Letter Agreement, dated April 2, 2019, with Stephen M. Moore

April 2, 2019

Stephen M. Moore

14734 Bramblewood Drive

Houston, Texas 77079

Dear Stephen:

Please accept this letter as a personal invitation to join our team and an official offer of at-will employment as Senior Vice President and General Counsel of Equitrans Midstream Corporation (“Equitrans Midstream” or the “Company”) in our Canonsburg, Pennsylvania office, reporting to Tom Karam, President & Chief Executive Officer. Your election as Senior Vice President and General Counsel of Equitrans Midstream Corporation will take place following your acceptance of this offer and satisfaction of the conditions set forth below.

Please carefully review the following sections of this letter, as they delineate the conditions of our offer. This offer is contingent upon action by the Board of Directors of Equitrans Midstream approving your election to the position identified above and the terms of this letter, as well as the successful completion of a mandatory drug screen, background check, and our Director and Officer Questionnaire, and execution and delivery of the Confidentiality, Non-Solicitation and Non-Competition Agreement referenced below. If you have questions about these pre-employment evaluations, please contact Erin Morse at ###-###-####.

 

Your beginning base salary will be $14,423.08 paid bi-weekly. This is equivalent to approximately $375,000.00 annually. Future adjustments in base salary, if any, will be made by the Management Development and Compensation Committee of the Board of Directors (the “Compensation Committee”) in conjunction with its annual performance review process.

In addition to your base salary, Equitrans Midstream offers incentive compensation under a Short-term Incentive Plan (“STIP”). If you choose to participate in the STIP, your 2019 target will be 80% of your base salary; this is equivalent to $300,000.00.

To be eligible for the STIP, please execute the enclosed Alternative Dispute Resolution Program Agreement ("ADR Program Agreement").  Under ETRN's ADR Program, you and ETRN agree to submit Employment Disputes (as defined in the ADR Program) to final and binding arbitration.

This offer is conditioned upon you executing the enclosed Confidentiality, Non-Solicitation and Non-Competition Agreement (“Non-Compete Agreement”).

In order to provide employees with a way to maintain work/life balance, Equitrans Midstream has two work schedule options – a 9/80 work schedule and a traditional 8-hour day/5 days per week option. Under the 9/80 work schedule, during the standard 80-hour pay period employees work eight 9-hour days (Monday through Thursday) and one 8-hour day (Friday), with a tenth day off (alternate Friday).

Initially, you will work the traditional work schedule until you make a selection and discuss it with your supervisor. Detailed information on these work schedule options, holidays and vacation will be covered in orientation. You will have 31 days to make your schedule selection.

You will have the opportunity to participate in such group medical, dental, life and disability insurance plans, retirement and savings plans and other fringe benefit programs as are available generally to employees of the Company, and as may be amended from time-to-time.

As an Equitrans Midstream employee, the Company provides you with life insurance benefits equal to your annual base salary at no cost to you. Participants in the Equitrans Midstream Perquisites Program receive life insurance benefits equal to two times their annual base salary at no cost. No physical examination or completion of additional enrollment forms are required by you.

You will receive an annual stipend in the amount of $10,000, for financial planning services.

As an Equitrans Midstream employee, the Company provides you with disability benefits when you are unable to perform your current job for two years and then when you are unable to perform any job after that. In other words, if the insurance carrier can find gainful employment for you to offset the disability payment after two years, you would be required to accept the job or forfeit all or some of your benefit. Participants in the Equitrans Midstream Perquisites Program are given an exception to the two-year rule such that if you are unable to perform the job you held prior to becoming disabled, then you will not be required to accept another job.

You are eligible to receive an annual physical examination through the University of Pittsburgh Medical Center. The Company will pay the provider directly for your physical, up to $8,000.00.

If you have questions about the Equitrans Midstream Perquisites Program, contact Shelly Zerjav, Director of Total Rewards, at ###-###-#### or through email at ***@***.

Your annual vacation entitlement will be 200 hours, which will be prorated for the first year based upon full months worked. Additionally, Equitrans Midstream presently observes certain paid holidays.

This offer and your continued employment with Equitrans Midstream are contingent upon the following:

Please understand that employment with Equitrans Midstream is at-will, which means that either you or the Company can terminate the employment relationship at any time, with or without cause. This employment-at-will relationship cannot be changed except by a written agreement signed by an authorized officer of the Company.

If you have any questions regarding this offer, please contact me at ###-###-####. Should you accept, you must also complete and return the attached Non-Compete Agreement to me via email in the form of a .pdf at ***@***.

With your acceptance, you confirm that you are not currently bound by or subject to any confidentiality or non-competition agreement with a previous employer that you have not previously disclosed to us and, if in writing, provided a copy to us.

Equitrans Midstream's onboarding process is administered through an online application called Taleo Onboard. Once we receive your signed offer letter, you will receive an e-mail from Taleo Onboard with details to set up your username and password. Please log-on to Taleo Onboard immediately to complete your profile, post offer employment questionnaire, and background check release forms. Until these forms

have been completed, we cannot initiate your mandatory pre-employment assessments. If you experience any problems using Taleo Onboard, please contact Erin Morse at ###-###-####.

This offer expires three days from the date of this letter. If you have any additional questions, please feel free to contact me directly.

Sincerely,

/s/ Anne M. Naqi

Anne M. Naqi

Vice President & Chief Human Resources Officer

This letter is confidential, and its contents are intended solely for review by you and your counsel. You should not disclose, and you will advise your counsel not to disclose, this letter’s contents of the fact of its existence to any third party without prior written consent. You understand that action by the board of Equitrans Midstream to elect you as an officer may require a public announcement by the Company. Except as may be required by law or stock exchange rule, the disclosure of this offer and your acceptance, if any, to any third party other than your counsel and our representative subject to an appropriate confidentiality obligation, will be mutually agreed upon and coordinated.

Please return one copy of this letter with your signature indicating your acceptance or rejection of this offer, and the terms and conditions contained herein, to me. If you have any questions, please contact me directly.

Sincerely,

Anne M. Naqi

Vice President & Chief Human Resources Officer

I Accept / Reject (circle) the Company’s offer of employment and the terms and conditions set forth herein:

/s/ Stephen M. Moore                                    4/2/2019

Stephen M. Moore                                    Date