Exhibit 10.12
EMPLOYMENT
AGREEMENT
This is an Employment Agreement
(“Agreement”) entered into between EQUITABLE RESOURCES,
INC. (“Equitable” or the “Company”) and
JOHANNA G. O’LOUGHLIN
(“Ms. O’Loughlin”).
WHEREAS, Ms. O’Loughlin
has agreed to step down from the position of Senior Vice President
and General Counsel as of March 14, 2008 (at which time her
status as an officer of Equitable will cease) and from the position
of Corporate Secretary as of March 31, 2008; and
WHEREAS, in order to facilitate a
smooth transition to her successor, Ms. O’Loughlin has
agreed to assume the position of Special Counsel to Equitable for
the remainder of calendar year 2008; and
WHEREAS, Ms. O’Loughlin
will retire from Equitable as of January 2, 2009.
NOW, THEREFORE, in consideration of
the respective representations, acknowledgements, covenants and
agreements of the parties set forth herein, and intending to be
legally bound, the parties agree as follows:
1.
The term of this Agreement is from
March 15, 2008 through January 1, 2009. During that
period, Ms. O’Loughlin will hold the position of Special
Counsel and, through March 31, 2008, Corporate Secretary for
Equitable. Effective January 2, 2009,
Ms. O’Loughlin will retire from Equitable, at which time
her employment with Equitable will terminate.
2.
Beginning April 21, 2008,
Ms. O’Loughlin will also become Of Counsel to Reed Smith
LLP and will work out of Reed Smith’s Pittsburgh
office. At Reed Smith, Ms. O’Loughlin will be
provided by Reed Smith with an office, shared administrative
support, malpractice insurance, and computer/email access.
While at Reed Smith during the period from April 21, 2008
through December 31, 2008, Ms. O’Loughlin is
expected to provide approximately 800 hours of her time to
Equitable, not to exceed 100 hours in any individual month (or 40
hours in any individual week), subject to scheduled vacation or
other leave, including medical leave in connection with surgery
scheduled March 17. During that period,
Ms. O’Loughlin agrees to cooperate in good faith with
the transition to her successor (Lewis B. Gardner, Esq.), to
report directly to Mr. Gardner during this period to fulfill
her hourly service obligation, and to comply with
Mr. Gardner’s reasonable requests and direction, making
herself available on reasonable notice from him. It is
Equitable’s present intention to request the full number of
hours described herein, but if the full number of hours is not
requested during the period of the Agreement, the Agreement shall
nevertheless remain in full force and effect.
3.
In light of her dual roles at
Equitable and Reed Smith and because she will have an office,
administrative support and computer/email access at Reed Smith,
Ms. O’Loughlin will not have an office nor will she have
unrestricted access to Equitable’s facilities or
Equitable’s email or other computer systems as of the close
of business on March 14, 2008. Ms. O’Loughlin
also confirms that as of March 14, 2008, she has returned to
the Company all credit cards, keys, computers, computer software,
disks, cellular phone equipment, PDAs, files, manuals,
books,
records, correspondence, notes, photos or photo
reproductions, tape recordings and any other property of Equitable,
whether in electronic format or “hard” copy.
4.
For the remainder of calendar year
2008, Equitable shall continue to pay
Ms. O’Loughlin’s base salary at her current annual
salary rate of $270,000, to be paid in bi-weekly payments.
During that same period, Equitable shall also continue
Ms. O’Loughlin as a participant in Equitable’s
health and welfare benefits programs based upon her current
elections and at the current employee co-payments.
5.
It is understood and agreed that
Ms. O’Loughlin is not eligible to receive a bonus
payment under the 2008 Short-Term Incentive Plan (“2008
STIP”) and/or the 2008 Executive Short-Term Incentive Plan
(“2008 ESTIP”).
6.
Assuming Ms. O’Loughlin
remains employed by Equitable through December 31, 2008 under
the terms of this Agreement, Ms. O’Loughlin shall remain
a participant in, and she or her estate (in the event of her death
or her becoming Disabled as defined in the 2005 EPIP prior to
January 1, 2009) will receive 100% of the 2005 EPIP
(“Executive Performance Incentive Program”) payment,
contingent upon achievement of the performance criteria set forth
therein and paid at the same time as paid to all other
participants. Her financial rewards under the EPIP remain
subject to the terms and conditions of the EPIP, as it may be
amended from time to time. The Compensation Committee of the
Board of Directors has reviewed and approved this Agreement,
including Ms. O’Loughlin’s continuing
participation in the EPIP. Copies of the unanimous written
consents executed by the members of the Compensation Committee are
attached as Exhibit A.
7.
It is agreed that
Ms. O’Loughlin may attend one or more professional
conferences during the term of this Agreement and Equitable shall
reimburse Ms. O’Loughlin for the cost of travel, lodging
and meals in connection with conference(s), up to a total amount
not to exceed Ten Thousand Dollars ($10,000).
8.
Equitable shall reimburse
Ms. O’Loughlin for her parking expenses at her new work
location during the period from April 21, 2008 through
December 31, 2008.
9.
Equitable will copy
Ms. O’Loughlin’s contact list from her Equitable
computer and provide the copy to Ms. O’Loughlin on a
computer disk. Ms. O’Loughlin, by March 14,
2008, will designate for Equitable’s review other materials
(of a purely personal nature) of which she would like to have a
copy.
10.
Ms. O’Loughlin agrees not
to act as an employment reference for any active employee of
Equitable during the term of this Agreement.
11.
Ms. O’Loughlin agrees not
to reapply or to seek to become reemployed by Equitable or any of
Equitable’s subsidiaries or affiliates at any time in the
future.
12.
It is understood and agreed that an
internal announcement regarding the above described changes in
Equitable’s Law Department will be made on a mutually
agreeable date,
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and the content of that announcement will be
substantially similar to the language appearing on Exhibit B
hereto.
13.
Ms. O’Loughlin’s
employment cannot be terminated prior to January 2, 2009 for
any reason other than Cause (as defined below).
(a)
Solely for
purposes of this Agreement, “Cause” shall
mean:
(i) commission of an act of moral turpitude or fraud;
(ii) willful engagement in conduct which is demonstrably
injurious to the Company and/or its reputation; or (iii) the
willful refusal to fulfill her responsibilities described in
paragraph 2 above or any other willful violation(s) of
her contractual obligations to the Company, including her
contractual obligations set forth elsewhere in this
Agreement.
(b)
The definition of
“other cause” under the 2005 EPIP shall be construed
the same as the definition of “Cause” herein with
respect to any termination of Ms. O’Loughlin’s
employment prior to January 2, 2009. A
14.
Ms. O’Loughlin agrees not
to make any negative or disparaging comments to the media, to any
employees or former employees of Equitable, or to any other members
of the public regarding Equitable or regarding any of
Equitable’s directors or officers.
15.
Ms. O’Loughlin
acknowledges and agrees that her employment with Equitable
necessarily involved her knowledge of and access to confidential
and proprietary information pertaining to the business of the
Company and its subsidiaries and affiliates. Accordingly, she
agrees that during the term of this Agreement and after the
effective date of her termination from employment, she will not,
directly or indirectly, without the express written permission of
the Company (unless directed by applicable legal authority having
jurisdiction over her) disclose or use, or knowingly permit to be
disclosed or used, for the benefit of herself, any person,
corporation or other entity other than the Company and its
subsidiaries (a) any information concerning any financial
matters, customer relationships, competitive status, supplier
matters, internal organizational matters, current or future plans,
or other business affairs of or relating to the Company and its
subsidiaries; (b) any management, operational, trade,
technical or other secrets or any other proprietary information or
other data of the Company or its subsidiaries; or (c) any
other information related to the Company or its subsidiaries which
has not been published and is not generally known outside of the
Company. Ms. O’Loughlin acknowledges that all of
the foregoing constitutes confidential and proprietary information,
which is the exclusive property of the Company.
16.
In consideration for certain
additional payments and benefits described below and as requested
by Ms. O’Loughlin, Ms. O’Loughlin agrees that
the covenants as to non-competition and non-solicitation contained
in Section 2 of the NonCompete Agreement between Equitable and
Ms. O’Loughlin dated December 1, 1999 shall remain
in effect during the remainder of Ms. O’Loughlin’s
employment with Equitable and for a period of three (3) years
after the termination of her employment. It is understood and
agreed that the covenant as to
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non-competition applies only to
Ms. O’Loughlin’s activities other than as an
attorney-at-law. The additional payments and benefits are as
follows:
(a)
Continued medical
and prescription drug coverage based upon
Ms. O’Loughlin’s current elections and active
employee co-payments until Ms. O’Loughlin reaches the
age of 65. (It is understood and agreed that beginning in
2009, the Company’s annual health savings contribution will
cease);
(b)
The supplemental
medical savings account equal to $1,000 per year for a period of
five years following Ms. O’Loughlin’s termination
from employment;
(c)
Financial
planning services from the team of Metz Lewis and Hawthorn (or
equivalent tax preparer) to be paid directly by the Company for a
period of five years following Ms. O’Loughlin’s
termination from employment;
(d)
Reimbursement for
home internet and Blackberry (or equivalent PDA device) service for
a period of five years following termination from
employment;
(e)
Continued access
to the EQT Help Desk for a period of five years following
termination
