Exhibit 10.01(l)


 


EQUITABLE
RESOURCES, INC.

2009 SHAREHOLDER VALUE PLAN


 


EQUITABLE RESOURCES, INC. (the “Company”) hereby establishes this
EQUITABLE RESOURCES, INC. 2009 SHAREHOLDER VALUE PLAN (the “Plan”) as of this 23rd
day of December, 2008, in accordance with the terms provided herein.


 


WHEREAS, the Company maintains certain long-term incentive award plans
including the 1999 Equitable Resources, Inc. Long-Term Incentive Plan (the
“1999 Plan”) for the benefit of its employees and executives, of which this
Plan is a subset; and


 


WHEREAS, in order to further align the interests of executives with the
interests of the shareholders, the Company desires to provide incentive
benefits through this Plan, in the form of awards qualifying as “Other
Stock-Based Awards” under Section 6.05 of the 1999 Plan.


 


NOW, THEREFORE, the Company
hereby provides for incentive benefits for certain executive employees of the
Company and adopts the terms of the Plan on the following terms and conditions:


 


Section 1.  Purpose.  The main purpose of the Plan is to provide
incentive opportunities to key executives to further align their 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 and other absolute and relative performance levels, and are forfeited if
defined performance levels are not achieved. 
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 1999 Plan, this Plan is
subject to and shall be governed by the terms and conditions of the 1999 Plan.  Capitalized terms used herein and not
otherwise defined shall have the meanings given such terms in the 1999
Plan.  The Share Units granted under this
Plan are intended to be “Other Stock-Based Awards” under Section 6.05 of
the 1999 Plan, are not 


 

















 


intended to meet the
performance-based compensation exemption from Section 162(m) of the
Code, and therefore are not subject to the conditions and limits of 6.04 of the
1999 Plan.


 


Section 2.  Effective Date.  The effective date of this Plan is January 1,
2009.  The Plan will remain in effect
until the earlier of December 31, 2009 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 Chief Executive
Officer of the Company (the “CEO”) shall, in his or her sole discretion, select
the employees of the Company who shall be eligible to participate in the Plan,
up to a maximum of 35 employees.  The CEO’s
selections will become participants in the Plan (the “Participants”) only upon
approval by the Compensation Committee of the Board of Directors (the “Committee”).  In the event that an employee is hired by the
Company during the Performance Period, as defined below, the CEO shall, in his
or her sole discretion, determine whether the employee will be eligible to
participate in the Plan, provided that the Committee must approve all new
participants to the Plan.


 


Section 4.  Performance Incentive Share Unit Awards.  Awards under the Plan are designated in the
form of performance incentive share units (the “Share Units”), which are awards
to be settled in cash, the amount per unit of which is determined by reference
to one share of the Company’s common stock. Upon being selected to participate
in the Plan, each Participant shall be awarded a number of Share Units, which
award shall be proposed by the CEO and approved by the Committee.  The maximum number of Share Units that may be
awarded under the Plan is 1,000,000, subject to adjustment as provided in Section 12.


 


The
Share Units shall be held in book entry form by the Company until settled in
cash as described herein.  Share Units do
not represent actual shares of stock.  A
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 a Participant will be based
on (i) the Company’s total shareholder return relative to the peer group’s
(Attachment A) total shareholder return for the period described in (a) below,
and (ii) the Company’s average absolute return on total capital during the
Performance Period (collectively, the “Performance Condition”), for the
Performance Period of January 1, 2005 to the close of business at 5:00 p.m.,
Eastern Standard Time, on the Termination Date (the “Performance Period”).


 


(a)           Total Shareholder Return.  For purposes of
this Plan, 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) business
day period ending on and including February 23, 2005, for each company.  All references in this Plan 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 New York Stock
Exchange listed companies.


 


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


 


Except as
provided in the following sentence, the “Ending Point” is defined as Total
Shares Held at Ending Point for each company times the average closing stock
price as reported in 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 1999 Plan) of the Company (a “Change
of Control”), the Ending Point for each company in the peer group shall be the
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 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 Plan.


 


(b)           Average Absolute Return on Total Capital (“ROTC”).  For
purposes of this Plan, average absolute
return on total capital will be calculated for each completed calendar
quarter within the Performance Period as follows:


 


Net Income After Tax +
(Interest x (1 - Effective Tax Rate)), with such sum divided by (Debt +
Preferred Stock + Book
Equity - Cash).


 


The annualized average
of those amounts, calculated by dividing the sum of the quarterly ROTC values by
the number of whole completed quarters in the Performance Period and
multiplying by four (4), shall equal the average absolute return on total
capital for the Performance Period.


 


The above amounts shall
be calculated as reported on the Company’s financial statements.  The Committee may base such calculation on
unaudited financial statements provided that the methodology for determining
each financial component used in the calculation of Average Absolute ROTC is
the same as that which would be used in the preparation of the Company’s
audited financial statements.


 


In the event of a Change
of Control or other Termination Date occurring after the end of a calendar
quarter, the immediately preceding calendar quarter shall be the final quarter
considered for purposes of the above calculation.


 


(c)           Application of Performance Condition.  A
Participant’s Performance Adjusted Unit Value shall be calculated by dividing (i) the
product of (A) the sum of such Participant’s Adjusted Share Units and
Dividend Units (calculated as described below and, if appropriate, modified as
described in Section 12) multiplied by (B) the payout factor
identified on the payout matrix (Attachment B) that corresponds to (X) the
Company’s relative TSR ranking on the payout matrix for the period specified
herein combined with (Y) the Company’s average absolute return on total
capital performance on the payout matrix for the Performance Period multiplied
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 by (ii) such Participant’s
Adjusted Share Units.  Solely for the
purpose of calculating the Performance Adjusted Unit Value, Share Units will be
cumulatively credited with cash dividends that are paid on the Company’s common
stock on or after January 1, 2005 in the form of additional units and such
units 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 Plan
are expressly contingent upon achievement of the Performance Condition.


 


Section 6.  Issuance and
Distribution. 
Subject to Section 7, each Participant will be paid an amount (the “Awarded
Value”) equal to such Participant’s number of Adjusted Share Units multiplied
by the excess, if any, of (a) the Performance Adjusted Unit Value over (b) the
“Threshold Unit Value” approved by the Compensation Committee and, if
appropriate, modified as described in Section 12. Except as provided in
the remainder of this Section 6, the Awarded Value will be distributed in
cash no later than Friday, March 13, 2010.  Subject to Section 7, in the event of a
Change of Control, the Awarded Value will be distributed in cash 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.


 


Section 7.  Change of
Status; Overall Limit. 
In making decisions regarding employees’ participation in the Plan and
the extent to which awards are payable in the case of an employee who
terminates employment during the Performance Period, the Committee may consider
any factors that it may consider relevant. 
The following guidelines are provided as general information about the
effect of employee status changes prior to payment.


 


(a)           Retirement and
Resignation.  Adjusted Share Units
are forfeited.


 


(b)           Death and Disability.  Participants who die or become Disabled, as
defined below, before the end of the Performance Period, will retain their Adjusted
Share Units for the Performance Period, contingent upon achievement of the
Performance Condition set forth in Section 5, as follows, and any
remainder shall be forfeited:


 


	
  Date of Death or Disability

  	
   

  	
  Percent Retained

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Prior to April 1, 2009

  	
   

  	
  0

  	
  %

  
	
  April 1, 2009 – June 30, 2009

  	
   

  	
  50

  	
  %

  
	
  July 1, 2009 – September 30, 2009

  	
   

  	
  75

  	
  %

  
	
  October 1, 2009 and thereafter

  	
   

  	
  100

  	
  %

  



 

















 


“Disabled” means a Participant is “disabled” as defined in Section 409A(a)(2)(C) of
the Code.


 


(c)           Termination.  Adjusted Share Units are forfeited and no
award shall be paid to any employee whose services are terminated prior to the
payment of Adjusted Share Units 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 will retain his or her Adjusted Share Units for the
Performance Period, 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 July 1, 2009

  	
   

  	
  0

  	
  %

  
	
  July 1, 2009 – September 30, 2009

  	
   

  	
  25

  	
  %

  
	
  October 1, 2009 – December 30, 2009

  	
   

  	
  50

  	
  %

  
	
  December 31, 2009 and thereafter

  	
   

  	
  100

  	
  %

  



 


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


 


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


 


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


 


·      Approving Plan Participants,


 


·      Authorizing Share Unit awards to Participants,


 


·      Adjusting Performance Adjusted Unit Value to account for
extraordinary events,


 


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


 

















 


·      Maintaining final authority to modify or terminate the Plan
at any time.


 


The interpretation and
construction by the Committee of any provisions of the Plan 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 Plan or any Share Units thereunder. 
The Committee may designate another party to administer the Plan,
including Company management or an outside party.  All conditions of the Share Units must be
approved by the Committee.  The Committee
shall approve the number of Share Units to be awarded to each Participant.  The associated terms and conditions of the Plan
will be communicated to Participants as close as possible to the date an award
is made.  The Participants will sign and
return a participant agreement to the Committee.


 


Section 9.  Tax Consequences to Participants.  It is intended that: (i) until the
Performance Condition is satisfied, a Participant’s right to payment for an award
under this Plan 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 Participants 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.  The payment of awards under this Plan is not
intended to meet the performance-based compensation exemption from Section 162(m) of
the Code.


 


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


 


Section 11.  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.  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 Plan
regardless of whether the Performance Condition was attained.


 


Section 12.  Successors;
Changes in Stock.  The
obligation of the Company under the Plan 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, each Participant’s Share Units and Dividend Units and the Threshold Unit
Value 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, each Participant’s Share Units and Dividend Units and
the Threshold Unit Value shall be appropriately adjusted to prevent dilution or
enlargement of the rights of Participants which would otherwise result from any
such transaction, provided such adjustment shall be consistent with Section 409A
of the Code.  A Participant’s Share Units
as adjusted by this Section 12 shall be such Participant’s “Adjusted Share
Units”.


 


In the case of a Change of Control, any
obligation under the Plan
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 Performance Adjusted Unit
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, (ii) there shall be substituted for each Adjusted 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, and (iii) the Threshold Unit Value shall be appropriately
and equitably adjusted; provided that any such adjustment shall be consistent
with Section 409A of the Code.  In
the case of any such adjustment, the Share Units shall remain subject to the
terms of the Plan.


 


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:


 


	
  (a)

  	
  The
  specific basis for its decision,

  
	
   

  	
   

  
	
  (b)

  	
  Specific
  reference to pertinent Plan 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 Plan’s claim review procedure.

  



 

















 


Section 14.  Applicable Law.  This Plan 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 Plan 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 Plan are inserted for convenience of reference only and shall not
constitute a part of this Plan.


 


Section 17.  Amendment or Termination of this Plan.  This Plan
may be amended, suspended or terminated by the Company at any time upon
approval by the Committee and following a determination that the Plan 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 a Participant’s rights to his or her 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, Participants’ rights to awards are deemed not to be adversely
affected thereby, and the Company may amend this Plan from time to time without
any participant’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 participants, (ii) no amendment may alter the time of payment
as provided in Section 6 of the Plan, and (iii) no amendment may be
made following a Change of Control.