Equity Awards; Designated Seconded Employees. (a) During the Period of Secondment, Chesapeake may continue to grant Seconded Employees who are not Designated Seconded Employees (as defined below) equity-related compensation awards pursuant to the Chesapeake Energy Corporation Amended and Restated Long Term Incentive Plan, the Chesapeake Energy Corporation 2003 Stock Incentive Plan and/or such other equity incentive compensation plan as has been or may be adopted by Chesapeake, in accordance with customary business practices applicable to employees of Chesapeake Management. Any such awards shall provide for vesting to continue based on service with Chesapeake Management, the General Partner and any of their respective Affiliates and, with respect to any such awards that are options, if the Seconded Employee accepts employment with the General Partner after the Period of Secondment, the transfer of such employment shall not be considered a termination of employment that would trigger the beginning of any post-termination option exercise period. (b) Notwithstanding anything contained herein, each of Chesapeake and Chesapeake Management hereby agree that, during the Period of Secondment and during any other time at which a Designated Seconded Employee is employed by the General Partner, it shall not, and shall cause its Affiliates, other than the General Partner, not to, grant, issue or award such Designated Seconded Employee any equity or equity-based award with respect to securities of Chesapeake or such entity, including without limitation, shares of restricted or unrestricted stock, stock options, restricted stock units or stock appreciation rights (collectively, “Chesapeake Equity Awards”). The Parties hereby agree that in no event shall the General Partner have any obligation or liability with respect to any Chesapeake Equity Award granted to a Designated Seconded Employee, and that no cost or expense of or relating to any such Chesapeake Equity Award shall constitute a Seconded Employee Expense or be part of the Services Reimbursement hereunder. For purposes of this Agreement, “Designated Seconded Employees” shall mean those individuals listed on Exhibit C hereto and such other individuals identified as “Designated Seconded Employees” by mutual written agreement of the General Partner and Chesapeake Management, which agreement may be evidenced by their execution of an updated Exhibit C. For the avoidance of doubt, awards pursuant to the MICP shall not be considered Chesapeake Equity Awards for purposes of this Agreement. Further, notwithstanding anything to the contrary in this Section 4.5, Chesapeake and its Affiliates shall not be prohibited from making matching employer contributions in the form of Chesapeake common stock to the accounts of the Designated Seconded Employees under the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan or any successor 401(k) plan (the “Savings Plan”), in accordance with the provisions of the Savings Plan that apply generally to all eligible participants under such plan.
Appears in 5 contracts
Samples: Employee Secondment Agreement, Employee Secondment Agreement, Employee Secondment Agreement (Chesapeake Midstream Partners, L.P.)
