Exhibit
10.17 (b)


 


NONCOMPETE AGREEMENT


 


This Agreement is made as of December 1, 1999 by and between Equitable
Resources, Inc., a Pennsylvania corporation (Equitable Resources, Inc, and its
majority-owned subsidiaries are hereinafter collectively referred to as the “Company”),
and Randall L. Crawford (the “Employee”).


 


WITNESSETH:


 


WHEREAS, in order to protect the business and goodwill of the Company,
the Company desires to obtain certain non-competition covenants from the
Employee and the Employee desires to agree to such covenants in exchange for
the Company’s agreement to pay certain severance benefits in the event that the
Employee’s employment with the Company is terminated in certain events; and


 


WHEREAS, the Employee is willing to enter into this Agreement, which
contains, among other things, specific non-competition agreements, in
consideration of the simultaneous execution by the Company and the Employee of
a new Change of Control Agreement (the “Change of Control Agreement”), which
enhances and clarifies in certain respects the benefits that the Company will
pay to the Employee if the Employee’s employment with the Company is terminated
in certain events following a charge of control of the Company.


 


NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             If the employment of
the Employee with the Company is terminated by the Company for any reason other
than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined
below), the Company shall pay the Employee, from the date of termination, in
addition to any payments to which the Employee is entitled under the Company’s
severance pay plan, twelve (12) months of base salary at the Employee’s annual
base salary level in effect at the time of such termination or immediately
prior to the salary reduction that serves as the basis for termination for Good
Reason. Employee will also be entitled to twelve (12) months of health benefits
continuation and outplacement assistance for a period not to exceed six (6)
months. Such base salary amount shall be paid by the Company to the Employee in
one lump sum payable within thirty (30) days after the Employee’s termination
or resignation hereunder. Solely for purposes of this Agreement, “Cause” shall
mean (i) a conviction of a felony, a crime of moral turpitude or fraud,
(ii) the Employee’s willful and continuous engagement in conduct which is
demonstrably and materially injurious to the Company, or (iii) the willful
and continued refusal by the Employee to perform the duties of his or her
position in a reasonable manner for thirty (30) days after written notice is
given to the Employee by the Company specifying in reasonable detail the nature
of the deficiency in the Employee’s performance. Solely for purposes of this
Agreement, termination for “Good Reason” shall mean termination of employment
by the Employee within ninety (90) days after (i) being demoted, or
(ii) being given notice of a reduction in his or her annual base salary
(other than a reduction of not more than 10% applicable to all senior officers
of the Company).


 


2.             While the Employee is
employed by the Company and for a period of six (6) months after date of
Employee’s termination of employment with Company for any reason,


 

















 


the Employee shall not
(i) directly or indirectly engage, whether as an employee, consultant,
partner, owner, agent, stockholder, officer, director or otherwise, alone or in
association with any other person or entity, in (A) the oil or natural gas
transmission and distribution business anywhere in the United States east of
the Rocky Mountains except that the restriction as to the regulated distribution
of oil and natural gas shall be limited to the markets in which the Company
conducted such business or contemplated (with the Employee’s knowledge)
conducting such business at the time of the termination of Employee’s
employment, or (B) any business activity that competes with any project or
proposed project which was discussed by or with the Employee in the course of
his or her employment with the Company or any project or proposed project with
respect to which the Company initiated any business activity during the course
of his or her employment (for purposes of this subsection (i) employment
or engagement by a customer of the Company to provide or manage services that
are provided by the Company shall be deemed to violate this subsection (i)); (ii) directly
or indirectly on his or her own behalf or on behalf of any other person or
entity contact (A) any customer of the Company with whom he or she had
contact while employed by the Company, or (B) any person or entity to whom
he or she attempted to market the Company’s products and services while
employed by the Company, in either case, for the purpose of soliciting the
purchase of any product or service that competes with any product or service
offered by the Company or which was considered to be offered by the Company
while the Employee was employed by the Company; (iii) take away or
interfere, or attempt to interfere, with any custom, trade or existing
contractual relations of the Company, including any business project or any
contemplated business project which representatives of the Company have
discussed with any potential participant in such project; or (iv) directly
or indirectly on his or her own behalf or on behalf of any other person or
entity solicit or induce, or cause any other person or entity to solicit or
induce, or attempt to induce, any employee or consultant to leave the employ of
or engagement by the Company or its successors, assigns, or affiliates, or to
violate the terms of their contracts with the Company.


 


3.             The Company may terminate
this Agreement by giving twelve (12) months’ prior written notice to the
Employee; provided that all provisions of this Agreement shall apply if any
event specified in sections 1 or 2 occurs prior to the expiration of such
twelve (12) month period. Notwithstanding anything in this Agreement to the
contrary, this Agreement shall immediately terminate and be of no further force
and effect upon the occurrence of a “Change of Control” as such term is defined
in the Change of Control Agreement and neither the Company nor the Employee
shall be bound by the terms of this Agreement following a Change of Control as
so defined.


 


4.             The provisions of
this Agreement are severable. To the extent that any provision of this
Agreement is deemed unenforceable in any court of law the parties intend that
such provision be construed by such court in a manner to make it enforceable.


 


5.             The Employee
acknowledges and agrees that:  (i) this Agreement is necessary for the
protection of the legitimate business interests of the Company; (ii) the
restrictions contained in this Agreement are reasonable; (iii) the
Employee has no intention of competing with the Company within the limitations
set forth above; (iv) the Employee acknowledges and warrants that Employee
believes that Employee will be fully able to earn an adequate likelihood for
Employee and Employee’s dependents if the covenant not to compete contained in
this Agreement is enforced against the Employee; and (v) the Employee has
received adequate and valuable consideration for entering into this Agreement.


 


6.             The Employee
stipulates and agrees that any breach of this Agreement by the Employee will
result in immediate and irreparable harm to the Company, the amount of which
will be extremely difficult to ascertain, and that the Company could not be
reasonably or adequately compensated by damages in an action at law. For these
reasons, the Company shall have the right, without objection from the Employee,
to obtain such preliminary, temporary or


 

















 


permanent mandatory or
restraining injunctions, orders or decrees as may be necessary to protect the
Company against, or on account of, any breach by the Employee of the provisions
of Section 2 hereof. In the event the Company obtains any such injunction,
order, decree or other relief, in law or in equity, (i) the duration of
any violation of Section 2 shall be added to the six (6) month restricted
period specified in Section 2, and (ii) the Employee shall be
responsible for reimbursing the Company for all costs associated with obtaining
the relief, including reasonable attorneys’ fees and expenses and costs of suit.
Such right to equitable relief is in addition to the remedies the Company may
have to protect its rights at law, in equity or otherwise.


 


7.             This Agreement
(including the covenant not to compete contained in Section 2) shall be
binding upon and inure to the benefit of the successors and assigns of the
Company.


 


8.             This Agreement shall
be governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. For the purpose of any suit, action or proceeding arising out of
or relating to this Agreement, Employee irrevocably consents and submits to the
jurisdiction and venue of any state or federal court located in Allegheny
County, Pennsylvania. Employee agrees that service of the summons and complaint
and all other process which may be served in any such suit, action or
proceeding may be effected by mailing by registered mail a copy of such process
Employee at the addresses set forth below. Employee irrevocably waives any
objection which they may now or hereafter have to the venue of any such suit,
action or proceeding brought in such court and any claim that such suit, action
or proceeding brought in such court has been brought in an inconvenient forum
and agrees that service of process in accordance with this Section will be
deemed in every respect effective and valid personal service of process upon
Employee. Nothing in this Agreement will be construed to prohibit service of
process by any other method permitted by law. The provisions of this Section
will not limit or otherwise affect the right of the Company to institute and
conduct an action in any other appropriate manner, jurisdiction or court. The
Employee agrees that final judgment in such suit, action or proceeding will be
conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law.


 


9.             This Agreement
contains the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
oral or written (other than the Change of Control Agreement). This Agreement
may not be changed, amended, or modified, except by a written instrument signed
by the parties.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its officers thereunto dully authorized, and the Employee has hereunto set
his hand, all as of the day and year first above written.


 


 


	
  ATTEST:

  	
  EQUITABLE
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Jean F. Marks

  	
   

  	
  By:

  	
   /s/ Gregory R. Spencer

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  David J. Smith

  	
   

  	
  By:

  	
   /s/ Randall L. Crawford