Exhibit 10.11 (a)
EQUITABLE RESOURCES, INC.
Board of Directors
Deferred Compensation Agreement
THIS AGREEMENT, made and executed this 30th day of
September, 1986, by and between Equitable Resources, Inc., herein
designated as "Equitable", and Daniel M. Rooney herein designated
as the "Participant";
WITNESSETH:
WHEREAS, the Participant is currently a member of the Board
of Directors of Equitable as a Director or an Advisory Director;
and
WHEREAS, Equitable and the Participant desire to defer all
of the fees arising from the above-stated relationship;
NOW, THEREFORE, the parties hereby agree as follows:
Section 1 - Account
1.1 Effective October 1, 1986, the Participant hereto elects
to defer, under the terms of this Agreement, all compensation
earned for his/her service as a Director or an Advisory Director
of Equitable for the calendar year 1986-87.
1.2 Equitable shall establish a bookkeeping account,
hereinafter referred to as the "Account", and shall credit to the
Account the amounts of the deferred fees.
1.3 Interest shall be credited to the Account monthly. The
rate of interest shall be the same as the yield for 30-day
Treasury Bills applicable to the first day of such month.
Section 2 - Payment
2.1 All amounts credited to the Account on the Participant's
behalf shall be payable in one lump sum by Equitable to the
Participant on (date selected by the Participant) but in no event
later than sixty (60) days after the Participant ceases to be a
Director or an Advisory Director of Equitable.
2.2 In the event of the death of the Participant, such
payment shall be made to the Participant's beneficiary. For
purposes of the Agreement, "beneficiary" means any person(s) or
trust(s) or combination of these, last designated by the
Participant to receive benefits provided under this Agreement.
Such designation shall be in writing filed with the Compensation
Committee of the Board of Directors (the "Committee") and shall
be revocable at any time through written instrument similarly
filed without consent of any beneficiary. In the absence of any
designation, the beneficiary shall be the Participant's spouse,
if surviving, otherwise, all amounts payable hereunder shall be
delivered by Equitable to the executors and administrators of the
Participant's estate for administration as a part thereof.
2.3 For financial reasons, the Participant may apply to the
Committee for withdrawal from the Agreement prior to the Payment
Date. Such early withdrawal shall lie within the absolute
discretion of the Committee. Upon approval from the Committee,
and within fifteen (15) days thereafter, the Participant will be
deemed to have withdrawn from the Agreement and a distribution,
in the amount necessary, will be made in a one-time payment.
Amounts still payable to the Participant after the application of
this Paragraph 2.3 shall be distributed pursuant to the foregoing
Paragraphs of this Section 2.
Section 3 - Miscellaneous Provisions
3.1 Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between Equitable and the Participant, his
designated beneficiary or any other person. Any fees deferred
under the provisions of this Agreement shall continue for all
purposes to be a part of the general funds of Equitable. To the
extent that any person acquires a right to receive payment from
Equitable under this Agreement, such right shall be no greater
than the right of any unsecured general creditor of Equitable.
3.2 The right of the Participant or any other person to the
payment of deferred fees under this Agreement shall not be
assigned. transferred, pledged or encumbered except by will or by
the laws of the descent and distribution.
3. 3 If the Committee shall find that any person to whom any
payment is payable under this Agreement is unable to care for
his/her affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been
made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, child, a parent, or a
brother or sister, or to any person deemed by the Committee to
have incurred expense for such person otherwise entitled to
payment, in such manner and proportions as the Committee may
determine. Any such payment shall be a complete discharge of the
liabilities of Equitable under this Agreement.
3.4 Nothing contained herein shall be construed as
conferring upon the Participant the right to continue in the
service of Equitable as a member of the Board of Directors.
3.5 This Agreement shall be binding upon and inure to the
benefit of Equitable, its successors and assigns and the
Participant and his heirs, executors, administrators and legal
representatives.
3.6 Equitable may terminate this Plan at any time. Upon
such termination, the Committee shall dispose of any benefits of
the Participants as provided in Section 2.
Equitable may also amend the provisions of this Plan at any
time; provided, however, that no amendment shall affect the
rights of the Participant, or his beneficiaries to the receipt of
payment of benefits to the extent of any compensation deferred
before the time of this amendment.
This Agreement shall terminate when the payment due under
this Agreement is made.
3.7 This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
Section 4 - Committee
4.1 The Committee's interpretation and construction of the
Agreement, and actions thereunder, including the amount or
recipient of the payment to be made therefrom, shall be binding
and conclusive on all persons for all purposes. The Committee
members shall not be liable to any person for any action taken or
omitted in connection with the interpretation and administration
of this Agreement unless attributable to his own willful
misconduct or lack of good faith.
IN WITNESS WHEREOF, Equitable has caused this Agreement to
be executed by its duly authorized officers and the Participant
has hereunto set his hand as of the date first above written .
ATTEST: EQUITABLE RESOURCES, INC.
VICE PRESIDENT AND PRESIDENT AND CHIEF
CORPORATE SECRETARY EXECUTIVE OFFICER
WITNESS: (Participant)