Exhibit 10.53


 


	 	PARTICIPANT AWARD AGREEMENT
	 	(2020 PSU Program – Share Settled)
	 
	[•], 2020	 




 


Dear [Name]:


 


Pursuant to the terms and conditions of
the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the
2020 Performance Share Unit Program (the “Program”), effective January 1, 2020, the Management Development and Compensation
Committee (the “Committee”) of the Board of Directors of Equitrans Midstream Corporation (the “Company”)
grants you «NumberUnits» Target Performance Share Units (the “Award”), the value of which is determined
by reference to the Company’s common stock.  The terms and conditions of the Award, including, without limitation, vesting
and distribution, shall be governed by the provisions of this Participant Award Agreement and the Program document attached hereto
as Exhibit A; provided that the Award is also subject to the terms and limits included within the Plan. As approved, the
Award will be settled in shares of Company common stock; however, the Committee retains the discretion to settle the Award in cash,
Company common stock or any combination thereof.


 


The terms contained in the Plan and the
Program are hereby incorporated into and made a part of this Participant Award Agreement, and this Participant Award Agreement
shall be governed by and construed in accordance with the Program and the Plan. In the event of any actual or alleged conflict
between (a) the provisions of the Plan and the provisions of this Participant Award Agreement, the provisions of the Plan shall
be controlling and determinative, and (b) the provisions of this Participant Award Agreement and the terms of any written employment-related
agreement that you have with the Company (including any confidentiality, non-solicitation, non-competition, change of control or
similar agreement, as required by the Company), the terms of such employment-related agreement shall be controlling and determinative.


 


You
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.fidelity.com,
and clicking on the “Stock Plans” tab and then following the prompts for your Plan documents. Copies of 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 Filings” and “SEC Filings.” Paper copies of such documents are
available upon request made to the Company’s Corporate Secretary.


 


Your Award under the Program will be effective only if, no later
than 45 days after the date of this Participant Award Agreement, (a) you accept your Award through the Fidelity NetBenefits website
and (b) to the extent you are not already subject to an agreement with the Company containing covenants regarding confidentiality,
non-solicitation, and if required by the Company, non-competition, you execute an agreement containing the applicable covenants
that is acceptable to the Company.


 


When you accept your Award through the
Fidelity NetBenefits website, you shall be deemed to have (a) acknowledged receipt of this Award granted on the date of this Participant
Award Agreement (the terms of which are subject to the terms and conditions of this Participant Award Agreement, the Program document
and the Plan) and copies of this Participant Award Agreement, the Program document and the Plan, and (b) agreed to be bound by
all the provisions of this Participant Award Agreement, the Program document and the Plan.