Change in Status Contract Clauses (26)

Change in Status. (a)Notwithstanding Section 9 of the Plan, in the event that following a Change of Control that is not a Qualifying Change of Control, (i) Grantee's employment is terminated and such termination is a Qualifying Termination or (ii) Grantee resigns for Good Reason, in each case prior to the second anniversary of the effective date of the Change of Control, the Restricted Shares will vest. As a condition to the vesting of any Restricted Stock Units in connection with a Qualifying Termination pursuan...t to Section 4(a)(i) above, or Grantee's resignation for Good Reason pursuant to Section 4(a)(ii) above, Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of the Qualifying Termination or resignation, as applicable. Failure to satisfy this condition will result in forfeiture of such Restricted Shares. (b)Except as provided in Section 4(a) above, if Grantee's employment is terminated and such termination is a Qualifying Termination, the Restricted Shares will vest as follows (such percentage of Restricted Shares then vesting is defined as the "Pro Rata Amount"): Termination Date Percent VestingPrior to the first anniversary of the Grant Date 0%On or after the first anniversary of the Grant Date and prior to the second anniversary of the Grant Date 25%On or after the second anniversary of the Grant Date and prior to the third anniversary of the Grant Date 50%As a condition to the vesting of any Restricted Shares in connection with a Qualifying Termination pursuant to Section 4(b) above, Grantee will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of the Qualifying Termination. Failure to satisfy this condition will result in forfeiture of such Restricted Shares. Except as may be otherwise provided under any written employment-related agreement with Grantee, if any, in the event Grantee's employment terminates for any other reason, including retirement, at any time prior to the applicable Vesting Date, all of Grantee's Restricted Shares will immediately be forfeited without further consideration or any act or action by Grantee. Notwithstanding anything to the contrary in this Section 4, if Grantee's employment is terminated and such termination is voluntary (including retirement) or such termination is a Qualifying Termination and Grantee remains on the board of directors of the Company, EQT Midstream Services, LLC or EQT GP Services, LLC following such termination of employment, then Grantee's Restricted Shares shall not be forfeited but shall continue to vest in accordance with the above provisions for as long as Grantee remains on such board of directors, in which case any references herein to Grantee's employment shall be deemed to include his or her continued service on such board. Except as provided in Section 4(a), if Grantee's position within the Company or an Affiliate changes to a position which is not eligible for long-term incentive awards, as determined by the Company's Chief Human Resources Officer (or if Grantee is an executive officer of the Company, as determined by the Committee), all unvested Restricted Shares will immediately be forfeited without further consideration or any act or action by Grantee. View More