EQT Corp (Form: S-8, Received: 04/22/2019 06:32:41)

As filed with the Securities and Exchange Commission on April 22, 2019.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQT CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		25-0464690
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

625 Liberty Avenue, Suite 1700
Pittsburgh, PA		15222
(Address of principal executive offices)		(Zip Code)

EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019

EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019

EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019

EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019

(Full title of the plan)

Jonathan M. Lushko

General Counsel and Senior Vice President, Government Affairs

625 Liberty Avenue, Suite 1700

Pittsburgh, PA 15222

(Name and address of agent for service)

(412) 553-5700

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered		Proposed maximum offering price per share			Proposed maximum aggregate offering price			Amount of registration fee
Common Stock, no par value	550,000	(1)(2)	$	20.87	(3)	$	11,478,500	(3)	$	1,391.19

(1) Represents 110,100 shares of common stock, no par value (Common Stock), of EQT Corporation (EQT) issuable pursuant to the EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019 (the Option Inducement Award), 61,160 shares of Common Stock issuable pursuant to the EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019 (the PSU Inducement Award), 30,580 shares of Common Stock issuable pursuant to the EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019 (the Restricted Stock Inducement Award (Cliff Vesting)), and 190,810 shares of Common Stock issuable pursuant to the EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019 (the Restricted Stock Inducement Award (Ratable Vesting) and, together with the Option Inducement Award, the PSU Inducement Award and the Restricted Stock Inducement Award (Cliff Vesting), the Inducement Awards). The foregoing amounts include shares of Common Stock that may be issuable pursuant to the dividend reinvestment provisions of the Inducement Awards.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement on Form S-8 (this Registration Statement) also covers any additional shares of Common Stock that may become issuable pursuant to the anti-dilution provisions of the Inducement Awards.

(3) Estimated solely for the purposes of calculating the amount of the registration fee in accordance with Rule 457(c) and 457(h) of the Securities Act on the basis of the average of the high and low sale prices for the shares of EQT’s Common Stock on April 18, 2019 as reported on the New York Stock Exchange.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this Registration Statement) is being filed by EQT Corporation (EQT) for the purpose of registering 550,000 shares of EQT’s common stock, no par value (Common Stock), that may be issued pursuant to the EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019, and the EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019 (collectively, the Inducement Awards). The Inducement Awards were granted outside of EQT’s incentive award plans as “employment inducement grants” under New York Stock Exchange Listing Rule 303A.08.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required by Part I of this Registration Statement will be sent or given to employees of EQT as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the Securities Act). Such documents are not required to be (and are not) filed with the Securities and Exchange Commission (the Commission) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

EQT will provide, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this Registration Statement, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit into this Registration Statement. You should direct requests for documents to:

EQT Corporation

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

Attention: Jonathan M.Lushko

General Counsel and

Senior Vice President, Government Affairs

Telephone: (412) 553-5700

In this Registration Statement, “EQT”, “we,” “our” and “us” refer to EQT Corporation.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

We incorporate by reference into this Registration Statement the documents listed below. We also incorporate by reference into this Registration Statement, from the date of filing of such documents, all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

(a) EQT’s Annual Report on Form 10-K for the year ended December 31, 2018 (filed on February 14, 2019);

(b) EQT’s Current Report on Form 8-K (filed on March 7, 2019); and

(c) EQT’s description of its common stock set forth in our registration statement filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

EQT is incorporated under the laws of the Commonwealth of Pennsylvania.

Under Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the PBCL), a business corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer or representative of the corporation, or is or was serving at the request of the corporation as a director, officer or representative of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of a threatened, pending or completed action or proceeding by or in the right of the corporation, such indemnification only covers expenses and excludes judgments and amounts paid in settlement with respect to such action or proceeding, and no indemnification can be made for expenses if such person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper.

In addition, PBCL Section 1744 provides that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct. Such determination shall be made:

(1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;

(2) if such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(3) by the shareholders.

Notwithstanding the above, PBCL Section 1743 provides that to the extent that a director, officer or representative of a business corporation is successful on the merits or otherwise in defense of any action or proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified

against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Further, PBCL Section 1745 provides that expenses (including attorneys’ fees) incurred by an officer, director or representative of a business corporation in defending any such action or proceeding may be paid by the corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of such officer, director or representative to repay the amount advanced if it is ultimately determined that the indemnitee is not entitled to be indemnified by the corporation.

Also, PBCL Section 1746 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, and that indemnification may be granted under any bylaw, agreement, vote of shareholders or directors or otherwise for any action taken or any failure to take any action and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation; provided, however, that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Article IV of our by-laws (the Bylaws) provides that our directors or officers shall be indemnified as of right to the fullest extent not prohibited by law in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other proceeding (whether brought by or in the right of the corporation or otherwise) arising out of their service to EQT or to another corporation or other enterprise at EQT’s request.

PBCL Section 1747 permits a business corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer or representative of the corporation, or is or was serving at the request of the corporation as a director, officer or representative of another corporation or other enterprise, against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions described above.

Article IV of the our by-laws provides that we may purchase and maintain insurance to protect EQT and its directors, officers or representatives against any liability asserted against such person and incurred by such person in respect of the service of such person, whether or not we would have the power to indemnify such person against such liability by law or under the provisions of Article IV.

EQT maintains directors’ and officers’ liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities Act, which they may incur in connection with their serving as such. Under this insurance, EQT may receive reimbursement for amounts as to which the directors and officers are indemnified by EQT under the bylaw indemnification provisions described above. Such insurance also provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may not be covered by the bylaw indemnification provisions described above.

As permitted by PBCL Section 1713, our restated articles of incorporation and our by-laws provide that no director shall be personally liable for monetary damages as such for any action taken, or failure to take any action, unless the director has breached or failed to perform the duties of his office under Subchapter B—“Fiduciary Duty” of Chapter 17 of the PBCL and such director’s breach of duty or failure to perform constituted self-dealing, willful misconduct or recklessness. The PBCL states that this exculpation from liability does not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to federal, state or local law. It is uncertain whether this provision will control with respect to liabilities imposed upon directors by federal law, including federal securities laws. PBCL Section 1715(d) creates a presumption, subject to exceptions, that a director acted in the best interests of the corporation. PBCL Section 1712, in defining the standard of care a director owes to the corporation, provides that a director stands in a fiduciary relation to the corporation and must perform his duties as a director or as a member of any committee of the board of

directors in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

We also have indemnification agreements with all our executive officers and directors (collectively, indemnitees). These agreements provide that the indemnitees will be protected as promised in our by-laws (regardless of, among other things, any amendment to or revocation of our by-laws or any change in the composition of our board of directors or an acquisition transaction relating to us) and advanced expenses to the fullest extent of the law and as set forth in the indemnification agreements. These agreements also provide, to the extent insurance is maintained, for the continued coverage of the indemnitees under our director and officer insurance policies. The indemnification agreements, among other things and subject to certain limitations, indemnify and hold harmless the indemnitees against any and all reasonable expenses, including fees and expenses of counsel, and any and all liability and loss, including judgments, fines, ERISA, excise taxes or penalties and amounts paid or to be paid in settlement, incurred or paid by the indemnitees in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether or not by or in the right of the corporation or otherwise, in which the indemnitees are, were or at any time become parties, or are threatened to be made parties or are involved by reason of the fact that the indemnitees are or were our directors or officers or are or were serving at our request as directors, officers, employees, trustees or representatives of another corporation or enterprise.

The foregoing is only a general summary of certain aspects of the PBCL, our restated articles of incorporation and our by-laws dealing with indemnification of directors and officers and does not purport to be complete.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 6.01 of Regulation S-K).

Exhibit Number		Description
4.1		Restated Articles of Incorporation of EQT Corporation (amended through November 13, 2017), incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017
4.2		Amended and Restated Bylaws of EQT Corporation (amended through November 13, 2017), incorporated herein by reference to Exhibit 3.3 to Form 8-K (#001-3551) filed on November 14, 2017
4.3*		EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019
4.4*		EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019
4.5*		EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019
4.6*		EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019
5.1*		Opinion of Reed Smith LLP
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for EQT Corporation
23.2*		Consent of Ryder Scott Company, L.P.
23.3*		Consent of Reed Smith LLP (included in Exhibit 5.1)
24.1*		Powers of Attorney (included in the signature page of this Registration Statement)

* Filed herewith

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided , however , that the undertakings set forth paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on April 22, 2019.

	EQT CORPORATION


	By:	/s/ Jimmi Sue Smith
		Name: Jimmi Sue Smith
		Title: Senior Vice President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Robert J. McNally, Jimmi Sue Smith, and Jonathan M. Lushko, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on or before April 22, 2019.

Signature	Title	Date

/s/ Robert J. McNally	President, Chief Executive Officer and	April 22, 2019
Robert J. McNally	Director (Principal Executive Officer)

/s/ Jimmi Sue Smith	Senior Vice President and Chief Financial Officer	April 22, 2019
Jimmi Sue Smith	(Principal Financial Officer)

/s/ Jeffery C. Mitchell	Vice President and Principal Accounting Officer	April 22, 2019
Jeffery C. Mitchell

/s/ Philip G. Behrman	Director	April 22, 2019
Philip G. Behrman

/s/ A. Bray Cary, Jr.	Director	April 22, 2019
A. Bray Cary, Jr.

/s/ Christina A. Cassotis	Director	April 22, 2019
Christina A. Cassotis

/s/ William M. Lambert	Director	April 22, 2019
William M. Lambert

/s/ Gerald F. MacCleary	Director	April 22, 2019
Gerald F. MacCleary

/s/ Anita M. Powers	Director	April 22, 2019
Anita M. Powers

/s/ Daniel J. Rice IV	Director	April 22, 2019
Daniel J. Rice IV

/s/ James E. Rohr	Chairman	April 22, 2019
James E. Rohr

/s/ Stephen A. Thorington	Director	April 22, 2019
Stephen A. Thorington

/s/ Lee T. Todd, Jr.	Director	April 22, 2019
Lee T. Todd, Jr.

/s/ Christine J. Toretti	Director	April 22, 2019
Christine J. Toretti

EXHIBIT 4.3

PARTICIPANT AWARD AGREEMENT

(Stock Option Inducement Award Agreement)

April 22, 2019

Dear Gary E. Gould:

The Management Development and Compensation Committee (“Committee”) of the Board of Directors (“Board”) of EQT Corporation (the “Company”) has granted you Non-Qualified Stock Options (the “Options”) to purchase shares of the Company’s common stock as outlined below. Although the Options are granted under the “employment inducement award” exception of Section 303A.08 of the New York Stock Exchange Listed Company Manual and not under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), the Options shall be administered in accordance with all terms and conditions of the Plan that apply to Non-Qualified Stock Options (other than Section 4 thereof), which are incorporated into and made a part of this Participant Award Agreement, to the same extent as if the Options had been granted under the Plan and shall be treated for all purposes under any written employment-related agreement with Grantee as if such Options had been granted under the Plan.

Options Granted: 110,100

Grant Date: April 22, 2019

Exercise Price per Share: $20.44

Expiration Date: April 22, 2029 (Options may not be exercised on or after this date)

Vesting Schedule: 100% on April 22, 2022

Notwithstanding Section 9 of the Plan, in the event of a Change of Control (as defined in the Plan), the following shall be the applicable vesting provisions:

(i) if (a) your grant of Options is assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (b) the Company is the surviving entity of the Change of Control, and (1) your employment is terminated without Cause (as defined below), including termination resulting from death or Disability (as defined in the Plan), or (2) you resign for Good Reason (as defined below), in each case prior to the second anniversary of the effective date of the Change of Control, all unvested Options will vest immediately upon such termination or resignation; and

(ii) if (a) your grant of Options is not assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) and (b) the Company is not the surviving entity of the Change of Control, all unvested Options will vest immediately upon such Change of Control.

As a condition to the vesting of any Options in connection with a termination of your employment described in subsection (i)(b)(1) or subsection (i)(b)(2) above, you (or your estate or beneficiary) will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of such termination. Until this condition is satisfied, you will not be permitted to exercise such Options, and failure to satisfy this condition will result in forfeiture of such Options.

Upon termination of your employment for Cause, all unvested Options and any unexercised vested Options shall be forfeited immediately. Upon termination of your employment for any other reason, whether voluntarily (including retirement) or involuntarily, prior to April 22, 2022, all unvested Options shall be forfeited immediately, except: (i) as provided above in connection with a Change of Control; (ii) as provided below in connection with your service on the board of directors of the Company or any Affiliate whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market; (iii) as provided in accordance with any written employment-related agreement that you have with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement); (iv) if your termination is due to your death, 100% of the Options will vest, or (v) if your termination is due to any other Qualifying Termination (as defined below), the unvested Options will vest as follows:

Termination Date	Percent Vested
Prior to April 22, 2020	0	%
On or after April 22, 2020 and prior to April 22, 2021	25	%
On or after April 22, 2021 and prior to April 22, 2022	50	%

As a condition to the vesting of any Options in connection with a Qualifying Termination pursuant to clause (iv) or (v) of the preceding sentence, you (or your estate or beneficiary) will be required to execute and not revoke a full release of claims in a form acceptable to the Company within 30 days of your Qualifying Termination. Until this condition is satisfied, you will not be permitted to exercise such Options, and failure to satisfy this condition will result in forfeiture of such Options.

Upon a voluntary or involuntary termination of your employment for any reason other than Cause, any unexercised vested Options held on the date of termination shall remain exercisable for the remaining original term of the Options (except in the event of your death or Disability, in which case the post termination exercise period will be one year after termination of employment). Notwithstanding anything to the contrary in this Participant Award Agreement, if your employment is terminated voluntarily (including retirement) or your employment is terminated involuntarily without Cause and you remain on the board of directors of the Company or any Affiliate whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, then your Options shall not be forfeited but shall continue to vest in accordance with the above provisions for as long as you remain on such board of directors, in which case any references herein to your employment shall be deemed to include your continued service on such board.

Solely for purposes of this Participant Award Agreement, “Cause” shall mean: (i) your conviction of a felony, a crime of moral turpitude or fraud or your having committed fraud, misappropriation or embezzlement in connection with the performance of your duties; (ii) your willful and repeated failures to substantially perform assigned duties; or (iii) your violation of any provision of a written employment-related agreement between you and the Company or express significant policies of the Company. If the Company terminates your employment for Cause, the Company shall give you written notice setting forth the reason for your termination not later than 30 days after such termination.

Solely for purposes of this Participant Award Agreement, “Good Reason” shall mean your resignation within 90 days after (but in all cases prior to the second anniversary of a Change of Control): (i) a reduction in your base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in your annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in your job responsibilities, duties or authority; (iv) a change in the geographic location of your primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Participant Award Agreement.

A termination by you shall not constitute termination for Good Reason unless you first deliver to the General Counsel of the Company written notice: (i) stating that you intend to resign for Good Reason pursuant to this Participant Award Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by you. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

Solely for purposes of this Participant Award Agreement, “Qualifying Termination” shall mean the involuntary termination by the Company (or, as applicable, its successor) of your employment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) a position elimination because of a reorganization or lack of work or (iii) your death or Disability.

The exercise price and tax withholding obligations with respect to the Options shall be satisfied by (i) the Company withholding shares that would otherwise be issued upon exercise of the award having a Fair Market Value (as defined in the Plan) equal to the amount needed to pay your exercise price and satisfy the required tax withholding obligations or (ii) if hereinafter approved and directed by the Committee, a payment of cash to the Company equal to the amount needed to pay your exercise price and satisfy the minimum required statutory tax withholding obligations.

In the event of any actual or alleged conflict between (i) the provisions of the Plan and the provisions of this Participant Award Agreement, the provisions of the Plan shall be controlling and determinative, or (ii) the provisions of this Participant Award Agreement and the terms of any written employment-related agreement that you have with the Company, the terms of such employment-related agreement shall be controlling and determinative. The Options, including any shares acquired by you upon exercise of the Options and any cash or other benefit acquired upon the sale of stock acquired through exercise of the Options, shall be subject to the terms and conditions of any compensation recoupment policy adopted from time to time by the Board or any committee of the Board, to the extent such policy is applicable to the Options. Any dispute regarding the payment of benefits under this Participant Award Agreement or the Plan shall be resolved in accordance with the EQT Corporation Long-Term Incentive Dispute Resolution Procedures as in effect at the time of such dispute. A copy of such procedures is available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.

generally delivered to the Company’s shareholders can be found at www.eqt.com by 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.

Your grant of Options under this Participant Award Agreement shall not be effective unless, no later than forty-five (45) days following the grant date, (i) you accept your grant through the Fidelity NetBenefits website (ii) to the extent you are not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, you execute a confidentiality, non-solicitation and non-competition agreement acceptable to the Company, and (iii) if the Company has requested that you sign an amendment to your existing confidentiality, non-solicitation and non-competition agreement with the Company, you execute the requested amendment. When you accept your grant through the Fidelity NetBenefits website, you shall be deemed to have (i) acknowledged receipt of the Options granted on the date shown above (the terms of which are subject to the terms and conditions of this Participant Award Agreement and the Plan) and a copy of this Participant Award Agreement and the Plan and (ii) agreed to be bound by all provisions of this Participant Award Agreement and the Plan.

EXHIBIT 4.4

PARTICIPANT AWARD AGREEMENT

(2019 Incentive PSU Program Inducement Award)

April 22, 2019

Dear Gary E. Gould:

Effective April 22, 2019, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors of EQT Corporation (the “Company”) grants you 61,160 Target Performance Share Units (the “Award”), the value of which is determined by reference to the Company’s common stock. Although the Award is granted under the “employment inducement award” exception of Section 303A.08 of the New York Stock Exchange Listed Company Manual and not under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”) or the 2019 Incentive Performance Share Unit Program (the “Program”), the Award shall be administered in accordance with all terms and conditions of the Plan that apply to restricted stock units (other than Section 4 thereof) and the Program, which are incorporated into and made a part of this Participant Award Agreement, to the same extent as if the Award had been granted under the Plan and the Program and shall be treated for all purposes under any written employment-related agreement with Grantee as if such Award had been granted under the Plan and the Program. Without limiting the generality of the foregoing, the terms and conditions of the Award, including, without limitation, vesting and distribution, shall be governed by the provisions of this Participant Award Agreement and the Program document attached hereto as Exhibit A ; provided that the Award is also subject to the terms and limits included within the Plan. As approved, the Award will be settled in shares of Company common stock; however, the Committee retains the discretion to settle the Award in cash, Company stock or any combination thereof.

In the event of any actual or alleged conflict between (a) the provisions of the Plan and the provisions of this Participant Award Agreement, the provisions of the Plan shall be controlling and determinative, and (b) the provisions of this Participant Award Agreement and the terms of any written employment-related agreement that you have with the Company (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), the terms of such employment-related agreement shall be controlling and determinative.

You may access important information about the Company and the Plan through the Company’s 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 following the prompts for your Plan documents. Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to the Company’s shareholders can be found at www.eqt.com by 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.

Your Award under the Program will be effective only if, no later than 45 days after the date of this Participant Award Agreement, (a) you accept your Award through the Fidelity NetBenefits website, (b) to the extent you are not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, you execute a confidentiality, non-solicitation and non-competition agreement acceptable to the Company, and (c) if the Company has requested that you sign an amendment to your existing confidentiality, non-solicitation and non-competition agreement with the Company, you execute the requested amendment.

When you accept your Award through the Fidelity NetBenefits website, you shall be deemed to have (a) acknowledged receipt of this Award granted on the date of this Participant Award Agreement (the terms of which are subject to the terms and conditions of this Participant Award Agreement, the Program document and the Plan) and copies of this Participant Award Agreement, the Program document and the Plan, and (b) agreed to be bound by all the provisions of this Participant Award Agreement, the Program document and the Plan.

EXHIBIT 4.5

EQT CORPORATION

2019 RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT (CLIFF VESTING)

Non-transferable

GRANT TO

	Gary E. Gould
	(“Grantee”)

	DATE OF GRANT:	April 22, 2019
		(“Grant Date”)

by EQT Corporation (the “Company”) of 30,580 restricted shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the “employment inducement award” exception of Section 303A.08 of the New York Stock Exchange Listed Company Manual, and the terms and conditions set forth in this award agreement (this “Agreement”). Although such restricted shares are not granted under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), such restricted shares shall be administered in accordance with all terms and conditions of the Plan that apply to restricted shares (other than Section 4 thereof), which are incorporated into and made a part of this Agreement, to the same extent as if such restricted shares had been granted under the Plan and shall be treated for all purposes under any written employment-related agreement with Grantee as if such restricted shares had been granted under the Plan.

The grant of restricted stock under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i) Grantee accepts the restricted shares through the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com, (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreement acceptable to the Company, and (iii) if the Company has requested that Grantee sign an amendment to Grantee’s existing confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes the requested amendment.

When Grantee accepts the restricted shares awarded under this Agreement through the Fidelity NetBenefits website, Grantee shall be deemed to have (i) acknowledged receipt of the restricted shares granted on the Grant Date (the terms of which are subject to the terms and conditions of this Agreement and the Plan) and copies of this Agreement and the Plan, and (ii) agreed to be bound by all the provisions of this Agreement and the Plan.

TERMS AND CONDITIONS

1. Defined Terms . Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan. In addition, and notwithstanding any contrary definition in the Plan, for purposes of this Agreement:

(a) “Cause” means: (i) Grantee’s conviction of a felony, a crime of moral turpitude or fraud or Grantee’s having committed fraud, misappropriation or embezzlement in connection with the

performance of Grantee’s duties; (ii) Grantee’s willful and repeated failures to substantially perform assigned duties; or (iii) Grantee’s violation of any provision of a written employment-related agreement between Grantee and the Company or express significant policies of the Company. If the Company terminates Grantee’s employment for Cause, the Company shall give Grantee written notice setting forth the reason for Grantee’s termination not later than 30 days after such termination.

(b) “Good Reason” means Grantee’s resignation within 90 days after: (i) a reduction in Grantee’s base salary of 10% or more (unless the reduction is applicable to all similarly situated employees); (ii) a reduction in Grantee’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situated employees); (iii) a significant diminution in Grantee’s job responsibilities, duties or authority; (iv) a change in the geographic location of Grantee’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of this Agreement.

A termination by Grantee shall not constitute termination for Good Reason unless Grantee first delivers to the General Counsel of the Company written notice: (i) stating that Grantee intends to resign for Good Reason pursuant to this Agreement; and (ii) setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which notice must be given no later than 90 days after the initial occurrence of such event). The Company shall have a reasonable period of time (not less than 30 days) to take action to correct, rescind or substantially reverse the occurrence supporting termination for Good Reason as identified by Grantee. Failure by the Company to act or respond to the written notice shall not be deemed to be an admission that Good Reason exists.

(d) “Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted Shares are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.

(e) “Qualifying Termination” means the involuntary termination by the Company (or, as applicable, its successor) of Grantee’s employment as a result of (i) the sale, consolidation or full or partial shutdown of a facility, department or business unit; (ii) a position elimination because of a reorganization or lack of work; or (iii) Grantee’s death or Disability.

(f) “Restricted Period” means the period prior to the Vesting Date when the Restricted Shares are subject to the restrictions imposed under Section 2.

(g) “Restricted Shares” means, collectively, the original number of restricted shares awarded to Grantee on the Grant Date as designated in the first paragraph of this Agreement, together with any additional restricted shares accumulated from dividends or other distributions in accordance with Section 6 of this Agreement, that are subject to the restrictions imposed under Section 2 below that have not then expired or terminated.

(h) “Vesting Date” is defined in Section 3 of this Agreement.

2. Restrictions . Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s Common Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Common Stock of the Company.

3. Vesting of Restricted Shares . Except as may be otherwise provided below or under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement), if any, the Restricted Shares will vest and become non-forfeitable (and the restrictions imposed on the Restricted Shares under Section 2 will expire) on the earliest to occur of the following (the “Vesting Date”):

(a) as to 100% of the Restricted Shares, on the third anniversary of the Grant Date, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or

(b) as to 100% of the Restricted Shares, upon the occurrence of a Qualifying Change of Control, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date, or

(c) as to 100% of the Restricted Shares, upon (i) the termination of Grantee’s employment under the circumstances described in clause (i) under Section 4(a) below, (ii) Grantee’s qualifying resignation under the circumstances described in clause (ii) under Section 4(a) below, or (iii) Grantee’s death; or

(d) as to the Pro Rata Amount only, upon termination of Grantee’s employment under the circumstances described in Section 4(b)(ii) below.

4. 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 without Cause 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 pursuant to Section 4(a) 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 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, (i) if Grantee’s employment is terminated due to Grantee’s death, 100% of the Restricted Shares will vest and (ii) if Grantee’s termination is due to any other 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 Vesting
Prior 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 (or Grantee’s estate or beneficiary) 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 voluntarily (including retirement) or such termination is a Qualifying Termination and, in each case, Grantee remains on the board of directors of the Company or an Affiliate whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, 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.

5. Delivery of Shares . The Restricted Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Agreement between the registered owner of the shares represented hereby and EQT Corporation. Release from such terms and conditions shall be made only in accordance with the provisions of such Award Agreement, copies of which are on file in the offices of EQT Corporation.” Stock certificates for the shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Restricted Shares.

6. Dividends and Distributions . If the Restricted Shares are outstanding on the record date for dividends or other distributions with respect to the Company’s Common Stock, any such dividends or distributions paid with respect to such shares during the Restricted Period shall be invested in additional shares of common stock and added to the original shares. Any additional restricted shares pursuant to this Section 6 shall be subject to the same time-vesting conditions and transfer restrictions as apply to the Restricted Shares with respect to which they relate.

7. Voting Rights . Grantee shall be entitled to vote the Restricted Shares.

8. Payment of Taxes . The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold, or require Grantee to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Grantee’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of this award. With respect to withholding required upon any taxable event arising as a result of this award, the employer shall satisfy the tax withholding required by withholding shares of Common Stock having a Fair Market Value as of the date that the amount of tax to be withheld is to be determined equal to the amount of tax required to be withheld. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

9. Plan Controls . This Agreement and Grantee’s rights hereunder are subject to all the terms and conditions of the Plan and such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary or advisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement with Grantee effective on or prior to the Grant Date shall be decided in favor of the provisions of such employment-related agreement.

10. Recoupment Policy . The award of Restricted Shares and any amounts paid to Grantee hereunder, and any cash or other benefit acquired on the sale of shares of Common Stock distributed hereunder, shall be subject to the terms and conditions of any compensation recoupment policy adopted from time to time by the Company’s board of directors or any committee of such board, to the extent such policy is applicable to Grantee and the Restricted Shares.

11. Relationship to Other Benefits . The Restricted Shares shall not affect the calculation of benefits under the Company’s or its Affiliates’ qualified retirement plans or any other retirement, compensation or benefit plan or program of the Company or its Affiliates, except to the extent specifically provided in such other plan or program. Nothing herein shall prevent the Company or its Affiliates from maintaining additional compensation plans and arrangements.

12. Amendment . Subject to the terms of the Plan, this Agreement may be modified or amended by the Committee; provided that no such amendment shall materially and adversely affect the rights of Grantee hereunder without the consent of Grantee. Notwithstanding the foregoing, Grantee hereby expressly agrees to any amendment to the Plan and this Agreement to the extent necessary to comply with applicable law or changes to applicable law (including, but not limited to, Code Section 409A) and related regulations or other guidance and federal securities laws.

13. Successor . All obligations of the Company under the Plan and this Agreement, with respect to the Restricted Shares, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

14. Applicable Law . This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.

15. Notice . Except as may be otherwise provided by the Plan or determined by the Committee and communicated to Grantee, notices and communications hereunder must be in writing and shall be deemed sufficiently given if either hand-delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received five business days after mailed, but in no event later than the date of actual receipt. Notices shall be directed, if to Grantee, at Grantee’s address indicated by the Company’s records or, if to the Company, at the Company’s principal executive office, Attention: Corporate Director, Compensation and Benefits.

16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved in accordance with the EQT Corporation Long-Term Incentive Dispute Resolution

Procedures as in effect at the time of such dispute. A copy of such procedures is available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.

17. Tax Consequences to Grantee. It is intended that: (i) until the applicable Vesting Date occurs, Grantee’s right to payment for an award under this Agreement shall be considered to be subject to a substantial risk of forfeiture in accordance with those terms as defined or referenced in Sections 83(a), 409A and 3121(v)(2) of the Code; and (ii) until the award vests on the applicable Vesting Date, Grantee shall have merely an unfunded, unsecured promise to receive such award.

18. Plan and Company Information . Grantee may access important information about the Company and the Plan through the Company’s 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 following the prompts to the Plan documents. Copies of the Company’s most recent Annual Report on Form 10-K, Proxy Statement and other information generally delivered to the Company’s shareholders can be found at www.eqt.com by 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 4.6

EQT CORPORATION

2019 RESTRICTED STOCK INDUCEMENT AWARD AGREEMENT (RATABLE VESTING)

Non-transferable

GRANT TO

	Gary E. Gould
	(“Grantee”)

	DATE OF GRANT:	April 22, 2019
		(“Grant Date”)

by EQT Corporation (the “Company”) of 190,810 restricted shares of the Company’s common stock (the “Common Stock”), pursuant to and subject to the “employment inducement award” exception of Section 303A.08 of the New York Stock Exchange Listed Company Manual, and the terms and conditions set forth in this award agreement (this “Agreement”). Although such restricted shares are not granted under the EQT Corporation 2014 Long-Term Incentive Plan (as amended from time to time, the “Plan”), such restricted shares shall be administered in accordance with all terms and conditions of the Plan that apply to restricted shares (other than Section 4 thereof), which are incorporated into and made a part of this Agreement, to the same extent as if such restricted shares had been granted under the Plan and shall be treated for all purposes under any written employment-related agreement with Grantee as if such restricted shares had been granted under the Plan.

The grant of restricted stock under this Agreement shall not be effective unless, no later than 45 days after the Grant Date, (i) Grantee accepts the restricted shares through the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com and (ii) to the extent Grantee is not already subject to a confidentiality, non-solicitation and non-competition agreement with the Company, Grantee executes a confidentiality, non-solicitation and non-competition agreement acceptable to the Company.

TERMS AND CONDITIONS

(a) “Cause” means: (i) Grantee’s conviction of a felony, a crime of moral turpitude or fraud or Grantee’s having committed fraud, misappropriation or embezzlement in connection with the performance of Grantee’s duties; (ii) Grantee’s willful and repeated failures to substantially perform assigned duties; or (iii) Grantee’s violation of any provision of a written employment-related agreement between Grantee and the Company or express significant policies of the Company. If the Company terminates Grantee’s employment for Cause, the Company shall give

Grantee written notice setting forth the reason for Grantee’s termination not later than 30 days after such termination.

(b) “Qualifying Change of Control” means a Change of Control (as then defined in the Plan) unless (i) Grantee’s Restricted Shares are assumed by the surviving entity of the Change of Control (or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee) or (ii) the Company is the surviving entity of the Change of Control.

(c) “Restricted Period” means the period prior to the Vesting Date when the Restricted Shares are subject to the restrictions imposed under Section 2.

(d) “Restricted Shares” means, collectively, the original number of restricted shares awarded to Grantee on the Grant Date as designated in the first paragraph of this Agreement, together with any additional restricted shares accumulated from dividends or other distributions in accordance with Section 6 of this Agreement, that are subject to the restrictions imposed under Section 2 below that have not then expired or terminated.

(e) “Vesting Date” is defined in Section 3 of this Agreement.

(a) as to one-third (1/3) of the Restricted Shares, on each of the first, second and third anniversaries of the Grant Date, provided, in each case, the Grantee has continued in the employment of the Company and/or its Affiliates through such date, or

(c) as to 100% of the Restricted Shares, upon (i) the involuntary termination of Grantee’s employment by the Company or its Affiliates for any reason other than Cause or (ii) Grantee’s death.

New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, 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.

4. Release Requirement .

As a condition to the vesting of any unvested Restricted Shares pursuant to Section 3(c), Grantee (or Grantee’s estate or beneficiary) 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 event triggering termination. Failure to satisfy this condition will result in forfeiture of such unvested Restricted Shares.

7. Voting Rights . Grantee shall be entitled to vote the Restricted Shares.

the Plan. It is expressly understood that the Committee is authorized to interpret and administer the Plan and this Agreement, and to make all decisions and determinations as it may deem to be necessary or advisable for the administration thereof, all of which shall be final and binding upon Grantee and the Company. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative. Any conflict between this Agreement and the terms of a written employment-related agreement with Grantee effective on or prior to the Grant Date shall be decided in favor of the provisions of such employment-related agreement.

14. Applicable Law . This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions.

16. Dispute Resolution. Any dispute regarding the payment of benefits under this Agreement or the Plan shall be resolved in accordance with the EQT Corporation Long-Term Incentive Dispute Resolution Procedures as in effect at the time of such dispute. A copy of such procedures is available on the Fidelity NetBenefits website, which can be found at www.netbenefits.fidelity.com.

EXHIBIT 5.1

	Reed Smith LLP
	Reed Smith Centre
	225 Fifth Avenue
	Pittsburgh, PA 15222-2716
	Tel +1 412 288 3131
	Fax +1 412 288 3063
	reedsmith.com

April 22, 2019

EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

Re: Registration Statement on Form S-8 for EQT Corporation Non-Plan Inducement Awards

Ladies and Gentlemen:

We have acted as counsel to EQT Corporation, a Pennsylvania corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) on Form S-8 (the “Registration Statement”) of the issuance by the Company from time to time of up to 550,000 shares of its Common Stock, no par value per share (the “Shares”) under the EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019 and the EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019 (collectively, the “Awards”).

We have examined such corporate records, certificates and other documents, and such questions of law as we have considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Upon the basis of such examination, we advise you that, in our opinion, the Shares have been duly authorized, and when the Registration Statement has become effective under the Act and when the Shares have been duly issued in accordance with the Awards, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the Commonwealth of Pennsylvania, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

	Very truly yours,

	/s/ Reed Smith LLP
	Reed Smith LLP

ABU DHABI · ATHENS · BEIJING · CENTURY CITY · CHICAGO · DUBAI · FRANKFURT · HONG KONG · HOUSTON · KAZAKHSTAN · LONDON · LOS ANGELES · MIAMI · MUNICH NEW YORK · PARIS · PHILADELPHIA · PITTSBURGH · PRINCETON · RICHMOND · SAN FRANCISCO · SHANGHAI · SILICON VALLEY · SINGAPORE · TYSONS · WASHINGTON, D.C. · WILMINGTON

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019, and the EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019 of our reports dated February 14, 2019, with respect to the consolidated financial statements and schedule of EQT Corporation and subsidiaries and the effectiveness of internal control over financial reporting of EQT Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
April 19, 2019

EXHIBIT 23.2



TBPE REGISTERED ENGINEERING FIRM F-1580			FAX (713) 651-0849
1100 LOUISIANA	SUITE 4600	HOUSTON, TEXAS 77002-5294	TELEPHONE (713) 651-9191

CONSENT OF INDEPENDENT PETROLEUM AND NATURAL GAS CONSULTANTS

As independent petroleum and natural gas consultants, we hereby consent to the incorporation from EQT Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 of our report and our name by reference into this Registration Statement on Form S-8 filed under the Securities Act of 1933, as amended, pertaining to the EQT Corporation Stock Option Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Performance Share Unit Inducement Award Agreement, dated April 22, 2019, the EQT Corporation Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019, and the EQT Corporation Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019. We have no interest of a substantial or material nature in EQT Corporation or in any affiliate. We have not been employed on a contingent basis, and we are not connected with EQT Corporation, or any affiliate, as a promoter, underwriter, voting trustee, director, officer, employee or affiliate.

	/s/ Ryder Scott Company, L.P.

	RYDER SCOTT COMPANY, L.P.
	TBPE Firm Registration No. F-1580

Houston, Texas

April 22, 2019

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