13D Filing: JANA Partners and EQT Corp (EQT)

Each of Mr. J. Cohen and Mr. Herz (each,
the “Potential Nominee“) have entered into a nominee agreement (the “Nominee Agreement“) with
JANA substantially in the form attached as Exhibit B to this Schedule 13D whereby each Potential Nominee agreed to become
a member of a slate of nominees (the “Slate“) and stand for election as a director of the Issuer in connection
with a proxy solicitation (the “Proxy Solicitation“) which may be conducted by JANA in respect of the 2018 annual
meeting of stockholders of the Issuer (the “2018 Annual Meeting“). Pursuant to each Nominee Agreement, JANA has
agreed to pay the costs of soliciting proxies in connection with the 2018 Annual Meeting, and to defend and indemnify each Potential
Nominee against, and with respect to, any losses that may be incurred by them in the event they become a party to litigation based
on their nomination as a candidate for election to the Issuer’s board and the solicitation of proxies in support of their election.
Each Potential Nominee received compensation under the Nominee Agreement in the amount of $75,000, and an additional $180,000 in
the event of his or her appointment or election. Each Potential Nominee agreed to hold Shares with a market-value equal to $255,000
(adjusted for taxes) as of the date of his or her appointment, subject to certain exceptions until the later of when such Potential
Nominee is no longer a director of the Issuer and three years. A copy of the form of the Nominee Agreement is attached as Exhibit
B and is incorporated by reference herein.

JANA also entered into a Cooperation
Agreement with Mr. E. Cohen substantially in the form attached as Exhibit C to this Schedule 13D whereby Mr. E. Cohen has
agreed to comply with certain confidentiality obligations and trading restrictions. A copy of the form of the Cooperation Agreement
is attached as Exhibit C and is incorporated by reference herein.

JANA beneficially owns 18,635
call options for 1,863,500 Shares with strike prices ranging from $45 – $47.5. The call options have expiration dates ranging
from August 4, 2017 to August 31, 2017.

Except as otherwise set forth herein
and the joint filing agreement attached hereto as Exhibit E, the Reporting Persons have no contracts, arrangements, understandings
or relationships with any person with respect to the securities of the Issuer.