UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 7, 2019
EQT CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-3551 | 25-0464690 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 553-5700
(Registrant’s telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock, no par value | EQT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2019, EQT Corporation (the “Company”) entered into a second amendment (the “Amendment”) to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Non-Compete Agreement”), by and between the Company and Donald M. Jenkins, the Company’s Executive Vice President and Chief Commercial Officer.
The Amendment acknowledges that Mr. Jenkins has experienced a “Good Reason” triggering event (as defined under the Non-Compete Agreement) and modifies the definition of “Good Reason”, as set forth in the Non-Compete Agreement, to provide an extended time period during which Mr. Jenkins may exercise his right under the Non-Compete Agreement to resign for Good Reason.
A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2, dated October 7, 2019, to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, by and between EQT Corporation and Donald M. Jenkins | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQT CORPORATION | ||
| Date: October 7, 2019 | By: | /s/ William E. Jordan |
| Name: | William E. Jordan | |
| Title: | Executive Vice President and General Counsel | |
Exhibit 10.1
Execution Version
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED
CONFIDENTIALITY, NON-SOLICITATION and NON-COMPETITION AGREEMENT
THIS AMENDMENT NO. 2 (this “Amendment”), is dated as of October 7, 2019 (the “Effective Date”) and amends that certain Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement (the “Agreement”) dated effective as of March 1, 2017, as amended November 12, 2018, between Donald M. Jenkins (“Employee”) and EQT Corporation, a Pennsylvania corporation (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
RECITALS
WHEREAS, the Company and Employee previously entered into the Agreement;
WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be amended or waived only with the prior written consent of the Company and Employee; and
WHEREAS, the Company and Employee desire to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The definition of “Good Reason” shall be amended by adding the following to the conclusion of the definition:
“The Company agrees and acknowledges that as of the Effective Date of this Amendment, Employee has experienced a Good Reason triggering event due to a significant diminution in Employee’s job responsibilities, duties or authority. Notwithstanding anything to the contrary contained within this Agreement, the Company agrees Employee may resign for this Good Reason event (i.e., the significant diminution in Employee’s job responsibilities, duties or authority that has occurred as of the Effective Date of this Amendment) at any time through and including April 30, 2020 by providing the Company with no less than thirty (30) days’ advance written notice of such resignation, and that any resignation during that period will be treated as a termination for Good Reason for purposes of this Agreement; provided, however, that the accelerated vesting and other benefits offered to employee pursuant to Sections 3(e), 3(f), and 3(g) of the Agreement shall apply only to equity or equity-based awards outstanding as of September 20, 2019 and not to any such awards granted thereafter; further provided, however, that Employee may resign for other Good Reason events (as defined in Section 3 of this Agreement) at any future time (including after April 2020) pursuant to, and in accordance with, the terms and timing of this Agreement (without regard to this Amendment), including in the event of another significant diminution of responsibilities, duties or authority.”
2. This Amendment shall only serve to amend and modify the Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. All prior agreements, promises, negotiations and representations, either oral or written, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.
3. This Amendment shall not be amended, modified or supplemented except by a written instrument signed by the parties hereto. The failure of a party to insist on strict adherence to any term of this Amendment on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment. No waiver of any provision of this Amendment shall be construed as a waiver of any other provision of this Amendment. Any waiver must be in writing.
4. This Amendment shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Employee, and the successors and assigns of the Company.
5. This Amendment may be executed and delivered (including by facsimile, “pdf” or other electronic transmission) in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]
| 2 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
| EQT CORPORATION | ||
| By: | /s/ William E. Jordan | |
| Name: | William E. Jordan | |
| Title: | Executive Vice President and General Counsel | |
| Date: | October 7, 2019 | |
| DONALD M. JENKINS | ||
| /s/ Donald M. Jenkins | ||
| Date: | October 7, 2019 | |