Exhibit
10.16


 


DIRECTORS’ COMPENSATION AND RETIREMENT PROGRAM


 


In
April 2005, a compensation consultant reviewed the total compensation for
directors. Specifically, retainer fees, meeting fees, insurance and stock-based
long-term incentives were reviewed using, as the competitive benchmark, levels
of total compensation paid to directors of the 30 energy companies (29 of which
constitute the peer group used for the company’s executive performance
incentive program), 20 general industry companies of comparable revenue and
capitalization size and 14 companies located in the company’s geographic area
or of other relevance. Set forth below is the compensation for non-employee
directors. No compensation is paid to employee directors for their service as
directors.


 


Cash Compensation


 


•      An annual cash retainer of $24,000 is paid to non-employee directors on a
quarterly basis. This level of retainer was found to be competitive and no
changes were made in 2005 to this compensation component.


 


•       The cash meeting fee is $1,500 for each Board and Committee meeting
attended. If a non-employee director participates in a meeting by telephone,
the meeting fee is $750. An additional $1,000 is paid to the Audit Committee
Chair and $500 is paid to each other Committee Chair, for each Committee
meeting attended.


 


•      The company reimburses directors for their travel and related expenses in
connection with attending Board meetings and Board-related activities. The
company also provides non-employee directors with $20,000 of life insurance and
$250,000 of travel accident insurance while traveling on business for Equitable
Resources.


 


Equity-Based Compensation


 


•      The stock option award under the 1999 Non-Employee Directors’ Stock
Incentive Plan that was historically granted to non-employee directors on an
annual basis was replaced in 2003 by a grant of stock units which vested upon
award and was payable on a deferred basis under the Directors’ Deferred
Compensation Plan. Similarly, in 2005, a grant of 2,000 deferred stock units
was awarded to each non-employee director which vested upon award. Each
deferred stock unit is equal in value to one share of company common stock, but
does not have voting rights. Dividends are credited quarterly in the form of
additional stock units. The value of the stock units will be paid in cash on
the earlier of the director’s death or termination of service as a director. The
number of stock units, options, or other stock-based awards granted in future
years will be based on competitive practices as benchmarked by a nationally
recognized compensation consultant.


 


•      The non-employee directors are subject to stock ownership guidelines
which require them to hold shares (or share equivalents, including deferred
stock units) of a value equal to at least two times the annual cash retainer. Under
the guidelines, directors have up to two years to acquire a sufficient number
of shares (or share equivalents, including deferred stock units) to meet this
requirement. All of the company’s non-employee directors meet this share
ownership requirement.


 


Deferred Compensation


 


•      The company has a deferred compensation plan for non-employee directors. In
addition to the automatic deferral of stock units awarded, non-employee
directors may elect to defer up to 100% of their annual retainer and fees into
the 2005 Directors’ Deferred Compensation Plan and receive an investment return
on the deferred funds as if the funds were invested in company stock or
permitted mutual funds. Prior to the deferral, plan participants must irrevocably
elect to receive the deferred funds either in a lump sum or in equal
installments. The first distribution date will be 30 days following termination
of service as a director. This deferred compensation is an unsecured obligation
of the company. Ms. Jeremiah and Mr. Miles participated in the deferred
compensation plan with


 

















 


            respect
to fees for 2005, and they and other directors have participated in prior years.
The prior Directors’ Deferred Compensation Plan continues to operate for the
sole purpose of administering amounts vested under the plan on or prior to
December 31, 2004.


 


•      In May 1999, the directors’ retirement plan was curtailed and the accrued
benefit of each active director was converted to a phantom stock account
administered under the Directors’ Deferred Compensation Plan. Imputed dividends
are credited to the account as additional shares. All participants are vested
upon death or termination of service as a director. Dr. Domm and Messrs.
McConomy, Rohr and Shapira are the only active directors eligible for benefits
under the retirement plan, which are distributable (in stock) upon death or
termination of service as a director. Directors elected after May 1999 are not
eligible to participate in the retirement plan.


 


Charitable Award


 


•      Non-employee directors who joined the Board prior to May 25, 1999 may
designate a civic, charitable or educational organization as beneficiary of a
$500,000 gift funded by a life insurance policy purchased by Equitable
Resources. The directors do not receive any financial benefit from this program
because the charitable deductions accrue solely to the company.


 


Matching Gifts


 


•      To further the company’s support for charitable giving, non-employee
directors are able to participate in the Matching Gifts Program of the Equitable
Resources Foundation, Inc. (the “Equitable Foundation”) on the same terms as
all company employees. Under this program, the Equitable Foundation will match
gifts of at least $100 made by the director to approved charities, up to an
aggregate total of $10,000 in any calendar year.