Item 15. Exhibits and Financial Statements Schedules
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Item 15. Exhibits and Financial Statements Schedules
| (a) | 1 | Financial Statements | Page Reference |
| Statements of Consolidated Operations for each of the three years in the period ended December 31, 2019 | 63 | ||
| Statements of Consolidated Comprehensive Income for each of the three years in the period ended December 31, 2019 | 64 | ||
| Statements of Consolidated Cash Flows for each of the three years in the period ended December 31, 2019 | 65 | ||
| Consolidated Balance Sheets as of December 31, 2019 and 2018 | 66 | ||
| Statements of Consolidated Equity for each of the three years in the period ended December 31, 2019 | 67 | ||
| Notes to Consolidated Financial Statements | 68 | ||
| 2 | Financial Statements Schedule | ||
| Schedule II - Valuation and Qualifying Accounts and Reserves for the Three Years Ended December 31, 2019 |
EQT CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED DECEMBER 31, 2019
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||
| Description | Balance at Beginning of Period | (Deductions) Additions Charged to Costs and Expenses | Additions Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||
| (Thousands) | ||||||||||||||||||||
| Valuation allowance for deferred tax assets: | ||||||||||||||||||||
| 2019 | $ | 351,408 | $ | 84,260 | $ | 1,114 | $ | (13,338 | ) | $ | 423,444 | |||||||||
| 2018 | 262,392 | 98,311 | — | (9,295 | ) | 351,408 | ||||||||||||||
| 2017 | 201,422 | 70,063 | — | (9,093 | ) | 262,392 |
All other schedules are omitted since the subject matter thereof is either not present or is not present in amounts sufficient to require submission of the schedules.
| 3 | Exhibits |
| Exhibits | Description | Method of Filing |
| 2.01 | Separation and Distribution Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and, solely for certain limited purposes therein, EQT Production Company. | Incorporated herein by reference to Exhibit 2.1 to Form 8-K (#001-3551) filed on November 13, 2018. |
| 2.02 | Tax Matters Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation. | Incorporated herein by reference to Exhibit 2.3 to Form 8-K (#001-3551) filed on November 13, 2018. |
| 2.03 | Employee Matters Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation. | Incorporated herein by reference to Exhibit 2.4 to Form 8-K (#001-3551) filed on November 13, 2018. |
| 2.04 | Shareholder and Registration Rights Agreement, dated as of November 12, 2018, by and between the Company and Equitrans Midstream Corporation. | Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on November 13, 2018. |
| 3.01 | Restated Articles of Incorporation of the Company (amended through November 13, 2017). | Incorporated herein by reference to Exhibit 3.1 to Form 8-K (#001-3551) filed on November 14, 2017. |
| 3.02 | Amended and Restated Bylaws of the Company (amended through November 13, 2017). | Incorporated herein by reference to Exhibit 3.3 to Form 8-K (#001-3551) filed on November 14, 2017. |
| 4.01(a) | Indenture dated as of April 1, 1983 between the Company and Pittsburgh National Bank, as Trustee. | Incorporated herein by reference to Exhibit 4.01(a) to Form 10-K (#001-3551) for the year ended December 31, 2007. |
| 4.01(b) | Instrument appointing Bankers Trust Company as successor trustee to Pittsburgh National Bank. | Incorporated herein by reference to Exhibit 4.01(b) to Form 10-K (#001-3551) for the year ended December 31, 1998. |
| 4.01(c) | Supplemental Indenture dated March 15, 1991 between the Company and Bankers Trust Company. | Incorporated herein by reference to Exhibit 4.01(f) to Form 10-K (#001-3551) for the year ended December 31, 1996. |
| 4.01(d) | Resolution adopted August 19, 1991 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 27, establishing the terms and provisions of the Series A Medium-Term Notes. | Incorporated herein by reference to Exhibit 4.01(g) to Form 10-K (#001-3551) for the year ended December 31, 1996. |
| 4.01(e) | Resolutions adopted July 6, 1992 and February 19, 1993 by the Ad Hoc Finance Committee of the Board of Directors of the Company and Addenda Nos. 1 through 8, establishing the terms and provisions of the Series B Medium-Term Notes. | Incorporated herein by reference to Exhibit 4.01(h) to Form 10-K (#001-3551) for the year ended December 31, 1997. |
| 4.01(f) | Second Supplemental Indenture dated as of June 30, 2008 between the Company and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc. under the related Indenture. | Incorporated herein by reference to Exhibit 4.01(g) to Form 8-K (#001-3551) filed on July 1, 2008. |
| 4.02(a) | Indenture dated as of July 1, 1996 between the Company and The Bank of New York, as successor to Bank of Montreal Trust Company, as Trustee. | Incorporated herein by reference to Exhibit 4.01(a) to Form S-4 Registration Statement (#333-103178) filed on February 13, 2003. |
| 4.02(b) | Resolutions adopted January 18 and July 18, 1996 by the Board of Directors of the Company and Resolution adopted July 18, 1996 by the Executive Committee of the Board of Directors of the Company, establishing the terms and provisions of the 7.75% Debentures issued July 29, 1996. | Incorporated herein by reference to Exhibit 4.01(j) to Form 10-K (#001-3551) for the year ended December 31, 1996. |
| 4.02(c) | First Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc. under the related Indenture. | Incorporated herein by reference to Exhibit 4.02(f) to Form 8-K (#001-3551) filed on July 1, 2008. |
| 4.03(a) | Indenture dated as of March 18, 2008 between the Company and The Bank of New York, as Trustee. | Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on March 18, 2008. |
| 4.03(b) | Cross-reference table for Indenture dated as of March 18, 2008 (listed as Exhibit 4.03(a) above) and the Trust Indenture Act of 1939, as amended. | Filed herewith as Exhibit 4.03(b). |
| 4.03(c) | Second Supplemental Indenture dated as of June 30, 2008 between the Company and The Bank of New York, as Trustee, pursuant to which the Company assumed the obligations of Equitable Resources, Inc. under the related Indenture. | Incorporated herein by reference to Exhibit 4.03(c) to Form 8-K (#001-3551) filed on July 1, 2008. |
| 4.03(d) | Third Supplemental Indenture dated as of May 15, 2009 between the Company and The Bank of New York, as Trustee, pursuant to which the 8.125% Senior Notes due 2019 were issued. | Incorporated herein by reference to Exhibit 4.1 to Form 8-K (#001-3551) filed on May 15, 2009. |
| 4.03(e) | Fourth Supplemental Indenture dated as of November 7, 2011 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 4.875% Senior Notes due 2021 were issued. | Incorporated herein by reference to Exhibit 4.2 to Form 8-K (#001-3551) filed on November 7, 2011. |
| 4.03(f) | Fifth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the Floating Rate Notes due 2020 were issued. | Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on October 4, 2017. |
| 4.03(g) | Sixth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 2.500% Senior Notes due 2020 were issued. | Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on October 4, 2017. |
| 4.03(h) | Seventh Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.000% Senior Notes due 2022 were issued. | Incorporated herein by reference to Exhibit 4.7 to Form 8-K (#001-3551) filed on October 4, 2017. |
| 4.03(i) | Eighth Supplemental Indenture dated as of October 4, 2017 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 3.900% Senior Notes due 2027 were issued. | Incorporated herein by reference to Exhibit 4.9 to Form 8-K (#001-3551) filed on October 4, 2017. |
| 4.03(j) | Ninth Supplemental Indenture dated as of January 21, 2020 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 6.125% Senior Notes due 2025 were issued. | Incorporated herein by reference to Exhibit 4.3 to Form 8-K (#001-3551) filed on January 21, 2020. |
| 4.03(k) | Tenth Supplemental Indenture dated as of January 21, 2020 between the Company and The Bank of New York Mellon, as Trustee, pursuant to which the 7.000% Senior Notes due 2030 were issued. | Incorporated herein by reference to Exhibit 4.5 to Form 8-K (#001-3551) filed on January 21, 2020. |
| 4.04 | Description of Capital Stock. | Incorporated herein by reference to Exhibit 99.1 to Form 8-K (#001-3551) filed on July 15, 2019. |
| 10.01 | Second Amended and Restated Credit Agreement, dated as of July 31, 2017, among the Company, PNC Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer and the other lenders party thereto. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on August 3, 2017. |
| 10.02 | Term Loan Agreement, dated as of May 31, 2019, by and among the Company, PNC Bank, National Association, as Administrative Agent, and the other lenders party thereto. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 31, 2019. |
| *10.03(a) | 2009 Long-Term Incentive Plan (as amended and restated through July 11, 2012). | Incorporated herein by reference to Exhibit 10.2 to Form 10-Q (#001-3551) for the quarter ended June 30, 2012. |
| *10.03(b) | Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (pre-2012 grants). | Incorporated herein by reference to Exhibit 10.01(q) to Form 10-K (#001-3551) for the year ended December 31, 2010. |
| *10.03(c) | Form of Amendment to Stock Option Award Agreements. | Incorporated herein by reference to Exhibit 10.3 to Form 10-Q (#001-3551) for the quarter ended June 30, 2011. |
| *10.03(d) | Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2012 grants). | Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2011. |
| *10.03(e) | Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (pre-2013 grants). | Incorporated herein by reference to Exhibit 10.02(b) to Form 10-K (#001-3551) for the year ended December 31, 2012. |
| *10.03(f) | Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2013 grants). | Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2012. |
| *10.03(g) | Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2009 Long-Term Incentive Plan (2013 and 2014 grants). | Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2012. |
| *10.03(h) | Form of Participant Award Agreement (Stock Option) under 2009 Long-Term Incentive Plan (2014 grants). | Incorporated herein by reference to Exhibit 10.02(v) to Form 10-K (#001-3551) for the year ended December 31, 2013. |
| *10.04(a) | 2014 Long-Term Incentive Plan. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on May 1, 2014. |
| *10.04(b) | Form of Participant Award Agreement (Phantom Stock Unit Awards) under 2014 Long-Term Incentive Plan. | Incorporated herein by reference to Exhibit 10.03(b) to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.04(c) | 2015 Executive Performance Incentive Program. | Incorporated herein by reference to Exhibit 10.03(d) to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.04(d) | Form of Participant Award Agreement under 2015 Executive Performance Incentive Program. | Incorporated herein by reference to Exhibit 10.03(e) to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.04(e) | Amendment to 2015 Executive Performance Incentive Program. | Incorporated herein by reference to Exhibit 10.03(f) to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.04(f) | 2016 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(g) to Form 10-K (#001-3551) for the year ended December 31, 2015. |
| *10.04(g) | Form of Participant Award Agreement under 2016 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(h) to Form 10-K (#001-3551) for the year ended December 31, 2015. |
| *10.04(h) | 2016 Restricted Stock Award Agreement (Standard) for Robert J. McNally. | Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016. |
| *10.04(i) | Form of 2016 Value Driver Performance Award Agreement. | Incorporated herein by reference to Exhibit 10.02(i) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(j) | Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (pre-2017 grants). | Incorporated herein by reference to Exhibit 10.03(c) to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.04(k) | 2017 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(l) to Form 10-K (#001-3551) for the year ended December 31, 2016. |
| *10.04(l) | Form of Participant Award Agreement under 2017 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(m) to Form 10-K (#001-3551) for the year ended December 31, 2016. |
| *10.04(m) | Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2017 grants). | Incorporated herein by reference to Exhibit 10.02(k) to Form 10-K (#001-3551) for the year ended December 31, 2016. |
| *10.04(n) | Form of 2017 Value Driver Performance Award Agreement. | Incorporated herein by reference to Exhibit 10.02(n) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(o) | Form of Restricted Stock Unit Award Agreement (Standard) under 2014 Long-Term Incentive Plan. | Incorporated herein by reference to Exhibit 10.02(o) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(p) | Form of Restricted Stock Award Agreement under 2014 Long-Term Incentive Plan (pre-2018 grants). | Incorporated herein by reference to Exhibit 10.02(d) to Form 10-K (#001-3551) for the year ended December 31, 2016. |
| *10.04(q) | Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2018 grants). | Incorporated herein by reference to Exhibit 10.02(r) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.04(r) | Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants). | Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.04(s) | Form of 2018 Value Driver Performance Award Agreement. | Incorporated herein by reference to Exhibit 10.02(s) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(t) | Form of 2018 Restricted Stock Units Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2018 grants). | Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(u) | 2018 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(t) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.04(v) | Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program (executive officers). | Incorporated herein by reference to Exhibit 10.02(u) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.04(w) | Form of Participant Award Agreement under 2018 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(w) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(x) | Form of 2018 Restricted Stock Unit Award Agreement (Transaction). | Incorporated herein by reference to Exhibit 10.02(y) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(y) | Form of Participant Award Agreement (Stock Option) under 2014 Long-Term Incentive Plan (2019 grants). | Incorporated herein by reference to Exhibit 10.02(z) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(z) | Form of Restricted Stock Award Agreement (Standard) under 2014 Long-Term Incentive Plan (2019 grants). | Incorporated herein by reference to Exhibit 10.02(aa) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(aa) | 2019 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(bb) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.04(bb) | Form of Participant Award Agreement under 2019 Incentive Performance Share Unit Program. | Incorporated herein by reference to Exhibit 10.02(cc) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.05 | Rice Energy Inc. 2014 Long-Term Incentive Plan (as amended and restated May 9, 2014). | Incorporated herein by reference to Exhibit 10.3 to Rice Energy Inc.'s Form 10-Q (#001-36273) for the quarter ended June 30, 2014. |
| *10.06(a) | 2019 Long-Term Incentive Plan. | Incorporated herein by reference to Exhibit 99.1 to Form S-8 (#333-232657) filed on July 15, 2019. |
| *10.06(b) | Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under 2019 Long-Term Incentive Plan. | Filed herewith as Exhibit 10.06(b). |
| *10.06(c) | Form of Restricted Stock Unit Award Agreement (Standard) under 2019 Long-Term Incentive Plan. | Filed herewith as Exhibit 10.06(c). |
| *10.06(d) | Form of Incentive Performance Share Unit Program under 2019 Long-Term Incentive Plan. | Filed herewith as Exhibit 10.06(d). |
| *10.06(e) | Form of Participant Award Agreement under 2020 Incentive Performance Share Unit Program. | Filed herewith as Exhibit 10.06(e). |
| *10.06(f) | Form of Stock Appreciation Rights Award Agreement under 2019 Long-Term Incentive Plan. | Filed herewith as Exhibit 10.06(f). |
| *10.06(g) | Form of Participant Award Agreement (Stock Option) under 2019 Long-Term Incentive Plan. | Filed herewith as Exhibit 10.06(g). |
| *10.07 | Form of Restricted Stock Unit Agreement (Directors) for Rice Energy Inc. | Incorporated herein by reference to Exhibit 10.19 to Rice Energy Inc.'s Amendment No. 2 to Form S-1 Registration Statement (#333-192894) filed on January 8, 2014. |
| *10.08(a) | 1999 Non-Employee Directors' Stock Incentive Plan (as amended and restated December 3, 2008). | Incorporated herein by reference to Exhibit 10.02(a) to Form 10-K (#001-3551) for the year ended December 31, 2008. |
| *10.08(b) | Form of Participant Award Agreement (Phantom Stock Unit Awards) under 1999 Non-Employee Directors' Stock Incentive Plan. | Incorporated herein by reference to Exhibit 10.04(c) to Form 10-K (#001-3551) for the year ended December 31, 2006. |
| *10.09 | 2016 Executive Short-Term Incentive Plan. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on April 21, 2016. |
| *10.10 | 2019 Supplemental Short-Term Incentive Plan. | Incorporated herein by reference to Exhibit 10.01 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019. |
| *10.11 | 2006 Payroll Deduction and Contribution Program (as amended and restated July 7, 2015). | Incorporated herein by reference to Exhibit 10.06 to Form 10-Q (#001-3551) for the quarter ended June 30, 2015. |
| *10.12(a) | 1999 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014). | Incorporated herein by reference to Exhibit 10.08 to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.12(b) | Amendment to 1999 Directors' Deferred Compensation Plan (as amended October 2, 2018). | Incorporated herein by reference to Exhibit 10.4 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018. |
| *10.13(a) | 2005 Directors' Deferred Compensation Plan (as amended and restated December 3, 2014). | Incorporated herein by reference to Exhibit 10.09 to Form 10-K (#001-3551) for the year ended December 31, 2014. |
| *10.13(b) | Amendment to 2005 Directors' Deferred Compensation Plan (as amended October 2, 2018). | Incorporated herein by reference to Exhibit 10.5 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018. |
| *10.14 | Form of Indemnification Agreement between the Company and executive officers and outside directors. | Incorporated herein by reference to Exhibit 10.18 to Form 10-K (#001-3551) for the year ended December 31, 2008. |
| *10.15 | Form of Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement. | Incorporated herein by reference to Exhibit 10.22 to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.16 | Separation and Release Agreement, dated as of November 13, 2017, among the Company, EQT RE, LLC and Daniel J. Rice IV. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on November 17, 2017. |
| *10.17(a) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 10, 2016, between the Company and Robert J. McNally. | Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2016. |
| *10.17(b) | Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Robert J. McNally. | Incorporated herein by reference to Exhibit 10.13(b) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.17(c) | Agreement and Release, dated as of July 19, 2019, by and between the Company and Robert J. McNally. | Incorporated herein by reference to Exhibit 10.05 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019. |
| *10.17(d) | Letter Agreement, effective October 1, 2019, by and between the Company and Robert J. McNally. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 2, 2019. |
| *10.18(a) | Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jimmi Sue Smith. | Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on November 13, 2018. |
| *10.18(b) | Agreement and Release, dated as of September 9, 2019, by and between the Company and Jimmi Sue Smith. | Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019. |
| *10.18(c) | Letter Agreement, effective October 1, 2019, by and between the Company and Jimmi Sue Smith. | Incorporated herein by reference to Exhibit 10.4 to Form 8-K (#001-3551) filed on October 2, 2019. |
| *10.19(a) | Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Jonathan M. Lushko. | Incorporated herein by reference to Exhibit 10.17 to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.19(b) | Agreement and Release, dated as of July 17, 2019, by and between the Company and Jonathan M. Lushko. | Incorporated herein by reference to Exhibit 10.03 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019. |
| *10.20(a) | Offer Letter, dated March 4, 2019, by and between the Company and Gary E. Gould. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on March 7, 2019. |
| *10.20(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 6, 2019, by and between the Company and Gary E. Gould. | Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended March 31, 2019. |
| *10.20(c) | Agreement and Release, dated as of August 22, 2019, by and between the Company and Gary E. Gould. | Incorporated herein by reference to Exhibit 10.02 to Form 10-Q (#001-3551) for the quarter ended September 30, 2019. |
| *10.20(d) | Letter Agreement, effective October 21, 2019, by and between the Company and Gary E. Gould. | Filed herewith as Exhibit 10.20(d). |
| *10.20(e) | Stock Option Inducement Award Agreement, dated April 22, 2019, issued to Gary E. Gould. | Incorporated herein by reference to Exhibit 4.3 to Form S-8 (#333-230969) filed on April 22, 2019. |
| *10.20(f) | Performance Share Unit Inducement Award Agreement, dated April 22, 2019, issued to Gary E. Gould. | Incorporated herein by reference to Exhibit 4.4 to Form S-8 (#333-230969) filed on April 22, 2019. |
| *10.20(g) | Restricted Stock Inducement Award Agreement (Cliff Vesting), dated April 22, 2019, issued to Gary E. Gould. | Incorporated herein by reference to Exhibit 4.5 to Form S-8 (#333-230969) filed on April 22, 2019. |
| *10.20(h) | Restricted Stock Inducement Award Agreement (Ratable Vesting), dated April 22, 2019, issued to Gary E. Gould. | Incorporated herein by reference to Exhibit 4.6 to Form S-8 (#333-230969) filed on April 22, 2019. |
| *10.21(a) | Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between the Company and Erin R. Centofanti. | Incorporated herein by reference to Exhibit 10.15 to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.21(b) | Agreement and Release, dated as of May 7, 2019, by and between the Company and Erin R. Centofanti. | Incorporated herein by reference to Exhibit 10.04 to Form 10-Q (#001-3551) for the quarter ended June 30, 2019. |
| *10.22(a) | Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of March 1, 2017, by and between the Company and Donald M. Jenkins. | Incorporated herein by reference to Exhibit 10.16(a) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.22(b) | Amendment of Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 12, 2018, by and among the Company, Equitrans Midstream Corporation and Donald M. Jenkins. | Incorporated herein by reference to Exhibit 10.16(b) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.22(c) | Amendment No. 2, dated October 7, 2019, to the Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, by and between the Company and Donald M. Jenkins. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on October 7, 2019. |
| *10.22(d) | Agreement and Release, dated as of January 9, 2020, by and between the Company and Donald M. Jenkins. | Filed herewith as Exhibit 10.22(d). |
| *10.23 | Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and between the Company and Steven T. Schlotterbeck. | Incorporated herein by reference to Exhibit 10.5 to Form 8-K (#001-3551) filed on July 31, 2015. |
| *10.24(a) | Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 29, 2015, by and between the Company and David L. Porges. | Incorporated herein by reference to Exhibit 10.1 to Form 8-K (#001-3551) filed on July 31, 2015. |
| *10.24(b) | Executive Alternative Work Arrangement Employment Agreement, dated October 26, 2018, by and between the Company and David L. Porges. | Incorporated herein by reference to Exhibit 10.19(b) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.24(c) | Letter Agreement, effective October 1, 2019, by and between the Company and David L. Porges. | Incorporated herein by reference to Exhibit 10.2 to Form 8-K (#001-3551) filed on October 2, 2019. |
| *10.25(a) | Second Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated March 1, 2017, by and between the Company and David E. Schlosser, Jr. | Incorporated herein by reference to Exhibit 10.17 to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.25(b) | Agreement and Release, dated October 26, 2018, by and between the Company and David E. Schlosser, Jr. | Incorporated herein by reference to Exhibit 10.20(b) to Form 10-K (#001-3551) for the year ended December 31, 2018. |
| *10.25(c) | Letter Agreement, effective October 1, 2019, by and between the Company and David E. Schlosser, Jr. | Incorporated herein by reference to Exhibit 10.3 to Form 8-K (#001-3551) filed on October 2, 2019. |
| *10.26(a) | Offer Letter, dated as of July 26, 2017, by and between the Company and Jeremiah J. Ashcroft II | Incorporated herein by reference to Exhibit 10.18(a) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.26(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of August 7, 2017, by and between the Company and Jeremiah J. Ashcroft III. | Incorporated herein by reference to Exhibit 10.18(b) to Form 10-K (#001-3551) for the year ended December 31, 2017. |
| *10.26(c) | Agreement and Release, dated as of August 13, 2018, by and between the Company and Jeremiah J. Ashcroft III. | Incorporated herein by reference to Exhibit 10.1 to Form 10-Q (#001-3551) for the quarter ended September 30, 2018. |
| *10.27(a) | Offer Letter, dated January 13, 2020, by and between the Company and Kyle Derham. | Filed herewith as Exhibit 10.27(a). |
| *10.27(b) | Services Agreement, dated as of January 13, 2020, by and between the Company and Kyle Derham. | Filed herewith as Exhibit 10.27(b). |
| 10.28(a) | Offer Letter, dated December 18, 2019, by and between the Company and David M. Khani. | Filed herewith as Exhibit 10.28(a). |
| 10.28(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, by and between the Company and David M. Khani. | Filed herewith as Exhibit 10.28(b). |
| *10.29(a) | Offer Letter, dated January 6, 2020, by and between the Company and William E. Jordan. | Filed herewith as Exhibit 10.29(a). |
| *10.29(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 6, 2020, by and between the Company and William E. Jordan. | Filed herewith as Exhibit 10.29(b). |
| *10.30(a) | Offer Letter, dated July 18, 2019, by and between the Company and Richard Anthony Duran. | Filed herewith as Exhibit 10.30(a). |
| *10.30(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated August 5, 2019, by and between the Company and Richard Anthony Duran. | Filed herewith as Exhibit 10.30(b). |
| *10.30(c) | Relocation Expense Reimbursement Agreement, dated July 24, 2019, by and between the Company and Richard Anthony Duran. | Filed herewith as Exhibit 10.30(c). |
| *10.31(a) | Offer Letter, dated July 16, 2019, by and between the Company and Lesley Evancho. | Filed herewith as Exhibit 10.31(a). |
| *10.31(b) | Confidentiality, Non-Solicitation and Non-Competition Agreement, dated July 19, 2019, by and between the Company and Lesley Evancho. | Filed herewith as Exhibit 10.31(b). |
| *10.32 | Employee Savings Plan. | Incorporated herein by reference to Exhibit 4.1 to Form S-8 (#333-230970) filed on April 22, 2019. |
| 21 | Schedule of Subsidiaries. | Filed herewith as Exhibit 21. |
| 23.01 | Consent of Independent Registered Public Accounting Firm. | Filed herewith as Exhibit 23.01. |
| 23.02 | Consent of Ryder Scott Company, L.P. | Incorporated herein by reference to Exhibit 23.1 to Form 8-K/A (#001-3551) filed on February 25, 2020. |
| 31.01 | Rule 13(a)-14(a) Certification of Principal Executive Officer. | Filed herewith as Exhibit 31.01. |
| 31.02 | Rule 13(a)-14(a) Certification of Principal Financial Officer. | Filed herewith as Exhibit 31.02. |
| 32 | Section 1350 Certification of Principal Executive Officer and Principal Financial Officer. | Furnished herewith as Exhibit 32. |
| 99 | Independent Petroleum Engineers' Audit Report. | Incorporated herein by reference to Exhibit 99.1 to Form 8-K/A (#001-3551) filed on February 25, 2020. |
| 101 | Interactive Data File. | Filed herewith as Exhibit 101. |
| 104 | Cover Page Interactive Data File. | Formatted as Inline XBRL and contained in Exhibit 101. |
Each management contract and compensatory arrangement in which any director or any named executive officer participates has been marked with an asterisk ()*
The Company agrees to furnish to the SEC, upon request, copies of instruments with respect to long-term debt that have not previously been filed.
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