Exhibit 10.1
TRANSITION AGREEMENT AND GENERAL RELEASE
This TRANSITION AGREEMENT AND GENERAL RELEASE
(this “Agreement”), is entered into between EQT Corporation, a Pennsylvania corporation (together with its subsidiaries
and affiliates, “EQT” or the “Company”) and David Khani (“Employee”).
WHEREAS, Employee
is party to that certain Confidentiality, Non-Solicitation and Non-Competition Agreement dated as of January 3, 2020 between EQT
Corporation and Employee (the “Non-Compete Agreement”), and that certain offer letter from EQT Corporation to Employee
dated as of December 18, 2019 (the “Offer Letter”);
WHEREAS, Employee’s
employment with EQT will terminate on the Separation Date (as defined below);
WHEREAS, to facilitate
an effective transition of Employee’s role, the parties wish for Employee to remain employed and provide certain transition services
prior to the Separation Date, on the terms set forth herein;
WHEREAS, the Non-Compete
Agreement provides that Employee shall be eligible for certain benefits upon termination of employment in exchange for, among other things,
a general release of claims in a form acceptable to EQT; and
WHEREAS, the parties
desire to fully and finally resolve all issues between them, including any issues arising out of the employment relationship and the
termination of that relationship.
NOW, THEREFORE, in
consideration of the respective representations, acknowledgements, covenants and agreements of the parties set forth herein, and intending
to be legally bound, the parties agree as follows:
1. Transition
and Termination of Employment.
| a. | Employee agrees that on such future date
as designated by the Company and communicated to Employee (the “Transition Date”),
Employee will cease to serve as Chief Financial Officer of EQT. From the date Employee first
signs this Agreement until the Transition Date, Employee shall remain employed as Chief Financial
Officer of EQT pursuant to the terms of the Non-Compete Agreement and the Offer Letter and
shall continue to serve as EQT’s principal financial officer for all purposes. |
| b. | From the Transition Date until July 31,
2023, or such later date as designated by the Company and communicated to Employee (the “Separation
Date”), Employee will remain employed with EQT, and Employee’s employment
with EQT will continue to be “at will,” meaning that EQT may terminate Employee’s
employment at any time and for any reason, with or without Cause (as defined in the Non-Compete
Agreement). From the Transition Date until the Separation Date, Employee shall continue to
receive payment of compensation and benefits in accordance with the terms of the Offer Letter
and Non-Compete Agreement; provided, that following the Transition Date, EQT shall
be permitted to assign to Employee such duties as determined by EQT in its discretion (which
may include providing advice relating to the transition of Employee’s role), and may
require that Employee perform such duties from Employee’s home rather than from EQT’s
offices. Employee hereby agrees that none of the entry into this Agreement (or any announcements
or disclosures related hereto or thereto), the occurrence of the Transition Date or the assignment
of such transition duties shall constitute “Good Reason” under the Non-Compete
Agreement. For the avoidance of doubt, between the Transition Date and the Separation Date,
Employee shall remain eligible to receive a long-term incentive award for 2023, subject to
approval by EQT’s Board of Directors (the “Board”) and in accordance
with the terms of the EQT Corporation 2020 Long-Term Incentive Plan, as amended (the “2020
Equity Plan”) and any related award agreements. |
| c. | Effective as of 5:00 p.m. Eastern
Standard Time on the Separation Date, Employee’s employment with EQT shall end. EQT
and Employee acknowledge and agree that Employee will experience a “separation from
service” (within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”)) as of 5:00 p.m. Eastern Standard Time on
the Separation Date. |
2. Resignation
from Positions. Effective as of 5:00 p.m. Eastern Standard Time on the Transition Date, Employee hereby resigns as a director,
manager, officer or committee member and from any other positions he might hold with EQT and its affiliates. While Employee agrees that
the foregoing resignations are intended to be self-effectuating, Employee further agrees to execute any documentation that EQT determines
necessary or appropriate to facilitate such resignations.
3. Termination
of Employment. In the event that Employee’s employment with the Company terminates prior to the Separation Date due to
Employee’s resignation or the Company’s termination of Employee’s Employment for “Cause” under the Non-Compete
Agreement, Employee shall not be entitled to receive any of the payments or benefits set forth in Section 4 below.
4. Termination
Payments and Benefits. Subject to Employee’s execution of this Agreement, the occurrence of the Second Release Effective
Date (as defined in Section 11 of this Agreement), Employee’s continued employment through the Separation Date, and Employee’s
compliance with his obligations under this Agreement and the Non-Compete Agreement, including the restrictive covenants set forth herein
and therein (collectively, the “Agreement Conditions”), Employee shall be entitled to the following compensation and
benefits:
| a. | Pursuant to Section 3(a) of the
Non-Compete Agreement, a cash payment equal to $1,080,000 (i.e., twenty-four (24)
months of Employee’s base salary), which shall be paid in a lump sum within sixty (60)
days following the Separation Date; provided, that in the event the Separation Date
occurs prior to July 31, 2023, the amount of such cash payment shall be increased by
the amount of Employee’s base salary that would have been paid had Employee remained
employed from the Separation Date through July 31, 2023. |
| b. | Pursuant to Section 3(b) of the
Non-Compete Agreement, a cash payment equal to $1,497,600 (i.e., two times the average
annual incentive (bonus) payment earned by Employee under EQT’s applicable Short-Term
Incentive Plan for the three (3) full year period prior to the Separation Date), which
shall be paid in a lump sum within sixty (60) days following the Separation Date. |
| c. | Pursuant to Section 3(c) of the
Non-Compete Agreement, a cash payment equal to $21,894.60 (i.e., the product of (i) twelve
(12) and (ii) 100% of the current Consolidated Omnibus Budget Reconciliation Act of
1985, as amended (“COBRA”) monthly rate for family coverage), which shall
be paid in a lump sum within sixty (60) days following the Separation Date; provided,
that in the event the Separation Date occurs prior to July 31, 2023, the amount of such
cash payment shall be increased by an amount equal to the product of (A) the number
of days between the Separation Date and July 31, 2023 (inclusive), and (B) the
quotient of (x) 100% of the current COBRA monthly rate for family coverage, and (y) thirty-one
(31). |
| d. | Pursuant to Section 3(d) of the
Non-Compete Agreement, a cash payment equal to $25,000, which shall be paid in a lump sum
within sixty (60) days following the Separation Date. |
| e. | With respect to all stock options, restricted
stock, restricted stock units and other time-vesting equity awards granted to Employee as
of the Separation Date, Employee shall be entitled to treatment of such awards as set forth
on Exhibit A attached hereto. Employee acknowledges and agrees that all such
awards are reflected on Exhibit A attached hereto and that Exhibit A
attached hereto shall control in the event of any conflict between Section 3(e) of
the Non-Compete Agreement and Exhibit A attached hereto. |
| f. | With respect to all performance-vesting
equity awards held by Employee as of the Separation Date, Employee shall be entitled to treatment
of such awards as set forth on Exhibit B attached hereto. Employee acknowledges
and agrees that all such awards are reflected on Exhibit B attached hereto and
that Exhibit B attached hereto shall control in the event of any conflict between
Section 3(f) of the Non-Compete Agreement and Exhibit B attached hereto. |
The payments provided under this Section 4
are subject to applicable tax and payroll withholding. Except as expressly provided in Sections 4(e) and (f) above, Employee’s
rights under the long-term incentive programs referenced above shall remain subject to the terms and conditions of the applicable award
program documentation, as they may be amended from time to time. In the event of Employee’s death, any amounts payable under this
Section 4 shall be paid to Employee’s estate.
5. Cooperation.
Prior to and following the Separation Date, Employee, upon reasonable notice and at reasonable times, agrees to cooperate with EQT in
any investigation, inquiry, transactional review or similar process or procedure by any governmental agency, and agrees to cooperate
with EQT in the defense of litigation and in related depositions or similar investigations of any claims or actions now in existence
or that may be threatened or brought in the future, in each case, relating to events or occurrences that transpired while Employee was
employed by EQT. Without limiting the generality of the foregoing, Employee further agrees that he shall cooperate and assist as needed
in matters relating to the closing of the transactions contemplated by that certain Amended and Restated Purchase Agreement, dated December 23,
2022, by and among THQ Appalachia I, LLC, THQ-XcL Holdings I, LLC, EQT and the other parties thereto. Further, Employee hereby re-affirms
the reasonableness of, and his agreement to abide by, his obligations under, and the terms and conditions of, the Non-Compete Agreement.
6. Condition
to Payment; Employee Acknowledgements. Employee hereby acknowledges and agrees that EQT’s obligation to provide the payments
set forth in Section 4 of this Agreement is subject to Employee’s satisfaction of the Agreement Conditions, including the
occurrence of the Second Release Effective Date as described in Section 11 of this Agreement. Further, Employee hereby acknowledges
and agrees that the payments set forth in Section 4 of this Agreement, together with any accrued but unpaid base salary and any
vested account balance that Employee may have under the EQT Employee Savings Plan, shall be in full satisfaction of all obligations of
EQT to Employee under this Agreement, the Non-Compete Agreement, the Offer Letter, and any other compensation or benefit plan, agreement
or arrangement or otherwise, and Employee acknowledges that Employee is not eligible to receive any payments or benefits under the EQT
Corporation Severance Pay Plan, the EQT Executive Alternative Work Arrangement, the EQT Corporation Executive Severance Plan, or the
EQT Corporation 2023 Short-Term Incentive Plan (for clarity, notwithstanding the payments to be provided under Section 4(b) of
this Agreement). Each of EQT and Employee acknowledges that unless Employee resigns or Employee’s employment is terminated for
Cause prior to the Separation Date, Employee’s employment will be terminated on the Separation Date by EQT without Cause. Employee
hereby understands that any payments or benefits set forth in Section 4 of this Agreement represent, in part, consideration for
signing this Agreement and are not salary, wages or benefits to which Employee was already entitled. Such payments and benefits will
not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established
by EQT or its affiliates. Employee hereby reaffirms his obligations to keep EQT’s information confidential and that he will return
all EQT property (including EQT confidential information) in his possession on or prior to the Separation Date.
7. Release
of Claims. In consideration for EQT’s commitments herein, Employee, on behalf of himself, his heirs, representatives, estates,
successors and assigns, and anyone acting on Employee’s behalf, does hereby fully, voluntarily, irrevocably and unconditionally
release and forever discharge EQT, its predecessors, subsidiaries, affiliates, and benefit plans, and their past, present and future
officers, directors, trustees, administrators, attorneys, representatives, shareholders, agents and employees, as well as the heirs,
successors and assigns of any such persons or such entities (hereinafter severally and collectively called “Releasees”)
from any and all suits, actions, causes of action, losses, damages and claims, known and unknown, that Employee has or may have against
any of the Releasees for any acts, practices or events up to and including the date he signs (or re-executes, as applicable) this Agreement,
except for claims to enforce the performance of the provisions of this Agreement, it being the intention of Employee to effect a general
release of all such claims. This release includes any and all claims under any possible legal, equitable, contract, tort, or statutory
theory, including but not limited to any claims under Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the
Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Civil
Rights Act of 1991, the Genetic Information Nondiscrimination Act, the Pennsylvania Human Relations Act, the City of Pittsburgh Human
Relations Ordinance, all as amended, and other federal, state, and local statutes, ordinances, executive orders, regulations and other
laws prohibiting discrimination in employment, the federal Employee Retirement Income Security Act of 1974, as amended, and state, federal
or local law claims of any other kind whatsoever (including common law tort and contract claims) arising out of or in any way related
to Employee’s employment with EQT or the termination of Employee’s employment. Employee also specifically releases all Releasees
from any and all claims or causes of action for the fees, costs and expenses of any and all attorneys who have at any time or are now
representing him in connection with this Agreement or in connection with any matter released in this Agreement.
The release in the preceding
paragraph is intended to be a general release, excluding only claims which Employee is legally barred from releasing. Employee understands
that the release does not include: any claims that cannot be released or waived as a matter of law; any claim for or right to vested
benefits under a 401(k) plan that may have accrued on or prior to the Separation Date; any right to enforce this Agreement; and
any claims based on acts or events occurring after Employee signs (or re-executes, as applicable) this Agreement. Nothing in this Agreement
prohibits the filing of a charge or complaint with, or testimony, assistance or participation in, any investigation, proceeding or hearing
conducted by any federal, state or local governmental agency, including but not limited to the Equal Employment Opportunity Commission.
Nothing in this Agreement
or the Non-Compete Agreement prohibits Employee from: (a) reporting possible violations of federal, state, or local law or regulation
to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal,
state, or local law or regulation; or (b) disclosing confidential information and/or trade secrets when this disclosure is solely
for the purpose of: (i) reporting possible violations of federal, state, or local law or regulation to any governmental agency or
entity; (ii) working with legal counsel in order to determine whether possible violations of federal, state, or local law or regulation
exist; or (iii) filing a complaint or other document in a lawsuit or other proceeding, if such filing is made under seal.
Any disclosures of trade
secrets must be consistent with 18 U.S.C. § 1833. 18 U.S.C. § 1833(b) provides: “An individual shall not be held
criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in
confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely
for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed
in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18
U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).
Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government
officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have
the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and
protected from public disclosure.
8. No
Pending Actions. Employee warrants that he has no actions now pending against Releasees in any court of the United States or
any state thereof based upon any acts or events arising out of or related to his employment with EQT or the termination of such employment,
including any actions covered by Section 7 above. Employee represents and warrants that he has made no assignment or transfer of
any right, claim, demand, cause of action or other matter covered by Section 7 above. Notwithstanding any other language in this
Agreement, the parties understand that this Agreement does not prohibit Employee from filing an administrative charge of alleged employment
discrimination under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act
or the Equal Pay Act. Employee, however, waives his right to monetary or other recovery should any federal, state or local administrative
agency pursue any claims on his behalf arising out of or relating to his employment with any of the Releasees. This means that by signing
this Agreement, Employee will have waived any right he had to obtain a recovery if an administrative agency pursues a claim on his behalf
against any of the Releasees based on any actions taken by any of the Releasees up to the date of the signing of this Agreement and that
Employee will have released the Releasees of any and all claims of any nature arising up to the date of the signing of this Agreement.
However, nothing in this Agreement prevents Employee from making any reports to or receiving any awards from the Securities and Exchange
Commission or the Occupational Safety and Health Administration.
9. Non-Admission.
By entering into this Agreement, EQT in no way admits that it or any of the Releasees has treated Employee unlawfully or wrongfully in
any way. Neither this Agreement, nor the implementation thereof, shall be construed to be, or shall be admissible in any proceedings
as, evidence of any admission by EQT or any of the Releasees of any violation of or failure to comply with any federal, state, or local
law, ordinance, agreement, rule, regulation or order.
10. Agreement
Consideration Period. Employee acknowledges that he has been given the opportunity to consider this Agreement for twenty-one
(21) calendar days, which is a reasonable period of time, and that he has been advised to consult with an attorney in relation thereto
prior to executing or re-executing it. Employee further acknowledges that he has had a full and fair opportunity to consult with an attorney,
that he has carefully read and fully understands all of the provisions of this Agreement, that he has discussed this Agreement with such
attorneys if he has chosen to, and that he is voluntarily executing, or re-executing, and entering into, this Agreement, intending to
be legally bound hereby. If Employee signs this Agreement in less than twenty-one (21) calendar days following the date it was first
presented, the Transition Date or the Separation Date, as applicable, Employee acknowledges that he has thereby waived his right to the
full twenty-one (21) calendar day consideration period.
11. Revocation
Period. For a period of seven (7) calendar days following Employee’s execution of this Agreement, Employee may revoke
this Agreement by delivery of a written notice revoking same within that seven (7)-day period to the office of the General Counsel, EQT
Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA, 15222. This Agreement shall not be effective or enforceable until that
seven (7)-day revocation period has expired (i.e., on the eighth (8th) calendar day after Employee signs and delivers to EQT this
Agreement) (the “Effective Date”). Notwithstanding the foregoing, EQT’s obligation to make any of the payments,
or provide any of the benefits, described in Section 4 of this Agreement is strictly contingent upon Employee’s re-execution
and non-revocation of this Agreement on the day following the Separation Date or within twenty-one (21) days thereafter. The date of
Employee’s re-execution of this Agreement is referred to herein as the “Re-Execution Date.” By re-executing
this Agreement, Employee advances to the Re-Execution Date Employee’s general waiver and release of claims against the Releasees
and other covenants, including the re-affirmation of the covenants contained in the Non-Compete Agreement. Employee has seven (7) calendar
days from the Re-Execution Date to revoke Employee’s re-execution of this Agreement in accordance with this Section 11. In
the event of such revocation by Employee, the date of the releases and covenants set forth in this Agreement shall not be advanced to
the Separation Date, but shall remain effective up to and including the date upon which Employee originally signs this Agreement. Provided
that Employee does not revoke Employee’s re-execution of this Agreement within such seven (7)-day period, the “Second
Release Effective Date” shall occur on the eighth (8th) calendar day after the Re-Execution Date. Regardless of
whether Employee signs or re-executes this Agreement, to the extent Employee participated in EQT’s group health plans, coverage
will cease on the day following the Separation Date. At that time, if Employee participated in EQT’s group health plans, Employee
will be eligible to continue Employee’s group health plan benefits for Employee and Employee’s eligible dependents, subject
to the terms and conditions of EQT’s benefit plans, federal law, including COBRA, and, as applicable, state insurance laws.
12. Remedies.
If Employee does not comply with the terms of this Agreement or revokes his execution or re-execution of this Agreement, EQT, in addition
to any other remedies it may have (whether under applicable law, the Non-Compete Agreement or otherwise), shall be entitled to (a) cease
payment of the payments contemplated by Section 4 of this Agreement to the extent not previously paid or provided and (b) the
prompt return by Employee of any portion of such payments previously paid or provided. Without limiting the generality of the foregoing,
in the event of Employee’s actual or threatened breach of any Agreement Condition set forth in this Agreement or the Non-Compete
Agreement, EQT shall be entitled to injunctive relief (including temporary restraining orders,
preliminary injunctions and permanent injunctions), without posting a bond, in any court of competent jurisdiction. Employee understands
that by entering into this Agreement, he will be limiting the availability of certain remedies that he may have against the Releasees
and limiting also his ability to pursue certain claims against the Releasees.
13. Severability.
The provisions of this Agreement are severable. To the extent that any provision of this Agreement (or portion thereof) is deemed unenforceable
in any court of law, the parties intend that such provision (or portion thereof) be construed by such court in a manner to make it enforceable,
and the remaining provisions of this Agreement shall remain in full force and effect.
14. Successors.
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of EQT.
15. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without
regard to conflict of law principles.
16. Entire
Agreement. Except: (a) as provided in the second sentence of this Section 16; (b) for the Indemnification Agreement
between EQT and Employee dated January 3, 2020; (c) the Non-Compete Agreement; and (d) as otherwise expressly set forth
in this Agreement, this Agreement (including the Exhibits attached hereto) contains the entire agreement between the parties and it supersedes
all prior agreements and understandings between EQT and Employee (whether oral or written). For the avoidance of doubt, Employee’s
covenants, obligations and acknowledgments, and EQT’s rights and remedies, set forth in the Non-Compete Agreement shall remain
in full force and effect at all times prior to and following the Separation Date in accordance with the terms of the Non-Compete Agreement.
17. Amendments.
This Agreement may not be changed, amended, or modified except by a written instrument signed by both parties.
18. Interpretation.
As used in this Agreement, the term “including” does not limit the preceding words or terms.
19. Internal
Revenue Code Section 409A.
| a. | It is EQT’s intent that the payments
and benefits under this Agreement be exempt from the application of, or otherwise comply
with, the requirements of Section 409A of the Code and any proposed, temporary or final
regulations, or any other guidance, promulgated with respect to such Section 409A by
the U.S. Department of Treasury or the Internal Revenue Service (“Section 409A”).
Any taxable benefits or payments provided under this Agreement are intended to be separate
payments that qualify for the “short-term deferral” exception to Section 409A
to the maximum extent possible and, to the extent they do not so qualify, are intended to
qualify for the separation pay exceptions to Section 409A to the maximum extent possible.
To the extent that none of these exceptions applies, and to the extent that EQT determines
it is necessary to comply with Section 409A (e.g., if Employee is a “specified
employee” within the meaning of Section 409A), then notwithstanding any provision
in this Agreement or the Non-Compete Agreement to the contrary, any payments or benefits
considered to be “nonqualified deferred compensation” for purposes of Section 409A
payable upon a “separation from service” (in accordance with Section 409A)
that would otherwise be paid or provided to Employee during the first six (6) months
following the Separation Date shall instead be accumulated through and paid or provided (without
interest) on the first business day that is more than six (6) months after Employee’s
separation from service. |
| b. | A termination of employment shall not be
deemed to have occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits subject to Section 409A upon or following a termination
of employment unless such termination is also a “separation from service” within
the meaning of Section 409A and Employee is no longer providing services (at a level
that would preclude the occurrence of a “separation from service” within the
meaning of Section 409A) to EQT as an employee or consultant, and for purposes of any
such provision of the Agreement, references to the “Separation Date,” a “termination,”
“termination of employment” or like terms shall mean “separation from service”
within the meaning of Section 409A. |
| c. | Whenever a payment under this Agreement
specifies a payment period with reference to a number of days, the actual date of payment
within the specified period shall be within the sole discretion of EQT. In the event the
payment period under this Agreement for any nonqualified deferred compensation commences
in one calendar year and ends in a second calendar year, the payments shall not be paid (or
installments commenced) until the later of (i) the first payroll date of the second
calendar year, and (ii) the Second Release Effective Date, to the extent necessary to
comply with Section 409A. |
| d. | The tax treatment of the payments provided
under this Agreement is not guaranteed. Neither EQT nor any of its directors, officers, employees
or advisers shall be held liable for any taxes, interest, penalties or other expenses or
monetary amounts owed by Employee (or any other individual claiming a benefit through Employee)
as a result of this Agreement. |
20. Third-Party
Beneficiaries. Each affiliate of EQT that is not a signatory hereto shall be a third-party beneficiary of Employee’s covenants,
warranties, representations and release of claims set forth in this Agreement and entitled to enforce such provisions as if it was a
party hereto.
21. EMPLOYEE
ACKNOWLEDGEMENT. EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT,
AND THAT HE IS VOLUNTARILY EXECUTING, OR RE-EXECUTING, AND ENTERING INTO THIS AGREEMENT, WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND
INTENDING TO BE LEGALLY BOUND BY IT.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed
this Agreement on the dates set forth below.
| EQT CORPORATION |
|
| |
|
| By: |
/s/ Lesley Evancho |
|
| Name: |
Lesley Evancho |
|
| Title: |
Chief Human Resources Officer |
|
| Date: |
February 11, 2023 |
|
| |
|
| EMPLOYEE |
|
| |
|
| /s/
David Khani |
|
| David Khani |
|
| |
|
| Date: |
February 11, 2023 |
|
| |
|
| RE-EXECUTED |
|
| |
|
| NOT TO BE SIGNED PRIOR TO THE
SEPARATION DATE |
|
| |
|
| EMPLOYEE |
|
| |
|
| |
|
| David Khani |
|
| |
|
| Date: |
|
|
|
[Signature Page to Transition
Agreement and General Release]
EXHIBIT A
EMPLOYEE’S TIME-VESTING EQUITY AWARDS
| Grant
Date |
Form of
Award |
Unvested
Portion
Outstanding(1) |
| February 25,
2020 |
RSU |
30,583(2) |
| February 10,
2021 |
RSU |
26,227(2) |
| February 4,
2022 |
RSU |
30,387(2) |
| February 13,
2023(3) |
RSU |
29,740(4) |
| (1) | In each case, represents the remaining unvested
portion of the relevant restricted stock unit (“RSU”) award as of the
date of this Agreement. Amounts do not include accrued dividends, which will continue to
accrue through the Separation Date and be paid to Employee in accordance with the terms of
the EQT Corporation 2019 Long-Term Incentive Plan (the “2019 Equity Plan”)
or the 2020 Equity Plan, as applicable, and any related award agreements. |
| (2) | RSUs that were granted
prior to 2023 and that remain outstanding and unvested as of the Separation Date shall be
100% vested as of the Separation Date and, subject to Employee’s compliance with the
Agreement Conditions, the shares in respect of such RSUs will be issued within sixty (60)
days of the Separation Date. |
| (3) | Grant of RSUs was conditionally approved
by the Management Development and Compensation Committee of the Board (the “Compensation
Committee”) on February 8, 2023, to be granted effective as of February 13,
2023, subject to Mr. Khani’s execution of this Agreement prior to February 13,
2023. |
| (4) | Notwithstanding anything
to the contrary in the Non-Compete Agreement, the 2020 Equity Plan or any related award agreement,
RSUs that were granted in 2023 and that remain outstanding and unvested as of the Separation
Date shall vest as to a pro-rata portion of such RSUs, which pro-rata portion shall be calculated by
multiplying the number of RSUs by a fraction, the numerator of which
shall equal the number of consecutive days from the Grant Date of
the applicable RSU to the Separation Date (or, if the Separation Date occurs prior to
July 31, 2023, the number of days from the Grant Date of the applicable RSU to July 31,
2023), and the denominator of which shall equal the number of days in the applicable
vesting period (rounded to the nearest whole number). Subject to Employee’s
compliance with the Agreement Conditions, the shares in respect of such vested RSUs will
be issued within sixty (60) days of the Separation Date. |
EXHIBIT B
EMPLOYEE’S PERFORMANCE-VESTING EQUITY
AWARDS
| Grant
Date |
Form of
Award |
Unvested
Portion
Outstanding(1) (at
100% of Target) |
| February 25,
2020 |
PSU |
137,620(2) |
| February 10,
2021 |
PSU |
118,020(2) |
| February 4,
2022 |
PSU |
68,370(2) |
| February 13,
2023(3) |
PSU |
44,610(4) |
| (1) | In each case, represents
the remaining unvested portion of the relevant performance share unit (“PSU”)
award as of the date of this Agreement, assuming target levels of performance. Amounts do
not include accrued dividends, which will continue to accrue through the Separation Date
and be paid to Employee in accordance with the terms of the 2019 Equity Plan or the 2020
Equity Plan, as applicable, and any related award agreements. |
| (2) | PSUs that were granted
prior to 2023 and that remain outstanding and unvested as of the Separation Date shall remain
eligible to vest based upon the performance criteria set forth therein to the same extent
as if Employee’s employment had not terminated on the Separation Date. Subject to Employee’s
compliance with the Agreement Conditions, the shares in respect of such vested PSUs will
be issued at the same time that PSUs held by all other active participants in the applicable
program are settled. |
| (3) | Grant of PSUs was conditionally approved
by the Compensation Committee on February 8, 2023, to be granted effective as of February 13,
2023, subject to Mr. Khani’s execution of this Agreement prior to February 13,
2023. |
| (4) | Notwithstanding anything
to the contrary in the Non-Compete Agreement, the 2020 Equity Plan or any related award agreement,
PSUs that were granted in 2023 and that remain outstanding and unvested as of the Separation
Date shall remain eligible to vest as to a pro-rata portion of such PSUs based upon the performance
criteria set forth therein to the same extent as if Employee’s employment had not terminated
on the Separation Date. Such pro-rata portion shall be calculated by multiplying the number
of PSUs by a fraction, the numerator of which shall equal the number
of consecutive days from the Grant Date of the applicable PSU to the Separation
Date (or, if the Separation Date occurs prior to July 31, 2023, the number of days from
the Grant Date of the applicable PSU to July 31, 2023), and the denominator of
which shall equal the number of days in the applicable vesting period (rounded to the nearest whole
number). Subject to Employee’s compliance with the Agreement Conditions, the shares
in respect of such vested PSUs will be issued at the same time that PSUs held by all other
active participants in the applicable program are settled. |
