Common use of Compensation Generally Clause in Contracts

Compensation Generally. (a) Subject to the provisions of Sections 2.1(a), 3.1(b) and 3.1(c) and Article IV of this Agreement, for a period of not less than twelve (12) months after the Transfer Date, the General Partner shall maintain base salary or hourly base wages, as applicable, for each of the Transferred Employees that shall not be less than that paid to such Transferred Employee immediately prior to the Transfer Date and other compensation and benefits for such Transferred Employee that, in the aggregate, are substantially comparable to those in effect immediately prior to the Transfer Date. However, nothing in this Agreement shall confer upon any Transferred Employee any right to continued employment with the General Partner, the MLP or its Subsidiaries, nor shall anything herein interfere with the right of the General Partner to relocate or terminate the employment of any of the Transferred Employees at any time after the Transfer Date or to withdraw an offer provided in accordance with Section 2.1(a) prior to the applicable Transfer Date. (b) Subject to the General Partner’s reimbursement obligations under the Secondment Agreement and Section 4.2(b), Chesapeake Management shall retain all obligations and liability for wages, salary, overtime pay, bonuses, incentive pay, other cash compensation and employee benefits of the Seconded Employees attributable to periods before the Transfer Date. Effective as of the Transfer Date, the General Partner shall assume and be solely responsible for (a) all accrued but unused vacation (including carry-over vacation) and sick leave entitlements, if applicable, of Transferred Employees attributable to periods before the Transfer Date and (b) all wages, salary, overtime pay, bonuses, incentive pay, vacation pay, sick pay, other cash compensation and employee benefits of Transferred Employees attributable to the period beginning on the Transfer Date. (c) The General Partner shall, for a period of not less than twelve (12) months following the Transfer Date, maintain a severance policy or program covering Transferred Employees who are involuntarily terminated by the General Partner without cause as part of a reduction in force. The terms, conditions and benefit levels of such policy or program shall be determined by the General Partner in its sole discretion; provided, however, that to the extent that service is a factor in determining eligibility for and calculating the amount of benefits under such policy or program, the service taken into account by the General Partner shall include service to the General Partner and service to Chesapeake Management and its Affiliates and predecessor entities to the extent recognized under the Benefit Plans.

Compensation Generally. (a) Subject If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the provisions Executive (or to his authorized representative or estate) (i) any Base Salary earned through the Date of Sections 2.1(a)Termination and unpaid expense reimbursements (subject to, 3.1(band in accordance with, Section 2(d) and 3.1(c) and Article IV of this Agreement); and (ii) any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”). (b) Termination by the Company without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a period of not less separation and general release agreement in a form and manner satisfactory to the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and fully effective, all within the time frame set forth in the Separation and General Release Agreement (but in no event later than twelve sixty (1260) months days after the Transfer DateDate of Termination), and the General Partner Executive not breaching any of his post-employment contractual obligations to the Company: (i) the Company shall maintain base salary or hourly base wages, as applicable, for each pay the Executive an amount equal to 12 months of the Transferred Employees that shall not be less than that paid to such Transferred Employee Executive’s then current Base Salary; and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Transfer Date of Termination and other compensation elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the earlier of (i) 12 months following the Date of Termination, (ii) the end of the Executive’s COBRA health continuation period or (iii) the date the Executive becomes eligible for health insurance coverage in connection with new employment or self- employment (and the Executive’s eligibility for any such benefits for such Transferred Employee thatshall be promptly reported by the Executive to the Company), in the aggregate, are substantially comparable to those in effect immediately prior an amount equal to the Transfer Date. However, nothing monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; (iii) the amounts payable under this Section 4(b) shall be paid out in this Agreement shall confer upon any Transferred Employee any right to continued employment with the General Partner, the MLP or its Subsidiaries, nor shall anything herein interfere with the right of the General Partner to relocate or terminate the employment of any of the Transferred Employees at any time after the Transfer Date or to withdraw an offer provided substantially equal installments in accordance with Section 2.1(athe Company’s payroll practice over 12 months commencing within sixty (60) prior to days after the applicable Transfer Date. (b) Subject to the General Partner’s reimbursement obligations under the Secondment Agreement and Section 4.2(b), Chesapeake Management shall retain all obligations and liability for wages, salary, overtime pay, bonuses, incentive pay, other cash compensation and employee benefits Date of the Seconded Employees attributable to periods before the Transfer Date. Effective as of the Transfer Date, the General Partner shall assume and be solely responsible for (a) all accrued but unused vacation (including carry-over vacation) and sick leave entitlements, if applicable, of Transferred Employees attributable to periods before the Transfer Date and (b) all wages, salary, overtime pay, bonuses, incentive pay, vacation pay, sick pay, other cash compensation and employee benefits of Transferred Employees attributable to the period beginning on the Transfer Date. (c) The General Partner shall, for a period of not less than twelve (12) months following the Transfer Date, maintain a severance policy or program covering Transferred Employees who are involuntarily terminated by the General Partner without cause as part of a reduction in force. The terms, conditions and benefit levels of such policy or program shall be determined by the General Partner in its sole discretionTermination; provided, however, that if the sixty (60)-day period begins in one calendar year and ends in a second calendar year, the severance amount shall begin to be paid in the second calendar year by the last day of such sixty (60)-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the extent that service day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a factor in determining eligibility separate payment for and calculating the amount purposes of benefits under such policy or program, the service taken into account by the General Partner shall include service to the General Partner and service to Chesapeake Management and its Affiliates and predecessor entities to the extent recognized under the Benefit Plans.Treasury Regulation Section 1.409A-2(b)(2); and