Exhibit 10.18(b)
NONCOMPETE
AGREEMENT
This Agreement is made as of October
23, by and between Equitable Resources, Inc., a Pennsylvania
corporation (Equitable Resources, Inc. and its majority-owned
subsidiaries are hereinafter collectively referred to as the
“Company”), and Charlene J. Gambino (the
“Employee”).
WITNESSETH:
WHEREAS, in order to protect the
business and goodwill of the Company, the Company desires to obtain
certain non-competition covenants from the Employee and the
Employee desires to agree to such covenants in exchange for the
Company’s agreement to pay certain severance benefits in the
event that the Employee’s employment with the Company is
terminated in certain events; and
WHEREAS, the Employee is willing to
enter into this Agreement, which contains, among other things,
specific non-competition agreements, in consideration of the
simultaneous execution by the Company and the Employee of a Change
of Control Agreement (the “Change of Control
Agreement”), which enhances in certain respects the benefits
that the Company will pay to the Employee if the Employee’s
employment with the Company is terminated in certain events
following a change of control of the Company.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements contained
herein, and intending to be legally bound hereby, the parties
hereto agree as follows:
1.
If the employment of the Employee with the Company is terminated by
the Company for any reason other than Cause (as defined below) or
if the Employee terminates his or her employment with the Company
for Good Reason (as defined below), the Company shall pay the
Employee, from the date of termination, in addition to any payments
to which the Employee is entitled under the Company’s
severance pay plan, 12 months of base salary at the
Employee’s annual base salary level in effect at the time of
such termination or immediately prior to the salary reduction that
serves as the basis for termination for Good Reason. Employee will
also be entitled to 12 months of health benefits continuation and
outplacement assistance for a period not to exceed 6 months. Such
base salary amount shall be paid by the Company to the Employee in
one lump sum payable within thirty (30) days after the
Employee’s termination or resignation hereunder. Solely for
purposes of this Agreement, “Cause” shall mean (i) a
conviction of a felony, a crime of moral turpitude or fraud, (ii)
the Employee’s willful and continuous engagement in conduct
which is demonstrably and materially injurious to the Company, or
(iii) the willful and continued refusal by the Employee to perform
the duties of his or her position in a reasonable manner for thirty
(30) days after written notice is given to the Employee by the
Company specifying in reasonable detail the nature of the
deficiency in the Employee’s performance. Solely for purposes
of this Agreement, termination for “Good Reason” shall
mean termination of employment by the Employee within ninety (90)
days after (i) being demoted, or (ii) being given notice of a
reduction in his or her annual base salary (other than a reduction
of not more than 10% applicable to all senior officers of the
Company).
2.
While the Employee is employed by the Company and for a period of
six (6) months after date of Employee’s termination of
employment with Company for any reason, the Employee shall not (i)
directly or indirectly engage, whether as an employee, consultant,
partner, owner, agent, stockholder, officer, director or otherwise,
alone or in association with any other person or entity, in (A) the
energy industry, including the production, transmission,
distribution and marketing of oil, natural gas or electricity and
the provision of related energy services (including project
development and engineering analysis, construction management,
project financing, equipment operation and maintenance, energy
savings metering, monitoring and verification, and facilities
management (developing and operating private power, cogeneration
and central plant facilities)) anywhere in the continental United
States (including the Gulf of Mexico), Central America or South
America, except that the restriction as to the regulated
distribution of oil, natural gas or electricity shall be limited to
the markets in which the Company conducted such business or
contemplated (with the Employee’s knowledge) conducting such
business a
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