upon a termination without cause or resignation for good reason in connection with the Proposed Transaction, assuming a closing date of June 27, 2017. Potential Cash Severance(1) Estimated COBRA Costs Acceleration of Equity Awards(2) Name Total Grayson T. Lisenby $ 1,914,453 $ 15,248 $ 15,367,393 $ 17,297,094 Derek A. Rice $ 1,914,453 $ 5,293 $ 20,604,430 $ 22,524,176 James W. Rogers $ 1,658,239 $ 15,248 $ 9,177,467 $ 10,850,955 E. Deal Protection Devices 53. In order to protect these interests, the Board agreed to a number of provisions in the Merger Agreement that make it more difficult for another buyer to purchase the Company, and for the Company to seek out competing offers. 54. Specifically, if the Company terminates the Merger Agreement, it must pay EQT a termination fee of $255,000,000. Additionally, the Merger Agreement contains a strict no-solicitation provision, pursuant to which the Company is prohibited from soliciting competing acquisition proposals or, subject to certain exceptions regarding unsolicited proposals, engaging in discussions or providing information in connection with an alternative acquisition proposal. 55. The Merger Agreement also contains an information rights provision that requires the Company to notify EQT of certain unsolicited competing offers and to provide EQT with information regarding such offers. In addition, the Merger Agreement grants EQT recurring and unlimited matching rights, which provide it with access to confidential, non-public information about competing proposals from third parties that it can use to prepare a matching bid and sufficient time to negotiate with EQT to amend the terms of the Merger Agreement and make a counter-offer in the event a superior offer is received. 56. The Board also consented to the execution of several support agreements that collectively lock-up almost 18% of the Company’s stock in favor of the Proposed Transaction. - 16 - Robert R. Wingo $ 1,314,864 $ 15,248 $ 9,238,228 $ 10,568,340 Toby Z. Rice $ 1,914,453 $ 15,248 $ 20,604,430 $ 22,534,131 Daniel J. Rice IV $ 1,914,453 $ 15,248 $ 20,604,430 $ 22,534,131 William E. Jordan $ 1,694,135 $ 15,248 $ 9,683,091 $ 11,392,475
