Exhibit 10.1


 


EQT CORPORATION


EXECUTIVE PERFORMANCE INCENTIVE PROGRAM


 


 


EQT
CORPORATION (the “Company”) hereby establishes this EQT CORPORATION EXECUTIVE
PERFORMANCE INCENTIVE PROGRAM (the “Program”), in accordance with the terms
provided herein.


 


WHEREAS,
the Company maintains certain long-term incentive award plans including the EQT
Corporation 2009 Long-Term Incentive Plan (the “2009 Plan”) for the benefit of
its directors and employees, of which the Program is a subset; and


 


WHEREAS,
in order to further align the interests of the Chief Executive Officer of the
Company (the “Executive”)with the interests of the shareholders, the Company
desires to provide long-term incentive benefits through the Program, in the
form of awards qualifying as “Performance Awards” under the 2009 Plan.


 


NOW,
THEREFORE, the Company hereby provides for incentive benefits for the Executive
and adopts the terms of the Program by action of the Committee dated July      ,
2010, on the following terms and conditions:


 


Section 1.  Purpose.  The main purpose of the Program is to provide
long-term incentive opportunities to the Executive  to further align his interests with those of
the Company’s shareholders and with the strategic objectives of the
Company.  Awards granted hereunder may be
earned by achieving relative performance levels against a pre-determined peer
group, are forfeited if defined performance levels are not achieved and are
subject to negative adjustment if, among other things, other absolute  performance measures are not attained.  By placing a portion of the Executive’s
compensation at risk, the Company has an opportunity to reward exceptional
performance or reduce the compensation opportunity when performance does not
meet expectations.  As a subset of the
2009 Plan, this Program is subject to and shall be governed by the terms and
conditions of the 2009 Plan.  Capitalized
terms used herein and not otherwise defined shall have the meanings given such
terms in the 2009 Plan.  The Share Units
(as defined in Section 4 below) granted under this Program are intended to
meet the performance-based compensation exemption under Section 162(m) of
the Code.


 


Section 2.  Effective Date.  The effective date of this Program is July 1,
2010.  The Program will remain in effect
until the earlier of December 31, 2012 or the closing date of a Change of
Control event defined in Section 5 unless otherwise amended or terminated
as provided in Section 17 (“Termination Date”).


 


Section 3.  Eligibility.  The Executive is the only employee of the Company
who shall be eligible to participate (the “Participant”) in the Program.


 


Section 4. 
Performance Incentive Share Unit Awards.  Awards under the Program are designated in
the form of performance incentive share units (as adjusted 


 

















 


from
time to time in accordance with Section 12, the “Share Units”) , which are
awards to be settled in stock, the amount per unit of which is determined by
reference to one share of the Company’s Common Stock.  The Executive has been awarded       target Share Units.  . 
Unless otherwise indicated herein in a particular context, the term “Share
Units” includes any Dividend Units accumulated with respect to an award of
Share Units, as provided in Section 12.


 


The
Share Units shall be held in book entry form by the Company until settled as
described herein.  Share Units do not
represent actual shares of stock.  The
Participant shall have no right to exchange the Share Units for cash, stock or
any other benefit and shall be a mere unsecured creditor of the Company with
respect to such Share Units and any future rights to benefits.


 


Section 5.  Performance Condition.  Subject to Section 7, the amount to be
distributed to the Participant will be based on the Company’s total shareholder
return relative to the peer group’s (Attachment A) total shareholder return
calculated as described in (a) below (the “Performance Condition”), for
the period of July 1, 2010 to the Termination Date (the “Performance
Period”), and subject to the Committee’s negative discretion based upon the
Company’s revenues as described in (b) and (c) below.


 


(a)       Total
Shareholder Return.  For purposes of
this Program, total shareholder return will be calculated as follows:


 


Step
1


 


The “Beginning Point” for the Company and each company
in the peer group is defined as one share of common stock with a value equal to
the average closing stock price as reported in the Nationally Recognized
Reporting Service for the ten (10) consecutive business day period ending
on and including the date of the commencement of the Performance Period, for
each company.  All references in this
Program to the “Nationally Recognized Reporting Service” shall be references to
either the print or electronic version of a nationally recognized publication
that reports the daily closing stock price of EQT and each member of the peer
group.


 


Step
2


 


Dividends paid for each company from the beginning of
the Performance Period will be cumulatively added to the Beginning Point as
additional shares of such company’s common stock.  The closing price on the last business day of
the month in which the record date for the dividend occurs will be used as the
basis for determining the number of shares to be added.  The resulting total number of shares
accumulated during the Performance Period is referred to as the Total Shares
Held at Ending Point.


 


Step
3


 


2

















 


Except as provided in the following sentence, the “Ending
Point” for each company in the peer group is defined as Total Shares Held at
Ending Point for that company times the average of the closing price of such
company’s common stock as reported in the Nationally Recognized Reporting
Service for the last ten (10) business days of the Performance Period for
that company.  In the event of a change
of control (as then defined in the 2009 Plan) of the Company (a “Change of
Control”), the “Ending Point” for each company in the peer group is defined as
Total Shares Held at Ending Point for that company times the average of the
closing price of such company’s common stock as reported in the Nationally
Recognized Reporting Service for the ten (10) business days preceding the
closing of the Change of Control transaction.


 


Step
4


 


Total Shareholder Return (“TSR”) will be expressed as
a percentage and is calculated by dividing the Ending Point by the Beginning
Point and then subtracting 1 from the result. 
Each company including the Company will be ranked in descending order by
the TSR so calculated.


 


If the common stock of any
company in the peer group ceases to be publicly traded during the Performance
Period, such company shall be assigned a TSR value of negative 100% for
purposes of the Program.


 


(b)      Revenues.  For purposes of this Program, revenues shall
be measured as the Sales Price (as specified below) multiplied by the aggregate
Total Sales Volume (as specified below) for the nine (9) calendar quarters
within the Performance Period beginning July 1, 2010 and ending September 30,
2012.  If a Change of Control shall occur
prior to September 30, 2012, then revenues shall be measured as the Sales
Price multiplied by the aggregate Total Sales Volume for the calendar quarters
completed prior the date of the Change of Control.


 


(i)                                   Sales
Price shall equal $6.00/mcf.


 


(ii)                                Total
Sales Volume for each quarter equals the sum of the production total sales
volumes (mmcfe) reported in the applicable Form 10-Q for each quarter and,
in the case of the fourth quarter of any year, the volumes calculated for the
fourth quarter by reducing the annual total sales volume reported in the Form 10-K
by the quarterly total sales volumes reported in the Form 10-Q for the
first three quarters of such year.  For
the avoidance of doubt, (a) Total Sales Volume is determined solely by the
volumes reported, regardless of any subsequently identified prior period
adjustment, (b) Total Sales Volume represents the Company’s interest in
gas and oil sales during the applicable period and (c) gathered volumes
are not 


 


3

















 


included.  Total Sales Volume shall be measured on a
basis consistent with current practice on the date of adoption of the Program.


 


(c)       Application
of Performance Condition and Negative Adjustment.  The Participant’s “Awarded Value” shall be
calculated by multiplying (A) the sum of such Participant’s Share Units,
by (B) the Payout Multiple identified on the payout matrix (Attachment B)
that corresponds to the Company’s relative TSR ranking on the payout matrix for
the Performance Period (after taking into account any discretionary reduction
of the Payout Multiple by the Committee as provided in Attachment B), by (C) the
closing price of the Company’s Common Stock at the end of the Performance
Period or, in the case of a Change of Control, the average of the closing price
of the Company’s Common Stock for the ten (10) business days preceding the
Change of Control transaction, in each case as reported in the Nationally
Recognized Reporting Service.   Share
Units will be cumulatively credited with cash dividends that are paid on the
Company’s Common Stock on or after July 1, 2010 in the form of additional
Share Units, which shall be referred to as the “Dividend Units.”  These Dividend Units shall be deemed to have
been purchased on the last business day of the month in which the record date for
the dividend occurs, using the closing stock price for the Company as reported
in the Nationally Recognized Reporting Service.


 


Payments
under the Program are expressly contingent upon achievement of the Performance
Condition.


 


Section 6.  Issuance and Distribution.  Subject to Section 7 and except as
provided in the remainder of this Section 6, the Participant’s Awarded
Value will be distributed in stock no later than March 15, 2013.  Subject to Section 7, in the event of a
Change of Control, the Awarded Value will be distributed in stock on the
closing date of the transaction. 
Notwithstanding the foregoing, to the extent required under Section 409A
of the Code or the regulations thereunder, no distributions may be made earlier
than the time permitted under such regulations to any affected
Participant.  Notwithstanding the first
sentence of this Section 6, the Committee may determine, in its discretion
and for any reason, that the Awarded Value will be issued in whole or in part
in cash.  If the Participant receives
payment in the form of Company stock, the number of shares of stock shall be
based on the closing price of the Company’s stock (or, in the case of a Change
of Control, the value per share of Common Stock distributed to holders of the
Company’s Common Stock) at the Termination Date.  The maximum amount payable to the Participant
under the Program with respect to any one calendar year within the Performance
Period shall be the amount set forth and as calculated in the 2009 Plan with
respect to Performance Awards, which limit has been approved by the
shareholders of the Company.  No
elections shall be permitted with respect to the timing of any payments.


 


Section 7.  Change of Status; Overall Limit.  In making decisions regarding the extent to
which awards are payable in the case of a termination of the Participant’s
employment prior to payment, the Committee may consider any factors that it may


 


4

















 


consider relevant.  Unless otherwise determined by the Committee,
the following shall apply in case the employment of the Participant ceases
prior to payment of the Awarded Value:


 


(a)       Retirement
and Resignation.  Share Units shall
be forfeited.


 


(b)      Death
and Disability.  Share Units shall be
retained by the Participant or his estate or beneficiary, contingent upon
achievement of the Performance Condition set forth in Section 5, as
follows, and the remainder shall be forfeited:


 


	
  Date of Death or
  Disability

  	
   

  	
  Percent Retained

  
	
   

  	
   

  	
   

  
	
  Prior to
  January 1, 2011

  	
   

  	
    0%

  
	
  January 1,
  2011 – December 31, 2011

  	
   

  	
  25%

  
	
  January 1,
  2012 – December 31, 2012

  	
   

  	
  50%

  



 


(c)       Termination.  If the termination is for reasons of
misconduct, failure to perform, or other cause, Share Units shall be
forfeited.  If the termination is due to
reasons such as reorganization, and not due to the fault of the Participant,
the Participant will retain his Share Units, contingent upon achievement of the
Performance Condition set forth in Section 5, as follows, and the
remainder shall be forfeited:


 


	
  Termination Date

  	
   

  	
  Percent Retained

  
	
   

  	
   

  	
   

  
	
  Prior to
  January 1, 2011

  	
   

  	
    0%

  
	
  January 1,
  2011 – December 31, 2011

  	
   

  	
  25%

  
	
  January 1,
  2012 – December 31, 2012

  	
   

  	
  50%

  



 


(d)      Change
of Position.  If the Participant’s
position within the Company changes to a non-Program eligible position as
determined by the Committee but the Participant remains employed through the
date of payment of the Awarded Value will retain his Share Units, contingent
upon achievement of the Performance Condition set forth in Section 5, as
follows, and the remainder shall be forfeited:


 


	
  Change of
  Position Date

  	
   

  	
  Percent Retained

  
	
   

  	
   

  	
   

  
	
  Prior to
  January 1, 2011

  	
   

  	
    0%

  
	
  January 1,
  2011 – December 31, 2011

  	
   

  	
  25%

  
	
  January 1,
  2012 – December 31, 2012

  	
   

  	
  50%

  



 


In such events, any Share
Units that are retained shall be payable at the time specified in Section 6
except that, in the event such amounts are conditioned upon a separation from
service and not compensation the Participant could receive without separating
from 


 


5

















 


service, then no such
payments may be made to the Participant, if he is then a “specified employee”
under Section 409A of the Code, until the first day of the seventh month
following the Participant’s separation from service.  Notwithstanding any other provisions of the
Program, the Participant shall have no vested rights to any Share Units prior
to payment.


 


Section 8.  Responsibilities of the Committee.  The Committee has responsibility for all
aspects of the Program’s administration, including:


 


·                Determining
and certifying in writing, the extent to which the Performance Condition has
been achieved prior to any payments under the Program,


 


·                Ensuring
that the Program is administered in accordance with its provisions,


 


·                Approving
the Program Participant,


 


·                Authorizing
Share Unit awards to the Participant,


 


·                Adjusting
Share Unit awards  to account for
extraordinary events,


 


·                Ruling
on any disagreement between the Program Participant, Company management,
Program administrators, and any other interested parties to the Program, and


 


·                Maintaining
final authority to amend, modify or terminate the Program at any time.


 


The interpretation and
construction by the Committee of any provisions of the Program or of any
adjusted Share Units shall be final.  No
member of the Committee shall be liable for any action or determination made in
good faith on the Program or any Share Units thereunder.  The Committee may designate another party to
administer the Program, including Company management or an outside party to the
extent permitted under Code Section 162(m).  All conditions of the Share Units must be
approved by the Committee.


Section 9.  Tax Consequences to the Participant.  It is intended that:  (i) until the Performance Condition is
satisfied, the Participant’s right to payment for an award under this Program
shall be considered to be subject to a substantial risk of forfeiture in
accordance with those terms as defined or referenced in Sections 83(a), 409A
and 3121(v)(2) of the Code; (ii) the Awarded Value shall be subject
to employment taxes only upon the satisfaction of the Performance Condition;
and (iii) until the Awarded Value is actually paid to the Participant, the
Participant shall have merely an unfunded, unsecured promise to be paid the
benefit, and such unfunded promise shall not consist of a transfer of “property”
within the meaning of Code Section 83. 
It is further intended that the Participant will not be in actual or
constructive receipt of compensation with respect to the Share Units within the
meaning of Code Section 451 until the Awarded Value is paid.


 


6

















 


Section 10.  Nonassignment.  The Participant shall not be permitted to
assign, alienate or otherwise transfer his Share Units and any attempt to do so
shall be void.


 


Section 11.  Impact on Benefit Plans.  Payments under the Program shall not be
considered as earnings for purposes of the Company’s qualified retirement plans
or any such retirement or benefit plan unless specifically provided for and
defined under such plans.  Nothing herein
shall prevent the Company from maintaining additional compensation plans and
arrangements, provided however that no payments shall be made under such plans
and arrangements if the effect thereof would be the payment of compensation
otherwise payable under this Program regardless of whether the Performance
Condition was attained.


 


Section 12.  Successors; Changes in Stock.  The obligation of the Company under the
Program shall be binding upon the successors and assigns of the Company.  If a dividend or other distribution shall be
declared upon the Company’s Common Stock payable in shares of Company Common
Stock, the Participant’s Share Units shall be adjusted by adding thereto the
number of shares of Company Common Stock that would have been distributable
thereon if such units had been actual Company shares and outstanding on the
date fixed for determining the shareholders entitled to receive such stock
dividend or distribution.  In the event
of any spin-off, split-off or split-up, or dividend in partial liquidation,
dividend in property other than cash or Company Common Stock, or extraordinary
distribution to shareholders of the Company’s Common Stock, the Participant’s
Share Units shall be appropriately adjusted to prevent dilution or enlargement
of the rights of the Participant that would otherwise result from any such
transaction, provided such adjustment shall be consistent with Section 409A
of the Code.


 


In the
case of a Change of Control, any obligation under the Program shall be handled
in accordance with the terms of Section 6 hereof.  In any case not constituting a Change of
Control in which the Company’s Common Stock is changed into or becomes
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, or cash or other property,
whether through reorganization, reclassification, recapitalization, stock
split-up, combination of shares, merger or consolidation, then (i) the
Awarded Value shall be calculated based on the closing price of such common
stock on the closing date of the transaction on the principal market on which
such common stock is traded, and (ii) there shall be substituted for each
Share Unit constituting an award, the number and kind of shares of stock or
other securities (or cash or other property) into which each outstanding share
of the Company’s Common Stock shall be so changed or for which each such share
shall be exchangeable.  In the case of
any such adjustment, the Share Units shall remain subject to the terms of the
Program.


 


Section 13.  Dispute Resolution.  The Participant may make a claim to the
Committee with regard to a payment of benefits provided herein.  If the Committee receives a claim in writing,
the Committee must advise the Participant of its decision on the claim in
writing in a reasonable period of time after receipt of the claim (not to
exceed 120 days).  The notice shall set
forth the following information:


 


7

















 


(a)       The
specific basis for its decision,


 


(b)      Specific
reference to pertinent Program provisions on which the decision is based,


 


(c)       A
description of any additional material or information necessary for the
Participant to perfect a claim and an explanation of why such material or
information is necessary, and


 


(d)      An
explanation of the Program’s claim review procedure.


 


Section 14.  Applicable Law.  This Program shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania without regard to
its conflict of law provisions.


 


Section 15.  Severability.  In the event that any one or more of the
provisions of this Program shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 16.  Headings.  The descriptive headings of the Sections of
this Program are inserted for convenience of reference only and shall not
constitute a part of this Program.


 


Section 17.  Amendment or Termination of this Program.  This Program may be amended, suspended or
terminated by the Company at any time upon approval by the Committee and
following a determination that the Program is no longer meaningful in relation
to the Company’s strategy.  Any
suspension or termination shall automatically cause a Termination Date
effective as of the date of the Committee’s approval.  Notwithstanding the foregoing, (i) no
amendment, suspension or termination shall adversely affect the Participant’s
rights to his award after the date of the award; provided, however, that to the
extent an award is determined with respect to a Termination Date, including a
Termination Date pursuant to the preceding sentence, Participant’s right to
awards is deemed not to be adversely affected thereby, and the Company may
amend this Program from time to time without the Participant’s consent to the
extent deemed necessary or appropriate, in its sole discretion, to effect
compliance with Sections 409A or any other provision of the Code, including
regulations and interpretations thereunder, which amendments may result in a
reduction of benefits provided hereunder and/or other unfavorable changes to
the Participant, (ii) no amendment may alter the time of payment as
provided in Section 6 of the Program, and (iii) no amendment may be
made following a Change of Control.


 


Section 18.  2009 Plan and Company Information.  The Executive may access important
information about the Company and the 2009 Plan on the Company’s website.  Copies of the 2009 Plan and 2009 Plan
Prospectus can be found at www.eqt.com, by clicking on the “Employees”
link on the main page and logging onto the “Employee info” page.  Copies of the


 


8

















 


Company’s most recent Annual
Report on Form 10-K and Proxy Statement can be found by clicking on the “Investors”
link on the main page and then “SEC Filings.” Paper copies of such
documents are available upon request made to the Company’s Corporate Secretary.


 


 


	
   

  	
    /s/ Kimberly L. Sachse

  
	
   

  	
  Kimberly L.
  Sachse

  
	
   

  	
  For the
  Compensation Committee

  



 


 


 


The undersigned hereby
acknowledges receipt of this Award, the terms of which are set forth above, and
agrees to be bound by all provisions hereof.


 


	
  Signature:

  	
      /s/
  David L. Porges

  	
   

  
	
   

  	
  David L. Porges

  	
   

  



 


9

















 


Attachment A


 


Executive Performance Incentive
Program


 


Peer Group


 


 


Cabot Oil & Gas
Corp.


Chesapeake Energy Corp.


El Paso Corp.


Enbridge Inc.


Energen Corp.


EOG Resources, Inc.


EXCO Resources, Inc.


Markwest Energy Partners
LP


MDU Resources Group Inc.


National Fuel Gas co.


Oneok Inc.


Penn Virginia Corp.


Petroleum Development
Corp.


Range Resources Corp.


REX Energy Corp.


Sempra Energy


Southern Union Co.


Southwestern Energy Co.


Spectra Energy Corp.


Transcanada Corp.


Williams Cos. Inc.


 


10

















 


Attachment B


 


Executive Performance Incentive
Program


 


Payout Matrix


 


 


	
  Company’s
  Position in

  	
   

  	
   

  	
   

  
	
          TSR
  Ranking        

  	
   

  	
  Payout Multiple

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
  3.00

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
  3.00

  	
   

  
	
  3

  	
   

  	
   

  	
   

  	
  3.00

  	
   

  
	
  4

  	
   

  	
   

  	
   

  	
  2.75

  	
   

  
	
  5

  	
   

  	
   

  	
   

  	
  2.50

  	
   

  
	
  6

  	
   

  	
   

  	
   

  	
  2.25

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
  2.00

  	
   

  
	
  8

  	
   

  	
   

  	
   

  	
  1.75

  	
   

  
	
  9

  	
   

  	
   

  	
   

  	
  1.50

  	
   

  
	
  10

  	
   

  	
   

  	
   

  	
  1.25

  	
   

  
	
  11

  	
   

  	
   

  	
   

  	
  1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Median

  
	
  12

  	
   

  	
   

  	
   

  	
  .75

  	
   

  
	
  13

  	
   

  	
   

  	
   

  	
  .75

  	
   

  
	
  14

  	
   

  	
   

  	
   

  	
  .75

  	
   

  
	
  15

  	
   

  	
   

  	
   

  	
  .50

  	
   

  
	
  16

  	
   

  	
   

  	
   

  	
  .50

  	
   

  
	
  17

  	
   

  	
   

  	
   

  	
  .50

  	
   

  
	
  18

  	
   

  	
   

  	
   

  	
  .25

  	
   

  
	
  19

  	
   

  	
   

  	
   

  	
  .25

  	
   

  
	
  20

  	
   

  	
   

  	
   

  	
  0

  	
   

  
	
  21

  	
   

  	
   

  	
   

  	
  0

  	
   

  
	
  22

  	
   

  	
   

  	
   

  	
  0

  	
   

  



 


 


The Committee retains the
discretion to reduce the corresponding Payout Multiple.  In exercising such discretion, the Committee
shall consider reducing the Payout Multiple by up to 0.75 if the Company does
not attain the revenue target specified below; provided, however, that if the
Company’s relative TSR ranking is median or above, the Payout Multiple should
not be decreased below 1.00.  The revenue
target for the period July 1, 2010 to September 30, 2012 is listed
below:


 


11

















 


	
  Total Sales
  Volume (mmcfe)

  	
   

  	
  Production
  Revenue ($000,000)

  	
   

  
	
         376,000     

  	
   

  	
  2,256.0

  	
   

  



 


In the event of a Change
of Control prior to September 30, 2012, then the revenue target shall be
adjusted proportionately based upon the number of calendar quarters actually
completed prior to the closing date of the Change of Control.


 


12