EQUITABLE RESOURCES, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE - JANUARY 1, 1996
EQUITABLE RESOURCES, INC.
DEFERRED COMPENSATION PLAN
Table of Contents
ARTICLE I...................................................5
1.1 Statement of Purpose..............................5
ARTICLE II..................................................6
DEFINITIONS.................................................6
2.1 Account...........................................6
2.2 Base Salary.......................................6
2.3 Beneficiary.......................................6
2.4 Board.............................................6
2.5 Bonus.............................................6
2.6 Change in Control.................................7
2.7 Code..............................................7
2.8 Committee.........................................7
2.9 Compensation......................................7
2.10 Company Matching Account.........................8
2.11 Company Matching Amount..........................8
2.12 Company..........................................8
2.13 Credited Service.................................8
2.14 Deferral Account.................................8
2.15 Deferral Benefit.................................8
2.16 Deferral Election................................8
2.17 Disability.......................................8
2.18 Early Retirement.................................8
2.19 Eligible Employee................................9
2.20 Employer.........................................9
2.21 Hardship Withdrawal..............................9
2.22 Investment Return Rate...........................9
2.23 Participant......................................9
2.24 Participation Agreement..........................9
2.25 Plan.............................................9
2.26 Plan Year........................................9
2.27 Savings Plan.....................................10
2.28 Selected Affiliate...............................10
2.29 Retirement.......................................10
2.30 Valuation Date...................................10
ARTICLE III.................................................11
ELIGIBILITY AND PARTICIPATION...............................11
3.1 Eligibility.......................................11
3.2 Participation.....................................11
3.3 Change in Participation Status....................11
3.4 Ineligible Participant............................11
ARTICLE IV..................................................12
DEFERRAL OF COMPENSATION....................................12
4.1 Amount of Deferral................................12
4.2 Company Matching Amounts..........................12
4.3 Crediting Deferred Compensation and Company
Matching Amounts. 12
ARTICLE V...................................................13
BENEFIT ACCOUNTS............................................13
5.1 Valuation of Account..............................13
5.2 Crediting of Investment Return....................13
5.3 Statement of Accounts.............................13
5.4 Vesting of Account................................13
5.5 Transfer of Deferral Account Balances.............14
ARTICLE VI..................................................15
PAYMENT OF BENEFITS.........................................15
6.1 Payment of Deferral Benefit upon Death,
Disability or Retirement.....................15
6.2 Payment of Deferral Benefit upon Termination......15
6.3 Payments to Beneficiaries.........................15
6.4 In-Service Distribution...........................15
6.5 Hardship Withdrawal...............................16
6.6 Form of Payment...................................16
6.7 Commencement of Payments..........................16
6.8 Small Benefit.....................................17
ARTICLE VII.................................................18
BENEFICIARY DESIGNATION.....................................18
7.1 Beneficiary Designation...........................18
7.2 Change of Beneficiary Designation.................18
7.3 No Designation....................................18
7.4 Effect of Payment.................................18
ARTICLE VIII................................................19
ADMINISTRATION..............................................19
8.1 Committee.........................................19
8.2 Agents............................................19
8.3 Binding Effect of Decisions.......................19
8.4 Indemnification of Committee......................19
ARTICLE IX..................................................20
AMENDMENT AND TERMINATION OF PLAN...........................20
9.1 Amendment.........................................20
9.2 Termination.......................................20
ARTICLE X...................................................21
MISCELLANEOUS...............................................21
10.1 Funding..........................................21
10.2 Nonassignability.................................21
10.3 Legal Fees and Expenses..........................22
10.4 Captions.........................................22
10.5 Governing Law....................................22
10.6 Successors.......................................22
10.7 Right to Continued Service.......................23
EXHIBIT A...................................................24
EXHIBIT B...................................................25
EXHIBIT C...................................................26
ARTICLE I
1.1 STATEMENT OF PURPOSE
This is the Equitable Resources, Inc. Deferred Compensation Plan (the "Plan")
made in the form of this Plan and in related agreements between the Employer and
certain management or highly compensated employees. The purpose of the Plan is
to provide management and highly compensated employees of the Employer with the
option to defer the receipt of portions of their compensation payable for
services rendered to the Employer. It is intended that the Plan will assist in
attracting and retaining qualified individuals to serve as officers and managers
of the Employer. The Plan is effective as of January 1, 1996.
ARTICLE II
DEFINITIONS
When used in this Plan and initially capitalized, the following words and
phrases shall have the meanings indicated:
2.1 ACCOUNT.
"Account" means the sum of a Participant's Deferral Account and Company
Contribution Account.
2.2 BASE SALARY.
"Base Salary" means a Participant's base earnings paid by an Employer to a
Participant without regard to any increases or decreases in base earnings as a
result of (i) an election to defer base earnings under this Plan or (ii) an
election between benefits or cash provided under a Plan of an Employer
maintained pursuant to Section 125 or 401(k) of the Code and as limited in
Exhibit B attached hereto.
2.3 BENEFICIARY.
"Beneficiary" means the person or persons designated or deemed to be designated
by the Participant pursuant to Article VII to receive benefits payable under the
Plan in the event of the Participant's death.
2.4 BOARD.
"Board" means the Board of Directors of the Company.
2.5 BONUS.
"Bonus" means a Participant's bonus or sales commission paid by the Employer to
a Participant under the plans listed in Exhibit B attached hereto and to the
degree limited in Exhibit B, as applicable, without regard to any decreases as a
result of (i) an election to defer all or any portion of a bonus under this Plan
or (ii) an election between benefits or cash provided under a plan of the
Employer maintained pursuant to Section 401(k) of the Code.
2.6 CHANGE IN CONTROL.
A "Change in Control" shall occur or be deemed to have occurred only if any of
the following events occur (each of such events being herein referred to as a
"Change of Control"):
(a) The sale or other disposition by the Company of all or substantially
all of its assets to a single purchaser or to a group of purchasers, other than
to a corporation with respect to which, following such sale or disposition, more
than eighty percent (80%) of, respectively, the then outstanding shares of
Company common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of the Board of
Directors is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the outstanding Company common stock and the combined
voting power of the then outstanding voting securities immediately prior to such
sale or disposition in substantially the same proportion as their ownership of
the outstanding Company common stock and voting power immediately prior to such
sale or disposition;
(b) The acquisition in one or more transactions by any person or group,
directly or indirectly, of beneficial ownership of twenty percent (20%) or more
of the outstanding shares of Company common stock or the combined voting power
of the then outstanding voting securities of the Company entitled to vote
generally in the election of the Board of Directors; provided, however, that any
acquisition by (x) the Company or any of its subsidiaries, or any employee
benefit plan (or related trust) sponsored or maintained by the Company or any of
its subsidiaries or (y) any person that is eligible, pursuant to Rule 13d-1(b)
under the Exchange Act (as such rule is in effect as of November 1, 1995), to
file a statement on Schedule 13G with respect to its beneficial ownership of
Company common stock and other voting securities whether or not such person
shall have filed a statement on Schedule 13G, unless such person shall have
filed a statement on Schedule 13D with respect to beneficial ownership of
fifteen percent (15%) or more of the Company's voting securities, shall not
constitute a Change of Control;
(c) The Company's termination of its business and liquidation of its
assets;
(d) The reorganization, merger or consolidation of the Company into or
with another person or entity, by which reorganization, merger or consolidation
the persons who held one hundred percent (100%) of the voting securities of the
Company prior to such reorganization, merger or consolidation receive or
continue to hold less than sixty percent (60%) of the outstanding voting shares
of the new or continuing corporation; or
(e) If, during any two-year period, less than a majority of the members
of the Board of Directors are persons who were either (i) nominated or
recommended for election by at least two-thirds vote of the persons who were
members of the Board of Directors or Nominating Committee of the Board of
Directors at the beginning of the period, or (ii) elected by at least a
two-thirds vote of the persons who were members of the Board of Directors at the
beginning of the period.
2.7 CODE.
"Code" means the Internal Revenue Code of 1986, as amended.
2.8 COMMITTEE.
"Committee" has the meaning set forth in Section 8.1.
2.9 COMPENSATION.
"Compensation" means the Base Salary and Bonus payable with respect to an
Eligible Employee for each plan year.
2.10 COMPANY MATCHING ACCOUNT.
"Company Matching Account" means the account maintained on the books of the
Employer for the purpose of accounting for the Company Matching Amount and for
the amount of investment return credited thereto for each Participant pursuant
to Article V.
2.11 COMPANY MATCHING AMOUNT.
"Company Matching Amount" means the amount credited to a Participant's Company
Matching Account under Section 4.2.
2.12 COMPANY.
"Company" means Equitable Resources, Inc. and any successor thereto.
2.13 CREDITED SERVICE.
"Credited Service" means the sum of all periods of a Participant's employment by
the Company or a Selected Affiliate for which service credit is given under the
Equitable Resources Pension Plan.
2.14 DEFERRAL ACCOUNT.
"Deferral Account" means the account maintained on the books of the Employer for
the purpose of accounting for the amount of Compensation that each Participant
elects to defer under the Plan and for the amount of investment return credited
thereto for each Participant pursuant to Article V.
2.15 DEFERRAL BENEFIT.
"Deferral Benefit" means the benefit payable to a Participant or his or her
Beneficiary pursuant to Article VI.
2.16 DEFERRAL ELECTION.
"Deferral Election" means the written election made by a Participant to defer
Compensation pursuant to Article IV.
2.17 DISABILITY.
"Disability" means a Participant's Disability as defined under the Company's
Long Term Disability Plan or its successors.
2.18 EARLY RETIREMENT.
"Early Retirement" will be granted by the Committee at its sole discretion.
2.19 ELIGIBLE EMPLOYEE.
"Eligible Employee" means a highly compensated or management employee of the
Company who is designated by the Committee, by name or group or description, in
accordance with Section 3.1 as eligible to participate in the Plan.
2.20 EMPLOYER.
"Employer" means, with respect to a Participant, the Company or the Selected
Affiliate which pays such Participant's Compensation.
2.21 HARDSHIP WITHDRAWAL.
"Hardship Withdrawal" has the meaning set forth in Section 6.5.
2.22 INVESTMENT RETURN RATE.
"Investment Return Rate" means:
(a) In the case of an investment named in Exhibit C of a fixed income
nature, the interest deemed to be credited,
(b) In the case of an investment named in Exhibit C of an equity
investment nature, the increase and decrease in deemed value and
dividends deemed to be credited.
2.23 PARTICIPANT.
"Participant" means any Eligible Employee who elects to participate by filing a
Participant Agreement or who is automatically enrolled as provided in Section
3.2.
2.24 PARTICIPATION AGREEMENT.
"Participation Agreement" means the agreement filed by a Participant, in the
form prescribed by the Committee, pursuant to Section 3.2.
2.25 PLAN.
"Plan" means the Equitable Resources, Inc. Deferred Compensation Plan, as
amended from time to time.
2.26 PLAN YEAR.
"Plan Year" means a twelve-month period commencing January 1 and ending the
following December 31.
2.27 SAVINGS PLAN.
"Savings Plan" means, with respect to a Participant, the Equitable Resources,
Inc. Employee Savings Plan, or its successor, as Amended and Restated
________________, or as may be amended from time to time.
2.28 SELECTED AFFILIATE.
"Selected Affiliate" means (1) any Company in an unbroken chain of companies
beginning with the Company if each of the companies other than the last company
in the chain owns or controls, directly or indirectly, stock possessing not less
than 50 percent of the total combined voting power of all classes of stock in
one of the other companies, or (2) any partnership or joint venture in which one
or more of such companies is a partner or venturer, each of which shall be
selected by the Committee.
2.29 RETIREMENT
"Retirement" means the termination of a Participant who has reached age 65.
2.30 VALUATION DATE.
"Valuation Date" means a date on which the amount of a Participant's Account is
valued as provided in Article V. The Valuation Date shall be the end of the Plan
year and any other date determined by the Committee.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY.
Eligibility to participate in the Plan is limited to Eligible Employees. From
time to time, and subject to Section 3.4, the Committee shall prepare, and
attach to the Plan as Exhibit A, a complete list of the Eligible Employees, by
individual name or by reference to an identifiable group of persons or by
descriptions of the components of compensation of an individual which would
qualify individuals which are eligible to participate and all of whom shall be a
select group of management or highly compensated employees.
3.2 PARTICIPATION.
Participation in the Plan shall be limited to Eligible Employees who elect to
participate in the Plan by filing a Participation Agreement with the Committee.
An Eligible Employee shall commence participation in the Plan upon the first day
of his or her first payroll period following the receipt of his or her
Participation Agreement by the Committee.
3.3 CHANGE IN PARTICIPATION STATUS.
A Participant may change a previously elected percentage of deferral of Base
Salary or elect to terminate his or her participation in the Plan at any time by
filing a written notice thereof with the Committee. Changes will only become
effective as of the beginning of the next payroll period in the month following
receipt of the change in election by the Committee and in accordance with the
Company's prevailing administrative procedures. Amounts credited to such
Participant's Account with respect to periods prior to the effective date of
such termination shall continue to be payable pursuant to, receive investment
credit on, and otherwise be governed by, the terms of the Plan. A participant
may change a previously elected percentage of deferral of Bonus, or elect to
terminate future Bonus deferrals, by filing a written notice thereof with the
Committee prior to the start of the next Bonus measurement period.
3.4 INELIGIBLE PARTICIPANT.
Notwithstanding any other provisions of this Plan to the contrary, if the
Committee determines that any Participant may not qualify as a "management or
highly compensated employee" within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or regulations thereunder,
the Committee may determine, in its sole discretion, that such Participant shall
cease to be eligible to participate in this Plan. Upon such determination, the
Employer shall make a sum payment to the Participant equal to the vested amount
credited to his Account as soon as administratively practicable. Upon such
payment, no benefit shall thereafter be payable under this Plan either to the
Participant or any Beneficiary, and all of the Participant's elections as to the
time and manner of payment of his Account will be deemed to be canceled.
ARTICLE IV
DEFERRAL OF COMPENSATION
4.1 AMOUNT OF DEFERRAL.
With respect to each Plan Year, a Participant may elect to defer a specified
percentage of his or her Compensation up to the percentage of compensation
defined and the terms described in Exhibit B attached hereto. A Participant may
change the percentage of his or her Compensation to be deferred by filing a
written notice thereof with the Committee. Any such change shall be effective as
of the first day of the Plan Year immediately following the Plan Year in which
such notice is filed with the Committee.
4.2 COMPANY MATCHING AMOUNTS.
If the Committee authorizes a Matching Amount with respect to, and preceding,
any Plan Year(s), the Employer shall provide Matching Amounts under this Plan
with respect to each Participant who is eligible to be allocated matching
contributions under the Savings Plan. The total Matching Amounts under this Plan
on behalf of a Participant for each Plan Year shall not exceed the difference
between (i) the matching percentage of the Compensation deferred by a
Participant under this Plan and of the Participant's pre-tax elective deferrals
for the Plan Year under the Savings Plan, less (ii) the Employer matching
contributions allocated to the Participant under the Savings Plan for such Plan
Year.
4.3 CREDITING DEFERRED COMPENSATION AND COMPANY MATCHING AMOUNTS.
The amount of Compensation that a Participant elects to defer under the Plan
shall be credited by the Employer to the Participant's Deferral Account
periodically, the frequency of which will be determined by the Committee. To the
extent that the Employer is required to withhold any taxes or other amounts from
a Participant's deferred Compensation pursuant to any state, federal or local
law, such amounts shall be withheld only from the Participant's compensation
before such amounts are credited. The Company Matching Amount under the Plan for
each Participant shall be credited by the Employer periodically, the frequency
of which will be determined by the Committee.
ARTICLE V
BENEFIT ACCOUNTS
5.1 VALUATION OF ACCOUNT.
As of each Valuation Date, a Participant's Account shall consist of the balance
of the Participant's Account as of the immediately preceding Valuation Date,
plus the Participant's Deferred Compensation and Company Contribution Amount
credited pursuant to Section 4.2 since the immediately preceding Valuation Date,
plus investment return credited as of such Valuation Date pursuant to Section
5.2, minus the aggregate amount of distributions, if any, made from such Account
since the immediately preceding Valuation Date.
5.2 CREDITING OF INVESTMENT RETURN.
As of each Valuation Date, each Participant's Deferral Account and Company
Contribution shall be increased by the amount of investment return earned since
the immediately preceding Valuation Date. Investment return shall be credited at
the Investment Return Rate as of such Valuation Date based on the average
balance of the Participant's Deferral Account and Company Contribution,
respectively, since the immediately preceding Valuation Date, but after such
Accounts have been adjusted for any contributions or distributions to be
credited or deducted for such period. Investment return for the period prior to
the first Valuation Date applicable to a Deferral Account or an Company
Contribution shall be deemed earned ratably over such period. Until a
Participant or his or her Beneficiary receives his or her entire Account, the
unpaid balance thereof shall earn an investment return as provided in this
Section 5.2.
5.3 STATEMENT OF ACCOUNTS.
The Committee shall provide to each Participant, within 30 days after the close
of each calendar quarter, a statement setting forth the balance of such
Participant's Account as of the last day of the preceding calendar quarter and
showing all adjustments made thereto during such calendar quarter.
5.4 VESTING OF ACCOUNT.
Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested
in his or her Deferral Account at all times. A Participant's interest in his or
her Company Contribution shall be 100% vested as of a Change in Control. Prior
to this event, a Participant's interest in his or her Company Contribution shall
vest under the vesting schedule for Company Contribution under the Savings Plan.
Any nonvested portion of a Participant's Company Contribution shall be forfeited
at termination. Forfeitures under the Plan shall be for the benefit of the
Employer and shall not be credited to other Participants.
5.5 TRANSFER OF DEFERRAL ACCOUNT BALANCES
Once every month a Participant may, by appropriate direction which is properly
received by the Company or the Committee, in accordance with uniform rules
established by the Company, elect to transfer in increments of 10% all or part
of the deemed value of his or her Deferral Account credits, except as may be
limited by the Committee, from any one or more investment options to any one or
more other such investment options as listed in Exhibit C. Such a transfer shall
not constitute a change in the Participant's current investment election.
The effective date of any transfer above shall be the date for which the
appropriate direction to the Company or its designee has been properly received
in accordance with uniform rules established by the Company. The Company
reserves the right to refuse to honor any Participant direction related to
investments or withdrawals, including transfers among investment options, where
necessary or desirable to assure compliance with applicable law including U.S.
and other securities laws. However, the Company does not assume any
responsibility for compliance by officers or others with any such laws, and any
failure by the Company to delay or dishonor any such direction shall not be
deemed to increase the Company's legal exposure to the Participant or third
parties.
ARTICLE VI
PAYMENT OF BENEFITS
6.1 PAYMENT OF DEFERRAL BENEFIT UPON DEATH, DISABILITY OR RETIREMENT.
Upon the death, Disability, Early Retirement, or Retirement of a Participant,
the Employer shall pay to the Participant or his Beneficiary a Deferral Benefit
equal to the balance of his or her vested Account determined pursuant to Article
V, less any amounts previously distributed, based on his written election
pursuant to Section 6.6
6.2 PAYMENT OF DEFERRAL BENEFIT UPON TERMINATION.
Upon the termination of service of the Participant as an employee of the
Employer and all Selected Affiliates for reasons other than death, Disability,
or Retirement, the Employer shall pay to the Participant a Deferral Benefit in a
lump sum equal to the balance of his or her vested Account determined pursuant
to Article V, less any amounts previously distributed, as soon as
administratively practical.
6.3 PAYMENTS TO BENEFICIARIES.
In the event of the Participant's death prior to his or her receipt of all
elected annual installments, his or her Beneficiary will receive the remaining
annual installments at such times as such installments would have become
distributable to the Participant.
6.4 IN-SERVICE DISTRIBUTION
A participant may elect to receive an in-service distribution of a portion or
all of his or her Deferral Account only beginning at any time not less than one
year after the end of the Plan Year in which such Compensation was deferred. A
Participant's election for an in-service distribution shall be filed annually in
writing with the Committee at the same time his or her Deferral Election is
made. The Participant may elect to receive such Compensation as an in-service
distribution in lump sum only, the amount of which will be the lesser of the
distribution election for that year or the Deferral Account balance attributable
to that year's deferral. Any benefits paid to the Participant as an in-service
distribution shall reduce the amount of Deferral Benefit otherwise payable to
the Participant under the Plan.
6.5 HARDSHIP WITHDRAWAL.
In the event that the Committee, under written request of a Participant,
determines, in its sole discretion, that the Participant has suffered an
unforeseeable financial emergency, the Employer shall pay to the Participant, as
soon as practicable following such determination, an amount necessary to meet
the emergency (the "Hardship Withdrawal"), but not exceeding the aggregate
balance of such Participant's Deferral Account as of the date of such payment.
For purposes of this Section 6.5, an "unforeseeable financial emergency" shall
mean an event that the Committee determines to give rise to an unexpected need
for cash arising from an illness, casualty loss, sudden financial reversal or
other such unforeseeable occurrence. Amounts of Hardship Withdrawal may not
exceed the amount the Committee reasonably determines to be necessary to meet
such emergency needs (including taxes incurred by reason of a taxable
distribution). The amount of the Deferral Benefit otherwise payable under the
Plan to such Participant shall be adjusted to reflect the early payment of the
Hardship Withdrawal.
6.6 FORM OF PAYMENT.
The Deferral Benefit payable pursuant to Section 6.1 shall be paid in one of the
following forms, as elected by the Participant in his or her Participant
Agreement on file as of one (1) year and one (1) day prior to the date of
termination or death:
(a) Annual payments of a fixed amount which shall amortize the vested
Account balance of the payment commencement date over a period not to
exceed ten (10) years (together, in the case of each annual payment,
with interest thereon credited after the payment commencement date
pursuant to Section 5.2).
(b) A lump sum as soon as administratively practical. In the event a
Participant fails to make a distribution election, his or her vested Account
Balance shall be distributed as a lump sum distribution as soon as
administratively practical after his or her termination, death or Disability.
6.7 COMMENCEMENT OF PAYMENTS.
Commencement of payments under Section 6.1 of the Plan shall begin within 60
days following receipt of written notice by the Committee of an event which
entitles a Participant (or a Beneficiary) to payments under the Plan.
6.8 SMALL BENEFIT.
In the event the Committee determines that the balance of a Participant's
Account is less than $3,500 at the time of commencement of payments, or the
portion of the balance of the Participant's Account payable to any Beneficiary
is less than $3,500 at the time of commencement of payments, the Committee may
inform the Employer and the Employer, in its discretion, may choose to pay the
benefit in the form of a lump sum payment, notwithstanding any provision of the
Plan or a Participant election to the contrary. Such lump sum payment shall be
equal to the balance of the Participant's Account or the portion thereof payable
to a Beneficiary.
ARTICLE VII
BENEFICIARY DESIGNATION
7.1 BENEFICIARY DESIGNATION.
Each Participant shall have the sole right, at any time, to designate any person
or persons as his Beneficiary to whom payment under the Plan shall be made in
the event of his or her death prior to complete distribution to the Participant
of his or her Account. Any Beneficiary designation shall be made in a written
instrument provided by the Committee. All Beneficiary designations must be filed
with the Committee and shall be effective only when received in writing by the
Committee. In the event that a Beneficiary form has not been filed, the
Beneficiary to whom payment has been designated under the Savings Plan shall be
used.
7.2 CHANGE OF BENEFICIARY DESIGNATION.
Any Beneficiary designation may be changed by a Participant by the filing of a
new Beneficiary designation, which will cancel all Beneficiary designations
previously filed. The designation of a Beneficiary may be made or changed at any
time without the consent of any person.
7.3 NO DESIGNATION.
If a Participant fails to designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant, then the Participant's
designated Beneficiary shall be deemed to be the Participant's estate.
7.4 EFFECT OF PAYMENT.
Payment to a Participant's Beneficiary (or, upon the death of a primary
Beneficiary, to the contingent Beneficiary or, if none, to the Participant's
estate) shall completely discharge the Employer's obligations under the Plan.
ARTICLE VIII
ADMINISTRATION
8.1 COMMITTEE.
The administrative committee for the Plan (the "Committee") shall be those
members of the Employee Pension Committee as long as there are at least three
such members. If there are not at least three such non-participating persons on
the Committee, the Chief Executive Officer of the Company shall appoint other
Company officers to serve on the Committee. The Committee shall have complete
discretion to i) supervise the administration and operation of the Plan, ii)
adopt rules and procedures governing the Plan from time to time and iii) shall
have authority to give interpretive rulings with respect to the Plan.
8.2 AGENTS.
The Committee may appoint an individual, who may be an employee of the Company,
to be the Committee's agent with respect to the day-to-day administration of the
Plan. In addition, the Committee may, from time to time, employ other agents and
delegate to them such administrative duties as it sees fit, and may from time to
time consult with counsel who may be counsel to the Company.
8.3 BINDING EFFECT OF DECISIONS.
Any decision or action of the Committee with respect to any question arising out
of or in connection with the administration, interpretation and application of
the Plan shall be final and binding upon all persons having any interest in the
Plan.
8.4 INDEMNIFICATION OF COMMITTEE.
The Company shall indemnify and hold harmless the members of the Committee and
their duly appointed agents under Section 8.2 against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to the Plan, except in the case of gross negligence or willful
misconduct by any such member or agent of the Committee.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
9.1 AMENDMENT.
The Company, on behalf of itself and of each Selected Affiliate may at any time
amend, suspend or reinstate any or all of the provisions of the Plan, except
that no such amendment, suspension or reinstatement may adversely affect any
Participant's Account, as it existed as of the day before the effective date of
such amendment, suspension or reinstatement, without such Participant's prior
written consent. Written notice of any amendment or other action with respect to
the Plan shall be given to each Participant.
9.2 TERMINATION.
The Company, on behalf of itself and of each Selected Affiliate, in its sole
discretion, may terminate this Plan at any time and for any reason whatsoever.
Upon termination of the Plan, the Committee shall take those actions necessary
to administer any Accounts existing prior to the effective date of such
termination; provided, however, that a termination of the Plan shall not
adversely affect the value of a Participant's Account, the crediting of
investment return under Section 5.2 or the timing or method of distribution of a
Participant's Account, without the Participant's prior written consent.
Notwithstanding the foregoing, a termination of the Plan shall not give rise to
accelerated or automatic vesting of any Participant's Matching Account.
ARTICLE X
MISCELLANEOUS
10.1 FUNDING.
Participants, their Beneficiaries, and their heirs, successors and assigns,
shall have no secured interest or claim in any property or assets of the
Employer. The Employer's obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Employer to pay money in the future.
Notwithstanding the foregoing, in the event of a Change in Control, the Company
shall create an irrevocable trust, or before such time the Company may create an
irrevocable or revocable trust, to hold funds to be used in payment of the
obligations of Employers under the Plan. In the event of a Change in Control or
prior thereto, the Employers shall fund such trust in an amount equal to not
less than the total value of the Participants' Accounts under the Plan as of the
Valuation Date immediately preceding the Change in Control, provided that any
funds contained therein shall remain liable for the claims of the respective
Employer's general creditors.
10.2 NONASSIGNABILITY.
No right or interest under the Plan of a Participant or his or her Beneficiary
(or any person claiming through or under any of them) shall be assignable or
transferable in any manner or be subject to alienation, anticipation, sale,
pledge, encumbrance or other legal process or in any manner be liable for or
subject to the debts or liabilities of any such Participant or Beneficiary. If
any Participant or Beneficiary shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other
event happening at any time such benefits would devolve upon anyone else or
would not be enjoyed by him or her, then the Committee, in its discretion, may
terminate his or her interest in any such benefit (including the Deferral
Account) to the extent the Committee considers necessary or advisable to prevent
or limit the effects of such occurrence. Termination shall be effected by filing
a written "termination declaration" with the Clerk of the Company and making
reasonable efforts to deliver a copy to the Participant or Beneficiary whose
interest is adversely affected (the "Terminated Participant"). As long as the
Terminated Participant is alive, any benefits affected by the termination shall
be retained by the Employer and, in the Committee's sole and absolute judgment,
may be paid to or expended for the benefit of the Terminated Participant, his or
her spouse, his or her children or any other person or persons in fact dependent
upon him or her in such a manner as the Committee shall deem proper. Upon the
death of the Terminated Participant, all benefits withheld from him or her and
not paid to others in accordance with the preceding sentence shall be disposed
of according to the provisions of the Plan that would apply if he or she died
prior to the time that all benefits to which he or she was entitled were paid to
him or her.
10.3 LEGAL FEES AND EXPENSES.
It is the intent of the Company and each Selected Affiliate that no Eligible
Employee or former Eligible Employee be required to incur the expenses
associated with the enforcement of his or her rights under this Plan by
litigation or other legal action because the cost and expense thereof would
substantially detract from the benefits intended to be extended to an Eligible
Employee hereunder. Accordingly, if after a Change in Control it should appear
that the Employer has failed to comply with any of its obligations under this
Plan or in the event that the Employer or any other person takes any action to
declare this Plan void or unenforceable, or institutes any litigation designed
to deny, or to recover from, the Eligible Employee the benefits intended to be
provided to such Eligible Employee hereunder, the Employer irrevocably
authorizes such Eligible Employee from time to time to retain counsel of his or
her choice, at the expense of the Employer as hereafter provided, to represent
such Eligible Employee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Employer or any
director, officer, stockholder or other person affiliated with the Employer in
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Employer and such counsel, the Employer irrevocably
consents to such Eligible Employee's entering into an attorney-client
relationship with such counsel, and in that connection the Employer and such
Eligible Employee agree that a confidential relationship shall exist between
such Eligible Employee and such counsel. The Employer shall pay and be solely
responsible for any and all attorneys' and related fees and expenses incurred by
such Eligible Employee as a result of the Employer's failure to perform under
this Plan or any provision thereof; or as a result of the Employer or any person
contesting the validity or enforceability of this Plan or any provision thereof.
10.4 CAPTIONS.
The captions contained herein are for convenience only and shall not control or
affect the meaning or construction hereof.
10.5 GOVERNING LAW.
The provisions of the Plan shall be construed and interpreted according to the
laws of the Commonwealth of Pennsylvania.
10.6 SUCCESSORS.
The provisions of the Plan shall bind and inure to the benefit of the Company,
its Selected Affiliates, and their respective successors and assigns. The term
successors as used herein shall include any corporate or other business entity
which shall, whether by merger, consolidation, purchase or otherwise, acquire
all or substantially all of the business and assets of the Company or a Selected
Affiliate and successors of any such Company or other business entity.
10.7 RIGHT TO CONTINUED SERVICE.
Nothing contained herein shall be construed to confer upon any Eligible Employee
the right to continue to serve as an Eligible Employee of the Employer or in any
other capacity.
EXECUTED THIS 1ST DAY OF JANUARY, 1996.
EQUITABLE RESOURCES, INC.
BY: GREGORY R. SPENCER
TITLE: VICE PRESIDENT, HUMAN RESOURCES AND ADMINISTRATION
EXHIBIT A
RE: SECTION 3.1 - DESCRIPTION OF ELIGIBLE EMPLOYEES
Date: January 1, 1996.
THE COMMITTEE HAS DETERMINED THAT THE FOLLOWING NAMED INDIVIDUALS OR GROUPS
OF PERSONS OR DESCRIPTIONS OF THE COMPONENTS OF COMPENSATION OF AN INDIVIDUAL
WHICH WOULD QUALIFY INDIVIDUALS WHICH ARE ELIGIBLE TO PARTICIPATE IN THE PLAN
AS ELIGIBLE EMPLOYEES:
Employees eligible to receive bonus payments under the Equitable
Resources Short-term Bonus Plan
EXHIBIT B
RE: SECTION 4.1 - AMOUNT OF DEFERRAL
--------------------------------
Dated: January 1, 1996
AS OF THE DATE ABOVE, AND EFFECTIVE UNTIL THIS EXHIBIT IS MODIFIED BY THE
COMMITTEE, THE TABLE BELOW INDICATES THE TYPES OF COMPENSATION WHICH ARE
ELIGIBLE FOR INCOME DEFERRAL AT THE ASSIGNED PERCENTAGES AS NOTED:
- ---------------------------------------------------------------
TYPE OF COMPENSATION MAXIMUM PERCENTAGE OTHER LIMITATIONS
THAT CAN BE DEFERRED
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Base Salary N/A Any amount over
IRS limit
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Bonus 100% In increments of
10% or the entire
amount of the
Bonus awarded in
excess of a stated
dollar amount.
- ---------------------------------------------------------------
EXHIBIT C
RE: SECTION 2.18 - INVESTMENT RETURN RATE
-------------------------------------
Date: January 1, 1996
The following indicate the investment account equivalents available as of the
date indicated that are used in determining the Investment Return Rate.
--------------------------------------------------
Account Name Effective Date
--------------------------------------------------
Equitable Resources Common 1/1/96
Stock Fund
--------------------------------------------------
--------------------------------------------------
Putnam Overseas Growth Fund 1/1/96
--------------------------------------------------
--------------------------------------------------
Putnam Voyager Fund 1/1/96
--------------------------------------------------
--------------------------------------------------
The Putnam Fund for Growth and 1/1/96
Income
--------------------------------------------------
--------------------------------------------------
The George Putnam Fund of 1/1/96
Boston
--------------------------------------------------
--------------------------------------------------
Putnam Income Fund 1/1/96
--------------------------------------------------
--------------------------------------------------
Putnam Stable Value Fund 1/1/96
--------------------------------------------------