EQT EQT Corporation

EQT Corporation 2020 Long-Term Incentive Plan

At the Annual Meeting of Shareholders of EQT Corporation (the “Company”) held on May 1, 2020 (the “Annual Meeting”), shareholders of the Company approved the EQT Corporation 2020 Long-Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP is a long-term incentive plan pursuant to which awards may be granted to employees, including executive officers, consultants, and non-employee directors of the Company and its affiliates, including options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other awards. The 2020 LTIP was adopted principally to serve as a successor plan to the EQT Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP”), and to increase the number of shares of Company common stock reserved for equity-based awards by 7,200,000 shares (in addition to the share reserve amount that remained available under the 2019 LTIP immediately prior to the adoption of the 2020 LTIP). No awards may be granted under the 2020 LTIP after the Company’s annual meeting of shareholders in 2030. It is not possible to determine specific amounts and types of awards that may be granted to eligible participants under the 2020 LTIP subsequent to the Annual Meeting because the grant and payment of such awards is subject to the discretion of the Management Development and Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”). The summary of the 2020 LTIP is qualified in its entirety by reference to the full text of the 2020 LTIP, which is filed as Exhibit 99.1 to the registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission on May 1, 2020 and incorporated herein by reference.

EQT Corporation 2020 Short-Term Incentive Plan

On April 30, 2020, the Compensation Committee approved the EQT Corporation 2020 Short-Term Incentive Plan (the “2020 STIP”), to provide the terms of annual bonus opportunities to be granted to the Company’s executive officers and other participating employees. The purposes of the 2020 STIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s executives and other employees with those of the Company’s shareholders and with the strategic objectives of the Company.

The 2020 STIP provides the Company’s executive officers and other participating employees with an opportunity to earn cash incentive compensation based upon the achievement of performance goals over a specified performance period. All of the Company’s executive officers and certain other employees designated as eligible employees from time to time are eligible to participate in the 2020 STIP. The factors on which awards under the 2020 STIP will be granted for service in calendar year 2020, payable in 2021, include: (i) adjusted well cost per foot; (ii) adjusted free cash flow; (iii) adjusted gross selling, general and administrative operating expenses; (iv) operating expenses and development costs; and (v) total recordable injury rate. Payment of incentive awards under the 2020 STIP is dependent upon achievement of the performance goals, however the Compensation Committee retains the discretion to increase, reduce or eliminate any incentive award that becomes payable under the 2020 STIP.

Incentive awards under the 2020 STIP are paid in cash within two and one half months following the end of calendar year 2020 and after the Compensation Committee has determined and certified the level of performance achieved and the incentive awards earned. The Compensation Committee may, in its discretion, determine to satisfy an obligation for all or any part of an incentive award by issuing shares of the Company’s common stock equal in value to the cash payment otherwise due. Such shares, if any, would be issued under the 2020 LTIP or other source as determined by the Compensation Committee, in its discretion, or any successor plan.

In the event of a change of control of the Company, as defined under the 2020 LTIP or its successor, the period for which performance is measured will automatically end on the date of the change of control and the performance goals will be deemed to have been achieved for the pro-rata portion of the performance period that elapsed through the date of the change of control at target levels. In such event, incentive awards are paid to participants on a pro-rata basis within the time period specified above, subject to the Compensation Committee’s overall discretion.

The foregoing description of the 2020 STIP does not purport to be complete and is qualified in its entirety by reference to the form of EQT Corporation short-term incentive plan, which is filed as Exhibit 10.1 to this Form 8-K.