Exhibit 10.19


 


DIRECTORS’ COMPENSATION


 


Compensation of directors is annually reviewed by the
Corporate Governance Committee and approved by the Board.  No compensation is paid to employee directors
for their service as directors.


 


The
Corporate Governance Committee has engaged Towers,
Perrin, Forster & Crosby, Inc. (“Towers Perrin”), an external
human resources consulting firm, to conduct an annual review of the
total compensation for outside directors. 
Specifically, retainer fees, meeting
fees, stock-based long-term incentives and insurance were evaluated using, as
the competitive benchmark, levels of total compensation paid to directors of the
following 21 energy companies:


 




	
  Atlas Energy Resources,
  LLC

  
	
  Cabot Oil &
  Gas Corporation

  
	
  Chesapeake Energy Corporation

  
	
  CNX Gas Corporation

  
	
  El Paso Corporation

  
	
  Enbridge Inc.

  
	
  Energen Corporation

  
	
  Linn Energy, LLC

  
	
  Markwest Energy
  Partners, L.P.

  
	
  MDU Resources
  Group, Inc.

  
	
  National Fuel Gas
  Company

  
	
  ONEOK, Inc.

  
	
  Penn Virginia
  Corporation

  
	
  Questar Corporation

  
	
  Range Resources
  Corporation

  
	
  Sempra Energy

  
	
  Southern Union Company

  
	
  Southwestern Energy
  Company

  
	
  Spectra Energy
  Corporation

  
	
  TransCanada Corporation

  
	
  The Williams
  Companies, Inc.

  






 


Set forth below is a description of the 2008
compensation of the company’s non-employee directors.


 


Cash Compensation


 


·                                          An annual cash retainer
of $40,000 is paid on a quarterly basis. 
The annual cash retainer
was increased in April 2008 from $30,000.


·                                          The cash meeting fee is
$1,500 for each Board and committee meeting attended in person.  If a director participates in a meeting by
telephone, the meeting fee is $750. 
These fees are paid on a quarterly basis.


·                                          For the Audit Committee
Chair, an annual committee chair retainer of $15,000 (no meeting fees).  For Executive, Compensation and Corporate
Governance Committee Chairs, an annual committee chair retainer of $6,000 (no
meeting fees).  These chair retainer fees
were adopted in April 2008.  Prior
to that time, each committee chair received $500 ($1,500 for Audit Committee
Chair) for each meeting of his or her committee that the chair attended.  These fees are paid on a quarterly basis.


 


Equity-Based Compensation


 


·                                          In 2003, the company
began granting to each director stock units that vested upon award and that are
payable on a deferred basis under the directors’ deferred compensation
plans.  In April 2008, a grant of
1,600 deferred stock units was awarded to each non-employee director who was a
member of the board at that 


 

















 


time.  The
deferred stock units are awarded by the Board annually upon the recommendation
of the Corporate Governance Committee. 
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.  Except in the case of Dr. Domm,
who elected to be paid her 2003 award in shares of stock, 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 non-employee
directors are subject to stock ownership guidelines which require them to hold
shares (or share equivalents, including deferred stock units) with a value
equal to at least three 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.  Other than Messrs. Behrman and Cary, who
joined the Board in July 2008, each of the company’s non-employee
directors satisfies the stock ownership guidelines at December 31, 2008.


 


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.  Distributions
commence following termination of service as a director.  The directors’ deferred compensation accounts
are unsecured obligations of the company. 
Dr. Behrman, Mr. Cary, Ms. Jeremiah, Mr. Miles and Mr. Whalen
deferred fees under the plan in 2008. 
The pre-existing 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.


 


Other


 


·                                          To further the company’s
support for charitable giving, all directors are eligible to participate in the
Matching Gifts Program of the Equitable Resources Foundation, Inc. (the “EQT
Foundation”, on the same terms as company employees.  Under this program, the EQT Foundation will match
gifts of at least $100 made by the director to eligible charities, up to an
aggregate total of $15,000 in any calendar year.


·                                          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 EQT Corporation.  The
directors do not receive any financial benefit from this program because the
charitable deductions accrue solely to the company.


·                                          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 the company.