展覽10.06(e)
由於這些展品不重要且是EQt公司視爲機密的類型，因此已經刪除了與本協議相關的具體展品。已在適當位置用三個星號[***]標記了被刪除的展品。
分手協議和一般性解除。
本分離協議和一般解除（以下簡稱“協議協議由THOMAS KARAM（「甲方」）與EQt CORPORATION（包括其前身、子公司和關聯公司，統稱「乙方」）簽訂並訂立。員工”）和EQt CORPORATION（包括其前身、子公司和關聯公司，在本協議中合稱“EQT「」或「」公司”).
鑑於，於2024年7月22日，EQt公司、哈姆蒂合併子公司股份有限公司（EQt的間接全資子公司）和哈姆蒂合併子公司有限責任公司（EQt公司的間接全資子公司）完成了《併購協議和計劃》中規定的交易。併購協議與Equitrans Midstream公司（"ETRN”);
鑑於根據合併協議中定義的合併交易（即合併交易），員工的僱傭於2024年7月22日立即在第一次合併之後終止，並在第二次合併之前終止（上述術語在併購協議中定義）。
鑑於員工與ETRN達成了一項或多項書面協議，規定員工在發生某些符合條件的僱傭終止情況下可獲得補償福利，以及員工已被告知或簽署的某些限制性契約（這些協議，簡稱“離職協議淨有形資產完成條件
鑑於EQt希望提供員工回報，作爲對員工放棄EQt及其他受讓人（下面定義）的所有權利的一部分，包括任何因員工的僱傭和僱傭終止而產生的權利，按照離職協議的條款。
現在，因此鑑於各自陳述、確認、契約和各方明文規定於本協議中，各方有意受法律約束，同意如下：
1.員工明白，在2024年7月22日第一次合併之後並在第二次合併之前立即生效（「貸款」）之時，他/她與公司的僱傭關係被除了由於原因外其他事由終止。員工同意所有他持有的或通過ETRN或EQt及其母公司、子公司、前身和繼任者擔任的其他董事、總裁和僱傭職位從終止日期時生效，並同意立即簽署公司要求的其他文件以實現上述所述。員工聲明他/她已經正確支付了所有工作時間的報酬，並在簽署本協議之日之前收到了所有薪水、工資、獎金、未使用的假期或帶薪休假的付款、費用報銷以及應支付的任何其他金額，除了適用的開空獎勵計劃下的付款，該付款應不遲於2024年8月16日按照合併協議規定執行，以及根據合併協議、公司股權計劃（定義見合併協議）和適用的獎勵協議規定執行的獎勵。解除日期員工明白，在2024年7月22日第一次合併之後並在第二次合併之前立即生效（「貸款」）之時，他/她與公司的僱傭關係被除了由於原因外其他事由終止。員工同意所有他持有的或通過ETRN或EQt及其母公司、子公司、前身和繼任者擔任的其他董事、總裁和僱傭職位從終止日期時生效，並同意立即簽署公司要求的其他文件以實現上述所述。員工聲明他/她已經正確支付了所有工作時間的報酬，並在簽署本協議之日之前收到了所有薪水、工資、獎金、未使用的假期或帶薪休假的付款、費用報銷以及應支付的任何其他金額，除了適用的開空獎勵計劃下的付款，該付款應不遲於2024年8月16日按照合併協議規定執行，以及根據合併協議、公司股權計劃（定義見合併協議）和適用的獎勵協議規定執行的獎勵。
2.作爲員工同意本協議條款並在下文第3段釋放所有索賠的交換，EQt和員工同意如下：
(a)在ADEA生效日期（如下所定義）發生且員工遵守本協議的條款和條件的情況下，EQt應向員工提供以下補償和福利，以完全滿足公司根據解僱協議的義務：
(i)一次性現金支付$2,876,705（減去適用的代扣義務，如所得稅和FICA稅），該金額代表以下金額之和：
(A)員工解僱日期生效時的年薪基數的30個月年化工資；再加上
(B)額外的一次性款項爲$1,250,000，相當於員工在公司適用的短期激勵計劃生效日的年度目標獎金機會的兩倍；加
(C)在終止日期生效的家庭繼續保險覆蓋範圍內，按照《綜合預算協調法》規定的費率的三十（30）倍支付。
(b)在僱員執行本協議並滿足要求的前提下，根據第2(a)(i)款所規定的現金支付應在ADEA生效日期後的十五(15)天內支付，其定義如下。
(c)員工承認並同意，如果不是因爲他/她簽署並不撤銷本協議，他/她將無權獲得第2(a)(i)款中確定的對價，在任何情況下，員工均無權獲得超出第2(a)(i)款中指定的離職補償或福利。員工承認並同意，在本協議中明確規定的情況下，除在本協議下另有規定外，員工無權獲得任何額外的補償、獎金、股權補償、代替帶薪休假的支付、離職補償或其他任何種類的來自EQt或ETRN的支付或福利，無論是合同規定還是其他方式，涉及員工在EQt任職期間的僱傭關係，包括但不限於依據離職協議的任何種類支付。儘管前述或本協議中的任何相反規定，本第2(c)段不得影響員工目前持有的股權補償獎勵、關鍵人才獎和/或交易保留獎（如適用）。 任何根據ETRN或EQt的適用計劃、協議或安排所獲得的已取得或應計的利益，在ETRN或EQt及其母公司、子公司、合資企業、附屬公司、前身和後繼者（統稱「EQt公司」）的組成文件下現有的賠償、法律費用預支或董事和高管責任保險覆蓋權利，以及員工在《1985年全面預算協調法案》項下選擇繼續醫療保險覆蓋的權利，或根據情況轉換某些保險覆蓋爲個人計劃的權利，以及員工根據EQt公司的費用報銷政策所應享有的合理業務費用報銷；EQt公司”), 無論任何時候有效的EQt公司的組成文件下現有的賠償、法律費用預支或董事和高管責任保險覆蓋權利，以及員工根據《1985年全面預算協調法案》選擇繼續醫療保險覆蓋的權利，或根據情況轉換某些保險覆蓋爲個人計劃的權利，並且員工根據EQt公司的費用報銷政策所應享有的合理業務費用報銷； 要求員工最遲在終止日期後30天內提交這些費用以進行報銷，此類情況將保持不變 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；，員工應在終止日期後30天內提交這些費用以進行報銷，這些情況將保持不變
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受到管理這些獎勵或權利的條款和條件以及併購協議的任何適用條款約束。
(d)EQt不會對僱員提出的失業救濟金申請進行爭辯。然而，僱員理解失業救濟金的資格由適用州決定，而不是由EQt決定。
(e)各方承認並同意，本文描述的付款和其他契約構成：（i）員工同意保守本協議條款的機密性；（ii）員工放棄對被釋放人（如下定義）的所有索賠和訴因；以及（iii）本協議中提到的所有其他契約和承諾。
(f)To the extent the Worker Adjustment and Retraining Notification Act (“WARN Act”), or other applicable law, may have otherwise required the Company to provide notice to Employee related to a plant closure or layoff, the parties hereby agree that the payments made to Employee described in Paragraph 2(a) above shall offset, and be in lieu of, any required notice and/or any corresponding payments to Employee.
3.In consideration for the promises of the Company set forth in this Agreement, Employee and his/her agents, attorneys, heirs, executors, administrators, personal representatives, and assigns hereby voluntarily, irrevocably and unconditionally release and forever discharge EQT, each of its subsidiaries, predecessors and successors in interest, and other affiliates (for the avoidance of doubt, including ETRN and its subsidiaries, predecessors, successors in interest, and other affiliates), and each of the foregoing entities’ respective past, present and future officers, directors, managers, members, agents, representatives, employees and shareholders, as well as the heirs, successors or assigns of any of such persons or entities (severally and collectively called “Releasees”), jointly and individually, from any and all claims, demands, issues, or causes of action, including any and all claims, demands, issues, or causes of action arising out of, or in any way related to Employee’s employment with Releasees and/or his/her separation from employment with Releasees, whether asserted by him/her or on his/her behalf by any person or entity and whether known or unknown, and arising on or before the date Employee signs this Agreement. This release includes, but is not limited to, claims for back pay, front pay, emotional distress, compensatory damages, liquidated damages, punitive damages, fringe benefits, reinstatement, attorneys’ fees, interest, costs and/or remedies or relief of any sort whatsoever under any possible legal, equitable, tort, contract or statutory theory, including, but not limited to, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967, the Immigration Reform Control Act, the Americans with Disabilities Act of 1990, the Older Workers Benefit Protection Act, the Family Medical Leave Act, the WARN Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief, and Economic Security Act, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Medical Marijuana Act, the Pennsylvania Whistleblower Law, the Commonwealth of Pennsylvania and United States Constitutions, and any other federal, state and local statutes, ordinances, executive orders or regulations, under theories of unjust dismissal or wrongful discharge, breach of contract or fiduciary duty, or based on any intentional or negligent tort which Employee has, had or may have, whether known or unknown and of whatever kind or nature against Releasees, which arose on or before the date Employee signs this Agreement. Employee also hereby releases all Releasees from any and all claims for: (i) the fees, costs, expenses and
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interest of any and all attorneys who now represent or who have at any time represented Employee in connection with this Agreement and/or in connection with any of the matters released in this Agreement; and (ii) wages, payments, benefits, attorneys’ fees, interest, costs and/or remedies or relief of any kind whatsoever arising under the WARN Act and/or any other laws requiring notice of plant closure or layoff. For the avoidance of doubt, for purposes of this Agreement, any references to statutes include any applicable amendments thereto.
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, and EQT expressly acknowledges, 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 or accrued benefits under any EQT Companies’ plans, agreements, or arrangements; claims for breach of this Agreement; or any right to enforce this Agreement and any claims based on acts or events occurring after Employee signs this Agreement. The release also shall not affect: (i) Employee’s equity compensation awards, Key Talent Award, and/or Transaction Retention Award, (ii) any right to indemnification, advancement of legal fees or directors and officers liability insurance coverage existing under the constituent documents of the EQT Companies (as in effect from time to time), (iii) Employee’s right to elect certain continued medical coverage under COBRA or the right to convert certain insurance coverage to a personal plan, as applicable, and (iv) reimbursements for legitimate business expenses owed to Employee by the EQT Companies pursuant to the expense reimbursement of the EQT Companies; provided, that Employee submits such expenses for reimbursement no later than thirty (30) days following the Date of Termination. Nothing in this Agreement prevents a challenge to the validity of the Agreement or prohibits the filing of a charge or complaint with, or testimony, assistance or participation in or cooperation with, any investigation, proceeding or hearing conducted by any federal, state or local governmental agency, including but not limited to the Equal Employment Opportunity Commission. However, Employee explicitly waives any right to receive monetary damages in any agency action against any Releasees.
4.Employee warrants that he/she has no actions or claims now pending against any of the 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/her employment with Releasees or his/her separation from employment with Releasees. 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 or unlawful practices with the Equal Employment Opportunity Commission, the National Labor Relations Board or other governmental agency or commission. Employee, however, waives his/her right to monetary or other recovery should any federal, state or local administrative agency pursue any claims on his/her behalf arising out of or relating to his/her employment with and/or separation from employment with any of the Releasees. This means that by signing this Agreement, Employee will have waived any right he/she had to obtain a recovery if an administrative agency pursues a claim 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 (i) making any reports to or seeking or receiving any awards based upon Employee’s reporting of violations of laws or regulations containing whistleblower provisions or (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act.
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5.By entering into this Agreement, EQT in no way thereby 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.
6.Employee, upon reasonable notice and at reasonable times, agrees to cooperate with the Company in the prosecution of or defense of litigation and in investigations of any claims or actions now in existence or that may be threatened or brought in the future relating to events or occurrences that transpired while Employee was employed by the Company or any of the Releasees (for the avoidance of doubt, including while Employee was employed by ETRN). Employee shall not testify for, cooperate with, encourage, or counsel non-governmental attorneys or their clients in the investigation, pursuit or defense of any disputes, claims, lawsuits, arbitrations, charges or complaints by any non-governmental third party against any of the Releasees, unless compelled to do so by order or subpoena issued by a court or governmental agency holding jurisdiction over Employee, and in such case only after first notifying the Company in writing within three days after receipt of such subpoena or court order. Employee further agrees to cooperate with Company in opposing the issuance and enforcement of such subpoena or court order. Employee further agrees to notify the Company in writing and within three days after receipt in the event of any requests for information, documents or testimony that Employee receives in connection with any of the foregoing. Employee acknowledges his/her continuing obligations under EQT’s policies to preserve EQT’s, and all Releasees, confidential information and that he/she has returned all EQT property in his/her possession, including EQT confidential information (which includes, for the avoidance of doubt, any confidential information of ETRN). Further, the parties agree that, with respect to breaches of Paragraph 6, monetary compensation is not sufficient and EQT shall be entitled to (without posting any bond or deposit) specific performance and/or other injunctive relief from any court of competent jurisdiction in order to enforce or prevent any violations of such obligations. The EQT Companies will promptly advance or reimburse any reasonable costs and expenses incurred by Employee as a result of Employee’s obligations under this Paragraph, and to the extent that Employee’s cooperation under this Paragraph exceeds four (4) hours in any month, the EQT Companies shall promptly compensate Employee at the rate of $250 per hour for each hour, or portion thereof, in excess of four (4) hours in a month. Nothing in this Paragraph is intended to alter or shall alter the Company’s obligations to provide insurance coverage and indemnification with respect to the Employee pursuant to Section 5.11 of the Merger Agreement.
7.Employee agrees that, except as required by law and as permitted by this Paragraph and Paragraph 4, the terms and conditions of this Agreement will be kept strictly confidential and will not be discussed, disclosed, or revealed, directly or indirectly, to any person, corporation, or other entity, other than to Employee’s spouse, attorney, accountant for use on tax matters or to government taxing agencies or taxing officials. Nothing in this Agreement prohibits Employee from: (i) 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 (ii) disclosing confidential information and/or trade secrets when this disclosure is solely for the purpose of: (a) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; (b) working with legal counsel in order to determine whether possible violations of federal, state, or local law or regulation exist; or (c) 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 comply with the restrictions in the Defend Trade Secrets Act of 2016 (“DTSA”). The DTSA provides that no individual will be held criminally or
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civilly liable under Federal or State trade secret law for the disclosure of a trade secret that: is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, is made in a complaint or other document if such filing is under seal so that it is not made public. Also, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
8.Employee also agrees (unless otherwise required by law or legal process or as permitted by Paragraphs 4 and 7 of this Agreement) not to make any defamatory, maliciously untrue, or disparaging remarks, comments or statements, verbally or in writing, regarding any Releasee, their respective businesses, products or services or their respective directors, officers or persons known by Employee to be employees of the Releasees in their capacity as employees. EQT agrees to instruct its named executive officers (as disclosed in EQT’s most recent annual proxy statement and who are currently employed by EQT) and current members of its Board of Directors not to make any defamatory, maliciously untrue, or disparaging remarks, comments, or statements about Employee. Nothing in this Agreement shall prohibit Employee from engaging in concerted activity protected under the National Labor Relations Act (to the extent applicable), including relative to the terms and conditions of Employee’s employment, Employee’s ability to file unfair labor practice charges or assist others in doing so, and cooperating in any investigative process with the National Labor Relations Board. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful.
9.In the event that the Centers for Medicare & Medicaid Services (CMS) (this term includes any related agency representing Medicare’s interests) determines that Medicare has an interest in the payment to Employee under this Agreement, Employee agrees to (i) indemnify, defend and hold the Company harmless from any action by CMS relating to medical expenses of Employee, including full satisfaction by Employee of any lien(s) asserted by CMS; (ii) reasonably cooperate with the Company upon request with respect to any information needed to satisfy the reporting requirements under Section 111 of the Medicare, Medicaid, and SCHIP Extension Act of 2007, if applicable, including completion of the Medicare Information Authorization Form (Attachment A to this Agreement); and (iii) waive any and all future actions against the Company for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A).
10.Employee acknowledges that this Agreement includes a release and waiver of any and all claims of age discrimination Employee may have under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act (collectively, “ADEA”) arising prior to the date of this Agreement. Employee acknowledges that he/she has been given forty-five (45) calendar days from the day Employee received this Agreement to review and consider this Agreement before executing it, and that he/she is hereby advised in writing to consult with an attorney before executing it. Employee further acknowledges that he/she has had a full and fair opportunity to consult with an attorney, that he/she has carefully read and fully understands all of the provisions of this Agreement, that he/she has discussed this Agreement with such attorneys if he/she has chosen to, and that he/she is voluntarily executing and entering into this Agreement, intending to be legally bound hereby. Employee has carefully read and fully understands the attached Exhibit A, which reflects the job titles and ages of employees in the decisional unit selected and not selected for termination of employment at this time, in accordance with the Older Workers
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Benefit Protection Act. If Employee signs this Agreement in less than forty-five (45) calendar days, Employee acknowledges that he/she has thereby knowingly and voluntarily waived his/her right to the full forty-five (45) calendar day period. Employee acknowledges and agrees that any changes made since Employee’s receipt of this Agreement are not material and/or were made at Employee’s request and shall not restart the forty-five (45) day review period.
11.Employee and the Company agree that, for a period of seven (7) calendar days following the execution of this Agreement, Employee may revoke those provisions of this Agreement releasing and waiving Employee’s rights and claims under the ADEA, and those provisions shall not become effective or enforceable until the revocation period has expired without Employee exercising the right to revoke. If Employee wishes to revoke, he/she must do so by delivery of a written notice to the office of the General Counsel, EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, PA, 15222, by no later than 5:00 p.m. on the seventh calendar day following Employee’s execution of this agreement. All other terms and conditions of this Agreement shall be binding and enforceable immediately upon Employee’s execution of this Agreement, and shall remain effective regardless of whether Employee revokes Employee’s waiver and release of ADEA rights and claims.
12.This Agreement shall, upon execution by Employee, immediately become effective and enforceable, except for the waiver of ADEA claims which shall not become effective or enforceable until the expiration without exercise of the seven (7) day revocation period described in Paragraph 11 above (“ADEA Effective Date”).
13.If Employee has materially or willfully breached this Agreement or revokes his/her execution of this Agreement, EQT, in addition to any other remedies it may have (whether under applicable law or otherwise), shall be entitled to (i) suspend payment of the payments contemplated by Paragraph 2 of this Agreement to the extent not previously paid or provided and (ii) the prompt return by Employee of any portion of such payments previously paid or provided pending a court or arbitrator determination of whether such breach has occurred. Without limiting the generality of the foregoing, in the event of either party’s actual or threatened breach of any condition set forth in this Agreement, the other party shall be entitled to seek 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/she will be limiting the availability of certain remedies that he/she may have against the Releasees and limiting also his/her ability to pursue certain claims against the Releasees.
14.This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended and the Treasury regulations thereunder (“Section 409A”) or an exemption thereunder and shall be construed and administered to the fullest extent allowed to avoid any additional tax under Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Notwithstanding anything herein to the contrary, (i) if on the Date of Termination, Employee is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A (e.g., because they do not satisfy the short-term deferral exception and/or the
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separation pay exception), then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Employee) until the first business day to occur following the date that is six (6) months following the Date of Termination (or the earliest date as is permitted under Section 409A), which initial payment will include the payments and benefits that would have been paid to Employee during such six (6) month period but for the delay required by Section 409A; and (ii) if any other payments of money or other benefits due to Employee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax. The Company shall consult with Employee in good faith regarding the implementation of the preceding sentence. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two (2) years, the payment will occur in the later year. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.
15.This Agreement may not be changed, amended, or modified except by a written instrument signed by both parties.
16.This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.
17.This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and fully supersedes any and all prior agreements or understandings between the parties relating to the same. Employee acknowledges and agrees that Employee shall continue to remain bound by, and hereby reaffirms, any and all obligations and restrictive covenants, including all cooperation, confidentiality, intellectual property, noncompetition, nonsolicitation, and nondisparagement obligations that Employee owes to the Company or the other Releasees including, for the avoidance of doubt, obligations Employee owes as provided in this Agreement. Employee specifically acknowledges and agrees that notwithstanding any discussions or negotiations Employee may have had with any of the Releasees prior to the execution of this Agreement, Employee is not relying on any promises or assurances other than those explicitly contained in this Agreement.
18.Each of the Releasees shall be a third party beneficiary of this Agreement and entitled to enforce it in accordance with its terms. PDF or other electronic copies of this Agreement shall have the same force and effect as the original. This Agreement may be executed in counterparts and each shall be considered to be an original and all of which taken together will constitute one and the same agreement.
8
19.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. The Company and Employee expressly consent to the jurisdiction of Pennsylvania’s state and/or federal courts and agree such courts are the proper venue for any dispute over this Agreement. EACH PARTY AGREES THAT THEY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OR CAUSES OF ACTION ARISING UNDER THIS AGREEMENT AND ALL SUCH CLAIMS OR CAUSES OF ACTION SHALL BE DETERMINED BY A JUDGE SITTING WITHOUT A JURY.
20.The provisions of this Agreement are severable. To the extent that any provision of this Agreement is deemed unenforceable in any court of law, the parties intend that such provision 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.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
9
EMPLOYEE’S ASSURANCES TO THE COMPANY
This Agreement is a legal document with legal consequences. The Company wants to be certain that Employee fully understands the legal effect of signing this Agreement. Employee, therefore, makes the following assurances to the Company:
(1) I have carefully read the complete Agreement.
(2) The Agreement is written in language that I understand.
(3) I understand all of the provisions of this Agreement.
(4) I understand that this Agreement is a waiver of any and all claims set forth in the Agreement that I may have against the Company and all the other Releasees.
(5) I understand that this Agreement, and payments made or to be made to me in connection with my termination, including payments under any short-term incentive plan and awards made pursuant to the Company Equity Plan (as defined in the Merger Agreement) in accordance with the Merger Agreement, together are in full satisfaction, and/or replace all, of the Company’s obligations under the Severance Agreement.
(6) I willingly waive any and all claims set forth in the Agreement, in exchange for the promises of the Company in this Agreement, which I acknowledge constitute valuable consideration that I am not otherwise entitled to receive. I understand that I am not releasing any claims that arise after I sign this Agreement.
(7) I enter this Agreement freely and voluntarily. I am under no coercion or duress whatsoever in considering or agreeing to the provisions of this Agreement.
(8) I understand that this Agreement is a contract. As such, I understand that either party may enforce it.
IN WITNESS WHEREOF, the aforesaid parties, intending to be legally bound hereby, have caused this Agreement to be executed on the dates set forth below.
EQT CORPORATION:
By: /s/ Lesley Evancho Date: 08/14/2024
EMPLOYEE:
By: /s/ Thomas Karam Date: 08/14/2024
Thomas Karam
10
EXHIBIT A
OWBPA DISCLOSURE
OWBPA DISCLOSURE
[***]
A-1
ATTACHMENT A
MEDICARE INFORMATION AND AUTHORIZATION FORM
MEDICARE INFORMATION AND AUTHORIZATION FORM
The Center for Medicare & Medicaid Services (CMS) is the federal agency that oversees the Medicare program. In certain situations, Medicare may make a “conditional payment” so as not to inconvenience the beneficiary, and seek to recover the payments later. When an individual receives severance or other payments in exchange for a release of claims, Section 111 of the Medicare, Medicaid and SCHIP Extension Act (MMSEA), requires the Company to determine whether the individual is a Medicare Beneficiary and, if so, to report the severance or other payment and related information.
Please review this picture of the Medicare card to determine if you have, or have ever had, a similar Medicare card and complete Sections I and II of this Form.
Medicare card:
Section I
Are you presently, or have you ever been, enrolled in Medicare Part A or Part B? | □ Yes | □ No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Full Name: (Please print the name exactly as it appears on your SSN or Medicare card if available.) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medicare Claim #: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Date of Birth: (Month/Day/Year) | ‒ | ‒ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Social Security Number: (If Medicare Claim Number is Unavailable) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sex: | □ Female | □ Male | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Section II
I authorize [COMPANY NAME] (“COMPANY”) and/or COMPANY’s insurers/agents to run a query with CMS to determine my Medicare eligibility and enrollment status (i.e. whether I am a Medicare Beneficiary). If CMS identifies me as a Medicare Beneficiary, I further authorize COMPANY and/or COMPANY’s insurers/agents to take all necessary steps to report any required information in connection with any severance or other payments I will receive in exchange for a release of claims. I understand that the information requested is to enable COMPANY and/or COMPANY’s insurers/agents to meet any mandatory reporting obligations under Medicare law. The information provided for confirmation of my Medicare status, including my name, gender, date of birth, and Social Security Number, is complete, accurate, and current.
Name (Please Print) | ||||||||
| Signature | Date | |||||||
| If you have completed Sections I and II above, stop here and submit this form to COMPANY. If you are refusing to provide the information requested in Sections I and II, proceed to Section III. | ||||||||
Section III
| Name (Please Print) | |||||
| For the reason(s) listed below, I have not provided the information requested. I understand that if I am a Medicare Beneficiary and I do not provide the requested information, I may be violating obligations to assist Medicare in coordinating benefits to pay my claims correctly and promptly. | |||||
Reason(s) For Refusal To Provide Requested Information:
| Signature of Person/Guardian Completing Section III | Date | |||||||
EQT Medical Spending Account Plan for Eligible Retirees
Dear Thomas Karam:
Upon your termination of service with EQT and based on your age and service, you will become eligible for an employer contribution to your Medical Spending Account Plan for Eligible Retirees (“MSA”). Your eligibility has been confirmed based on your age being 55 or greater and having at least five years of service upon your termination. The amount of the contribution that EQT will provide is determined by your length of service using your Equitrans service date, as required in connection with EQT’s acquisition of Equitrans. Under the EQT MSA, you are entitled to $1,000 for each full year of service.
Based on your service date, we have determined that you have five full years of service entitling you to a contribution of $5,000 from EQT.
You will receive further communication from the EQT Benefit Solutions Center within the next two weeks, informing you of the steps necessary to establish, access and utilize your MSA.
The MSA is provided at no cost to you. You may be reimbursed from your MSA for your cost of healthcare coverage that you buy on an after-tax basis and/or for eligible health expenses that are not covered by another source.
Enrollment Tips
These Enrollment Tips provide the information you need to understand your options and enroll successfully for Medical/Rx, Dental and Vision coverages. You must enroll in these coverages to be eligible for Cobra benefits, and you will only be eligible for Cobra continuation for the coverages and tiers that you choose during this enrollment. For example, if you do not enroll in Vision coverage, you will not be eligible for Cobra Vision benefits; if you enroll for the Employee Only coverage tier, you will not be able to add dependents upon your enrollment for Cobra.
You have 31 days to finalize your enrollment, but to avoid delays in coverage, please complete your enrollment as soon as possible. Upon completion of your enrollment, your information will be provided to EQT’s Cobra administrator, and you will receive your Cobra enrollment information. If you do not submit your enrollment within 31 days, you will not be eligible to enroll in EQT’s Cobra benefits.
If you have questions about your options or enrolling, call the EQT Benefit Solutions Center at 1-888-246-2449 (8 A.M. to 6 P.M. ET, Monday-Friday).
What You Need to Do Enroll—Review these Enrollment Tips and use the EQT Total Rewards portal eqtbenefitsolutions.com to enroll.
Health Savings Account (HSA)—If you currently have a Health Savings Account, you may continue to make post-tax contributions directly if you are enrolled in a qualified HDHP.
Note: You will continue to use your current Fidelity NetBenefits login information for the HSA.
Enroll Online
We recommend following the steps in the order shown:
1.Login—Go to the Total Rewards portal (eqtbenefitsolutions.com)
•User ID—6-digit EQT employee ID number. If a former EQT employee, use previous EQT ID number
•Password—Month/day of birth and last four digits of Social Security number (mmdd1234)
2.Start Enrollment—Click Enrollments under Quick Links and follow the prompts.
3.Review Profile—If any personal information is incorrect, contact the EQT Benefit Solutions Center.
4.Add Dependents—Complete the information requested if you wish to cover dependents.
5.Tobacco User Status—The Smoker Surcharge will not apply to Cobra premiums. Please select “No” to the question “Do you or your spouse smoke?”
Equitrans Midstream—EQT 1 7/2024
6.Medical—You may waive EQT Medical coverage if you have other coverage—or you may elect coverage for you and your eligible dependents. (see the included summaries for details)
7.Health Savings Account (HSA)—If you currently have a HSA, you may make post-tax contributions while covered under a qualified HDHP. These contributions can be made directly from you to your HSA administrator. Please elect $0 contribution on this screen. EQT will not make HSA contributions on your behalf.
8.MetLife Dental and EyeMed Vision—Coverage is optional. There are two Dental options: the Basic Plan and the Enhanced Plan. (see the included summaries for details)
9.MetLife Long-Term Disability (LTD)—LTD benefits are not applicable. Please click “Next”.
10.MetLife Basic Life/AD&D—Basic Life/AD&D benefits are not applicable. Please click “Next”.
11.MetLife Contributory Life/AD&D—Contributory Life/AD&D benefits are not applicable. Please select “Waive Coverage” and click “Next”.
12.Spouse and Child Life Insurance—Please select “Waive Coverage” and click “Next” on the Spouse Life and Child Life screens.
13.Business Travel Accident—BTA benefit is not applicable. Please click “Next”.
14.EAP – EAP benefit not applicable. Please click “Next”.
15.Review Your Elections—Review the information shown and change/correct if needed.
16.Review Beneficiaries—Any dependents you entered in the Review Dependents step will be available to choose as beneficiaries. You may disregard this step as you will not receive life insurance benefits under the EQT plan.
17.SUBMIT—If you log out before you click Submit, your changes will be saved—but not processed, potentially resulting in coverage delays. Please be sure to hit the “Submit” button to finalize your elections.
18.Confirmation—Review and save your confirmation statement.
Equitrans Midstream—EQT 2 8/2024
EQT Benefit Solutions Center
When you have benefit questions, call the EQT Benefit Solutions Center at 1-888-246-2449 (8 A.M. to 6 P.M. ET, Monday-Friday).
Benefits Summaries
Medical and Prescription Drug Coverage Chart
Highmark Blue Cross Blue Shield
Claims accumulated in this calendar year under your current ETRN coverage will be counted towards meeting the deductible and out-of-pocket maximum under the EQT plan.
Equitrans Midstream—EQT 3 8/2024
Dental Coverage Chart
MetLife
Claims accumulated in this calendar year under your current ETRN coverage will be counted towards your deductible and plan maximums under the EQT plan.
Equitrans Midstream—EQT 4 8/2024
Vision Plan Coverage Chart
MetLife
Resources for benefit questions
Tom Torchia Director, Total Rewards [***] | Christian Jones Lead Compensation & Benefits Analyst [***] | Kathleen Curran Payroll & Benefits Analyst [***] | ||||||
| EQT Benefit Solutions Center 1-888-246-2449 From 8 a.m. to 6 p.m. ET Monday-Friday | ||||||||
Equitrans Midstream—EQT 5 8/2024
Offboarding – Frequently Asked Questions
Final Pay
When and how will I receive my final pay?
Your final paycheck will be direct deposited in your account(s) on record. The deposit will occur on the regularly scheduled pay date for the pay period that includes your Date of Termination—08/14/2024.
What deductions will be withheld from my final pay?
All applicable income tax withholdings.
Paystubs & Annual Statements
Where can I obtain statements after my last day of employment?
You can access your paystubs and annual statements for three years prior in MyADP. To access MyADP, you will need:
1.Direct website https://my.adp.com.
2.Use the same ADP log in credentials that you used while employed with EQT. Ex. first initial and last name@eqt. (jdoe@eqt)
3.You will have the capability to reset your password from the log in page, if needed.
Payroll Contact Information
Who can I contact with any payroll related questions after my last day of employment?
You can reach out to the payroll department with any payroll related questions via email at payroll@eqt.com.