Exhibit 10.1


 


Equitrans Midstream
corporation


EMPLOYEE STOCK PURCHASE PLAN


 


		1.	Purpose



 


The purpose of the Plan is
to provide Eligible Employees of Equitrans Midstream Corporation (the “Company”) and each of its Designated Subsidiaries with
the opportunity to purchase Stock in the Company through payroll deduction, thereby encouraging employees to share in the economic growth
and success of the Company through Stock ownership. The Company intends that the Plan constitute an “employee stock purchase plan”
within the meaning of Section 423 of the Code and, further, intends that any ambiguity in the Plan or any related Offering be resolved
to effect such intent.


 


		2.	Effective Date



 


This Plan shall become effective
on May 1, 2022, subject to approval by the Company’s shareholders.


 


		3.	Definitions



 


3.1         “Account” shall mean the separate bookkeeping account which shall be established and maintained by the Administrator
for each Participant for each Offering Period to record the Contributions made on his or her behalf to purchase Stock under the Plan.


 


3.2         “Administrator” shall mean the Management Development and Compensation Committee of the Board or its duly-authorized
delegate.


 


3.3         “Board” shall mean the Board of Directors of the Company.


 


3.4         “Change of Control” shall mean any of the following events:


 


(a)      The
sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers,
other than to a corporation with respect to which, following such sale or disposition, more than eighty percent (80%) of, respectively,
the then outstanding shares of Stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of the Board is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the outstanding shares of Stock and the combined voting power of the then outstanding
voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding
shares of Stock and voting power immediately prior to such sale or disposition;


 


(b)      The acquisition in one (1) or more transactions by any person or group, directly or indirectly, of beneficial ownership of
thirty percent (30%) or more of the outstanding shares of Stock or the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of the Board; provided, however, that the following
shall not constitute a Change of Control:  (i) any acquisition by the Company or any of its subsidiaries, or any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries and (ii) an acquisition by any person or
group of persons of not more than forty percent (40%) of the outstanding shares of Stock or the combined voting power of the then outstanding
voting securities of the Company if such acquisition resulted from the issuance of capital stock by the Company and the issuance and the
acquiring person or group was approved in advance of such issuance by at least two-thirds (2/3) of the Continuing Directors (as defined
below) then in office;


 






     


     


    

 


(c)      The Company’s termination of its business and liquidation of its assets;


 


(d)      There is consummated a merger, consolidation, reorganization, share exchange or similar transaction involving the Company (including
a triangular merger), in any case, unless immediately following such transaction: (i) all or substantially all of the persons who
were the beneficial owners of the outstanding shares of Stock and outstanding voting securities of the Company immediately prior to the
transaction beneficially own, directly or indirectly, more than fifty percent (50%) of the outstanding shares of Stock and the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting
from such transaction (including a corporation or other person which as a result of such transaction owns the Company or all or substantially
all of the Company’s assets through one (1) or more subsidiaries (a “Parent Company”)) in substantially the same
proportion as their ownership of the Stock and other voting securities of the Company immediately prior to the consummation of the transaction,
(ii) no person (other than (1) the Company, any employee benefit plan sponsored or maintained by the Company or, if reference
was made to equity ownership of any Parent Company for purposes of determining whether the foregoing clause (i) is satisfied in connection
with the transaction, such Parent Company, or (2) any person or group that satisfied the requirements of the foregoing Section (b)(ii))
beneficially owns, directly or indirectly, thirty percent (30%) or more of the outstanding Stock or the combined voting power of the voting
securities entitled to vote generally in the election of directors of the corporation resulting from such transaction and (iii) individuals
who were members of the Board immediately prior to the consummation of the transaction constitute at least a majority of the members of
the board of directors resulting from such transaction (or, if reference was made to equity ownership of any Parent Company for purposes
of determining whether the foregoing clause (i) is satisfied in connection with the transaction, such Parent Company); or


 


(e)      The following individuals (sometimes referred to herein as “Continuing Directors”) cease for any reason to constitute
a majority of the number of directors then serving: individuals who, on the date hereof, constitute the entire Board and any new director
(other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board
or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously
so approved.


 


3.5       “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


3.6       “Contributions” shall mean the payroll deductions that a Participant contributes to fund the exercise of an Option
pursuant to the Offering.


 


3.7       “Designated Subsidiary” shall mean each U.S. Subsidiary of the Company which is a corporation for U.S. tax purposes
and each other U.S. Subsidiary entity of the Company, which is permitted to participate in the Plan pursuant to Code Section 423.


 


3.8       “Effective Date” shall mean the date described in Section 2.


 






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3.9       “Eligible Employee” shall mean each regular full-time employee and part-time I employee (a part-time employee of the
Company regularly scheduled to work at least twenty (20) hours per week for the Company or a Designated Subsidiary (as determined by the
Company based upon its own internal rules and procedures)) of the Company or a Designated Subsidiary. Eligible Employee shall exclude
any employee who (i) would own (immediately after the grant of an Option under the Plan) stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or any of its Subsidiaries based on the rules set forth in Section 423(b)(3)
and Section 424 of the Code, (ii) is customarily employed (within the meaning of Code Section 423(b)(4)(B)) 20 hours or less per week
(or such lesser period of time as may be determined by the Administrator), or (iii) is customarily employed (within the meaning of Code
Section 423(b)(4)(C)) for not more than 5 months in any calendar year (or such lesser period of time as may be determined by the Administrator),
and (iv) any individual who is classified as an independent contractor in the Company’s or a Designated Subsidiary’s regular
payroll system. In addition, with respect to any Offering, the Administrator may, prior to an Enrollment Period for an Offering under
the Plan and in an identical manner to all employees of every corporation whose employees are granted Options under the Offering, determine
that the Eligible Employees with respect to such Offering will not include:


 


(a)      an employee who has been employed less than 2 years (within the meaning of the Code Section 423(b)(4)(A)) (or such lesser period
of time as may be determined by the Administrator);


 


(b)      an employee who is a highly-compensated employee within the meaning of Code Section 414(q) with compensation above a certain level,
and/or is an officer or subject to disclosure requirements of Section 16(a) of the Exchange Act, or some other sub-category of highly
compensated employees above a designated grade level; and


 


(c)      an employee who is a citizen or resident of a foreign jurisdiction if the grant of an Option under the Plan or Offering to such
person is prohibited under the laws of such foreign jurisdiction or if compliance with the laws would cause the Plan or Offering to violate
the requirements of Code Section 423.


 


3.10     “Enrollment Period” shall mean a period preceding an Offering Period during which Eligible Employees may elect to participate
in the Plan for such Offering Period. The Administrator shall establish the timing and duration of each Enrollment Period.


 


3.11     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


3.12     “Fair Market Value” as of any date shall mean the closing sales price for a share of Stock as reported on the New York
Stock Exchange on such date; provided, if any given day for which the Fair Market Value of a share of Stock is to be determined is not
a business day, the Fair Market Value shall be deemed to be the closing sales price for a share of Stock on the most recent business day
before such day.


 


3.13     “Offering” shall mean an offer under the Plan to purchase shares of Stock on a Purchase Date.


 


3.14     “Offering Period” shall mean a period established by the Administrator during which Contributions shall be made pursuant
to an Offering under the Plan. The first Offering Period shall begin on or after June 1, 2022, and end on June 30, 2022. Subsequent one-month
Offering Periods shall begin on the first of each month following the first Offering Period. Unless otherwise provided by the Administrator
with respect to an Offering, Offering Periods shall run in consecutive, non-overlapping cycles. In addition, unless otherwise provided
by the Administrator with respect to an Offering, if the first day of an Offering Period is not a business day, then the Offering Period
shall begin on the next following business day; and if the last day of an Offering Period is not a business day, then the Offering Period
shall end on the most recent business day before such day. Subject to the foregoing, in no event shall any Offering Period be shorter
than one (1) month or longer than twenty-seven (27) months.


 






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3.15      “Option” shall mean a Participant’s right to purchase shares of Stock in an Offering under the Plan, in accordance
with and subject to the terms of such Offering.


 


3.16      “Participant” shall mean, for each Offering, an Eligible Employee who has satisfied the requirements set forth in Section
7 to participate in such Offering.


 


3.17      “Participating Employer” shall mean, for each Participant as of any date, the Company or a Designated Subsidiary, whichever
employs such Participant as of such date.


 


3.18      “Payroll Deduction Authorization” shall mean the participation election and payroll deduction authorization form which
an Eligible Employee shall be required to properly complete and timely file with the Administrator to participate in the Plan for the
related Offering Period. The Administrator shall establish rules and procedures relating to how Eligible Employees may submit Payroll
Deduction Authorizations (which may include online or electronic enrollment) and the times during which Payroll Deduction Authorizations
must be submitted.


 


3.19      “Plan” shall mean this Equitrans Midstream Corporation Employee Stock Purchase Plan as set forth herein and as hereafter
amended from time to time.


 


3.20      “Purchase Date” shall mean, for each Offering Period, the last business day of such Offering Period.


 


3.21      “Purchase Price” shall mean the price at which shares of Stock shall be purchased in an Offering, which shall be eighty-five
percent (85%) of the Fair Market Value of a share of Stock on the last day of the applicable Offering Period. The Administrator may adjust
the Purchase Price in its sole discretion with respect to an Offering; provided that the Purchase Price shall not be less than the lower
of (a) eighty-five percent (85%) of the Fair Market Value of a share of Stock on the first day of the Offering Period or (b) eighty-five
percent (85%) of the Fair Market Value of a share of Stock on the Purchase Date.


 


3.22      “Stock” shall mean the common stock of the Company.


 


3.23      “Subsidiary” shall mean a subsidiary entity of the Company.


 


		4.	Offerings



 


Offerings to purchase shares
of Stock shall be made to Eligible Employees in accordance with the Plan from time to time at the discretion of the Administrator. The
Administrator will determine the terms of each Offering, which will be set forth in writing (or electronic form), provided that all employees
granted Options shall have the same rights and privileges in accordance with the requirements of Section 423(b)(5) of the Code. For each
Offering, Options will be granted to all Eligible Employees of any corporation whose employees are granted any of such Options by reason
of their employment by that corporation in such Offering. The maximum number of shares of Stock that may be purchased by any Participant
in a single Offering shall be five hundred thousand (500,000) shares of Stock.


 






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		5.	Shares of Stock Available Under the Plan



 


Subject to adjustment as provided
in Section 14, as of the Effective Date, a maximum of five (5) million total shares of Stock shall be reserved for purchase upon the exercise
of Options granted under Section 9 of the Plan. Any shares of Stock which are subject to Options granted as of the first day of an Offering
Period but which are not purchased on the related Purchase Date shall again become available under the Plan. Shares of Stock purchased
under the Plan will be, at the Company’s discretion, either newly issued shares of Stock, shares of Stock already owned by the Company
(treasury stock), or shares of Stock purchased for Participants in the open market, or any combination of the foregoing.


 


		6.	Administration



 


The Administrator shall be
responsible for the administration of the Plan and shall have the power in connection with such administration to interpret the Plan,
to establish rules and procedures it deems appropriate to administer the Plan, and to take such other action in connection with such administration
as it deems necessary or equitable under the circumstances. The Administrator also shall have the power to delegate the duty to perform
such administrative functions as the Administrator deems appropriate under the circumstances and any action taken in accordance with such
delegation shall be considered the action of the Administrator. Any person or management committee to whom the duty to perform an administrative
function is delegated shall act on behalf of and shall be responsible to the Administrator for such function. Any action or inaction by
or on behalf of the Administrator under the Plan shall be final and binding on each Eligible Employee, each Participant and on each other
person who makes a claim under the Plan based on the rights, if any, of any such Eligible Employee or Participant under the Plan.


 


		7.	Participation



 


(a)       An
Eligible Employee may become a Participant in the Plan by submitting a properly completed Payroll Deduction Authorization to the Plan’s
recordkeeper on or before the last day of the Enrollment Period for an Offering. Unless otherwise provided by the Administrator, only
employees who are Eligible Employees on the first day of an Enrollment Period, and whose employment as an Eligible Employee continues
until the start of the related Offering, may participate in the Offering. Employment as an Eligible Employee shall not be treated as
interrupted by a transfer directly between the Company and any Designated Subsidiary which is participating in the Offering or between
one Designated Subsidiary participating in the Offering and another Designated Subsidiary participating in the same Offering.


 


(b)       A Payroll Deduction Authorization shall require an Eligible Employee to provide such information and to take such action as the
Administrator in its discretion deems necessary or helpful to the orderly administration of the Plan, including specifying (in accordance
with Section 8) his or her Contributions to purchase shares of Stock pursuant to the Offering. Unless a Participant files a new Payroll
Deduction Authorization during a subsequent Enrollment Period, stops (or otherwise modifies) his or her Contributions in accordance with
Section 8(b), or terminates employment or otherwise ceases to be an Eligible Employee pursuant to Section 12, he or she will remain a
Participant and his or her Payroll Deduction Authorization will continue in effect at the same Contribution rate for future Offering Periods
under the Plan as long as the Plan remains in effect. The Administrator may establish procedures (applied on a uniform and nondiscriminatory
basis) for enrolling newly hired Eligible Employees or employees who otherwise become Eligible Employees during an Enrollment Period (before
the start of the related Offering Period). Otherwise, an Eligible Employee who is hired or who otherwise becomes eligible after the start
of an Enrollment Period for an Offering must wait until the Enrollment Period for the next Offering to enroll.


 






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		8.	Contributions



 


(a)       Payroll Deduction Authorization. Each Payroll Deduction Authorization made under Section 7 shall specify the Participant’s
Contributions for the Offering, which shall be a whole-number percentage of compensation (unless the Administrator determines that Contributions
may be designated as a specific dollar amount) which he or she authorizes his or her Participating Employer to deduct from his or her
compensation each pay period (as such pay period is determined in accordance with his or her Participating Employer’s standard payroll
policies and practices) during the Offering Period for which such Payroll Deduction Authorization is in effect. For each Offering, the
Administrator shall establish the definition of eligible “compensation” from which a Participant’s Contributions will
be taken, which for any Offering will be applicable to all Participants in the Offering on an identical basis. The Administrator shall
determine the elements of pay to be included in compensation for purposes of an Offering in compliance with Code Section 423 and may change
the definition on a prospective basis (provided it shall apply to Participants on an identical basis). Unless otherwise provided by the
Administrator with respect to an Offering, eligible “compensation” for purposes of each Offering under the Plan will consist
of compensation as defined in the Equitrans Midstream Corporation Employee Savings Plan, as amended and restated, but modified to exclude
cash short-term incentive payments. In general and subject to the Administrator’s determination, eligible compensation will include
the Participant’s base compensation, including overtime, and pay in lieu of vacation and exclude, among other elements, severance
payments. In addition, for any Offering, the Administrator may establish uniform rules regarding (i) required minimum Contribution levels
and (ii) limitations on the dollar amounts (or percentages of compensation) that may be contributed, provided that all such limitations
shall satisfy the requirements of Code Section 423(b)(5) with respect to any Offering. Unless otherwise provided by the Administrator
with respect to an Offering, the maximum percentage of compensation that a Participant may elect to contribute for any Offering shall
equal ten percent (10%) of the Participant’s eligible compensation per payroll period and all contribution elections shall be denominated
in full percentages.


 


(b)       Modifications. Unless otherwise provided by the Administrator with respect to an Offering, a Participant shall have the
one-time right to amend his or her Payroll Deduction Authorization after the end of an Enrollment Period to stop the Contributions which
he or she previously had authorized for an Offering Period, in which case the accumulated Contributions through the date of such adjustment
shall not be distributed to the Participant but instead shall be used to purchase shares of Stock at the end of the Offering Period in
accordance with the terms of the Offering. Any such adjustment to a Participant’s Contributions shall be effective as soon as administratively
practicable after the Administrator receives the amended Payroll Deduction Authorization. No payroll deduction Contributions will be taken
for future Offering Periods unless the Participant submits a new Payroll Deduction Authorization during a subsequent Enrollment Period
in accordance with Section 7. Unless otherwise provided for by the Administrator with respect to an Offering, a Participant shall not
otherwise have the right to increase or decrease the Contributions which he or she previously had authorized for an Offering Period after
the end of the Enrollment Period for such Offering Period. The Administrator may establish procedures and deadlines by which Participants
must make such amendments to a Payroll Deduction Authorization.


 


(c)       Account Credits, General Assets and Taxes. All Contributions made for a Participant shall be credited to his or her Account
as soon as practicable following the payday as of which the Contribution is made. All Contributions shall be held by the Company, by the
Company’s agent or by one, or more than one, Designated Subsidiary (as determined by the Administrator) as part of the general assets
of the Company or any such Designated Subsidiary, and each Participant’s right to the Contributions credited to his or her Account
shall be those of a general and unsecured creditor. No interest or earnings shall be credited to a Participant’s Account. All Contributions
shall be taken on an after-tax basis.


 






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		9.	Granting of Option



 


(a)       General Rule. Subject to the remaining provisions of this Section 9, each person who is a Participant for an Offering Period
automatically shall be deemed to have been granted an Option to purchase the number of whole shares of Stock as may be purchased with
the Contributions credited to the Participant’s Account during the applicable Offering Period, subject to the limit in Section 4,
if applicable, and the Statutory Limit (as defined in Section 9(c) below). No fractional shares of Stock will be purchased; unless otherwise
provided by the Administrator, any Contributions accumulated in a Participant’s Account which are not sufficient to purchase a full
share of Stock will be retained in the Participant’s Account for the subsequent Offering, subject to earlier withdrawal in accordance
with Section 12 or as permitted by the Administrator.


 


(b)       Option Terms. Each such Option shall be exercisable only in accordance with the terms of the Plan and the applicable Offering
pursuant to which the Option has been granted.


 


(c)       Statutory Limitation. No Option granted under the Plan to any Eligible Employee shall permit his or her rights to purchase
shares of Stock under the Plan or under any other “employee stock purchase plan” (within the meaning of Section 423 of the
Code) of the Company or any of its Subsidiaries to accrue (within the meaning of Section 423(b)(8) of the Code) at a rate which exceeds
$25,000 of the Fair Market Value of such Stock for any calendar year (the “Statutory Limit”). Such Fair Market Value shall
be determined as of the first day of the Offering Period for which the Option is granted.


 


(d)       Insufficient Available Shares of Stock. If the number of shares of Stock available for purchase for any Offering Period
is insufficient to cover the number of whole shares of Stock which Participants have elected to purchase, then each Participant’s
Option to purchase shares of Stock for such Offering Period shall be reduced to the number of whole shares of Stock which the Administrator
shall determine by multiplying the number of shares of Stock available for Options for such Offering Period by a fraction, the numerator
of which shall be the number of shares of Stock for which such Participant would have been granted an Option under Section 9(a) if sufficient
shares of Stock were available and the denominator of which shall be the total number of shares of Stock for which Options would have
been granted to all Participants under Section 9(a) if sufficient shares of Stock were available.


 


		10.	Exercise of Option



 


Unless a Participant terminates
employment or otherwise ceases to be an Eligible Employee pursuant to Section 12, in each case on or before the Purchase Date for an Offering
Period for which he or she has made Contributions, his or her Option shall be exercised automatically on such Purchase Date for the purchase
of as many whole shares of Stock as the balance credited to his or her Account as of that date will purchase at the Purchase Price for
such shares of Stock.


 


		11.	Delivery of Shares of Stock; Holding Period



 


Whole shares of Stock purchased
upon the exercise of an Option under the Plan may be registered in book entry form or represented in certificate form and shall be held
for the Participant in an investment account maintained by the Plan’s third-party custodian and may not be transferred from such
third-party custodian account. The shares of Stock in a Participant’s investment account shall be registered in the Participant’s
name (or, to the extent permitted under procedures established by the third-party custodian, jointly in the names of the Participant and
the Participant’s spouse or beneficiary). No Participant (or any person who makes a claim through a Participant) shall have any
interest in any shares of Stock subject to an Option until such Option has been exercised and the related shares of Stock have been registered
in the Participant’s investment account. The Administrator may impose restrictions on the sale or transfer of shares of Stock held
in a Participant’s investment account, in accordance with Code Section 423, with respect to any shares of Stock purchased under
the Plan if the purchase discount exceeds 5%.


 






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In addition, unless otherwise
provided by the Administrator, no shares of Stock purchased in any Offering under the Plan may be sold by the Participant until six (6)
months after completion of the relevant Offering Period; provided that the Participant may still direct the sale of any shares of Stock
in his or her Plan investment account during the applicable period, as long as any otherwise applicable restrictions with respect to such
shares have elapsed. Any fees associated with the sale or transfer of any shares of Stock shall be borne by the Participant.


 


		12.	Termination of Employment or Other Service; Death



 


If a Participant’s employment
with the Company or with a Designated Subsidiary terminates before the Purchase Date for an Offering Period for any reason whatsoever
(including death but in such case only if the Administrator has timely notice of such death), then his or her Account shall be distributed
to the Participant in cash (without interest) as soon as administratively practicable after the date his or her employment terminates.
If a Participant otherwise ceases to be an Eligible Employee with respect to an Offering on or before the Purchase Date with respect to
such Offering, the Participant’s aggregate Contributions for such Offering shall be distributed to the Participant in cash (without
interest) as soon as administratively practicable after the date he or she ceases to be eligible. Payment shall occur as soon as administratively
practicable (and in any event by no later than March 15th of the year following the year in which the applicable Offering Period ends).
However, if a Participant is transferred directly between the Company and a Designated Subsidiary participating in an Offering or between
one Designated Subsidiary participating in an Offering and another Designated Subsidiary participating in the same Offering, his or her
employment shall not be treated as having terminated merely because of such transfer. In the case of a leave of absence, the Administrator
shall have the authority to determine if and when a Participant’s employment has terminated in its sole discretion.


 


		13.	Transferability



 


Neither the balance credited
to a Participant’s Account nor any rights to the exercise of an Option or to receive shares of Stock under the Plan may be assigned,
encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant during his or her lifetime or by any
other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Administrator in
its absolute discretion may treat any such action as an election by a Participant to cease future Contributions in accordance with Section
8(b).


 


		14.	Adjustment



 


The number of shares of Stock
covered by outstanding Options granted pursuant to the Plan, the related Purchase Price, the number of shares of Stock available under
the Plan, the maximum limitation on shares of Stock purchasable during an Offering Period, and any other similar terms shall be adjusted
by the Board in an equitable manner to reflect any Stock split, Stock dividend or other similar change in the capitalization of the Company
without the receipt of consideration by the Company. An adjustment made under this Section 14 by the Board shall be conclusive and binding
on all affected persons.


 


		15.	Amendment or Termination



 


This Plan may be amended by
the Board from time to time to the extent that the Board deems necessary or appropriate, and any such amendment shall be subject to the
approval of the Company’s shareholders to the extent such approval is required under Section 423 of the Code, other applicable law
or stock exchange listing requirements. The Board also may terminate the Plan or any Offering made under the Plan at any time.


 






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		16.	Change of Control



 


In the event of a Change of
Control, (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may
assume or continue outstanding Options or may substitute similar options for outstanding Options, or (ii) otherwise, all outstanding Options
under the Plan shall automatically be exercised immediately prior to the consummation of such Change of Control by causing all amounts
credited to each Participant’s Account to be applied to purchase as many shares of Stock pursuant to the Participant’s Option
as possible at the Purchase Price, subject to the limitations set forth in the Plan.


 


		17.	Acquisitions and Dispositions



 


The Administrator may, in
its sole and absolute discretion, create special Offering Periods for individuals who become Eligible Employees solely in connection with
the acquisition of a controlling interest in another company or business by a stock acquisition, merger, reorganization or purchase of
assets and, notwithstanding anything in the Plan to the contrary, may provide for special Purchase Dates for Participants who will cease
to be Eligible Employees solely in connection with the disposition of all or a portion of any Designated Subsidiary or a portion of the
Company, which Offering Periods and Purchase Dates granted pursuant thereto shall, notwithstanding anything stated herein, be subject
to such terms and conditions as the Administrator considers appropriate under the circumstances.


 


		18.	Indemnity



 


The Company shall, consistent
with applicable law, indemnify members of the Administrator from any liability, loss or other financial consequence with respect to any
act or omission relating to his or her conduct in the performance of his or her duties under the Plan, except in relation to matters as
to which he or she acted fraudulently or in bad faith in the performance of such duties.


 


		19.	Notices



 


All Payroll Deduction Authorizations
and other communications from a Participant to the Administrator under, or in connection with, the Plan shall be deemed to have been filed
with the Administrator when actually received in the form specified by the Administrator at the location, or by the person, designated
by the Administrator for the receipt of such authorizations and communications.


 


		20.	Electronic Forms



 


To the extent permitted by
applicable law and in the discretion of the Administrator, an Eligible Employee may submit any form or notice as set forth herein by means
of an electronic form approved by the Administrator. Before the commencement of an Offering Period, the Administrator may prescribe the
time limits within which any such electronic form shall be submitted to the Administrator with respect to such Offering Period in order
to be a valid election.


 


		21.	Employment



 


No offer under the Plan shall
constitute an offer of employment, and no acceptance of an offer under the Plan shall constitute an employment agreement. Any such offer
or acceptance shall have no bearing whatsoever on the employment relationship between any Eligible Employee and the Company or any subsidiary
of the Company, including a Designated Subsidiary.


 






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		22.	Payment of Expenses Related to Plan



 


The Administrator may require
that the cost, if any, for the delivery of shares of Stock to a Participant or commissions upon the sale of Stock be paid by the Participant
using such service. Other expenses associated with the Plan, if any, at the discretion of the Administrator, will be allocated as deemed
appropriate by the Administrator.


 


		23.	Optionees Not Shareholders



 


Neither the granting of an
Option to an employee, nor the deductions from his or her pay shall cause such employee to be a shareholder of the Stock covered by an
Option until such shares of Stock have been purchased by and issued to him or her.


 


		24.	Taxes



 


As a condition of participating
in the Plan, a Participant shall make such arrangements as the Company or the Participating Employer may require for the satisfaction
of any applicable U.S. federal, state, local or foreign tax withholding, and any other required deductions or payments that may arise
in connection with the grant or exercise of an Option under the Plan or the sale or disposition of any shares of Stock acquired upon exercise
thereof. The Company shall not be required to issue any shares of Stock under the Plan until such obligations are satisfied. At any time,
the Company may, but shall not be obligated to, withhold from a Participant’s compensation the amount necessary for the Company
to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or
benefits attributable to sale or early disposition of Stock by the Participant.


 


		25.	Compliance with Applicable Law



 


No Options may be exercised
to any extent unless the shares of Stock to be issued upon such exercise under the Plan are covered by an effective registration statement
pursuant to the Securities Act of 1933, as amended, and the Plan is in material compliance with all applicable U.S. federal and state,
foreign and other securities, exchange control and other laws applicable to the Plan.


 


		26.	Headings, References and Construction



 


The headings to Sections in
the Plan have been included for convenience of reference only. Except as otherwise expressly indicated, all references to Sections (Section)
in the Plan shall be to Sections (Section) of the Plan. This Plan shall be interpreted and construed in accordance with the laws of the
Commonwealth of Pennsylvania.


 


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IN
WITNESS WHEREOF, Equitrans Midstream Corporation has caused this Plan to be duly executed in its name and on its behalf as
of the date set forth below.


 


	 	EQUITRANS MIDSTREAM CORPORATION
	 	 
	 	By:	/s/ Anne M. Naqi
	 	 	Name: Anne M. Naqi
	 	 	Title: VP & Chief Human Resources Officer
	 	 
	 	Date:	February 7, 2022




 






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