0000033213-15-000004 Sample Contracts

SECOND AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT
Solicitation and Non-Competition Agreement • February 12th, 2015 • EQT Corp • Crude petroleum & natural gas • Pennsylvania

THIS SECOND AMENDMENT TO CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT ("Non-Compete Amendment") is made effective as of January 1, 2015 (the "Effective Date"), by and between EQT Corporation (together with its subsidiary companies, the "Company") and Steven T Schlotterbeck ("Employee") and amends the Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of September 8, 2008, by and between the Company and Employee which was amended by the Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement dated January 1, 2014.

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Grant Date], 2015 Dear [Name]:
Participant Award Agreement • February 12th, 2015 • EQT Corp • Crude petroleum & natural gas

Pursuant to the terms and conditions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the 2015 Executive Performance Incentive Program (the “Program”), effective January 1, 2015, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of EQT Corporation (the “Company”) grants you «NumberUnits» Target 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. The Committee retains the discretion to distribute the Award in cash, Company stock or any combination thereof.

PARTICIPANT AWARD AGREEMENT
Participant Award Agreement • February 12th, 2015 • EQT Corp • Crude petroleum & natural gas

On [Date], you were awarded [__] fully-vested stock units under the EQT Corporation 2014 Long-Term Incentive Plan (the “LTIP”), which have been credited to a subaccount of your Phantom Stock Account (the “2015 Phantom Award Subaccount -- Stock”) under Article IV of the 2005 Directors’ Deferred Compensation Plan (the "Deferred Compensation Plan"). Capitalized terms used herein and not otherwise defined have the meanings given such term in the LTIP and/or the Deferred Compensation Plan (the “Plans”), as appropriate.

Date] Dear [Name]:
EQT Corp • February 12th, 2015 • Crude petroleum & natural gas

Pursuant to the terms and conditions of the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), the Management Development and Compensation Committee (“Committee”) of the Board of Directors (“Board”) of EQT Corporation (the “Company”) has granted you Non-Qualified Stock Options (the “Options”) to purchase shares of the Company’s common stock as outlined below.

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