Agreement and plan of merger by and among EQT CORPORATION, HUMPTY MERGER SUB INC., HUMPTY MERGER SUB LLC and EQUITRANS MIDSTREAM CORPORATION Dated as of March 10, 2024Agreement and Plan of Merger • March 11th, 2024 • Equitrans Midstream Corp • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 10, 2024, is by and among EQT Corporation, a Pennsylvania corporation (“Parent”), Humpty Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), Humpty Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“LLC Sub” and, together with Merger Sub, “Merger Subs”), and Equitrans Midstream Corporation, a Pennsylvania corporation (the “Company”). Parent, Merger Sub, LLC Sub and the Company are sometimes referred to individually as a “Party” and, collectively, as the “Parties.”
Date] [Employee Name] [Address]Equitrans Midstream Corp • March 11th, 2024 • Natural gas transmission
Equitrans Midstream Corporation (“ETRN” or the “Company”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“Parent”), pursuant to which Parent will, subject to the terms and conditions of the Merger Agreement, acquire all or substantially all of the Company’s outstanding equity securities (the “Transaction”). In recognition of your contributions to the Company and our business to date, and to reward your future efforts through a successful closing of the Transaction (the “Closing”), we are pleased to provide you the award described below pursuant to the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (the “2018 Plan”) (or to the extent it becomes effective and supersedes the 2018 Plan, the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan) and the terms and conditions set forth in this Key Talent Bonus Letter (this “Agreement”); provided, that if the Merger Agreement is terminated, such that the Closing does not o
