Plan and Company Information Contract Clauses (23)

Plan and Company Information. Grantee may access important information about the Company and the Plan through the Company's Knowledge Center and website. Copies of the Plan and Plan Prospectus can be found by logging into the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, and clicking on the "Stock Plans" tab and then "EQT Performance Awards" and "Plan Information and Documents." Copies of the Company's most recent Annual Report on Form 10-K and Proxy Statement can be found at www.eqt.com b...y clicking on the "Investors" link on the main page and then "SEC Filings." Paper copies of such documents are available upon request made to the Company's Corporate Secretary. EXHIBIT A Determination and Vesting of Performance Awards The target number of Performance Awards subject to this Award is described in the 2014 Value Driver Performance Award Agreement to which this Exhibit A is attached (the "Target Award"). Grantee may earn and vest in 0% to 300% of the Target Award, depending on (i) the Company's achievement of a minimum level of EBITDA for 2014, (ii) the Committee's determination of the Performance Multiplier, taking into consideration certain financial performance measures and value drivers and individual performance on value drivers, and (iii) Grantee's continued employment through the applicable Vesting Date(s), as follows: 1. Between December 31, 2014 and March 1, 2015 (i.e., on the Confirmation Date), the Committee shall determine and certify the Company's 2014 EBITDA and the Performance Multiplier applicable to this Award: •If 2014 EBITDA is less than the Company's 2014 business plan EBITDA (excluding the portion of the Company's 2014 business plan EBITDA attributable to the Company's Distribution segment), the Performance Multiplier shall be 0% and the entire Award will be forfeited without further consideration or any act or action by Grantee. •If 2014 EBITDA is equal to the Company's 2014 business plan EBITDA (excluding the portion of the Company's 2014 business plan EBITDA attributable to the Company's Distribution segment) or above, the Performance Multiplier will be 300%, subject to the Committee's discretion to determine that a lower Performance Multiplier shall apply to this Award. In exercising such discretion, the Committee shall consider and be guided by the following considerations: (i) the financial performance measures and value drivers of the applicable short-term incentive program of the Company for calendar year 2014, and (ii) if desired, Grantee's individual performance on his or her 2014 value drivers. Notwithstanding its certification of the Performance Multiplier on the Confirmation Date, the Committee may further reduce the Performance Multiplier at any time prior to December 31, 2015 in the event that any of the value driver results used to originally determine the Performance Multiplier are determined to be materially inaccurate, regardless of whether misconduct of any person was involved or whether the inaccuracy leads to a restatement of financial results. The Committee may choose not to reduce the Performance Multiplier based on the facts and circumstances or legal constraints. View More