Exhibit 10.18 (c)
NONCOMPETE
AGREEMENT
This Agreement is made as of
December 1, 1999 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 Randall L. Crawford (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 new
Change of Control Agreement (the “Change of Control
Agreement”), which enhances and clarifies 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 charge 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 .C6mpany 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, twelve (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 twelve (12) months of health benefits
continuation and outplacement assistance for a period not to exceed
six (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 oil or natural gas transmission and
distribution business anywhere in the United States east of the
Rocky Mountains except that the restriction as to the regulated
distribution of oil and natural gas shall be limited to the markets
in which the Company conducted such business or contemplated (with
the Employee’s knowledge) conducting such business at the
time of the termination of Employee’s employment, or
(B) any business activity that competes with any project or
proposed project which was discussed by or with the Employee in the
course of his or her employment with the Company or any project or
prop
