Exhibit
10.3


 


PARTICIPANT AWARD AGREEMENT


 


[Date]


 


[Name]


[Address]


[City,
State and Zip Code]


Dear
[Name] :


 


Pursuant
to the terms and conditions of the 2009 Long-Term Incentive Plan (the “Plan”),
the Compensation Committee of the Board of Directors of EQT Corporation (the “Company”)
granted you a Restricted Stock Award (the “Award”) for restricted shares of the
Company’s common stock as outlined below.


 


Shares Granted:


Grant Date:


Vesting Schedule:


 


You
are entitled to vote the restricted shares. 
Any dividends issued with respect to such shares during the restricted
period shall be invested in additional shares of common stock and added to the
original shares, subject to the same restrictions as the shares originally
awarded. Restricted shares may not be sold, transferred, exchanged, assigned,
pledged, hypothecated or otherwise encumbered until the restricted period for
such shares has expired.


 


In
the event of a Change of Control (as defined in the Plan), all shares,
including reinvested dividend shares, will immediately vest without
restriction.  In the event of termination of your employment for any
reason prior to [day of 100% vesting], including retirement, all unvested
restricted shares, including unvested reinvested dividend shares, shall be forfeited,
except that, if your termination is involuntary and without fault on your part
(including termination resulting from death or disability as defined in Sec.
409A(a)(2)(C) of the Internal Revenue Code), the shares will vest as
follows (including a proportional amount of reinvested dividend shares):


 


	
  Termination Date

  	
   

  	
  Percent

  Vested

  	
   

  
	
  [prior to first anniversary of grant]

  	
   

  	
   

  	
   

  
	
  [prior to second anniversary of grant]

  	
   

  	
   

  	
   

  
	
  [prior to third anniversary of grant]

  	
   

  	
   

  	
   

  



 


You
may satisfy tax withholding obligations with respect to your award by directing
the Company to (i) withhold that number of shares that would otherwise be
issued upon vesting to satisfy the minimum required statutory tax withholding
obligations, or (ii) accept delivery of shares previously owned by you to
satisfy such minimum tax withholding obligations.


 


The
terms contained in the Plan are hereby incorporated into and made a part of
this Participant Award Agreement and this Participant Award Agreement shall be
governed by and construed in accordance with the Plan.  In the event of any actual or alleged
conflict between the provisions of the Plan and the provisions of this
Participant Award Agreement, the provisions of the Plan shall be controlling
and determinative.


 

















 


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


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  For
  the Compensation Committee

  
	
   

  	
   

  
	
  By
  my signature below, I hereby acknowledge receipt of this Award granted on the
  date shown above, which has been issued to me under the terms and conditions
  of the Plan.  I further acknowledge receipt of the copy of the Plan and
  agree to conform to all of the terms and conditions of the Award and the
  Plan.

  



 


	
  Signature:

  	
   

  	
   

  	
  Date: