Exhibit 10.3


 


EQUITRANS MIDSTREAM CORPORATION


 


SENIOR EXECUTIVE


 


2021 MVP PERFORMANCE SHARE UNITS AWARD AGREEMENT


 


Common Stock-Settled & Non-transferable


 


G R A N T T O


 





 






(“Grantee”)


 


DATE OF GRANT:        [●],
2021


(“Grant Date”)


 


by Equitrans Midstream Corporation (the “Company”)
of Performance Share Units (the “Performance Share Units”), representing the right to earn the number of shares of the Company’s
common stock (the “Common Stock”) set forth herein, pursuant to and subject to the provisions of the Equitrans Midstream Corporation
2018 Long-Term Incentive Plan (as amended from time to time, the “Plan”), and the terms and conditions in this award agreement
(this “Agreement”).


 


The number of Performance Share Units subject
to this award is [_________] (as more fully described herein, the “Award”). Depending on the Company’s achievement of
timely Mountain Valley Pipeline in-service status, Grantee may earn and vest in the Award in accordance with this Agreement.


 


Grantee’s Performance Share Units under
this Agreement shall not be effective unless, no later than 45 days after the Grant Date, Grantee accepts the Performance Share Units
through the Fidelity NetBenefits website, which can be found at www.netbenefits.com.


 


When Grantee accepts the Performance Share Units
awarded under this Agreement, Grantee shall be deemed to have (i) acknowledged receipt of the Performance Share Units granted on
the Grant Date (the terms of which are subject to the terms and conditions of this Agreement and the Plan) and copies of this Agreement
and the Plan, and (ii) agreed to be bound by all the provisions of this Agreement and the Plan.


 


TERMS AND CONDITIONS


 


1.            Defined
Terms. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition,
and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:


 


		(a)	“Cause” means: (i) Grantee’s conviction of a felony, a crime of moral turpitude
or fraud or Grantee’s having committed fraud, misappropriation or embezzlement in connection with the performance of Grantee’s
duties; (ii) Grantee’s willful and repeated failures to substantially perform assigned duties; or (iii) Grantee’s
violation of any provision of a written employment-related agreement between Grantee and the Company or express significant policies of
the Company. If the Company terminates Grantee’s employment for Cause, the Company shall give Grantee written notice setting forth
the reason for Grantee’s termination not later than 30 days after such termination.



 


		(b)	“Expiration Date” means January 1, 2024.



 






     


     


    

 


		(c)	“Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction
in Grantee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction
in Grantee’s annual short-term bonus target by the greater of (A) 10% and (B) 5 percentage points of Grantee’s target
bonus percentage, unless the reduction is applicable to all similarly situated employees; (iii) a significant diminution in Grantee’s
job responsibilities, duties or authority; (iv) a Company requested change in the geographic location of Grantee’s primary
reporting location of more than 50 miles (but excluding any requirement to work remotely); and/or (v) any other action or inaction
that constitutes a material breach by the Company of this Agreement.



 


A termination by Grantee shall not constitute
termination for Good Reason unless Grantee first delivers to the General Counsel of the Company written notice: (i) stating that
Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed
to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of
such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially
reverse the occurrence supporting termination for Good Reason as identified by Grantee. Failure by the Company to act or respond to the
written notice shall not be deemed to be an admission that Good Reason exists.


 


		(d)	“In-Service Date” means the date on which Mountain Valley Pipeline, LLC, the joint venture
through which the Company holds ownership in the Mountain Valley Pipeline, is authorized by the Federal Energy Regulatory Commission to
commence service on the Mountain Valley Pipeline, provided that the Committee certifies that such date has occurred on or before the Expiration
Date.



 


		(e)	“Mountain Valley Pipeline” means the approximately 300-mile, 42-inch diameter natural gas
interstate pipeline project with a targeted capacity of 2.0 Bcf per day that will span from the Company’s existing transmission
and storage system in Wetzel County, West Virginia to Pittsylvania County, Virginia.



 


		(f)	“Payment Date” is defined in Section 6 of this Agreement.



 


		(g)	“Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless
(i) all outstanding Performance Share Units awarded pursuant to the Senior Executive 2021 MVP Performance Share Units Award Agreements
are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change
of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.



 


		(h)	“Retirement” means Grantee’s voluntary termination of employment with the Company and
its Affiliates after Grantee has (i) a length of service of at least 10 years and (ii) a combined age and length of service
equal to at least 60 years. Grantee’s length of service will be determined by the Company, in its sole discretion, based on the
Company’s internal payroll records. For purposes of this Section 1(h), service with EQT Corporation prior to November 13,
2018 shall be treated the same as service with the Company and its Affiliates. The termination of Grantee’s employment by the Company
shall not qualify as Retirement.



 








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2.            Earning
and Vesting of Performance Share Units. The Performance Share Units have been credited to a bookkeeping account on behalf of Grantee
and do not represent actual shares of Common Stock. Grantee shall have no right to exchange the Performance Share Units for cash, stock
or any other benefit and shall be a mere unsecured creditor of the Company with respect to such Performance Share Units and any future
rights to benefits. The Performance Share Units represent the right to earn and vest in the amounts described below, payable in shares
of Common Stock on the applicable Payment Date depending on (i) the Company’s attainment of the In-Service Date on or prior
to the Expiration Date, and (ii) Grantee’s continued employment with the Company and/or any of its Affiliates through the applicable
Payment Date (as defined below, and subject to Section 4, as applicable). Any Performance Share Units that do not vest will be immediately
forfeited without further consideration or any act or action by Grantee. If the In-Service Date has not occurred on or prior to the Expiration
Date, the Performance Share Units will be immediately forfeited without further consideration or any act or action by Grantee.


 


Except as otherwise provided in this Agreement,
or under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change
of control or similar agreement, as required by the Company), the Performance Share Units will vest and become non-forfeitable as follows
(each, a “Vesting Date”):


 


		(a)	as to fifty percent (50%) of the Award, upon the Payment Date specified in Section 6(a) on or
following the In-Service Date, provided Grantee has continued in the employment of the Company or its Affiliates through such Vesting
Date;



 


		(b)	as to twenty-five percent (25%) of the Award, upon the Payment Date specified in Section 6(b) on
or following the first anniversary of the In-Service Date, provided Grantee has continued in the employment of the Company or its Affiliates
through such Vesting Date; and



 


		(c)	as to the remaining Award, upon the Payment Date specified in Section 6(c) on or following the
second anniversary of the In-Service Date, provided Grantee has continued in the employment of the Company or its Affiliates through such
Vesting Date.



 


3.            Voluntary
Termination with Continued Board Service. Notwithstanding the foregoing, if Grantee’s employment is terminated voluntarily,
including for Retirement, and Grantee remains on the board of directors of the Company or any Affiliate of the Company whose equity is
publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, Grantee shall retain
all unpaid Performance Share Units, contingent upon achievement of the In-Service Date, for as long as Grantee remains on such board of
directors, in which case any references herein to Grantee’s employment shall be deemed to include Grantee’s continued service
on such board. Except as otherwise provided in this Agreement, the Performance Share Units shall be forfeited upon Grantee’s resignation
as an employee of the Company or an Affiliate. For the avoidance of doubt, if Grantee transitions from employee status to board service,
the applicable Vesting Dates and Payment Dates will be determined as if Grantee’s employment status with the Company was unchanged.
Furthermore, in the case of Grantee’s death, Disability, or Retirement, during Grantee’s board service, the Award will be
subject to Section 4(a) and Section 5.


 






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4.            Vesting
Upon Change in Status Prior to the In-Service Date. In making decisions regarding the extent to which the Performance Share Units
are payable in the event that Grantee’s employment ceases prior to payment, the Committee may consider any factors that it deems
to be relevant. Unless otherwise determined by the Committee, and subject to the terms of any written employment-related agreement that
Grantee has with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement,
as required by the Company), the following shall apply with respect to all Performance Share Units in the event that Grantee’s employment
ceases prior to the In-Service Date (each, a “Vesting Date”):


 


		(a)	Death, Disability, or Retirement. In the event of the Grantee’s death, Disability (as defined
in the Plan), or Retirement prior to the In-Service Date, the Performance Share Units awarded pursuant to this Agreement shall vest on
the Payment Date specified in Section 6(d) on or following the In-Service Date, according to the terms set forth in this Section 4(a).



 


The number of a Grantee’s Performance
Share Units that vest pursuant to this Section 4(a) shall equal the total number of Performance Share Units awarded to Grantee
pursuant to this Agreement multiplied by a fraction (which shall not be greater than 1), the numerator of which is the number of full
months of continuous employment with the Company and/or an Affiliate from the Grant Date through the date of Grantee’s death, Disability,
or Retirement, and the denominator of which is the total number of full months from the Grant Date to the In-Service Date. When determining
the pro rata amount pursuant to this Section 4(a), the Participant shall be considered to have been employed with the Company and/or
an Affiliate for a full calendar month so long as the Participant is employed by such entity for at least one day during such calendar
month.


 


		(b)	Qualifying Change of Control. Notwithstanding Section 9 of the Plan, upon the occurrence of
the Qualifying Change of Control prior to the In-Service Date, 100% of the Award shall be forfeited.



 


		(c)	Termination Without Cause or Resignation for Good Reason Following Change of Control. Notwithstanding
Section 9 of the Plan, in the event that a Change of Control that is not a Qualifying Change of Control occurs prior to the In-Service
Date, and (i) Grantee’s employment is terminated without Cause or (ii) Grantee resigns for Good Reason, in each case prior
to the second anniversary of the Change of Control, the Performance Share Units shall vest in full on the Payment Date specified in Section 6(d) following
the In-Service Date.



 


		(d)	Other Termination. If Grantee’s employment is terminated prior to the In-Service Date for
any reason not otherwise provided for in this Section 4, all Performance Share Units awarded pursuant to this Agreement shall be
forfeited upon the date of the termination.



 


As a condition to the vesting
of any Performance Share Units pursuant to this Section 4, Grantee may in the Company’s discretion be required to execute and
not revoke a full release of claims in a form acceptable to the Company within 30 days of termination. Failure to satisfy this condition
will result in forfeiture of such Performance Share Units.


 


5.            Vesting
Upon Change in Status On or After the In-Service Date. In making decisions regarding the extent to which the Performance Share Units
are payable in the event that Grantee’s employment ceases prior to payment, the Committee may consider any factors that it deems
to be relevant. Unless otherwise determined by the Committee, and subject to the terms of any written employment-related agreement that
Grantee has with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement,
as required by the Company), the following shall apply with respect to all Performance Share Units in the event that Grantee’s employment
ceases on or after the In-Service Date (each, a “Vesting Date”):


 


		(a)	Death, Disability, or Retirement. In the event of Grantee’s death, Disability, or Retirement
on or after the In-Service Date, all unvested Performance Share Units shall vest in full on the Payment Date specified in Section 6(e) following
the date of such death, Disability, or Retirement.



 






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		(b)	Qualifying Change of Control. Upon the occurrence of the Qualifying Change of Control on or after
the In-Service Date, 100% of the unvested Performance Share Units shall vest upon the closing date of such Qualifying Change of Control,
provided Grantee has continued in the employment of the Company or its Affiliate through such date.



 


		(c)	Termination Without Cause or Resignation for Good Reason Following Change of Control. In the event
that a Change of Control that is not a Qualifying Change of Control occurs on or after the In-Service Date and (i) Grantee’s
employment is terminated without Cause or (ii) Grantee resigns for Good Reason, in each case prior to the second anniversary of the
Change of Control, the unvested Performance Share Units shall vest in full on the date of such termination without Cause or resignation
for Good Reason.



 


		(d)	Other Termination. If Grantee’s employment is terminated on or after the In-Service Date
for any reason not otherwise provided for in this Section 5, all unvested Performance Share Units awarded pursuant to this Agreement
shall be forfeited upon the date of the termination.



 


As a condition to the vesting
of any Performance Share Units pursuant to this Section 5, if any, Grantee will be required to execute and not revoke a full release
of claims in a form acceptable to the Company within 30 days of termination. Failure to satisfy this condition will result in forfeiture
of such Performance Share Units.


 


6.            Time
of Payment. The Performance Share Units awarded pursuant to this Agreement shall be settled in shares of Common Stock pursuant to
the following dates (each, the “Payment Date”); provided, in no event will the Payment Date be later than March 15 of
the year following the applicable Vesting Date:


 


		(a)	The Payment Date for Performance Share Units vesting pursuant to Section 2(a) shall be a date
selected by the Company that is no later than ninety (90) days after the In-Service Date.



 


		(b)	The Payment Date for Performance Share Units vesting pursuant to Section 2(b) shall be a date
selected by the Company that is no later than thirty (30) days after the first anniversary of the In-Service Date.



 


		(c)	The Payment Date for Performance Share Units vesting pursuant to Section 2(c) shall be a date
selected by the Company that is no later than thirty (30) days after the second anniversary of the In-Service Date.



 


		(d)	The Payment Date for Performance Share Units vesting pursuant to Section 4(a) or Section 4(c) shall
be a date selected by the Company that is no later than ninety (90) days after the In-Service Date.



 


		(e)	The Payment Date for Performance Share Units vesting pursuant to Section 5(a) or 5(c) shall
be a date that is thirty (30) days following Grantee’s termination of employment pursuant to Grantee’s death, Disability,
or Retirement, termination without Cause, or resignation for Good Reason.



 


Notwithstanding the foregoing,
in no event shall the Payment Date for Performance Share Units vesting pursuant to Section 2(a), 4(a), 4(c), 5(a), 5(b) or 5(c) occur
prior to the first anniversary of the Grant Date.


 






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7.            Dividend
Equivalents. If the record date for regular dividends or special dividends with respect to Common Stock (whether made in cash or stock,
unless made in accordance with any shareholder rights plan or similar arrangement) occurs during the period commencing on the Grant Date
through and including the applicable Vesting Date, the cumulative amount of all regular and special dividends paid during such applicable
period(s) on Grantee’s Performance Share Units shall be held and Grantee shall earn a right to receive a cash payment in respect
of such dividends. Any cash payment Grantee may be entitled to pursuant to this Section 7 shall be subject to the same performance
and time-vesting conditions and transfer restrictions as apply to the Performance Share Units with respect to which they relate and shall
be paid at the same time as the Performance Share Units to which they relate.


 


8.            Restrictions
on Transfer and Pledge; Holding Period. No right or interest of Grantee in the Performance Share Units may be pledged, encumbered,
or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or its Affiliates.
Except as provided in the Plan, the Performance Share Units may not be sold, assigned, transferred, or otherwise disposed of by Grantee
other than by will or the laws of descent and distribution. The designation of a beneficiary shall not constitute a transfer.


 


Other than shares withheld
by the Company to satisfy applicable tax withholdings (as described below), no shares of Common Stock awarded pursuant to this Agreement
may be transferred or sold by the Grantee until the one-year anniversary of the applicable Payment Date and in any event Grantee shall
remain subject to the requirements of any applicable stock ownership guidelines of the Company. Notwithstanding the foregoing, the holding
period shall not apply with respect to any Performance Share Units vesting pursuant to Section 4 or 5.


 


9.            Limitation
of Rights. The Performance Share Units do not confer to Grantee or Grantee’s beneficiary, executors or administrators any rights
of a shareholder of the Company. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the
Performance Share Units.


 


10.            Payment
of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee
to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a result of this Agreement. With respect to withholding required
upon any taxable event arising as a result of this Agreement, the employer shall satisfy the tax withholding required by withholding shares
of Common Stock, having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined equal to the amount
of tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements,
and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from
any payment of any kind otherwise due to Grantee.


 


11.            Plan
Controls. Other than as expressly set forth herein, this Agreement and Grantee’s rights hereunder are subject to all the terms
and conditions of the Plan and such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly
understood that the Committee is authorized to interpret and administer the Plan and this Agreement, and to make all decisions and determinations
as it may deem to be necessary or advisable for the administration thereof, all of which shall be final and binding upon Grantee and the
Company. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions
of the Plan shall be controlling and determinative. Any conflict between this Agreement and the terms of a written employment-related
agreement with Grantee effective on or prior to the Grant Date shall be decided in favor of the provisions of such employment-related
agreement.


 






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12.            Recoupment
Policy. Any shares of Common Stock distributed or amounts paid to Grantee hereunder, and any cash or other benefit acquired on the
sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of the Equitrans Midstream Corporation
Compensation Recoupment Policy, effective June 17, 2019, as may be amended or restated from time to time, to the extent such policy
is applicable to Grantee and the Performance Share Units. A copy of such policy is available upon request from the Company’s Corporate
Secretary.


 


13.            Relationship
to Other Benefits. The Performance Share Units shall not affect the calculation of benefits under the Company’s or its Affiliates’
qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates, except to
the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliates from maintaining
additional compensation plans and arrangements.


 


14.            Amendment.
Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that no such amendment shall materially
and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstanding the foregoing, Grantee hereby expressly
agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable
law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.


 


15.            Successor.
All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, shall be binding on any
successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the Company.


 


16.            Applicable
Law. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict
of law provisions.


 


17.            Notice.
Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, notices and communications
hereunder must be in writing and shall be deemed sufficiently given if either sent by electronic mail, hand-delivered or if sent by overnight
courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, but in no
event later than the date of actual receipt. Any notice delivered or made by electronic mail will be deemed to be given on the date of
actual delivery as shown by the date of the electronic mail message. Notices shall be directed, if to Grantee, at Grantee’s address
(or electronic address, as applicable) indicated by the Company’s records or, if to the Company, at the Company’s principal
executive office, Attention: Manager, Compensation and Benefits, or if notice is sent to the Company by electronic mail, to TotalRewards@equitransmidstream.com.


 


18.            Dispute
Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved in accordance with the
Equitrans Midstream Corporation Long-Term Incentive Plan Dispute Resolution procedures, effective December 15, 2020, as may be amended
or restated from time to time. A copy of such procedures is available upon request from the Company’s Corporate Secretary and is
available on the Fidelity NetBenefits website, which can be found at www.netbenefits.com.


 


19.            Tax
Consequences to Grantee. It is intended that: (i) until the applicable Payment Date occurs, Grantee’s right to payment
for an award under this Agreement 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; and (ii) until the award is paid on the applicable
Payment Date, Grantee shall have merely an unfunded, unsecured promise to receive such award, and such unfunded promise shall not consist
of a transfer of “property” within the meaning of Section 83 of the Code.


 


20.            Plan
and Company Information. Grantee may access important information about the Company and the Plan through the Company’s website.
Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which can be found at www.netbenefits.com,
and clicking on the “Menu” tab followed by the “Stock Plans” tab and then following the prompts to the Plan documents.
Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to
the Company’s shareholders can be found at www.equitransmidstream.com by clicking on the “Investors” link on the main
page and then “Financial Reporting” and “SEC Filings.” Paper copies of such documents are available upon
request made to the Company’s Corporate Secretary.


 






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