Exhibit 10.03


 


EQUITABLE RESOURCES, INC.

EXECUTIVE SHORT-TERM INCENTIVE PLAN


 


(as amended and restated December 3,
2008)


 


Section 1.               Incentive Plan Purposes.  The main purposes of the Equitable Resources, Inc.
(the “Company”) Executive Short-Term Incentive Plan (the “Plan”) are to
maintain a competitive level of total cash compensation and to align the
interests of the Company’s executive employees with those of the Company’s
shareholders, customers and with the strategic objectives of the Company.  By placing a portion of executive employee
compensation at risk, the Company can reward performance based on the overall
performance of the Company.


 


Section 2.               Effective Date.  The original effective date of this Plan is January 1,
2001.  The Plan was amended and restated
subject to shareholder approval on December 7, 2005 and amended and
restated December 3, 2008 to reflect final regulations under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).  The Plan will remain in effect from year to
year (each calendar year shall be referred to herein as a “Plan Year”) until
formally amended or terminated in writing by the Company’s Board of Directors
or the Compensation Committee of the Board of Directors (“Committee”) and as
provided in Section 13 or the occurrence of a Change of Control as
provided in Section 11.


 


Section 3.               Eligibility.


 


(a)           All executive officers
of the Company shall be eligible to participate in the Plan; provided, however,
that no employee who participates in the Company’s annual Short-Term Incentive
Plan shall be eligible to participate in the Plan.


 


(b)           The Committee may
designate any other employee for participation in the Plan in its complete and
sole discretion.  Eligible employees who
are designated to participate in the Plan for any Plan Year will be notified in
writing of their participation and given a Plan document for their reference.


 


Section 4.               Administration
of the Plan.  The Plan shall be
administered by the Committee, which shall be comprised solely of two or more
outside directors within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. 
On an annual basis, the Committee shall designate the participants and
determine the Performance Goals, as defined in Section 5 of the Plan, and
the Incentive Targets, as defined in Section 6 of the Plan.  Prior to payment of any Incentive Awards, as
defined in Section 6 of the Plan, the Committee shall certify in writing
that the Performance Goals and other material terms were satisfied, which
writing may include meeting minutes of the Committee.  The Committee shall also review and approve
any proposed amendments to the Plan throughout the Plan Year.


 


Section 5.               Performance Goals.


 


(a)           Each participant shall
have specific performance goals (the “Performance Goals”) determined for his or
her position for the subject Plan Year. 
These Performance Goals will support the approved business plan of the
Company, affiliate or business unit, as applicable, and be based upon the 


 

















 


specific performance measures established by the
Committee for the Plan Year.


 


(b)           A copy of each
participant’s Performance Goals shall be determined in writing, and kept on
file by the Committee and with the appropriate business segment Human Resources
Department, not later than 90 days after the commencement of the Plan Year to
which they relate; provided that in no event will Performance Goals be
established after 25 percent of the Plan Year has elapsed or when the outcome
of such Performance Goals is no longer substantially uncertain.


 


(c)           The Performance Goals
determined by the Committee will be based upon one or more of the following
objective performance measures and expressed in either, or a combination of,
absolute or relative values: earnings per share, earnings per share growth, net
income, revenue growth, revenues, expenses, return on equity, return on total
capital, return on assets, earnings (including EBITDA and EBIT), cash flow,
share price, economic value added, gross margin, operating income, or total
shareholder return.  The Performance
Goals may be based either on the performance of the Company, a subsidiary or
subsidiaries, any branch, department, business unit, or other portion thereof
under such measure for the Plan Year and/or upon a comparison of such performance
with the performance of a peer group of corporations, prior Company performance
or other comparative measure selected by the Committee at the time of making an
Incentive Award.


 


(d)           When the Performance
Goals are determined by the Committee, the Committee shall specify the manner
in which the Performance Goals shall be calculated and may also determine that
unusual items or certain specified events or occurrences, including changes in
accounting standards or tax laws, shall be excluded from the calculation of the
Performance Goal.


 


Section 6.               Incentive Targets and Awards.


 


(a)           Incentive compensation
targets (“Incentive Targets”) shall be determined by the Committee and
expressed as a percentage of the participants’ base salary in effect at the time
the Performance Goal is established.  The
Incentive Targets shall be based upon the level of achievement of the
Performance Goals, and shall be determined in writing by the Committee at the
commencement of each Plan Year.


 


(b)           Incentive awards (“Incentive
Awards”) may be earned by participants during a Plan Year; provided, however,
that payment of any Incentive Award under the Plan to a participant (i) shall
be contingent upon the attainment of the Performance Goals established by the
Committee for the Plan Year and (ii) may not exceed the participant’s
Incentive Target established for the actual level of achievement attained.


 


(c)           The Committee shall
have no discretion to increase any Incentive Target or Incentive Award payable
that would otherwise be due upon attainment of the Performance Goals, but the
Committee may in its discretion reduce or eliminate such Incentive Target or
Incentive Award; provided, however, that the exercise of such negative
discretion shall not be 


 


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permitted to result in any increase in the amount of
any Incentive Target or Incentive Award payable to any other participant.


 


(d)           The maximum Incentive
Award payable to any participant for any Plan Year is $5,000,000.


 


(e)           Except as provided in Section 7
of the Plan, Incentive Awards shall be paid in cash within 21⁄2 months of the end
of a Plan Year in which the right to payment is no longer subject to a
substantial risk of forfeiture; provided, further, that the Committee has
determined and certified in writing the extent to which the Performance Goals
have been attained and the Incentive Awards have been earned.


 


Section 7.               Form of
Payment.  The Committee may, in its
discretion, determine to satisfy, in whole or in part, an obligation for any
Incentive Award by issuing, in substitution for a cash payment, shares of
Company common stock having a value equal to the cash payment, under and
pursuant to the terms of the Company’s 1999 Long-Term Incentive Plan, or any
successor or substitute plan, in the case of a participant who at the time of
payment has not met the stock ownership requirements set by the Committee.


 


Section 8.               Impact on
Benefit Plans.  Payments under the
Plan 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.


 


Section 9.               Tax Consequences.  It is intended that nothing in this Plan
shall change the tax consequences of the Plan under Federal or State law and
specifically shall not cause the participants in the Plan to be taxed currently
under the Constructive Receipt or Economic Benefit Doctrines and as expressed
in Sections 451 and 83 of the Code or any amounts to be considered as deferred
compensation under Section 409A of the Code.  The terms, requirements and limitations of
this Plan shall be interpreted and applied in a manner consistent with Section 162(m) of
the Code.


 


Section 10.             Change of Status.  In making decisions regarding employees’
participation in the Plan, the Committee may consider any factors that they may
consider relevant.  The following
guidelines are provided as general information regarding employee status
changes:


 


(a)           New Hire, Transfer,
Promotion.  A newly hired employee
qualifying for participation will participate in the Plan Year following the
year in which they are hired, unless otherwise specified in their employment
offer.  An employee who is promoted or
transferred during the first 90 day period of the Plan Year to a position
qualifying for participation may be
recommended for a pro rata Incentive Award under the Plan based on the level of
participation in his or her previous program and the percentage of the Plan
Year the employee is in the participating position.  This includes employees who leave positions
that qualify for incentive payments in other Company business segments.  These potential payments shall be considered
when determining the employee’s Incentive Target and Incentive Award under this
Plan; provided, however, that no amounts of deferred compensation under other
plans and arrangements may be substituted for or in respect of amounts payable
under the Plan.


 


(b)           Demotion.  No Incentive Award shall be paid to an
employee who has been demoted during the Plan Year because of performance.  If the demotion is due to an organizational
change, a pro rata Incentive Award 


 


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may
be made, provided the employee otherwise qualifies for payment of an Incentive
Award.


 


(c)           Termination.  No Incentive Award shall be paid to any
employee whose services are terminated during the Plan Year for reasons of
misconduct, failure to perform, or other cause. 
If the termination is due to reasons such as reorganization, and not due
to the fault of the employee, the employee may be
considered for a pro rata Incentive Award, provided the employee otherwise
qualifies for payment of an Incentive Award.


 


(d)           Resignation.  No Incentive Award shall be paid to an
employee who resigns for any reason before Incentive Awards are paid; provided,
however, if the employee has voluntarily terminated his or her employment with
the Company’s consent a pro rata Incentive Award may
be made, provided the employee otherwise qualifies for payment of an Incentive
Award.


 


(e)           Death and Disability.  An employee whose status as an active
employee is changed during the Plan Year for any reason other than the reasons
cited above, including termination for death or disability, may be considered for a pro rata Incentive Award, provided
the employee otherwise qualifies for payment of an Incentive Award.  In the event that an Incentive Award is paid
on behalf of an employee who has terminated employment by reason of death, any
such payments or other amounts due shall be paid to the employee’s estate.


 


Nothing in the
Plan or in any Incentive Target or Incentive Award shall confer any right on
any employee to continue in the employ of the Company, its affiliates or any
business unit.  In the event any payments
are made under the guidelines provided in this Section 10, the timing of
such payments shall be in accordance with the provisions of Section 6(e);
provided, however, if the participant is a “specified employee” under Section 409A
of the Code at the time of his or her separation from service and the amounts
are conditioned upon a separation from service and not compensation the
participant could receive without separating from service, then payment may not
be made until the first day following the six-month anniversary of the
participant’s separation from service.


 


Section 11.             Change of Control.  In the event of a Change of Control of the
Company, as then defined under the Company’s 1999 Long-Term Incentive Plan, or
its successor, the Plan Year shall end on the date of the Change of Control,
the Performance Goals shall be deemed to have been achieved for the pro-rata
portion of the calendar year that elapsed through the date of the Change of
Control, at target levels or, if, actual performance is greater, at actual
levels.  In such event, any Incentive
Awards earned shall be paid to participants on such pro-rata basis in
accordance with the provisions of Section 6(e), but subject to the
Committee’s overall discretion as provided in Section 6(c).


 


Section 12.             Dispute Resolution.  The following is the exclusive procedure to
be followed by all participants in resolving disputes arising from payments
made under this Plan.  All disputes
relative to a given Plan Year must be presented to the Committee within thirty
(30) days following the payment date of the Incentive Award for that Plan Year,
or the participant’s right to dispute a payment will be irrevocably
waived.  The employee with the concern
will be given an opportunity to present his or her issues to the Committee.  A decision will be rendered by the Committee
within ten (10) business days of the meeting.  The Chairperson of the Committee will be
responsible for preparing a written version of the decision.  The decision by the Committee regarding the matter
is final and binding on all Plan participants.


 


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Section 13.             Amendment or
Termination of this Plan.  The
Company’s Board of Directors and the Committee shall each have the right to
amend or terminate the Plan at any time, provided, however, that the material
terms of the Performance Goals, including any amendments to the class of
employees eligible to receive compensation pursuant to, or participate in, the
Plan, the criteria upon which the Performance Goals are based or the maximum
amount of compensation payable to any employee hereunder, may not be amended
without shareholder approval.  No
employee or participant shall have any vested right, interest or entitlement to
any Incentive Award hereunder prior to its payment.  The Company shall notify affected employees
in writing of any amendment or Plan termination.


 


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