Exhibit 10.10


 


CONFIDENTIALITY, NON-SOLICITATION and


NON-COMPETITION AGREEMENT


 


This Agreement is made as of September 8,
2008 by and between Equitable Resources, Inc., a Pennsylvania corporation
(Equitable Resources, Inc. and its subsidiary companies are hereinafter
collectively referred to as the “Company”), and Philip P. Conti (the “Employee”).


 


WITNESSETH:


 


WHEREAS, the Company and the Employee are
parties to a NonCompete Agreement dated as of October 30, 2000 (the “Existing
Agreement”), which provides for the payment of certain benefits to the Employee
if the Employee’s employment terminates in certain circumstances; and


 


WHEREAS, during the course of Employee’s
employment with the Company, the Company has imparted and will continue to
impart to Employee proprietary and/or confidential information and/or trade
secrets of the Company; and


 


WHEREAS, in order to protect the business and
goodwill of the Company, the Company desires to obtain or continue to obtain
certain  confidentiality, non-competition and non-solicitation
covenants from the Employee and the Employee desires to provide for or continue
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 circumstances; and


 


WHEREAS, in order to accomplish the foregoing
objectives, the Company and the Employee desire to terminate the Existing
Agreement and to enter into this Agreement which, among other things, reflects
the parties’ best efforts to comply with the provisions of Section 409A of
the Internal Revenue Code of 1986, as amended, (the “Code”) to the benefit of
the Employee; and


 


WHEREAS, the Employee is willing to enter
into this Agreement, which contains, among other things, specific
confidentiality, non-competition and non-solicitation agreements, in
consideration of the foregoing and the simultaneous execution by the Company
and the Employee of a new Change of Control Agreement (the “Change of Control
Agreement”); and


 


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.                                       Restrictions on Competition and Solicitation.  While
the Employee is employed by the Company and for a period of twelve (12) months
after the date of Employee’s termination of employment with the Company for any
reason  Employee will not, directly or
indirectly, expressly or tacitly, for himself or on behalf of any entity
conducting business anywhere in the Restricted Territory (as defined below): (i) act
as an officer, manager, advisor, executive, shareholder, or consultant to any
business in which his duties at or for such business include oversight of or
actual involvement in providing services which are competitive with the
services or products being provided or which are being produced or developed by
the Company, or were 


 


 


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under investigation by the Company within the last two (2) years
prior to the end of Employee’s employment with the Company, (ii) recruit
investors on behalf of an entity which engages in activities which are
competitive with the services or products being provided or which are being
produced or developed by the Company, or were under investigation by the
Company within the last two (2) years prior to the end of Employee’s
employment with the Company, or (iii) become employed by such an entity in
any capacity which would require Employee to carry out, in whole or in part,
the duties Employee has performed for the Company which are competitive with
the services or products being provided or which are being produced or
developed by the Company, or were under active investigation by the Company
within the last two (2) years prior to the end of Employee’s employment
with the Company.  Notwithstanding the
foregoing, the Employee may purchase or otherwise acquire up to (but not more
than) 1% of any class of securities of any enterprise (but without otherwise
participating in the activities of such enterprise) if such securities are
listed on any national or regional securities exchange or have been registered
under Section 12(g) of the Securities Exchange Act of 1934.  This covenant shall apply to any services,
products or businesses under investigation by the Company within the last two (2) years
prior to the end of Employee’s employment with the Company only to the extent
that the Employee acquired or was privy to confidential information regarding
such services, products or businesses. 
Employee acknowledges that this restriction will prevent the Employee
from acting in any of the foregoing capacities for any competing entity
operating or conducting business within the Restricted Territory and that this
scope is reasonable in light of the business of the Company.


 


Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company.
 
Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of 


 


 


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Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future.
 


While Employee is employed by the Company and for a period of twelve
(12) months after the date of Employee’s termination of employment with the
Company for any reason, Employee shall not (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 solicit or
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.


 


2.                                       Confidentiality
of Information and Nondisclosure. 
The Employee acknowledges and agrees that his/her employment by the
Company necessarily involves his/her knowledge of and access to confidential
and proprietary information pertaining to the business of the Company and its
subsidiaries.  Accordingly, the Employee
agrees that at all times during the term of this Agreement and for as long as
the information remains confidential after the termination of the Employee’s
employment, he/she will not, directly or indirectly, without the express
written authority of the Company, unless directed by applicable legal authority
having jurisdiction over the Employee, disclose to or use, or knowingly permit
to be so disclosed or used, for the benefit of himself/herself, any person,
corporation or other entity other than the Company and its subsidiaries, (i) any
information concerning any financial matters, customer relationships,
competitive status, supplier matters, internal organizational matters, current
or future plans, or other business affairs of or relating to the Company and
its subsidiaries, (ii) any management, operational, trade, technical or
other secrets or any other proprietary information or other data of the Company
or its subsidiaries, or (iii) any other information related to the Company
or its subsidiaries which has not been published and is not generally known
outside of the Company.  The Employee
acknowledges that all of the foregoing, constitutes confidential and
proprietary information, which is the exclusive property of the Company.


 


3.                                       Severance
Benefit.


 


(a)                                  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 payment of
an amount of cash equal to $20,000.  The
aggregate base salary and other cash amount payable shall be paid by the
Company to the Employee in one lump sum on the first day following the six (6) month
anniversary of the date of the Employee’s termination.  For 


 


 


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purposes of this
Agreement, the term “termination” when used in the context of a condition to,
or timing of, payment hereunder shall be interpreted to mean a “separation from
service” as that term is used in Section 409A of the Code.


 


(b)                                 Employee will also be entitled to  twelve (12) months of health benefits continuation if
terminated under circumstances described in subpart (a) above.  To the extent any such benefits cannot be
provided to the Employee on a non-taxable basis and the provision thereof would
cause any part of the benefits to be subject to additional taxes and interest
under Section 409A of the Code, then the provision of such benefits shall
be deferred to the earliest date upon which such benefits can be provided
without being subject to such additional taxes and interest.


 


(c)                                  Solely for purposes of this Agreement, “Cause”
shall include:


 


i.                                        the
conviction of a felony, a crime of moral turpitude or fraud or having committed
fraud, misappropriation or embezzlement in connection with the performance of
his duties hereunder,


 


ii.                                     willful
and repeated failures to substantially perform his assigned duties; or


 


iii.                                  a
violation of any provision of this Agreement or express significant policies of
the Company.


 


(d)                                 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).


 


(e)                                  The Company’s obligation to provide continuing
salary and health insurance benefits under this Section 3 shall be
contingent upon the following:


 


i.                                        Employee’s
execution of a release in a form reasonably acceptable to the Company, which
releases any and all claims (other than amounts to be paid to Employee as
expressly provided for under this Agreement) the Employee has or may have
against the Company or its subsidiaries, agents, officers, directors,
successors or 


 


 


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assigns arising under any public policy, tort,
contract or common law or any provision of state, federal or local law,
including, but not limited to, the Pennsylvania Human Relations Act, the
Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the
Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967,
the Older Workers Benefit Protection Act, and 
the Employee Retirement Income Security Act of 1974, all as amended; and


 


ii.                                     Employee’s
compliance with his contractual obligations to the Company including, but not
limited to, Employee’s obligations set forth in Sections 1 and 2 of this
Agreement.


 


4.                                       Authorization
to Modify Restrictions.  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.                                       Reasonable
and Necessary Agreement.  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 livelihood 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.                                       Injunctive
Relief and Attorneys’ Fees.  The
Employee stipulates and agrees that any breach of Sections 1 or 2 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 Sections 1
and 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 1 shall be
added to the twelve (12) month restricted period specified in Section 1,
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.                                       Binding
Agreement.  This Agreement (including
the covenants contained in Sections 1 and 2) shall be binding upon and inure to
the benefit of the successors and assigns of the Company.


 


 


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8.                                       Governing
Law/Consent to Jurisdiction and Venue. 
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 to Employee at the address set forth
below (or such other address as Employee shall provide to Company in writing).  Employee irrevocably waives any objection
which he may now or hereafter has 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.                                       Termination.  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 Section 3
occurs prior to the expiration of such twelve (12) month period.  Notwithstanding anything in this Agreement to
the contrary, upon the occurrence of a Change of Control as such term is
defined in the Change of Control Agreement, this Agreement shall remain in full
force and effect and may not thereafter be terminated by the Company (even if
notice of termination has been given in the previous twelve (12) months under
the first sentence of this Section).


 


10.                                 Employment at Will.  Employee shall be employed at-will and for no
definite term.  This means that either
party may terminate the employment relationship at any time for any or no
reason.


 


11.                                 Executive
Alternative Work Arrangement Employment Status.  As an executive officer of Equitable,
Employee also has the opportunity to elect now to participate in the
newly-created status of “Executive Alternative Work Arrangement” upon
discontinuing full-time status.  The
terms and conditions of Executive Alternative Work Arrangement Employment
Status are described in the Executive Alternative Work Arrangement Employment
Agreement attached as Exhibit A. 
Set forth below is an election form to elect to participate in this new
classification.  If Employee so elects to
participate by signing the election form below, the Executive Alternative Work
Arrangement classification will be automatically assigned to Employee if and
when Employee gives Equitable (delivered to the Vice President and Chief Human
Resources Officer) at least 90 days’ advance written notice of Employee’s
intention to discontinue full-time status. 
By signing the election below, Employee thereby agrees to execute the
attached Executive Alternative Work Arrangement Employment  Agreement,
which will become effective automatically on the day following Employee’s
relinquishment of full-time status, provided however that Employee has retained
executive officer status and is otherwise in good standing 


 


 


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with Equitable
(i.e., has not been terminated for Cause nor left the Company for “Good
Reason”).


 


12.                                 Entire Agreement.  This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements (including the Existing Agreement) and
understandings, oral or written (other than the Change of Control Agreement
dated September 8, 2008).  This
Agreement may not be changed, amended, or modified, except by a written
instrument signed by the parties; provided, however, that the Company may amend this
Agreement from time to time without Employee’s consent to the extent deemed
necessary or appropriate, in its sole discretion, to effect compliance with Section 409A
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 Employee. 
Notwithstanding anything in this Agreement, if Employee is entitled to
receive payment of benefits under the Change of Control Agreement, or any
successor agreement, he or she shall not receive benefits under this Agreement
and, in lieu thereof, shall receive payment of benefits under the Change of
Control Agreement.


 


 


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


 


	
  ATTEST:

  	
   

  	
  EQUITABLE
  RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/Kimberly
  L. Sachse

  	
   

  	
  By:

  	
  /s/ Charlene
  Petrelli

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  September 23,
  2008

  	
   

  	
  September 23,
  2008

  
	
  Date

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David J.
  Smith

  	
   

  	
  /s/ Philip
  P. Conti

  
	
   

  	
   

  	
  Philip P.
  Conti

  
	
   

  	
   

  	
   

  
	
  September 19,
  2008

  	
   

  	
  September 19,
  2008

  
	
  Date

  	
   

  	
  Date

  



 


 


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EXHIBIT A


 


EXECUTIVE ALTERNATIVE WORK ARRANGEMENT
EMPLOYMENT 

AGREEMENT


 


This is an Executive Alternative Work Arrangement Employment Agreement
(“Agreement”) entered into between EQUITABLE RESOURCES, INC. (“Equitable” or
the “Company”) and Philip P. Conti (“Employee”).


 


WHEREAS, Employee
is an executive officer of Equitable who desires to relinquish that status and
discontinue full-time employment with Equitable but continue employment with
Equitable on a part-time basis; and


 


WHEREAS, Equitable
is interested in continuing to retain the services of Employee on a part-time
basis for at least 100 (but no more than 1000) hours per year; and


 


WHEREAS, Employee
has elected to modify his/her employment status to Executive Alternative Work
Arrangement;


 


NOW, THEREFORE, in
consideration of the respective representations, acknowledgements, and
agreements of the parties set forth herein, and intending to be legally bound,
the parties agree as follows:


 


1.             The term of this
Agreement is for the one-year period commencing on the day after Employee’s
full-time status with Equitable ceases. 
During that period, Employee will hold the position of an EAW employee
of Equitable.  Employee’s status as
Executive Alternative Work Arrangement (and this one-year Agreement) will automatically
renew annually unless either party terminates this Agreement by written notice
to the other not less than 30 days prior to the renewal date.  The automatic annual renewals of this
Agreement will cease, however, at the end of five years of Executive
Alternative Work Arrangement employment status.


 


2.             During each one-year
period in Executive Alternative Work Arrangement employment status, Employee is
required to provide no less than 100 hours of service to Equitable.  Additionally during each one-year period,
Employee will make himself/herself available for up to 300 more hours of
service upon request from the Company. 
With respect to the first 400 hours of service annually, those hours
will occur during the Company’s regularly scheduled business hours (unless
otherwise agreed by the parties), and no more than fifty hours will be
scheduled per month (unless otherwise agreed by the parties).


 


3.             Employee shall be
paid an hourly rate for Employee’s actual services provided under this
Agreement.  The hourly rate shall be
Employee’s annual base salary in effect immediately prior to Employee’s change
in employee classification to Executive Alternative Work Arrangement employment
status divided by 2080, provided however that if Employee works in excess of 400
hours in a one-year period, the hourly rate payable for hours worked in excess
of 400 per year will be a rate which is mutually agreed to by Employee and the
Company.  Employee shall submit monthly
time sheets in a form agreed upon by the parties, and Employee will be paid on
regularly scheduled payroll dates in accordance with the Company’s standard 


 













 


payroll practices following submission of his/her time sheets.  If either party terminates the Executive
Alternative Work Arrangement prior to the fifth anniversary hereof, no
additional cash compensation will be paid to Employee.


 


4.             Employee shall be
eligible to continue to participate in the group medical, prescription drug,
dental and vision programs in which Employee participated immediately before the
classification change to Executive Alternative Work Arrangement (as such plans
might be modified by the Company from time-to-time), but Employee will be
required to pay 100% of the Company’s premium rates to the carriers (the active
employee premium rates as adjusted year-to-year) for participation in such
group insurance programs.  If Employee
completes five years of Executive Alternative Work Arrangement employment
status or if the Company terminates the Executive Alternative Work Arrangement
prior to the fifth anniversary hereof other than pursuant to paragraph 17
hereof, Employee will be allowed to participate in such group insurance
programs at 100% of the then-applicable active employee premium rates until
Employee reaches age 65 even though Employee is no longer employed by
Equitable.


 


5.             During the term of
this Agreement, Employee will continue to receive service credit for purposes
of calculating the value of the Medical Spending Account.


 


6.             Employee shall not be
eligible to participate in the Company’s life insurance and disability
insurance programs, 401(k) Plan, ESPP, or any other retirement or welfare
benefit programs or perquisites of the Company. 
Likewise, Employee shall not receive any paid vacation, paid holidays or
car allowance.


 


7.             Employee is not
eligible to receive bonus payments under any short-term incentive plans of
Equitable, and is not eligible to receive any awards under Equitable’s
long-term incentive plans, programs or arrangements.


 


8.             Effective not later
than the commencement of this Executive Alternative Work Arrangement, Employee
shall be deemed to have retired for purposes of measuring vesting and/or
post-termination exercise periods of all forms of long term incentive awards,
however, the timing of any payments for such awards will be as provided in the
underlying plans, programs or arrangements and is subject to any required
six-month delay in payment if Employee is a “specified employee” under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) at the time
of Employee’s separation from service, with respect to payments made by reason
of Employee’s separation from service.


 


9.             Employee shall
receive reimbursement for monthly dues for one country club and one dining club
(such clubs to be approved by the Company’s Chief Executive Officer) during the
term of this Agreement or, if the Company terminates the Executive Alternative
Work Arrangement prior to the fifth anniversary hereof other than pursuant to
paragraph 17 hereof, through the fifth anniversary hereof in accordance with
and on the dates specified in the Company’s policies; provided,
however, that no such payments or reimbursements shall be made until
the first day following the six-month anniversary of Employee’s separation from
service if Employee is a specified employee at the time of separation from
service, all within the meaning of Section 409A of the Code; provided, further, that to the extent reimbursed or paid,
all reimbursements and payments with respect to expenses incurred within a particular
year shall be 


 


 


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made no later than the end of Employee’s taxable year following the
taxable year in which the expense was incurred. 
The amount of payments or reimbursable expenses incurred in one taxable
year of Employee shall not affect the amount of reimbursable expenses in a
different taxable year, and such payments or reimbursement shall not be subject
to liquidation or exchange for another benefit.


 


10.           Employee shall continue
to have Blackberry (or its equivalent) service and reasonable access to the
Company’s Help Desk during the term of this Agreement or, if the Company
terminates the Executive Alternative Work Arrangement prior to the fifth
anniversary hereof other than pursuant to paragraph 17 hereof, through the
fifth anniversary hereof; provided, however, if the provision of such service
will result in taxable income to Employee, then no such taxable service shall
be provided until the first day following the six-month anniversary of Employee’s
separation from service if Employee is a specified employee at the time of
separation from service, all within the meaning of Section 409A of the
Code.


 


11.           Employee shall receive
tax and financial planning services from the respective teams of Metz Lewis and
Hawthorn (or equivalent tax preparers and financial planners approved by the
Company) during the term of this Agreement or, if the Company terminates the
Executive Alternative Work Arrangement prior to the fifth anniversary hereof
other than pursuant to paragraph 17 hereof, through the fifth anniversary
hereof, in amount not to exceed $15,000 per calendar year, to be paid directly
by the Company in accordance with and on the dates specified in the Company’s
policies; provided, however, that no such payments
or reimbursements shall be made until the first day following the six-month
anniversary of Employee’s separation from service if Employee is a specified
employee at the time of separation from service, all within the meaning of Section 409A
of Code; provided, further, that to the extent
reimbursed or paid, all reimbursements and payments with respect to expenses
incurred within a particular year shall be made no later than the end of
Employee’s taxable year following the taxable year in which the expense was
incurred.  The amount of payments or
reimbursable expenses incurred in one taxable year of Employee shall not affect
the amount of payments or reimbursable expenses in a different taxable year,
and such payments or reimbursement shall not be subject to liquidation or
exchange for another benefit.


 


12.           During the term of this
Agreement, Employee shall maintain an ownership level of Company stock equal to
not less than one-half of the value last required as a full-time Employee.  In the event that at any time during the term
of this Agreement Employee does not maintain the required ownership level,
Employee shall promptly notify the Company and increase his or her ownership to
at least the required level.  Any failure
of Employee to maintain at least the required ownership level for more than
three months during the term of this Agreement shall constitute and be deemed
to be an immediate termination by Employee of his or her Executive Alternative
Work Arrangement.


 


13.           This Agreement sets
forth all of the payments, benefits, perquisites and entitlements to which
Employee shall be entitled upon assuming Executive Alternative Work Arrangement
employment status.  Employee shall not be
entitled to receive any gross-up payments for any taxes or other amounts with
respect to amounts payable under this Agreement.


 


 


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14.           Nothing in this
Agreement shall prevent or prohibit the Company from modifying any of its
employee benefits plans, programs, or policies.


 


15.           Non-Competition and
Non-Solicitation.  The covenants as
to non-competition and non-solicitation contained in Section 1 of the
Confidentiality, Non-Solicitation and Non-Competition Agreement between
Equitable and Employee dated September 8, 2008 (hereinafter the “Non-Competition
Agreement”) and in paragraph 8 of the Change of Control Agreement dated September 8,
2008 (“Change of Control Agreement) shall remain in effect throughout Employee’s
employment with Equitable in Executive Alternative Work Arrangement employment
status and for a period of no less than twelve (12) months after the
termination of Employee’s employment as an Executive Alternative Work
Arrangement employee.  It is understood
and agreed that if Employee’s employment as an Executive Alternative Work
Arrangement employee terminates in the midst of any one-year Executive
Alternative Work Arrangement Employment Agreement for any reason, the covenants
as to non-competition and non-solicitation contained in the Non-Competition
Agreement and in the Change of Control Agreement shall remain in effect
throughout the full one-year term of said Executive Alternative Work
Arrangement Employment Agreement and for a period of twelve (12) months
thereafter.


 


16.           Confidential Information and Non-Disclosure.  Employee
acknowledges and agrees that Employee’s employment by Equitable necessarily
involves Employee’s knowledge of
and access to confidential and proprietary information pertaining to the
business of the Company and its subsidiaries. 
Accordingly, Employee agrees
that at all times during the term of this Agreement and for as long as the
information remains confidential after the termination of Employee’s
employment, Employee will not, directly or indirectly, without the express
written authority of the Company (unless directed by applicable legal authority
having jurisdiction over Employee)
disclose to or use, or knowingly permit to be so disclosed or used, for the
benefit of Employee, any person,
corporation or other entity other than the Company and its subsidiaries (i) any
information concerning any financial matters, customer relationships,
competitive status, supplier matters, internal organizational matters, current
or future plans, or other business affairs of or relating to the Company and its
subsidiaries; (ii) any management, operational, trade, technical or other
secrets or any other proprietary information or other data of the Company or
its subsidiaries; or (iii) any other information related to the Company or
its subsidiaries which has not been published and is not generally known
outside of the Company.  Employee acknowledges that all of the foregoing
constitutes confidential and proprietary information, which is the exclusive
property of the Company.


 


17.           Equitable may terminate
this Agreement and Employee’s employment at any time for Cause.  Solely for purposes of this Agreement, “Cause”
shall mean:


 


i.                                          commission
of an act of moral turpitude, fraud, misappropriation or embezzlement in
connection with the performance of Employee’s duties;


 


ii.                                      failure
to substantially and/or satisfactorily perform assigned duties; or


 


 


4













 


iii.                                    a
violation of any provision of this Agreement or express significant policies of
the Company.


 


18.           It is understood and
agreed that upon Employee’s discontinuation of full-time employment and
transition to Executive Alternative Work Arrangement employment status
hereunder, Employee has no continuing rights under the Change of Control
Agreement or under Section 3 of the Non-Competition Agreement, and that
otherwise the Change of Control Agreement (except for Section 8) and Section 3
of the Non-Competition Agreement shall have no further force or effect.


 


19.           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.


 


20.           This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company.


 


21.           This Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to conflict of law principles.


 


22.           This Agreement
supersedes all prior agreements and understandings between Equitable and
Employee with respect to the subject matter hereof (oral or written), including
but not limited to the Change of Control Agreement and Section 3 of the
Non-Competition Agreement.  It is
understood and agreed, however, that the covenants as to non-competition,
non-solicitation and confidentiality contained in Sections 1-2 of the
Non-Competition Agreement and in Section 8 of the Change of Control
Agreement remain in effect as modified herein, along with the provisions in
Sections 4-8 of the Non-Competition Agreement.


 


23.           This Agreement may not
be changed, amended, or modified except by a written instrument signed by both
parties, provided that the Company may amend this Agreement from time to time
without Executive’s consent to the extent deemed necessary or appropriate, in
its sole discretion, to effect compliance with Section 409A 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 Executive.


 


 


5













 


IN WITNESS WHEREOF, the parties have executed this Agreement on the
dates set forth below.


 


	
  EQUITABLE
  RESOURCES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Employee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


 


6













 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ELECTION TO PARTICIPATE IN

  	
   

  
	
   

  	
  EXECUTIVE ALTERNATIVE WORK ARRANGEMENT
  CLASSIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
  I hereby
  elect to participate in the Executive Alternative Work Arrangement
  Classification as described in paragraph 11 of the above Confidentiality,
  Non-Solicitation and Non-Competition Agreement (“Non-Competition Agreement”)
  and to execute the Executive Alternative Work Arrangement Employment
  Agreement attached as Exhibit A upon my discontinuation of full-time status
  as an Executive Officer in good standing with Equitable.  I understand that if my full-time
  employment with Equitable is terminated for Cause or if I terminate my employment
  for Good Reason (as those terms are defined in the Non-Competition
  Agreement), I will no longer be eligible for Executive Alternative Work
  Arrangement Employment Status.  

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  I hereby
  decline to participate in the Executive Alternative Work Arrangement
  Classification as described in paragraph 11 of the above Confidentiality,
  Non-Solicitation and Non-Competition Agreement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Philip P. Conti

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Employee Name Printed

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/Philip P. Conti

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Employee Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  September 19, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date