Exhibit 10.52


 


EQUITRANS MIDSTREAM CORPORATION


2020 PERFORMANCE SHARE UNIT PROGRAM


 


EQUITRANS MIDSTREAM
CORPORATION (the “Company”) hereby establishes this EQUITRANS MIDSTREAM CORPORATION 2020 PERFORMANCE SHARE UNIT PROGRAM
(the “Program”), in accordance with the terms provided herein.


 


WHEREAS, the Company
maintains certain long-term incentive award plans, including the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan
(as amended from time to time, the “2018 Plan”), for the benefit of its directors and employees, of which the Program
is a subset; and


 


WHEREAS, in order to
further align the interests of executives and key employees with the interests of the Company’s shareholders, the Company
desires to provide long-term incentive benefits through the Program, in the form of awards qualifying as “Performance Awards”
under the 2018 Plan.


 


NOW, THEREFORE, the
Company hereby provides for incentive benefits for executives and key employees of the Company and its Affiliates and adopts the
terms of the Program on the following terms and conditions:


 


Section 1. Purpose.
The main purpose of the Program is to provide long-term incentive opportunities to executives and key employees to further align
their interests with those of the Company’s shareholders and with the strategic objectives of the Company. By placing a portion
of the employee’s compensation at risk under the Program, the Company has an opportunity to reward the
employee when the Company’s performance meets or exceeds expectations or reduce the compensation opportunity when
performance does not meet expectations. As a subset of the 2018 Plan, this Program is subject to and shall be governed by the terms
and conditions of the 2018 Plan. Capitalized terms used herein and not otherwise defined shall have the meanings given to such
terms in the 2018 Plan.


 


Section 2. Effective
Date. The effective date of this Program is January 1, 2020. The Program will remain in effect until payment following (or,
in the case of a Qualifying Change of Control, on) the earlier of (i) December 31, 2022 or (ii) the closing date of a Qualifying
Change of Control. All awards under the Program are paid in accordance with Section 6, unless otherwise amended or terminated as
provided in Section 20. For purposes of this Program, a “Qualifying Change of Control” means a Change of Control (as
then defined in the 2018 Plan) unless (a) all outstanding Performance Share Units, as defined in Section 4, under the Program 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 (b) the Company is the surviving entity of the Change of Control.


 


Section 3.
Eligibility. The Committee shall, in its sole discretion, select the employees of the Company and its Affiliates who
shall be eligible to participate in the Program from those individuals eligible to participate in the 2018 Plan (each a
 “Participant” and collectively the “Participants”). In the event that an employee is hired by the
Company or an Affiliate during the Performance Period (as defined in Section 5 below), the Committee shall, in its sole
discretion, determine whether the employee will be eligible to participate in the Program.


 






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Section 4. Performance
Share Unit Awards. Awards under the Program are designated in the form of performance share units (as adjusted from time to
time in accordance with Section 14, the “Performance Share Units”), which are awards to be settled in shares of the
Company’s common stock (“Common Stock”) and/or in cash, as set forth in a Participant’s award agreement
under the Program. Upon being selected to participate in the Program, each Participant shall be awarded a number of Performance
Share Units, which award shall be approved by the Committee.


 


The Performance Share
Units shall be held in bookkeeping accounts on behalf of the Participants and do not represent actual shares of Common Stock. A
Participant 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.


 


Section 5. Relative
TSR Performance and Determination of Awarded Value. Subject to Section 7, the amount to be distributed to a Participant will
be based on the Company’s total shareholder return (“Total Shareholder Return,” or “TSR”) ranking
relative to the TSRs of companies included in a specified peer group (the “Peer Group) designated on Attachment A
(“Relative TSR”). Relative TSR is calculated as described in Attachment A for the Performance Period and for
each of the Sub Periods (as defined below). For purposes of this Program: (a) the “Performance Period” shall mean the
period commencing on January 1, 2020 and continuing thereafter until the earlier of (i) December 31, 2022 or (ii) the closing date
of a Qualifying Change of Control, and (b) a “Sub Period” shall mean each full calendar year (or such shorter period
if a Qualifying Change of Control occurs during any calendar year) occurring within the Performance Period.


 


For purposes of this
Program, a Participant’s “Earned Performance Share Units” for the Performance Period and each Sub Period shall
be calculated by multiplying (a) the product of (i) such Participant’s total Performance Share Units awarded under the Program
and (ii) the Program’s weighting for the Performance Period (40%) or the applicable Sub Period (20%), by (b) the payout factor
calculated as set forth on Attachment A (the “Payout Factor”) achieved with respect to the Performance Period
or such Sub Period, as applicable. A Participant’s “Total Earned Performance Share Units” for purposes of this
Program shall be the sum of all Earned Performance Share Units for the Participant for the Performance Period and each Sub Period.


 


If a
Participant’s award agreement under the Program stipulates that the Participant’s award will be distributed in
cash, the Participant’s “Awarded Value” shall be calculated by multiplying (a) the Participant’s
Total Earned Performance Share Units by (b) the closing price of the Company’s Common Stock at the end of the
Performance Period or, in the case of a Qualifying Change of Control, the closing price of the Company’s Common Stock
on the business day immediately preceding the date of the Qualifying Change of Control, in each case as reported in the
Nationally Recognized Reporting Service (as defined in Attachment A). If a Participant’s award agreement under
the Program contemplates that the Participant’s award will be distributed in shares of Common Stock, the
Participant’s “Awarded Value” shall be such Participant’s Total Earned Performance Share Units.


 






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If the record date
for regular dividends or special dividends with respect to the Company’s Common Stock (whether made in cash or stock, unless
made in accordance with any shareholder rights plan or similar arrangement) occurs during the Performance Period, then the Participant
shall earn a right to receive a cash payment following the Performance Period in respect of such dividends. The amount of such
cash payment shall be equal to the product of (a) such Participant’s Total Earned Performance Share Units, multiplied by
(b) the cumulative amount of all regular and special dividends paid during the Performance Period. This cash payment shall be subject
to the same Relative TSR performance conditions, continued service requirements 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 with respect to
which they relate.


 


Payments under the
Program are expressly contingent upon achievement of the Relative TSR performance conditions and continued service conditions,
as applicable.


 


Section 6. Payment;
Overall Limit. Subject to Section 7 and except as provided in this Section 6, each Participant’s Awarded Value will
be distributed in cash or in shares of Common Stock, as set forth in the Participant’s award agreement under the Program,
no later than seventy five (75) days following the end of the Performance Period. Subject to Section 7, in the event of a Qualifying
Change of Control, the Awarded Value will be distributed in cash or in shares of Common Stock on the closing date of the transaction.
Notwithstanding the first two sentences of this Section 6, the Committee may determine, in its discretion and for any reason, that
the Awarded Value will be paid, in whole or in part, in cash or Common Stock. The maximum amount payable to any one Participant
under the Program with respect to any one calendar year within the Performance Period shall be the amount set forth and as calculated
in the 2018 Plan with respect to Performance Awards. No elections shall be permitted with respect to the timing of any payments.


 


For the avoidance of
doubt, subject to Section 5 and Section 7, any Earned Performance Share Units for the 2020 Sub Period and 2021 Sub Period based
on the Company’s Relative TSR performance during the applicable Sub Period shall remain subject to forfeiture in the event
the Participant’s employment with the Company and its Affiliates terminates prior to the earlier of (a) the payment date
following December 31, 2022 or (b) the closing date of a Qualifying Change of Control.


 






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Section 7. Change
of Status. In making decisions regarding employees’ participation in the Program and the extent to which awards are payable
in the case of an employee whose 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
a Participant 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 in the case of a Participant whose employment ceases prior to
payment of the Awarded Value:


 


		(a)	Termination After Change of Control. With respect to any Participant’s award under
the Program, and notwithstanding Section 9 of the 2018 Plan, in the event that following a Change of Control that is not a Qualifying
Change of Control, (i) such Participant’s employment is terminated without Cause (as defined below), or (ii) such Participant
resigns for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of
Control, the Participant shall (A) retain all of his or her Earned Performance Share Units, contingent upon the Participant executing
and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her termination or resignation,
as applicable, and (B) shall be eligible to earn any Performance Share Units not previously forfeited based on the Company’s
achievement of the Relative TSR performance conditions set forth in Section 5 for the Performance Period and each uncompleted Sub
Period (as applicable). A Participant’s Total Earned Performance Share Units under this paragraph shall be paid at the conclusion
of the Performance Period according to Section 6.



 


Notwithstanding Section 9.02
of the 2018 Plan, the consummation of the transactions contemplated by (i) the Agreement and Plan of Merger, dated as of February
26, 2020, by and among the Company, EQM LP Corporation, LS Merger Sub, LLC, EQM Midstream Partners, LP (the “Partnership”),
and EQGP Services, LLC and (ii) the Preferred Restructuring Agreement, dated as of February 26, 2020, by and among the Company,
the Partnership, and the investors set forth on Schedule I thereto, will not constitute a Change of Control.


 


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


 


Solely for purposes of this
Program, “Good Reason” shall mean a Participant’s resignation within 90 days after (but in all cases prior to
the second anniversary of such Change of Control): (i) a reduction in such Participant’s base salary of 10% or more (unless
the reduction is applicable to all similarly situated employees); (ii) a reduction in such Participant’s annual short-term
bonus target by the greater of (A) 10% and (B) 5 percentage points of such Participant’s target bonus percentage, unless
the reduction is applicable to all similarly situated employees; (iii) a significant diminution in such Participant’s job
responsibilities, duties or authority; (iv) a change in the geographic location of such Participant’s primary reporting location
of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of such Participant’s
award agreement under the Program.





 






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A termination by a Participant
shall not constitute termination for Good Reason unless such Participant first delivers to the General Counsel of the Company written
notice: (i) stating that such Participant intends to resign for Good Reason pursuant to his or her award 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 such Participant. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that
Good Reason exists.


 


		(b)	Qualifying Change of Control. With respect to any Participant’s award under the Program,
and notwithstanding Section 9 of the 2018 Plan, in the event of a Qualifying Change of Control, if such Qualifying Change of Control
occurs after the completion of one or more Sub Periods, then the Earned Performance Share Units for each completed Sub Period shall
be determined in accordance with Section 5 based on actual performance for each such completed Sub Period and shall be paid in
accordance with Section 6.



 


For Performance Share Units
that may be earned during a Sub Period in which the Qualifying Change of Control occurs (a “Partial Sub Period”), the
Participant will be entitled to earn all or a portion of his or her Performance Share Units applicable to such Partial Sub Period
based on the Company’s Relative TSR performance as compared to the Peer Group (as designated on Appendix A) over the period
commencing on the start of the applicable Partial Sub Period and ending on the last business day of the calendar quarter immediately
preceding the closing date of the Qualifying Change of Control. In the event a Qualifying Change of Control occurs during the 2022
Sub Period (as described in Attachment A), Participants may earn all or a portion of the Performance Share Units attributable to
the Performance Period based on the Company’s Relative TSR performance as compared to the Peer Group over the period commencing
on the start of the Performance Period and ending on the last business day of the calendar quarter immediately preceding the closing
date of the Qualifying Change of Control. Any Performance Share Units earned pursuant to this paragraph shall be paid in accordance
with Section 6.


 


Performance Share Units that
would have been eligible to be earned during any Sub Period that has not commenced prior to the closing date of a Qualifying Change
of Control, if any, shall be added to the number of such Participant’s Performance Share Units subject to potential payout
for the Performance Period and shall be earned based on the Company’s Relative TSR performance as compared to the Peer Group
over the period commencing on the start of the Performance Period and ending on the last business day of the calendar quarter immediately
preceding the closing date of the Qualifying Change of Control.





 


Any Performance Share Units
earned pursuant to this paragraph shall be paid in accordance with Section 6.


 






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		(c)	Voluntary Termination With Continued Board Service. If a Participant’s employment
is terminated voluntarily, including a Participant’s Retirement (as defined below), and the Participant 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, the Participant shall retain all of his or her Performance Share
Units, contingent upon achievement of the Relative TSR performance conditions set forth in Section 5 for the Performance Period
and each Sub Period (as applicable), for as long as the Participant remains on such board of directors, in which case any references
herein to such Participant’s employment shall be deemed to include his or her continued service on such board. Except as
set forth in the preceding sentence and subsections (a) and (e) of this Section 7, a Participant’s Performance Share Units
shall be forfeited upon his or her resignation as an employee of the Company or an Affiliate.



 


		(d)	Death or Disability. Except as provided in subsections (a) and (b) above, if the termination
is due to the Participant’s death or Disability, the Participant (or the Participant’s estate or beneficiary) will
retain all of his or her Performance Share Units, contingent upon the Participant (or the Participant’s estate or beneficiary)
executing and not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her death.



 


In the event of a Participant’s
termination due to a Participant’s death or Disability, Performance Share Units that are retained shall be distributed to
the Participant or the Participant’s estate or beneficiary within 75 days following the Participant’s termination in
cash or shares of Common Stock as set forth in the Participant’s award agreement under the Program, in either case, without
giving effect to the Payout Factor, subject to the Participant or the Participant’s estate or beneficiary executing and not
revoking the full release of claims referenced above. Notwithstanding any other provisions of the Program, Participants shall have
no vested rights to any Performance Share Units prior to payment.


 


		(e)	Retirement. Except as provided in subsections (a), (b) or (c) above, if the termination
is due to the Participant’s Retirement, the Participant will retain a portion of his or her Performance Share Units applicable
to the Performance Period and each Sub Period as of the date of the Participant’s Retirement (the number of Performance Share
Units being retained is defined below as the “Pro Rata Amount”), contingent upon (A) the Participant executing and
not revoking a full release of claims in a form acceptable to the Company within 30 days of his or her termination, and (B) achievement
of the Relative TSR performance conditions set forth in Section 5 for the Performance Period and each Sub Period (as applicable),
as follows, and the remainder shall be forfeited. The Pro Rata Amount for the Performance Period and each Sub Period shall equal
the total number of Performance Share Units that are earned for such Performance Period and each Sub Period pursuant
to this Program multiplied by a fraction, the numerator of which is the number of months of continuous employment with the Company
and/or an Affiliate from the beginning of the Performance Period through the date of the Retirement and the denominator of which
is 36. When determining the Pro Rata Amount, 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.









 






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Solely for purposes of this
Program, “Retirement” shall mean a Participant’s voluntary termination of employment with the Company and its
Affiliates after the Participant has (i) a length of service of at least ten (10) years and (ii) a combined age and length of service
equal to at least sixty (60) years. The Participant’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 definition, 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 the Participant’s employment
by the Company or its Affiliates shall not qualify as Retirement.


 


In the event of a Participant’s
Retirement, Performance Share Units that are retained shall be distributed to the Participant (or the Participant’s estate
or beneficiary) at the time specified in Section 6. Notwithstanding any other provisions of the Program, Participants shall have
no vested rights to any Performance Share Units prior to payment.


 


		(f)	Other Termination. If a Participant’s employment is terminated for any reason other
than those described in subsections (a) – (e) above, the Participant’s Performance Share Units shall be forfeited.
For purposes of clarity, in the event a Participant’s employment is terminated other than for performance reasons, the Committee
may determine that all or a portion of the Performance Share Units shall be retained upon such Participant’s termination.



 


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


 





		·	Determining the extent to which the Relative
TSR performance conditions have been achieved prior to any payments under the Program,



 


		·	Ensuring that the Program is administered
in accordance with its provisions and the 2018 Plan,



 


		·	Approving Program Participants,



 


		·	Authorizing Performance Share Unit awards
to Participants,



 


		·	Adjusting Performance Share Unit awards
to account for extraordinary events,



 






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		·	Serving as the final arbiter of any disagreement
between Program Participants, Company management, Program administrators, and any other interested parties to the Program, and



 


		·	Maintaining final authority to amend,
modify or terminate the Program at any time.



 


Notwithstanding anything to the contrary
in this Program, the Committee shall at all times retain the discretion with respect to all awards under this Program to reduce,
eliminate, or determine the source of, any payment or award hereunder without regard to any particular factors specified in this
Program. The interpretation and construction by the Committee of any provisions of the Program or of any adjusted Performance Share
Units shall be final. No member of the Committee shall be liable for any action or determination made in good faith regarding the
Program or any Performance Share Units thereunder. The Committee may designate another party to administer the Program, including
Company management or an outside party. All conditions of the Performance Share Units must be approved by the Committee. As early
as practicable prior to or during the Performance Period, the Committee shall approve the number of Performance Share Units to
be awarded to each Participant. The associated terms and conditions of the Program will be communicated to Participants as close
as administratively practicable to the date an award is made. The Participants will acknowledge receipt of the participant agreement
and will agree to the terms of this Program in accordance with the Company’s procedures.


 


Section 9. Limitation
of Rights. The Performance Share Units do not confer to Participants or their beneficiaries, executors or administrators any
rights as shareholders of the Company (including voting and other shareholder rights) unless and until shares of Common Stock are
in fact registered to or on behalf of a Participant in connection with the payment of the Performance Share Units. With respect
to Awards that are settled in shares of Common Stock, upon conversion of the Performance Share Units into shares of Common Stock,
a Participant will obtain full voting and other rights as a shareholder of the Company.


 


Section 10. Tax Consequences to Participants/Payment
of Taxes.


 


(a) It is intended
that: (i) until the Relative TSR performance conditions and any applicable service requirements are satisfied, a Participant’s
right to payment for an award under this Program 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 Relative TSR performance conditions and any applicable service requirements;
and (iii) until the Awarded Value is actually paid to a Participant, the Participant 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. It is further intended that Participants will not be in actual or constructive receipt of compensation with
respect to the Performance Share Units within the meaning of Code Section 451 until the Awarded Value is paid.


 






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(b) The Company or
any Affiliate employing the Participant has the authority and the right to deduct or withhold, or require a Participant to remit
to the employer, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a result of an award under the Program. With respect
to withholding required upon any taxable event arising as a result of an award, to the extent the Committee determines that the
award will be paid in shares of Common Stock, 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 Program will be conditioned upon 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 a Participant.


 


Section 11. Recoupment
Policy. Any shares of Common Stock distributed or amounts paid to a Participant under the Program, and any cash or other benefit
acquired upon the sale of shares of Common Stock distributed to a Participant under the Program, 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 this Program and the Participant. A copy of such policy
is available upon request from the Company's Corporate Secretary.


 


Section 12. Nonassignment.
A Participant shall not be permitted to assign, alienate or otherwise transfer his or her Performance Share Units, and any attempt
to do so shall be void.


 


Section 13. Impact
on Benefit Plans. Payments under the Program shall not be considered as earnings for purposes of 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 unless specifically provided for and defined under such other plan or program. Nothing herein shall prevent the
Company or its Affiliates 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 Program regardless of whether the Relative TSR performance conditions were attained.


 


Section 14. Successors;
Changes in Stock. The obligations of the Company under the Program shall be binding upon the successors and assigns of the
Company. In the event of any spin-off, split-off or split-up, or dividend in partial liquidation, dividend in property other than
cash or Common Stock, or extraordinary distribution to holders of Common Stock, each Participant’s Performance Share Units
shall be appropriately adjusted to prevent dilution or enlargement of the rights of Participants that would otherwise result from
any such transaction, provided such adjustment shall be consistent with Section 409A of the Code.


 






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In the case of a
Change of Control, any obligation under the Program shall be handled in accordance with the terms of Sections 5 and 6 hereof.
In any case not constituting a Change of Control in which the 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 Awarded 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, and (ii) there shall be
substituted for each Performance 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 Common Stock shall be so changed or for which each such
share shall be exchangeable. In the case of any such adjustment, the Performance Share Units shall remain subject to the
terms of the Program and the 2018 Plan.


 


Section 15. Notice.
Except as may be otherwise provided by the 2018 Plan or determined by the Committee and communicated to a Participant, notices
and communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax
or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five (5) business days
after mailed, but in no event later than the date of actual receipt. Notices shall be directed, if to a Participant, at such Participant’s
address indicated by the Company’s records or, if to the Company, at the Company’s principal executive office, Attention:
Manager, Compensation and Benefits.


 


Section 16. Dispute
Resolution. Any dispute regarding the payment of benefits under this the Program or the 2018 Plan shall be resolved in accordance
with any dispute resolution procedures of the Company, to the extent such procedures are applicable to the Plan and this award.
A copy of such procedures will be available upon request or made available on the Fidelity NetBenefits website, which can be found
at www.netbenefits.fidelity.com.


 


Section 17. Applicable
Law. This Program shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its
conflict of law provisions.


 


Section 18. Severability.
In the event that any one or more of the provisions of this Program 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 19. Headings.
The descriptive headings of the Sections of this Program are inserted for convenience of reference only and shall not constitute
a part of this Program.


 


Section 20.
Amendment or Termination of this Program. This Program may be amended, suspended or terminated by the Company at any time
upon approval by the Committee and following a determination that the Program is no longer meaningful in relation to the
Company’s strategy. 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 the Company may amend
this Program from time to time without any Participant’s consent to the extent deemed to be necessary or appropriate,
in its sole discretion, to effect compliance with Code Section 409A or any other provision 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 Program,
and (iii) no amendment may be made following a Change of Control.





 






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Attachment A


 


2020 Performance Share Unit Program


 


Calculation
of Relative Total Shareholder Return & Payout Factors 


 


For purposes of the Program, “Total
Shareholder Return” or “TSR” shall mean the total shareholder return as determined by dividing (i) the sum of
(A) the Ending Period Average Price minus the Beginning Period Average Price plus (B) all dividends and other distributions paid
on the issuer’s shares during the Performance Period or Sub Period (as applicable), assuming such dividends and other distributions
are invested in shares on the ex-dividend date for such dividend or other distribution, by (ii) the Beginning Period Average Price.
The Committee shall have the authority to make appropriate equitable adjustments to account for extraordinary items affecting the
TSR.


 


For purposes of calculating TSR for the
Performance Period or any Sub Period, “Beginning Period Average Price” shall mean the average official closing price
per share of the issuer over the 15 consecutive trading days ending with and including December 31st (if the applicable day is
not a trading day, the immediately preceding trading day) immediately preceding the beginning date of the Performance Period or
Sub Period (as applicable).


 


For purposes of calculating TSR for the
Performance Period or any Sub Period, “Ending Period Average Price” shall mean the average official closing price per
share of the issuer over the 15 consecutive trading days ending with and including December 31st (if the applicable day is not
a trading day, the immediately preceding trading day) immediately preceding the ending date of the Performance Period or Sub Period
(as applicable).


 


All references in this Program 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 the Company and each member of the Peer Group described below.


 


For purposes of determining Relative TSR
performance for the Performance Period or any Sub Period, each company, including the Company, will be ranked in descending order
by the TSR so calculated. In the event any member of the Peer Group identified below liquidates or reorganizes under the United
States Bankruptcy Code (U.S.C. Title 11) before the end of the Performance Period or any Sub Period (as applicable), such member
shall remain in the Peer Group for purposes of calculating the Payout Factor for the Performance Period or Sub Period (as applicable).
In the event of any acquisition, merger, consolidation, other reorganization, asset sale, go private transaction or material change
in ownership, legal structure, or business operations (including, for the avoidance of doubt, any rollup or other simplification
transaction involving related parties) of any member of the Peer Group before the end of the Performance Period or any Sub Period
(as applicable), the Committee shall have discretionary authority to retain, remove, or replace such member for purposes of calculating
the applicable Payout Factor.


 






     


     


    

 


The Payout Factor for the Performance Period
and for each Sub Period will be determined based on the level of achievement of the Relative TSR Ranking during the Performance
Period or Sub Period (as applicable); provided that the Payout Factor applicable to the Performance Period and each individual
Sub Period shall in no event exceed 100% for such period if the Company’s TSR for such Performance Period or Sub Period,
as applicable, is less than 0%.


 


Relative TSR Ranking 


 


	 	Threshold	Target	Maximum
	Performance Goal	At 25th percentile	50th percentile	At or above 75th percentile
	Payout Factor	50%	100%	200%


 


NOTE: Above Threshold all Payout Factors are interpolated on
a straight-line basis between the data points above, with 200% being the maximum in all cases. Below threshold, the Payout Factor
shall be zero.


 


For purposes of the Program, the Peer Group shall consist of
the following companies:


 


	Antero Midstream Corporation
	Cheniere Energy Inc.
	Crestwood Equity Partners LP
	DCP Midstream LP
	Enable Midstream Partners LP
	EnLink Midstream LLC
	Kinder Morgan Inc.
	Magellan Midstream Partners LP
	ONEOK Inc.
	Targa Resources Corp
	The Williams Companies Inc.
	Western Midstream Partners LP