergerSub shall be as effectively the property of the Company as they were of
the Company and MergerSub respectively. 
MergerSub hereby agrees from time to time, as and when requested by the
Company or by its successors or assigns, to execute and deliver or cause to be
executed and delivered all such deeds and instruments and to take or cause to
be taken such further or other action as the Company may deem necessary or
desirable in order to vest in and confirm to the Company title to and
possession of any property of MergerSub acquired or to be acquired by reason of
or as a result of the Merger herein provided for and otherwise to carry out the
intent and purposes hereof and the proper officers and directors of MergerSub
and the proper officers and directors of the Company are fully authorized in
the name of MergerSub or otherwise to take any and all such action.


 


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IN WITNESS WHEREOF, the
parties hereto have caused this duly approved Agreement to be executed as of
the date first above written.


 


	
   

  	
  Equitable Resources, Inc.
  (organized in 1926)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  
	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  EGC Merger Co.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James E.
  Crockard, III

  
	
   

  	
  Name: James E.
  Crockard, III

  
	
   

  	
  Title:   Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Equitable
  Resources, Inc. (organized in 2008)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip P. Conti

  
	
   

  	
  Name:

  	
  Philip P. Conti

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief

  
	
   

  	
   

  	
  Financial Officer

  
				



 


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