Common use of Termination Without Cause Clause in Contracts

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The Purchaser may terminate, at its sole option, any rights the Company may terminate have hereunder, without cause, as provided in this Agreement without Cause at any time by the service of written Section 11.02. Any such notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction shall be in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice writing and delivered to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Causeby registered mail as provided in Section 12.05. In the event the Executive is terminated Purchaser terminates the Company without Causecause with respect to some or all of the Mortgage Loans, the Executive will receive as termination compensation within thirty (30) days Purchaser shall be required to pay to the Company a Termination Fee in an amount equal to 2.0% of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion outstanding principal balance of the 2008 Incentive Award under paragraph 4.6 terminated Mortgage Loans as of this Agreement in a lump sum payment; and (d) payment the date of any vacation pay accrued through the Termination Datesuch termination. The right MISCELLANEOUS PROVISIONS Successor to the foregoing Company. Prior to termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement responsibilities and duties under this Agreement pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 after the 90 day period has expired, the Purchaser shall, (i) succeed to and assume all of the Company's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) through (iii) of Section 9.02 and which will operate shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Company under this Agreement prior to the termination of Company's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Purchaser may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree. In the event that the Company's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Company shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Company pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 12.01 and shall in no event relieve the Company of the representations and warranties made pursuant to Sections 3.01 and 3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04, 3.05 and 3.07, it being understood and agreed that the provisions of such Sections 3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company notwithstanding any such sale, assignment, resignation or termination of the Company, or the termination of this Agreement. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Company and to the Purchaser an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Company, with like effect as if originally named as a release party to this Agreement. Any termination or resignation of all legally waivable the Company or termination of this Agreement pursuant to Section 9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser may have against the Company arising out of the Company's actions or failure to act prior to any such termination or resignation. The Company shall deliver promptly to the successor servicer the Funds in the Custodial Account and Escrow Account and all Mortgage Files and related documents and statements held by it hereunder and the Executive's compliance with Company shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the provisions Company. Upon a successor's acceptance of this Agreementappointment as such, including all post-employment obligationsthe Company shall notify by mail the Purchaser of such appointment in accordance with the procedures set forth in Section 12.05.

Termination Without Cause. The Notwithstanding anything herein to the contrary, it is understood and agreed that the Company may terminate this Agreement without Cause Executive’s employment for any reason or for no reason at any time by or elect not to renew the service period of written notice of termination Executive’s employment pursuant to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason ConditionAgreement. If the Company fails terminates Executive’s employment for other than Cause or death or Disability or if the Company elects not to cure renew the Good Reason Condition within the thirty (30) day cure periodperiod of Executive’s employment pursuant to this Agreement, the Company shall have no further obligations to Executive may terminate under this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: other than (a) fifty-two (52) weeks the timely payment of Base Salary in a lump sum payment; the Accrued Obligations, and (b) all Equity Compensation granted to provided Executive under Section 4.3 of this Agreement executes a Separation and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this General Release Agreement in a lump sum paymentform reasonably satisfactory to the Company, (i) a payment of severance pay in the aggregate amount of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Separation Date (“Severance Pay”); (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; and (div) payment the COBRA Benefit (as hereinafter defined). Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of any vacation pay accrued through the Termination aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The right Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the foregoing termination compensation under clauses (a), (bcase may be) and (c) above is subject to the Executive's execution condition precedent that Executive not breach any material term of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions this Agreement. For purposes of this Agreement, including all post-employment obligationsif Executive is entitled to the “COBRA Benefit,” the Company shall, during the period (not to exceed eighteen (18) months) following Executive’s Separation Date which the Company is required to provide continued medical coverage to Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall either pay or reimburse Executive for one hundred percent (100%) of Executive’s COBRA premiums to continue for such period the same or reasonably equivalent medical coverage for Executive (and, if applicable, Executive’s eligible dependents) as in effect immediately prior to the Separation Date. Executive shall not be entitled to any additional compensation.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Executive’s employment is terminated by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “Accrued Obligations”). In addition, the Executive will receive as termination compensation within thirty (30) days be entitled to a prorated amount of the Termination Date: current calendar year Annual Bonus, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (abut in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twelve (12) fifty-two (52) weeks months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum payment; within sixty (b60) all Equity Compensation granted to calendar days of the date of termination. Provided the Executive timely elects continuation coverage under Section 4.3 the Consolidated Omnibus Budget Reconciliation Act of this Agreement and any Supplemental Matching Contributions 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan date of termination, during the twelve (12) month period following the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion date of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)termination, (b) and (c) above is subject to the Executive's execution ’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and premium for the Executive's compliance with ’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Stock Options shall cease vesting and (ii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the provisions of this Agreement, including all post-employment obligationsoriginal option term.

Termination Without Cause. The Company may shall have the right to terminate this Agreement without Cause Employee’s employment at any time by the service of written notice of termination and for any reason subject to the Executive specifying an effective date provisions of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"this Section 6(b). In the event that the Company shall terminate Employee’s employment for any reason other than as provided in Section 6(a), the Company shall as its sole obligation hereunder pay to Employee the Base Salary, subject to applicable federal and state income and social security tax withholding requirements and in accordance with the Company’s customary payroll practices, for the six month period immediately following termination. To the extent that any amount payable during this six month period following termination exceeds the lesser of elimination (1) two times the employee’s annual rate of compensation for the taxable year before the taxable year in which the termination occurs, or (2) two times the then current compensation limit set for tax-qualified retirement plans under Internal Revenue Code Section 401(a)(17), such excess amount shall not be paid to Employee before the date that is six months after the date of termination of the Executive's job position or reduction in duties and/or reassignment Employee (or, if earlier than the end of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure six month period, the Executive may terminate this Agreement and it will be deemed to be a termination without Causedate of death of the Employee). In the event the Executive is terminated without Causeaddition, for a period of six months, the Executive will receive Company shall contribute towards Employee’s COBRA premium, i.e., pay the same monthly amount for family coverage as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive it would if he were an active employee, if Employee is covered under Section 4.3 of this Agreement and any Supplemental Matching Contributions Company or Bank’s health welfare benefit plan prior to the Chesapeake Energy Corporation Amended cessation of his employment and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) elects to maintain coverage through COBRA. Employee shall be immediately vested; (c) responsible for the remaining unpaid portion of the 2008 Incentive Award monthly COBRA premium during this period. If Employee fails to make his portion of the COBRA payment before the 10th of the month for which coverage is sought (i.e. January 10th for January coverage), Company’s obligation under paragraph 4.6 of this Agreement in a lump sum payment; and (dSection 6(b) to pay toward Employee’s monthly COBRA premium shall cease. If Employee elects to extend coverage under Company or Bank’s health welfare benefit plan after six months, Employee will be responsible for the payment of any vacation the entire applicable COBRA premium. If Employee becomes eligible to enroll in another employer-sponsored health welfare benefit plan prior to end of the six months, Company’s obligation under this Section 6(b) to pay accrued through the Termination Datetoward Employee’s monthly COBRA premium shall cease. The right Company’s obligations to the foregoing termination compensation under clauses (a), (b) and (c) above is subject make certain payments to the Executive's execution or on behalf of the Company's severance Employee under this Section 6(b) is expressly conditioned upon the Employee executing and returning to Company a settlement agreement which that will operate as include a full waiver and release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreementclaims, including all post-employment obligationspotential claims known or unknown, against Company, Bank, their officers, directors, agents, employees, etc.

Termination Without Cause. The If the Company may terminate this Agreement terminates Executive’s employment without Cause (defined below), Executive shall be entitled to receive, in addition to the amounts due under Section 10A, as continuing severance pay at any time by a rate equal to Executive’s Base Salary, as then in effect, for nine (9) months from the service of written notice date of termination of employment, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the Executive specifying an year in which the date of termination occurs (based on the date of termination), in each case, less all required tax withholdings and other applicable deductions, payable in accordance with the Company’s standard payroll procedures, commencing on the effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Separation Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days Release of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and after the end of any applicable rescission or revocation period, and provided that Executive has not revoked or rescinded (or attempted to revoke or rescind) any claims under such Release, in substantially the form of Exhibit A attached hereto, the timely execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10B; provided that (1) such Separation Agreement and Release shall be executed and be fully effective within sixty (60) days of the Executive's compliance ’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the date of termination of employment; and (3) Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with all its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the provisions Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for nine (9) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, any of the foregoing payments due under this AgreementSection 10B shall commence within seventy (70) days of Executive’s termination of employment, including provided that if such seventy (70)-day period spans two (2) calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all post-employment obligationsoutstanding equity awards then held by Executive.

Termination Without Cause. The Company may shall have the right to terminate this Agreement without Cause Employee’s employment at any time by the service of written notice of termination and for any reason subject to the Executive specifying an effective date provisions of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"this Section 6(b). In the event that the Company shall terminate Employee’s employment for any reason other than as provided in Section 6(a), the Company shall as its sole obligation hereunder pay to Employee the Base Salary, subject to applicable federal and state income and social security tax withholding requirements and in accordance with the Company’s customary payroll practices, for the six month period immediately following termination. In addition, for a period of elimination of six months, the Executive's job position Company shall contribute towards Employee’s COBRA premium, i.e., pay the same monthly amount for family coverage as it would if he were an active employee, if Employee is covered under Company or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice Bank’s health welfare benefit plan prior to the Company within ninety (90) days cessation of the initial existence of the Good Reason Condition his employment and a thirty (30) day period elects to maintain coverage through COBRA. Employee shall be responsible for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award monthly COBRA premium during this period. If Employee fails to make his portion of the COBRA payment before the 10th of the month for which coverage is sought (i.e. January 10th for January coverage), Company’s obligation under paragraph 4.6 of this Agreement in a lump sum payment; and (dSection 6(b) to pay toward Employee’s monthly COBRA premium shall cease. If Employee elects to extend coverage under Company or Bank’s health welfare benefit plan after six months, Employee will be responsible for the payment of any vacation the entire applicable COBRA premium. If Employee becomes eligible to enroll in another employer-sponsored health welfare benefit plan prior to end of the six months, Company’s obligation under this Section 6(b) to pay accrued through the Termination Datetoward Employee’s monthly COBRA premium shall cease. The right Company’s obligations to the foregoing termination compensation under clauses (a), (b) and (c) above is subject make certain payments to the Executive's execution or on behalf of the Company's severance Employee under this Section 6(b) is expressly conditioned upon the Employee executing and returning to Company a settlement agreement which that will operate as include a full waiver and release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreementclaims, including all post-employment obligationspotential claims known or unknown, against Company, Bank, their officers, directors, agents, employees, etc.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Executive’s employment is terminated by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Company shall pay the Executive will receive any Base Salary from the preceding calendar year to the extent accrued but unpaid as termination compensation within thirty (30) days of the Termination Date: effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (acollectively, the “Accrued Obligations”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twelve (12) fifty-two (52) weeks months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum payment; within sixty (b60) all Equity Compensation granted to calendar days of the date of termination. Provided the Executive timely elects continuation coverage under Section 4.3 the Consolidated Omnibus Budget Reconciliation Act of this Agreement and any Supplemental Matching Contributions 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan date of termination, during the twelve (12) month period following the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion date of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)termination, (b) and (c) above is subject to the Executive's execution ’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and premium for the Executive's compliance with ’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Stock Options shall cease vesting and (ii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the provisions of this Agreement, including all post-employment obligationsoriginal option term.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time Subject to the provisions of Section 2 hereof, upon termination of the employment of the Executive by the service Company without cause after completion of written the notice period provided in Section 2(b), the Executive shall be entitled to receive: (i) the amount of the Executive’s Base Salary accrued with respect to the period prior to the date of termination of the Executive’s employment, to the extent not previously paid, (ii) a salary continuation benefit for a period of six (6) months following the date of termination of Executive’s employment, at a rate equal to the rate of Executive’s Base Salary as of the day immediately preceding the date of termination, payable at the times and in the manner of the Company’s regular payroll practices, provided, however, that this period of salary continuation benefit will be reduced by that number of weeks, if any, that the Executive remains employed by the Company but is required to remain away from work during the Notice Period and shall be further reduced to the extent that the Company pays salary in lieu of employment of Executive during the Notice Period and (iii) an amount in lieu of Discretionary Bonus equal to (x) the Discretionary Bonus, if any, paid to the Executive specifying an effective date for the fiscal year of such termination not sooner than thirty the Company immediately preceding the year in which Executive’s employment is terminated, multiplied by (30y) business a fraction, the numerator of which is the number of days after of Executive’s employment by the date Company during the fiscal year of such notice the Company in which Executive’s employment is terminated, and the denominator of which is 365. Any amount payable to the Executive pursuant to clause (ii) or (iii) of this Section 6(a) shall be paid to the "Termination Date"). In Executive only in the event that he executes a release of elimination liability in favor of the Executive's job position or reduction Company in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice form satisfactory to the Company within ninety (90) days and to the extent that Executive is not otherwise in breach of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Causeor such release agreement at the time of payment. In Notwithstanding anything else contained herein, in the event that the Executive is terminated without Causecause within the one year period following a “change of control” (as defined herein), Executive shall be entitled to receive the Executive will receive as termination compensation within thirty (30benefits set forth in Section 6(d) days in lieu of the Termination Date: (abenefits set forth in Section 6(a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsabove.

Termination Without Cause. The Company may terminate If the Bank terminates Executive’s employment Without Cause during the Employment Period: (i) Executive will be paid his Salary and any Benefits accrued through the last day of his employment; (ii) so long as Executive continues to comply with Sections 7, 8, and 9 of this Agreement without Cause Agreement, Executive will be entitled to receive continuing payments of Salary installments, at any time by the service Salary rate in effect as of written notice the last day of termination employment, for a period equal to the lesser of twelve (12) months or the remaining Employment Period, determined as of the date Executive’s employment is terminated, subject to the requirement set forth below that the Executive specifying an execute a release agreement; and (iii) Executive’s rights with respect to vested and unvested stock options will be determined as provided in the applicable stock option plan; provided, however, if the effective date of such termination Without Cause occurs prior to the first anniversary of the Effective Date (of the Transaction), then Executive shall be entitled to the benefits in Section 5. As a condition precedent to the Executive’s right to receive the severance payments set forth in clause (ii) of this subsection 4(d), Executive must sign a release of all claims against the Bank, and its officers, directors, employees and agents, and the Bank’s Affiliates, and their officers, directors, employees and agents, in a form acceptable to the Bank; provided, however, such release shall not sooner cover any benefit plan, program, or agreement of the Bank that is applicable to the Executive. Executive must sign and return the release, if at all, so that the release is effective (taking into account any revocation period provided for therein, if any) by no later than thirty the sixtieth (3060th) calendar day following the date the Executive’s employment is terminated. The first payment will be made on the Bank’s next regular pay-day which is at least five (5) business days after following the later of the effective date of the release or the date it is received by the Bank; but that first payment shall include all amounts accrued from the date of such notice termination. Where the period available to execute (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive and to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions"not revoke) the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodrelease spans more than one calendar year, the Executive may terminate this Agreement and it will payment shall not be deemed to be a termination without Cause. In made until the event second calendar year, or later, as required by the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 applicable terms of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion Section 409A of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsCode.

Termination Without Cause. The At any time Company may shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall pay Employee any time by unpaid amounts of his Total Salary accrued prior to the service date of termination and shall reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company provided Employee with less than ninety (90) days prior written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the "Termination Date"“Without Cause Notice Period”), subject to all appropriate withholdings and deductions. In If there is a Change in Control of Company at any time during the event Term, however, whether before or after any notice of elimination termination without Cause, then Employee shall be entitled to receive notice of the Executive's job position or reduction effective date of termination twelve (12) months prior to such date (“Change in duties and/or reassignment Control Notice Period”) instead of the Executive Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a new position lump sum upon the termination of less authority or reduction in Base Salary (collectively referred Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed a form of release agreement satisfactory to as Company, returned it to Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the "Good Reason Conditions") the Executive may terminate right to any payment under this Agreement if the Executive provides notice to the Section 4.4 unless such release, which will be provided by Company promptly after Employee’s termination, is signed and not subsequently revoked within ninety (90) days of after it has been provided to Employee. Employee shall also receive the initial existence of the Good Reason Condition and a thirty (30) day period Additional Benefits for the Company to cure entire Without Cause Notice Period or the Good Reason Condition. If Change in Control Notice Period, as the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive case may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up PlanSeverance Benefits”) Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall be immediately vested; (c) have no further liability hereunder other than any amounts then payable pursuant to any employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee in accordance with Section 3.2 and under the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Dateterms thereof. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions For purposes of this Agreement, including a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the voting securities of Company or Parent; or (ii) as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all post-employment obligationsor substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company may terminate this Agreement without Cause the employment of Executive at any time by without notice and without Cause (as defined in Section 3.2). In such event, Executive shall, at the service of written notice of termination Company’s sole discretion, be entitled to the Executive specifying an effective date lesser of such termination not sooner than thirty (30i) business days after the total amount of the Executive’s base salary that remains unpaid under this Agreement, which shall be paid monthly or (ii) monthly salary payments for twelve (12) months, based on Executive’s monthly rate of base salary at the date of such notice termination, provided, however in lieu of the aforementioned monthly payments, the Company may in its sole discretion pay such payments in a lump-sum. Payment by the Company of the foregoing severance amounts shall be contingent upon Executive executing and delivering to the Company a release agreement substantially in the form and substance set forth in Exhibit A hereto and such release becoming effective, and only so long as Executive does not revoke or breach the provisions of the General Release or Sections 4 and 5 herein (the "Termination Date"provided, that Executive’s breach of such Sections or termination of severance payments shall not relieve Executive of his obligations thereunder). In Executive shall also be entitled to: (i) payment for accrued and unused vacation; (ii) the event immediate vesting of elimination any non-vested equity-related instruments granted pursuant to Section 2.6 of this Agreement; and (iii) any bonuses which have accrued prior to the date of Executive’s termination. Furthermore, shares of any of the Executive's job position ’s stock subject to any lockups will be immediately released from such restrictions and registered by the Company within 30 days of Executive’s termination. All of Executive’s rights to salary, paid time off, employee benefits, and other compensation which would have accrued or reduction become payable after the termination of Executive’s employment shall cease upon Executive’s termination, other than those expressly required under applicable law (such as COBRA). Accrued benefits, if any, will be payable in duties and/or reassignment accordance with the applicable benefit plan provisions of the Company. Upon the termination of Executive’s employment with the Company for any reason, Executive to a new position shall within one calendar week of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice such termination return to the Company within ninety (90) days of the initial existence of the Good Reason Condition all electronic equipment, media, and a thirty (30) day period for supplies provided by the Company to cure the Good Reason ConditionExecutive. If Furthermore, within one calendar week of Executive’s termination of employment with the Company, Executive shall also return to the Company, all Company fails to cure the Good Reason Condition within the thirty (30) day cure period, files used by the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days shall not retain any copies of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationssuch files.

Termination Without Cause. The Notwithstanding anything to the contrary in this Agreement, the Company may may, at any time, terminate this Agreement Employee’s employment without Cause (as defined above) by giving Employee at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than least thirty (30) business days after prior written notice of the effective date of such notice (the "Termination Date")Employee’s termination. In the event of elimination such termination of the Executive's job position or reduction in duties and/or reassignment employment without Cause, Employee shall be entitled to receive (i) Earned Pay, (ii) severance benefits, which shall consist of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice an after-tax, lump sum payment equal to the Company’s share of Employee’s medical coverage under the Company’s group health plan, measured as if Employee properly and timely elected continuation coverage as prescribed by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for the Severance Period (defined in Section 5.2 below) (the “COBRA Cash Stipend”), (iii) severance pay, which shall be equal to Employee’s Salary for the Severance Period (as defined in Section 5.2), payable in regular installments in accordance with the Company’s standard payroll practices (“Severance Pay”), and (iv) pro-rata bonus (cash or equivalent). The Company shall commence payment of Severance Pay and shall pay the COBRA Cash Stipend and bonuses within ninety sixty (9060) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the initial existence Waiver and General Release described in Section 5.3 of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without CauseAgreement. In the event the Executive sixty (60) day time period spans two (2) calendar years, payment will begin or be made, as applicable, in the second calendar year. The first payment of the Severance Pay shall include any installments to which Employee would have been entitled had payments commenced upon the date of Employee’s termination of employment. The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is terminated without Causeentitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, at all times, the Executive will conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive as the COBRA Cash Stipend and continue to receive Severance Pay under this Section 5.1(b) following Employee’s termination compensation within thirty of employment. If, during the Severance Period, Employee engages in any Restricted Activity with any Competing Business, Employee shall notify the Company in writing no later than five (305) business days from the date Employee has commenced such Restricted Activity (“Commencement Date”). Further, upon determination by a court of competent jurisdiction that Employee has violated the Termination Date: (a) fifty-two (52) weeks restrictive covenants set forth in Article IV, Employee shall repay all Severance Pay paid to Employee following the cessation of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of Employee’s employment with the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive Corporation may terminate this Agreement and it will be deemed to be a termination without Cause. In the event employment of the Executive is at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment with the Corporation be terminated without Causefor any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to the following severance benefits: • An amount equal to three (3) months of the Annual Base Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive as termination compensation the Severance Benefits payment, he must sign a separation and release and discharge agreement within thirty twenty (3020) days of being notified of the Termination Date: (a) fifty-termination, indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless If the termination without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (522) weeks of Base Salary in such termination that he elects that his Severance Benefits be payable as a lump sum payment; (b) , or a set of lump sum payments over a specified period of time, in which case this lump sum payment or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s position is restructured or changed for another senior management position within the Corporation, with equivalent base salary, bonus and all Equity Compensation granted benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to Executive under Section 4.3 seek the application of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)section 10.2, (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of but the provisions of this Agreement, including all post-employment obligationssection shall continue to apply for the benefit of the Executive after this change of position within the Corporation.

Termination Without Cause. The Company may terminate this Agreement without In the event that Executive’s employment is terminated Without Cause at any time by during the service Employment Period, the Bank shall: (i) pay Executive his Earned Salary (as defined above); (ii) pay Executive his Prorated Incentive Compensation (as defined above); (iii) make, for the benefit of written notice Executive, the Accrued Plan Contribution (as defined above); (iv) subject to Section 6(j), provide Executive (or upon his death, his surviving spouse and minor children, if any) with coverage under the Core Plans (or if applicable, a Contingent Insurance Stipend) for a period of termination to thirty-six (36) months from the Executive specifying an effective date of the termination of Executive’s Employment (in each case subject to Executive’s payment of the costs and contributions that such termination not sooner than thirty (30) business days after plans provide are the date responsibility of the insured employee and the availability of such notice continued coverage through the Bank’s then-current insurance carrier); and (v) pay Executive an amount equal to three (3) times Executive’s Average Annual Compensation. The term “Average Annual Compensation” shall mean the "Termination Date")average of Executive’s annual Compensation based on the most recent three (3) taxable years, or if Executive was employed by the Bank for less than three (3) full taxable years, based on such lesser number of taxable years or portions thereof as Executive was employed by the Bank. In The term “Compensation” shall mean, for the event of elimination purposes of the Executive's job position foregoing definition as it relates to any tax year, all Base Salary, incentive compensation, bonuses, special allowances, other compensation, club dues and other benefits paid by the Bank to Executive in such taxable year pursuant to Section 3(a) through (k) hereof, any director or reduction committee fees paid by the Bank to Executive during such tax year, and any other taxable income paid by the Bank to Executive during such tax year. Except as provided in duties and/or reassignment Section 3(j) (but only with respect to the assumption and continuation of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions"Life Insurance Policy) the Executive may terminate and this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodSection 6(c), the Bank shall have no obligation to provide Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination with any other compensation within thirty or benefits pursuant Section 3(a) through (30k) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under or Section 4.3 6 of this Agreement following a termination of Executive’s employment Without Cause. Except as provided in Section 6(g) hereof, the amounts payable under Sections (ii) and (v) hereof shall be paid in equal installments over the period beginning on the Bank’s first regular payroll date after the effective date of termination and continuing thereafter on each regular payroll date for thirty-six (36) months. Upon Executive’s death, any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”payments due under this Section 6(c) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right paid, as applicable, to the foregoing termination compensation under clauses (a)Executive’s estate, (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate trust or as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsotherwise required by law.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event that Executive’s employment is terminated for any reason other than for Cause (except for a voluntary termination of elimination employment by Executive, in which case this Section 5.2 does not apply), the Company shall pay to Executive (or in the event of Executive’s death, to Executive’s designated beneficiary, or if none, to Executive’s estate) an amount equal to the Executive's job position or reduction ’s annual base salary then in duties and/or reassignment of effect (the Executive to “Severance Amount”), payable at the Company’s option, either (i) in substantially equal installments on the Company’s regularly scheduled payroll dates over a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition 12-month period and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation commencing within thirty (30) days of after the date Executive’s employment with the Company is terminated (the “Termination Date: ”), or (aii) fifty-two (52) weeks of Base Salary in a lump sum payment; within thirty (b30) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through days following the Termination Date. The right In addition, during the twelve (12) month period following the Termination Date (the “Severance Period”), if Executive (or Executive’s eligible dependents enrolled in the Company’s health plan) is eligible for and elects COBRA coverage, the Company shall reimburse to Executive (or in the event of Executive’s death, to Executive’s eligible dependent(s)) the COBRA coverage premium incurred and paid by Executive (or in the event of Executive’s death, Executive’s eligible dependent(s)) upon proof of payment of such premium (the “COBRA Reimbursement Amount”). For avoidance of doubt, the Company shall have no obligations under this Agreement to pay any COBRA Reimbursement Amount after the end of the Severance Period. Notwithstanding the foregoing, to the foregoing termination compensation extent that any payment under clauses this Section 5.2 constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (athe “Code”), (b) and (c) above is subject to the Executive's execution extent Executive is a “specified employee” as defined under Code Section 409A, then to the extent required under Code Section 409A, any such payment scheduled to occur during the first six (6) months following the Termination Date shall not be paid until the first regularly scheduled pay period following the sixth month following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. The payment obligations set forth in this Section 5.2 shall be contingent upon the Company's severance agreement which will operate as Executive first executing a release of all legally waivable claims against claims, the Company form of which is satisfactory to the Company, and the Executive's compliance with all lapse of the provisions of this Agreement, including all post-employment obligationsapplicable rescission period related thereto.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Executive’s employment is terminated by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “‘Accrued Obligations”). In addition, the Executive will receive as termination compensation within thirty (30) days be entitled to a prorated amount of the Termination Date: current calendar year Annual Bonus, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (abut in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twelve (12) fifty-two (52) weeks months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum payment; within sixty (b60) all Equity Compensation granted to calendar days of the date of termination. Provided the Executive timely elects continuation coverage under Section 4.3 the Consolidated Omnibus Budget Reconciliation Act of this Agreement and any Supplemental Matching Contributions 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan date of termination, during the twelve (12) month period following the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion date of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)termination, (b) and (c) above is subject to the Executive's execution ’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and premium for the Executive's compliance with ’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Stock Options shall cease vesting and (ii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the provisions of this Agreement, including all post-employment obligationsoriginal option term.

Termination Without Cause. The Company Board may terminate this Agreement Executive’s employment without Cause at any time Cause. Such termination shall be communicated by the service delivery of written a notice of termination to the Executive specifying an in accordance with Section 5.1 and shall be effective date of such termination not sooner than thirty (30) business days after as the date of such notice (the "Termination Date"). In the event of elimination delivery of the Executive's job position or reduction notice of termination, unless otherwise stated in duties and/or reassignment the notice of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Conditiontermination. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive Executive’s employment is terminated without Cause, then (i) other than obligations under this subsection, the Company’s obligations under this Agreement shall immediately cease, and (ii) Executive will shall be entitled to receive as termination compensation within thirty (30) days payment of the Termination Dateaggregate amount of the following as of the date of termination: (aA) fifty-two (52) weeks of Executive’s Base Salary then in a lump sum paymenteffect which has been earned but unpaid; (bB) all Equity Compensation granted earned but unpaid bonus, and accrued, unused paid vacation; (C) vested benefits under any employee benefit plan then in effect and applicable to Executive; (D) any benefits to which Executive is entitled under Section 4.3 of law; and (E) any expenses which are reimbursable under this Agreement and any Supplemental Matching Contributions incurred prior to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) date of termination. In addition, Executive shall be immediately vested; entitled to receive severance benefits equivalent to twelve (c12) months Base Salary then in effect, less applicable statutory deductions and withholdings and the remaining unpaid portion of Company shall continue to provide health benefits to Executive during such twelve (12) month period (“Severance Benefits”), provided that the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; Company’s obligation to pay, and (d) payment of any vacation pay accrued through the Termination Date. The Executive’s right to the foregoing termination compensation under clauses (a)receive, (b) and (c) above is subject to the Severance Benefits shall be conditioned upon Executive's ’s execution of the Company's severance agreement which will operate as a general release of all legally waivable claims against and covenant not to sxx the Company and related parties, and reaffirmation of Executive’s agreements not to disclose, use, or make available the Company’s trade secrets and confidential information, and shall cease in the event of Executive's compliance with all ’s breach of his obligations under this Agreement and/or the provisions of this Agreement, including all post-employment obligationsEPPI.

Termination Without Cause. The In the event that the Company may terminate this Agreement discharges the Executive without Cause cause, the Executive shall be entitled to the following compensation during the remainder of the Employment Period (the length of which shall be determined under Paragraph 3d) unless sooner terminated by Executive’s disability or death): (i) the salary provided in Paragraph 2a), payable in accordance with the usual payroll schedule, (ii) two-thirds of the targeted incentive provided in Paragraph 2b) for each year during the Employment Period (or, on a pro rata basis, portion of a year), payable on the normal payment date(s) for such incentive, (iii) the vesting of any restricted stock awards and the immediate exercisability of any stock options which would have vested or become exercisable during the Employment Period, and (iv) continued participation in the Company’s medical plan under the same terms and conditions as an active employee, with eligibility for continuation coverage for Executive and his eligible dependents under the plan’s COBRA provisions at the end of the Employment Period at Executive’s own expense. However, participation in the Company’s 401(k) plan, ESOP and all welfare and fringe benefit plans (other than the medical plan) will cease on the Executive’s last day of active work, subject to any time by the service of written notice of termination conversion rights generally available to former employees. Any amounts payable to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after under this Paragraph 6 shall be reduced by the date of such notice (the "Termination Date"). In the event of elimination amount of the Executive's job position or reduction in duties and/or reassignment of ’s earnings from other employment (which the Executive shall have an affirmative duty to seek; provided, however, that the Executive shall not be obligated to accept a new position of less authority or reduction in Base Salary (collectively referred which is not reasonably comparable to as his employment with the "Good Reason Conditions") Company). Notwithstanding the Executive may terminate this Agreement foregoing, if the Executive provides notice is a “specified employee” for purposes of 409A, no deferred compensation (including without limitation salary continuation payments in accordance with clause (i) above) payable at separation from service that is not exempt from application of 409A as a short term deferral or separation pay will be paid to Executive during the Company within ninety (90) days of 6-month period immediately following the initial existence of the Good Reason Condition and a thirty (30) day period he ceases active work for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodCompany, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Makesuch payments otherwise due during such 6-Up Plan”) month period shall be immediately vested; (c) paid on the remaining unpaid portion first business day following completion of such 6-month period along with simple interest at the 2008 Incentive Award under paragraph 4.6 six-month Treasury rate in effect at the beginning of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all postsuch 6-employment obligationsmonth period.

Termination Without Cause. The Company Employers may terminate this Agreement without the Executive’s employment for reasons other than Cause at any time by the service of upon not less than 60 days prior written notice of termination delivered to the Executive specifying an effective date Executive, in which event the Employers shall pay to the Executive, within 30 days of such termination not sooner than thirty (30) business days after the date of termination, a lump sum payment equivalent to the unpaid Base Salary that would have been paid to or earned by the Executive pursuant to this Agreement, if the Executive had remained employed under the terms of this Agreement through the end of the Employment Term. If the Executive terminates his employment with the Employers during the Employment Term for “Good Reason,” such notice (termination shall be deemed to have been a termination by the "Termination Date"). In the event of elimination Employers of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination ’s employment without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions For purposes of this Agreement, including “Good Reason” shall mean: (1) the assignment to the Executive by the Employers (or either of them) of duties materially inconsistent with the Executive’s position, duties, responsibilities, and status with the Employers, a material adverse change in the Executive’s titles or offices, any removal of the Executive from or any failure to reelect the Executive to any of such positions, except in connection with the termination of his employment for Cause, or any action that would have a material adverse effect on the physical conditions in which the Executive performs his employment duties; or (2) a reduction by the Employers in the Executive’s Base Salary; or (3) the taking of any action by the Employers that would materially adversely affect the Executive’s participation in or materially reduce the Executive’s benefits under any employee benefit plan or deprive the Executive of any material fringe benefit enjoyed by the Executive, except for a reduction in benefits that is being applied generally to all post-employment obligationssimilarly situated employees; or (4) any requirement that the Executive relocate to any place more than 10 miles away from the Syracuse, New York location or 10 miles away from the Utica, New York location or outside the State of New York, to perform his duties hereunder, except for reasonably required travel by the Executive on the business of the Employers; or (5) any other action or inaction that constitutes a material breach by the Employers (or either of them) of this Agreement; or (6) any failure by the Employers to obtain the assumption of this Agreement by any acquirors, successors or assigns of the Employers.

Termination Without Cause. The Company Employer may terminate this Agreement without Cause cause at any time. “Without cause” termination shall include, but not be limited to: (i) Employer’s notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer’s notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee’s prior office location; and (iii) Employer’s reduction of Employee’s base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time by equal to twelve months. Such pay continuation is contingent upon Employee executing Employer’s standard severance agreement, which incorporates a general release, at the service time of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty termination. In addition, Employee will receive (30i) business days after any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee’s termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee’s vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such notice plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the "Termination Date")nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the event Employer may consider factors that include but are not limited to (i) the Employee’s target bonus (percentage of elimination base salary), (ii) the Company’s financial performance and (iii) the Employee’s achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee’s bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be contingent upon the Company satisfying the financial targets established by the Company’s Board of Directors. Payment of any bonus shall be made at the time of the Executive's job position or reduction in duties and/or reassignment of annual bonus payout for all employees. COBRA coverage may be elected to continue health, dental, and vision insurance during the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period employee contribution rate for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid health insurance portion of the 2008 Incentive Award COBRA coverage during the Severance Period. Dental and vision coverage under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through COBRA will be billed at the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsfull COBRA rate.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "“Termination Date"”). In the event of elimination of the Executive's ’s job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "“Good Reason Conditions"”) the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's ’s execution of the Company's ’s severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's ’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The At any time Company may shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall (a) pay Employee any time by unpaid amounts of his Total Salary accrued prior to the service date of termination and (b) reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company provided Employee with less than ninety (90) days prior written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after without Cause, then in addition to his Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to his Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the "Termination Date"“Without Cause Notice Period”), subject to all appropriate withholdings and deductions. In If there is a Change in Control of Company at any time during the event Term, however, whether before or after any notice of elimination termination without Cause, then Employee shall be entitled to receive notice of the Executive's job position or reduction effective date of termination twelve (12) months prior to such date (“Change in duties and/or reassignment Control Notice Period”) instead of the Executive Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a new position lump sum upon the termination of less authority or reduction in Base Salary (collectively referred Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to as Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the "Good Reason Conditions") the Executive may terminate right to any Severance Payments under this Agreement if the Executive provides notice to the Company Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days of after it is provided to Employee by Company. Employee shall receive the initial existence of the Good Reason Condition and a thirty (30) day period Additional Benefits for the Company period of time during so long as Severance Payments are being made to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan Employee (the “401(k) Make-Up PlanSeverance Benefits”) ). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of have no further liability to Employee other than any vacation pay accrued through the Termination Date. The right amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions terms thereof. For purposes of this Agreement, including a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the voting securities of Company or Parent; or (ii) as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all post-employment obligationsor substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive Corporation may terminate this Agreement and it will be deemed to be a termination without Cause. In the event employment of the Executive is at any time, by providing 45 days’ prior notice of termination (the “Notice of Termination”). Should the Executive’s employment with the Corporation be terminated without Causefor any reason whatsoever other than For Cause or as a result of an effective change of control of the Corporation and other than upon the Executive’s death, retirement at normal retirement age or should the Executive terminate his employment for Good Reason (as defined hereinafter), the Executive will be entitled to the following severance benefits: • An amount equal to three (3) months of the Annual Base Salary payable plus one (1) month of annual base salary for each completed full year of active employment, all subject to a total maximum of twelve (12) months of annual base salary in total (the “Severance Benefits”). The Executive understands and agrees that any performance, bonus or merit reviews that may be pending, in process, or “past due” will not be taken into account or included in the severance pay. The Executive also agrees that in order to receive as termination compensation the Severance Benefits payment, he must sign a separation and release and discharge agreement within thirty twenty (3020) days of being notified of the Termination Date: (a) fifty-termination, indemnifying and holding the Corporation, its parent Company, and affiliates, directors, officers and others harmless; and If the termination without cause follows an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period unless the Corporation is notified by the Executive in writing within two (522) weeks of Base Salary in such termination that he elects that his Severance Benefits be payable as a lump sum payment; (b) , or a set of lump sum payments over a specified period of time, in which case this lump sum payment or payments shall be payable within 10 days after such notification. If this termination without cause does not follow an effective change of control of the Corporation, then the Severance Benefits shall be payable in accordance with the Corporation’s pay policy over the severance period. For greater certainty, and notwithstanding any other provision in this agreement, the parties agree that if the Executive’s position is changed for another senior management position within the Corporation, with equivalent base salary, bonus and all Equity Compensation granted benefits, this shall not be interpreted as a constructive dismissal and the Executive shall not have the right to Executive under Section 4.3 seek the application of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)section 10.2, (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of but the provisions of this Agreement, including all post-employment obligationssection shall continue to apply for the benefit of the Executive after this change of position within the Corporation.

Termination Without Cause. The If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (as defined below), the Company (or its successor, as the case may terminate this Agreement without Cause at be) shall pay to Employee (i) any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after accrued but unpaid Base Salary and vacation through the date of such notice termination, (ii) reimbursement for any expenses as set forth in Section 3.5, through the "Termination Date")date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the event Option shares in addition to the service he has accrued toward vesting through the date of elimination termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the ExecutiveCompany's job position or reduction Common Stock and all restricted stock grants (subject to any vesting deferrals provided in duties and/or reassignment any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of the Executive to a new position of less authority or reduction termination. As used in Base Salary this Section 4.2, Employee shall be deemed "Involuntarily Terminated" if (collectively referred to as the "Good Reason Conditions"i) the Executive may terminate this Agreement if the Executive provides notice Company or any successor to the Company within ninety terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (90as defined in the Company's 1999 Stock Incentive Plan); or (ii) days in connection with or following a Corporate Transaction or Change of the initial existence of the Good Reason Condition and Control there is (a) a thirty decrease in Employee's title or responsibilities (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be being deemed to be a termination without Cause. In decrease in title and/or responsibilities if Employee is not offered the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days position of Senior Vice President and General Counsel of the Termination Date: (a) fifty-two (52) weeks Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aControl), (b) and a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) above is subject to the Executive's execution a requirement that Employee re-locate out of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsgreater Los Angeles metropolitan area.

Termination Without Cause. The or by the Executive for Good Reason Prior to Change in Control. Prior to a Change in Control and upon 30 days prior written notice to the Executive, the Company may terminate this Agreement the Executive's employment hereunder without Cause at any time Cause. Prior to a Change in Control and upon 30 days prior written notice to the Company the Executive may terminate his employment hereunder with the Company for Good Reason. In either such event (unless the Executive has incurred a termination under Section 6.1 or 6.2 above), the Executive shall be entitled to, upon execution and effectiveness of a general release in substantially the form attached as exhibit "A" and upon resignation by the service Executive from the Board: (a) (i) Base Salary earned but unpaid as of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction termination, (ii) Base Salary continuation for twenty-four months, and (iii) payment of two times the Total Award under the AIMSPP for the year in duties and/or reassignment which any termination occurs paid in 24 substantially equal payments over the Base Salary continuation period; (b) continuation of medical benefits in effect as of the Executive to date of termination for a new position period of less authority or reduction two years following the date of termination at the Company's sole expense and following the expiration of this coverage period, COBRA continuation coverage under the Company's medical plan for 18 months in Base Salary (collectively referred to as accordance with applicable law at the "Good Reason Conditions") Executive's sole expense provided that the Executive may terminate this Agreement if is not enrolled in another group health plan; (c) immediate payment of any unpaid expense reimbursements, deferred compensation and unused accrued vacation days through the date of termination; and (d) any other payments and/or benefits which the Executive provides notice is entitled to the Company within ninety (90) days receive under any of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodBenefit Plans, the Executive may terminate this Agreement and it will be deemed to be a termination without CauseAIMSPP, the SERP or otherwise in accordance with the terms of such plan or agreement. In the event the Executive intends to terminate his employment with the Company for Good Reason such prior written notice shall specify the particular act or acts, or failure to act, which is terminated without Causeor are the basis for the Executive's decision to so terminate his employment for Good Reason. The Company shall be given 30 days after such notice to correct such act or failure to act. Upon failure of the Company, with such 30 day period, to correct such act or failure to act, the Executive will receive as termination compensation may proceed to terminate his employment with the Company. In the event that a Change in Control occurs within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to six months following the Executive's execution termination of employment under this Section 6.3, the Company's severance agreement Executive shall be entitled to receive the additional payments and benefits to which will operate as he would be entitled had his employment terminated following a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsChange in Control under Section 6.4 below.

Termination Without Cause. The Company may terminate this Agreement the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination (the “Termination Date”) not sooner than thirty (30) business days after the date of such notice (the "Termination Date")notice. In the event of elimination of the Executive's ’s job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary (collectively referred to as the "“Good Reason Conditions") ”), the Executive may terminate this Agreement the Executive’s employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement within thirty (30) days following the expiration of the cure period and it will be deemed to be a termination without Cause. (The “Termination Date” in the event of a termination by the Executive in connection with Good Reason Condition(s) shall be the date specified in the Executive’s notice, which may be no earlier than thirty (30) days following the delivery by the Executive of such notice.) In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; payment (or, in the event such termination occurs within two (2) years after a Change in Control (as defined below), fifty-two (52) weeks of Base Salary plus the most recent actual bonus (excluding signing bonuses) paid to the Executive during the twelve (12) calendar months preceding the Change in Control (or, if the Executive’s most recent annual bonus was paid semi-annually, then the two most recent semi-annual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change in Control)) and (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued but unused through the Termination Date. The right to the foregoing termination compensation under clauses clause (a), (b) and (c) above is subject to the Executive's execution ’s execution, on or before thirty (30) days following the Termination Date, of the Company's ’s severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive's ’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The Anything contained in each of the Employment Agreements with Xxxx X. Xxxxxx and Xxxxxx Xxxxxx or in the GNP Agreement to the contrary notwithstanding, the Company may terminate this Agreement without Cause at any time terminate such Founder's employment with the Company under such Founder's Employment Agreement without cause by the service of giving such Founder reasonable prior written notice of termination thereof (but not less than 30 days prior to the Executive specifying an effective date of such termination, subject however to such requirements and safeguards regarding the Founder's continued employment with the Company during such notice period as the Company may determine), which termination shall take effect at the time specified in such notice (which shall not in any event be prior to the date on which such notice is given to such Founder). A termination pursuant to this Section 4 is called a "Termination Without Cause" in this Agreement. In the ------------------------- event of such Founder's Termination Without Cause, neither such Founder nor his beneficiaries or estate shall have any rights or claims against the Company except: to receive all accrued and unpaid Salary earned by such Founder pursuant to Section 3 of this Agreement through the effective date of such termination; to receive all accrued and unpaid benefits to which the Founder is entitled pursuant to Section 4.2 of such Founder's Employment Agreement through the effective date of such termination and to receive, during any "COBRA" continuation period mandated by law during which the terminated Founder (x) is not sooner eligible for coverage under another group health insurance plan and (y) continues coverage during such continuation period under the Company's group health insurance plan, an amount equal to the premium payments that the Company would have otherwise paid under such group health insurance plan to cover such Founder had such Founder not been terminated; to receive reimbursement for all amounts to which such Founder is entitled under Sections 2.6 and 2.7 of the Employment Agreement; and subject to the continued compliance by such Founder with the provisions of Sections 11, 12, and 13 of such Founder's Employment Agreement, to continue to receive the salary in effect pursuant to Section 3 hereof on the effective date of such termination for a period of two years commencing on the effective date of such termination and continuing until (but excluding) the second anniversary thereof, paid to such Founder in such installments as is the Company's practice from time to time during such period with respect to the payment of salaries and wages to its executive officers generally, but in any event not less than thirty (30) business often than monthly; provided, however, that, subject to the continued compliance by -------- ------- such Founder with the provisions of Sections 11, 12, and 13 of such Founder's Employment Agreement, in the event such Founder shall be employed full-time by another person or entity during such two-year period, such Founder shall have the option of receiving the unpaid balance of the aggregate amount to which he is entitled hereunder in a single lump sum, which shall be due and payable to such Founder within 15 days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate receipt of written certification from such Founder as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsto such other employment.

Termination Without Cause. FOR GOOD REASON, OR DUE TO EXECUTIVE'S DEATH OR PERMANENT DISABILITY. The Company may terminate this Agreement Executive's employment without Cause at any time by the service of upon 15 days' prior written notice of termination Notice to Executive, and Executive may terminate his employment with Good Reason at any time upon 15 days' prior written Notice to the Executive specifying an effective Company, in each case, subject to any applicable cure periods (in the case of a termination without Cause or for Good Reason, the date specified in any such Notice in accordance with this Section 5.1 shall constitute the "DATE OF TERMINATION"). For purposes of such clarity, the Company's delivery of Notice in accordance with Section 2(a) of its decision not to renew the Term shall not constitute termination not sooner than thirty without Cause, and shall be governed by Section 5.5 below. Executive's employment shall also terminate upon the occurrence of Executive's death or Permanent Disability (30) business days after in the case of a termination due to Executive's death or Permanent Disability, the date of such notice (the death or the date specified in a Notice from the Company indicating termination due to Permanent Disability shall constitute the "Date of Termination"). If Executive's employment is terminated pursuant to this Section 5.1, the Company shall promptly, or in the case of obligations described in clause (e) below, as such obligations become due to Executive, pay or provide to Executive (or his estate), (a) Executive's earned but unpaid Base Salary accrued through such Date of Termination, (b) accrued but unpaid vacation time through such Date of Termination, (c) any MIP Bonus required to be paid to Executive pursuant to this Agreement for any fiscal year of the Company ending prior to the Date of Termination, to the extent payable, but not previously paid, (d) reimbursement of any business expenses incurred by Executive prior to the Date of Termination Datethat are reimbursable under Section 3.5 above, and (e) any vested benefits and other amounts due to Executive under any plan, program, policy of, or other agreement with, the Company (together, the "ACCRUED OBLIGATIONS"). In the event of elimination of the Executive's job position addition, if Executive (or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions"his estate) the Executive may terminate this Agreement if the Executive provides notice delivers to the Company within ninety (90) days of a signed settlement agreement and general release in the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive form attached hereto as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan EXHIBIT D (the “401(k"RELEASE") Make-Up Plan”and satisfies all conditions to make the Release effective, Executive (or his estate) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right entitled to the foregoing termination compensation under clauses following payments and benefits (a), (bthe "SEVERANCE") and (c) above is subject to the Executive's execution of from the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.:

Termination Without Cause. The If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (as defined below), the Company (or its successor, as the case may terminate this Agreement without Cause at be) shall pay to Employee (i) any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after accrued but unpaid Base Salary and vacation through the date of such notice termination, (ii) reimbursement for any expenses as set forth in Section 3.5, through the "Termination Date")date of termination and (iii) a severance payment in an amount equal to four times Employee's Base Salary and Annual Bonus, payable in one lump sum on the date of termination, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the event Option shares in addition to the service he has accrued toward vesting through the date of elimination termination. If Employee is Involuntarily Terminated, vesting of all options to purchase shares of the ExecutiveCompany's job position or reduction Common Stock and all restricted stock grants (subject to any vesting deferrals provided in duties and/or reassignment any restricted stock grant) will be accelerated in full and all such options shall remain in effect for a one (1) year period following the date of the Executive to a new position of less authority or reduction termination. As used in Base Salary this Section 4.2, Employee shall be deemed "Involuntarily Terminated" if (collectively referred to as the "Good Reason Conditions"i) the Executive may terminate this Agreement if the Executive provides notice Company or any successor to the Company within ninety terminates Employee's employment without cause in connection with or following a Corporate Transaction or Change of Control (90as defined in the Company's 1999 Stock Incentive Plan); or (ii) days in connection with or following a Corporate Transaction or Change of the initial existence of the Good Reason Condition and Control there is (a) a thirty decrease in Employee's title or responsibilities (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be being deemed to be a termination without Cause. In decrease in title and/or responsibilities if Employee is not offered the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days position of Senior Vice President and Chief Marketing Officer of the Termination Date: (a) fifty-two (52) weeks Company or its successor as well as the acquiring and ultimate parent entity, if any, following the Corporate Transaction or Change of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aControl), (b) and a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) above is subject to the Executive's execution a requirement that Employee re-locate out of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsgreater Los Angeles metropolitan area.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Disability or reduction Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2019 (or any specific extension thereof), unless the Company has offered in duties and/or reassignment writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (in which case if the Executive does not accept renewal of his employment, the termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive to a new from the position of less authority President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days compensation of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution executives of the Company's severance agreement which will operate as a release of all legally waivable claims against , (4) the Company and requiring the Executive without the Executive's compliance with all ’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the provisions date of this Agreement, including all postunless the Executive would be based closer to his primary residence and except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a material breach of this Agreement by the Company. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-employment obligationsday period. The Executive’s termination will be effective upon the expiration of the 30-day period.

Termination Without Cause. The At any time Company may shall have the right to terminate this Agreement and Employee’s employment hereunder by written notice to Employee. Upon any termination without Cause at pursuant to this Section 4.4, Company shall (a) pay Employee any time by unpaid amounts of her Total Salary accrued prior to the service date of termination and (b) reimburse Employee for all expenses described in Section 3.1 of this Agreement and incurred prior to the date of termination, provided, however, that if Company provided Employee with less than ninety (90) days prior written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after without Cause, then in addition to her Total Salary and benefits through the date of such termination, Company shall also pay Employee an amount (“Severance Payments”) equal to her Total Salary for the difference between the required ninety (90) days notice and the actual notice given by Company (the "Termination Date"“Without Cause Notice Period”), subject to all appropriate withholdings and deductions. In If there is a Change in Control of Company at any time during the event Term, however, whether before or after any notice of elimination termination without Cause, then Employee shall be entitled to receive notice of the Executive's job position or reduction effective date of termination twelve (12) months prior to such date (“Change in duties and/or reassignment Control Notice Period”) instead of the Executive Without Cause Notice Period of only ninety (90) days. If there is a Change in Control during the Term and Company provides Employee with a notice of termination that is less than the Change in Control Notice Period, then the Severance Payments shall be, subject to all appropriate withholdings and deductions, based on the difference between the Change in Control Notice Period and the actual notice given by Company. Severance Payments shall be paid to Employee in a new position lump sum upon the termination of less authority or reduction in Base Salary (collectively referred Employee’s employment, provided, however, that no Severance Payments shall be paid until Employee has signed and delivered a release agreement satisfactory to as Company and not revoked it during any applicable statutory revocation period. Employee will forfeit the "Good Reason Conditions") the Executive may terminate right to any Severance Payments under this Agreement if the Executive provides notice to the Company Section 4.4 unless such release is signed and not subsequently revoked within ninety (90) days of after it is provided to Employee by Company. Employee shall receive the initial existence of the Good Reason Condition and a thirty (30) day period Additional Benefits for the Company period of time during so long as Severance Payments are being made to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan Employee (the “401(k) Make-Up PlanSeverance Benefits”) ). Upon making the Severance Payments and providing the Severance Benefits, if any, required by this Section 4.4, Company shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of have no further liability to Employee other than any vacation pay accrued through the Termination Date. The right amounts duly payable pursuant to any 401K plan, employee benefit plan, life insurance policy or other plan, program or policy then maintained or provided by Company to Employee pursuant to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions terms thereof. For purposes of this Agreement, including a Change in Control of Company shall be deemed to have occurred if (i) any person, entity or group becomes the beneficial owner, directly or indirectly, of 50.1% or more of the voting securities of Company or Parent; or (ii) as a result of, or in connection with, any tender offer, exchange offer, merger, business combination, sale of assets or contested election of directors (a “Transaction”), the persons who were directors of Company or Parent immediately before the Transaction no longer constitute a majority of the directors of Company or Parent; or (iii) Company or Parent is merged or consolidated with another corporation or entity and, as a result of the merger or consolidation, less than 50.1% of the outstanding voting securities of the surviving corporation or entity is then owned in the aggregate by the former stockholders of Company or Parent; or (iv) Company or Parent transfers all post-employment obligationsor substantially all of its assets to another company which is not a wholly owned subsidiary of Company or Parent.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Disability or reduction Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2023 (or any specific extension thereof), unless the Company has offered in duties and/or reassignment writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (in which case if the Executive does not accept renewal of his employment, the termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive to a new from the position of less authority President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days compensation of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution executives of the Company's severance agreement which will operate as a release of all legally waivable claims against , (4) the Company and requiring the Executive without the Executive's compliance with all ’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the provisions date of this Agreement, including all postunless the Executive would be based closer to his primary residence and except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a material breach of this Agreement by the Company. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-employment obligationsday period. The Executive’s termination will be effective upon the expiration of the 30-day period.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination “For Cause” or (B) termination of written notice of termination to employment by the Executive specifying an effective date within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of such termination not sooner than thirty the Executive from the position of President or Chief Executive Officer, (302) business days after the date of such notice (the "Termination Date"). In the event of elimination any substantive reduction of the Executive's job position ’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in duties and/or reassignment the compensation of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days executives of the initial existence of the Good Reason Condition and Company, (4) a thirty (30) day period for failure by the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event continue any bonus plans in which the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted presently entitled to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan participate (the “401(k) Make-Up PlanBonus Plans”) shall as the same may be immediately vested; modified from time to time but substantially in the form currently in effect, or a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aother than for customary yearly variations), (b5) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, (6) a failure by the Company to offer Executive all benefits offered to all Company employees and (c7) above any purported termination of the Executive’s employment which is subject not effected pursuant to the Executive's execution terms of this Agreement. No such purported termination shall be effective. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (within 90 days) of the Company's severance agreement which will operate as a release occurrence of all legally waivable claims against the Company such event and the Executive's compliance with all ’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of the provisions of this Agreement, including all postsuch 30-employment obligationsday period.

Termination Without Cause. The If Executive’s employment is terminated by the Company may terminate this Agreement without Cause at any time by during the service of written notice of termination Employment Period without Cause, Executive shall be entitled to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after receive Executive’s Base Salary through the date of such notice (termination as well as any accrued benefits through the "Termination Date")date of termination which may be owing in accordance with the Company’s policies. In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the All other Company obligations to Executive pursuant to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition will become automatically terminated and a thirty (30) day period for the Company to cure the Good Reason Conditioncompletely extinguished. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a Upon termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive also be entitled to the following from the Company: (i) payment of an amount equal to Executive’s then current Base Salary for a period of twelve (12) months, payable in accordance with the usual payroll policies in effect at the Company as termination compensation within thirty if Executive was employed at the time, commencing on the first payroll date occurring sixty (3060) days from the date of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum paymenttermination; (bii) all Equity Compensation granted to Executive under Section 4.3 a pro rata portion of this Agreement and any Supplemental Matching Contributions to Executive’s Incentive Bonus, if any, for the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan applicable period during the fiscal year ending on the date of termination (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid which portion of the 2008 Incentive Award under paragraph 4.6 Bonus shall be reasonably determined by the Board of this Agreement in a lump sum paymentDirectors at the end of the applicable bonus period), payable at the same time as such payment would be made during Executive’s regular employment with the Company; and (diii) continued payment by the Company, for a period equal to the lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) provided that Executive elects to continue and remains eligible for these benefits under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended or any vacation pay accrued through the Termination Date. The right statute or regulation of similar effect (including but not limited to the foregoing termination compensation under clauses (a2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), (b) and (c) above is then in lieu of reimbursing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay Executive on the first day of each month, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the Executive's execution “Special Severance Payment”), for the remainder of the Company's severance agreement which will operate as a release COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsCOBRA premiums.

Termination Without Cause. The During the Term, the Company may shall be entitled to terminate this Agreement Executive’s employment without Cause at any time by (as defined below), in which case Executive shall be entitled to receive the service following severance benefits (in addition to accrued salary and bonus, and accrued and unused vacation, through Executive’s last day of written notice employment): (i) Executive shall be entitled to severance pay in the form of termination to continuation of Executive’s Base Salary in effect on the Executive specifying an effective date of such termination not sooner than thirty (30) business days for a period of three months after the date of such notice termination, to be paid periodically in accordance with the Company’s normal payroll practices and subject to standard payroll deductions and withholdings; and (ii) if Executive timely elects continued coverage under COBRA, then (A) the "Termination Date"Company shall make such COBRA coverage (or equivalent medical benefits after the termination of COBRA) available for at least 24 months following termination and (B) the Company shall pay the COBRA premiums necessary to continue Executive’s medical insurance coverage in effect on the termination date for a period of three months following Executive’s termination (provided that such COBRA continuation and reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees). Notwithstanding the foregoing, all severance benefits contemplated by hereunder are conditional on Executive (i) complying with the provisions of Section 6 below, and (ii) delivering prior to receipt of such severance benefits, an effective, general release of claims in favor of the Company or its successor, its subsidiaries and their respective directors, officers and stockholders in a form acceptable to the Company or its successor. In the event that the Company determines that any severance benefit provided hereunder fails to satisfy the distribution requirement of elimination Section 409A(a)(2)(A) of the Executive's job position or reduction in duties and/or reassignment Internal Revenue Code (“Code”) as a result of Section 409A(a)(2)(B)(i) of the Executive Code, then if an accelerated payment of such benefits would cause such benefit not to a new position be subject to the provisions of less authority or reduction in Base Salary Section 409A(a)(l) of the Code, the payment of such benefits shall be accelerated to the minimum extent necessary so that the benefit is not subject to the provisions of Section 409A(a)(l) of the Code. (collectively The payment schedule as revised after the application of the preceding sentence shall be referred to as the "Good Reason Conditions"“Revised Payment Schedule.”) the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodHowever, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In in the event the Executive is terminated without Causeaccelerated payment of such benefits would not avoid the application of Section 409A(a)(l) of the Code, the Executive will receive as termination compensation within thirty (30) days payment of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions such benefits shall not be made pursuant to the Chesapeake Energy Corporation Amended original payment schedule or the Revised Payment Schedule and Restated Deferred Compensation Plan (instead the “401(k) Make-Up Plan”) payment of such benefits shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right delayed to the foregoing termination compensation under clauses (a), (b) and (c) above is minimum extent necessary so that such benefits are not subject to the Executive's execution provisions of Section 409A(a)(l) of the Company's severance agreement which will operate Code. The Board may attach conditions to or adjust the amounts paid pursuant to this Section 5(b)(iv) to preserve, as a release closely as possible, the economic consequences that would have applied in the absence of all legally waivable claims against this Section 5(b)(iv); provided, however, that no such condition or adjustment shall result in the Company and the Executive's compliance with all payments being subject to Section 409A(a)(l) of the provisions of this Agreement, including all post-employment obligationsCode.

Termination Without Cause. The Company may terminate this Agreement without Cause at At any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of shall have the initial existence of the Good Reason Condition and a thirty (30) day period for the Company right to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will the Executive’s employment hereunder without Cause by written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice within ten days after such termination (or on such earlier date as may be required by applicable law), and (b) subject to the execution by the Executive of a release agreement containing standard terms in the form generally used by the Company, pay to the Executive, in monthly installments consistent with the Company’s normal payroll schedule during the 18-month period following termination, subject to applicable withholding and other taxes, an amount equal to 18 months of the Executive’s Base Salary at the time of termination, plus an amount equal to the COBRA premiums necessary to permit the Executive to continue group insurance coverage under the Company’s plans for a period of 18 months. The Company shall be deemed to be a termination have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. In The Company also shall reimburse the event Executive’s reasonable business expenses incurred prior to the Executive is terminated without Causedate of termination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other withholdings, and shall be conditioned upon the Executive will receive as termination compensation Executive’s execution of a general release of claims that becomes irrevocable within thirty (30) 60 days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; Executive’s termination date. Any payments due to the Executive under subparagraph (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) above shall be immediately vested; (c) forfeited if the remaining unpaid portion Executive fails to execute a general release of claims that becomes irrevocable within 60 days after the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination DateExecutive’s termination date. The right to If the foregoing termination compensation under clauses (a), (b) release is executed and (c) above is delivered and no longer subject to revocation within 60 days after the Executive's execution of termination date, then the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.following shall apply:

Termination Without Cause. The If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (as defined below), the Company (or its successor, as the case may terminate this Agreement without Cause at be) shall pay to Employee (i) any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after accrued but unpaid Base Salary and vacation through the date of such notice termination, (ii) reimbursement for any expenses as set forth in Section 3.5, through the "Termination Date"date of termination, (iii) Employee's Annual Bonus, prorated through the date of termination, and (iv) a severance payment in an amount equal to Two Hundred Seventy Thousand Dollars ($270,000.00), payable in one lump sum, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the event Option shares in addition to the service he has accrued toward vesting through the date of elimination termination. If Employee is Involuntarily Terminated, vesting of the Executive's job position or reduction Option shares will be accelerated in duties and/or reassignment full; provided, however, Employee will only vest in 75% of the Executive to a new position Option shares if the Corporate Transaction takes place in the first nine months following the date of less authority or reduction commencement of Employee's employment. As used in Base Salary this Section 4.2, Employee shall be deemed "Involuntarily Terminated" if (collectively referred to as the "Good Reason Conditions"i) the Executive may terminate this Agreement if the Executive provides notice Company or any successor to the Company within ninety terminates Employee's employment without cause in connection with or following a Corporate Transaction (90as defined in the Company's stock option plan); or (ii) days of the initial existence of the Good Reason Condition and in connection with or following a thirty Corporate Transaction there is (30a) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty a decrease in Employee's title or responsibilities (30) day cure period, the Executive may terminate this Agreement and it will be being deemed to be a termination without Cause. In decrease in title and/or responsibilities if Employee is not offered the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days position of Senior Vice President and General Counsel of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement Company or its successor as well as the acquiring and any Supplemental Matching Contributions to ultimate parent entity, if any, following the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aCorporate Transaction), (b) and a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) above is subject to the Executive's execution a requirement that Employee re-locate out of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsgreater Los Angeles metropolitan area.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Death or reduction in duties and/or reassignment Disability, (B) termination of employment by the Company by virtue of the Executive expiry of the Employment Period on 1 January 2023 (or any specific extension thereof), unless the Company has offered in writing to a new position renew the Executive’s employment after the expiry of the Employment Period on terms no less authority or reduction favorable than those provided in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement (in which case if the Executive provides notice to does not accept renewal of his employment, the Company within ninety (90) days termination of his employment by virtue of expiry of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it Employment Term will be deemed to be a resignation by the Executive), or (C) termination without Cause. In the event of employment by the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Termination Date: Executive from the position of Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer, (a2) fifty-two any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer that results in such a reduction, (523) weeks a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of Base Salary the executives of the Company, (4) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location in the United Kingdom, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 material breach of this Agreement and any Supplemental Matching Contributions to by the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) Company. The foregoing shall be immediately vested; treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (cwithin 90 days) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 occurrence of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company such event and the Executive's compliance with all ’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the provisions of this Agreement, including all post30-employment obligationsday period.

Termination Without Cause. The Company Aventis may terminate this Agreement without Cause at any time by with respect to the service of entire Territory for all VEGF Products on twelve (12) months’ prior written notice to Regeneron. Except as otherwise provided below in this Section 19.2, the Agreement shall continue in full force and effect through the notice period set forth above (the “Termination Notice Period”). Upon expiration of termination the Termination Notice Period, or earlier to the Executive specifying an effective date extent provided below in this Section 19.2, all licenses and rights granted to Aventis hereunder shall automatically terminate and revert to Regeneron (except to the extent required by Aventis to fulfill its obligations pursuant to Part A of Schedule 8, and upon the earlier of such termination fulfillment or written notice from Regeneron that it will not sooner require such fulfillment, such licenses and rights, to the extent not previously terminated, shall automatically terminate and revert to Regeneron), and the provisions of Part A of Schedule 8 shall apply. During the Termination Notice Period, to the extent set forth or requested in one or more written notices from Regeneron to Aventis hereunder (i) such licenses and rights granted to Aventis shall automatically terminate as of a date specified in such notice(s) (but not later than thirty the Termination Notice Period) and (30ii) business days after Aventis will promptly take the date actions required by Part A of Schedule 8 and Regeneron will reasonably cooperate with Company (for avoidance of doubt, such cooperation shall not require Regeneron to pay any amounts or incur any liabilities or obligations not otherwise required hereunder to be paid or incurred by Regeneron) to facilitate Regeneron’s (or its nominee’s) expeditious assumption during the Termination Notice Period, with as little disruption as reasonably possible, of the continued Development and/or Commercialization of such notice (the "Termination Date"VEGF Product(s). In addition, during the event of elimination Termination Notice Period (i) Company shall have no obligation to pay to Regeneron any of the Executive's job position or reduction in duties and/or reassignment milestone payments listed on Schedule 2 for any Milestone events that occur during the Termination Notice Period, except for the $25,000,000 Milestone payment designated on Schedule 2 as milestone Number “1” if such Milestone event occurs during such period and (ii) Regeneron shall not without the prior written consent of the Executive applicable Committee or Sub-Committee propose or implement any amendment or change to a new position of less authority any Co-Development Plan, Co-Development Budget, Country Co-Commercialization Plan, Country Co-Commercialization Budget, Global Co-Commercialization Plan or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fiftyGlobal Co-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsCommercialization Budget.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Death or reduction in duties and/or reassignment Disability, (B) termination of employment by the Company by virtue of the Executive expiry of the Employment Period on 1 January 2019 (or any specific extension thereof), unless the Company has offered in writing to a new position renew the Executive’s employment after the expiry of the Employment Period on terms no less authority or reduction favorable than those provided in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement (in which case if the Executive provides notice to does not accept renewal of his employment, the Company within ninety (90) days termination of his employment by virtue of expiry of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it Employment Term will be deemed to be a resignation by the Executive), or (C) termination without Cause. In the event of employment by the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Termination Date: Executive from the position of Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer, (a2) fifty-two any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer that results in such a reduction, (523) weeks a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of Base Salary the executives of the Company, (4) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location in the United Kingdom, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 material breach of this Agreement and any Supplemental Matching Contributions to by the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) Company. The foregoing shall be immediately vested; treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (cwithin 90 days) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 occurrence of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company such event and the Executive's compliance with all ’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the provisions of this Agreement, including all post30-employment obligationsday period.

Termination Without Cause. The If Employee's employment is terminated without "cause" as defined in Section 4.1(a), or if Employee is Involuntarily Terminated (as defined below), the Company (or its successor, as the case may terminate this Agreement without Cause at be) shall pay to Employee (i) any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after accrued but unpaid Base Salary and vacation through the date of such notice termination, (ii) reimbursement for any expenses as set forth in Section 3.5, through the "Termination Date"date of termination, (iii) Employee's Annual Bonus, prorated through the date of termination, and (iv) a severance payment in an amount equal to Two Hundred Eighty Thousand Dollars ($280,000.00), payable in one lump sum, subject to withholding as may be required by law. In addition, if Employee's employment is terminated without cause (other than if Employee is Involuntarily Terminated) or if Employee's employment is terminated due to death or permanent disability, Employee will be credited with an additional twelve (12) months of service toward vesting in the event Option shares in addition to the service he has accrued toward vesting through the date of elimination termination. If Employee is Involuntarily Terminated, vesting of the Executive's job position or reduction Option shares will be accelerated in duties and/or reassignment full; provided, however, Employee will only vest in 75% of the Executive to a new position Option shares if the Corporate Transaction takes place in the first nine months following the date of less authority or reduction commencement of Employee's employment. As used in Base Salary this Section 4.2, Employee shall be deemed "Involuntarily Terminated" if (collectively referred to as the "Good Reason Conditions"i) the Executive may terminate this Agreement if the Executive provides notice Company or any successor to the Company within ninety terminates Employee's employment without cause in connection with or following a Corporate Transaction (90as defined in the Company's stock option plan); or (ii) days of the initial existence of the Good Reason Condition and in connection with or following a thirty Corporate Transaction there is (30a) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty a decrease in Employee's title or responsibilities (30) day cure period, the Executive may terminate this Agreement and it will be being deemed to be a termination without Cause. In decrease in title and/or responsibilities if Employee is not offered the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days position of Senior Vice President and Chief Financial Officer of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement Company or its successor as well as the acquiring and any Supplemental Matching Contributions to ultimate parent entity, if any, following the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aCorporate Transaction), (b) and a decrease in pay and/or benefits from those provided by the Company immediately prior to the Corporate Transaction or (c) above is subject to the Executive's execution a requirement that Employee re-locate out of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsgreater Los Angeles metropolitan area.

Termination Without Cause. The Company may shall have the right to terminate Executive’s employment without Cause. Termination “Without Cause” means the Company’s termination of Executive’s employment for any reason other than for Cause, death or as a result of Executive becoming permanently disabled (within the meaning of Section 22(e) of the Internal Revenue Code of 1986, as amended). If the Company terminates Executive’s employment with the Company Without Cause or Executive terminates Executive’s employment with the Company with Good Reason, Executive shall be entitled to all rights and benefits accrued under this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after termination, including payment of Executive’s unpaid base salary earned for the period up to the date of such notice (termination, amounts accrued or payable under any benefit plans and programs of the "Termination Date")Company applicable to Executive up to the date of such termination, and amounts payable on account of any unreimbursed business expenses incurred in accordance with Company policy up to the date of such termination. In addition, in the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice delivers to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a general release of all legally waivable claims against the Company and its affiliates in a form reasonably acceptable to the Company and Executive that becomes effective and irrevocable within sixty (60) days following such termination of employment and Executive's ’s compliance with the Restrictive Covenant Agreement (as defined below) and Inventions Assignment Agreement (as defined below), the Company will (i) continue to pay Executive his then current base salary, less all applicable withholding taxes and authorized deductions, for a period of twelve (12) months following the date of termination, with the first such installment to be paid on the first payroll date after the release of claims becomes effective and irrevocable and inclusive of any installments that would have been paid had the release of claims been effective on the date of termination; (ii) an amount equal to 100% of Executive’s annual bonus opportunity, less all applicable taxes and withholdings, in one lump sum within 14 days of the provisions execution of this the Release Agreement; and (iii) should Executive timely elect and be eligible to continue receiving group medical and dental coverage pursuant to COBRA, and so long as the Company can provide such benefit without violating the non-discrimination requirements of the law, the Company will pay the portion of the premium for such coverage that is paid by the Company for active and similarly situated employees who receive the same type of coverage, such payment to be made for coverage from the termination date through the earliest of (x) the twelve (12) month anniversary of the termination date, (y) the date Executive is no longer eligible for COBRA coverage or (z) the date Executive becomes eligible for healthcare coverage from a subsequent employer. The remaining balance of any premium cost shall timely be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. In addition, in the event such termination occurs during the twelve (12) month period commencing on a Change in Control (as defined in Exhibit A), then the vesting and, to the extent applicable, exercisability of each equity award held by Executive as of the date of such termination, including all post-employment obligationsunvested stock options, will accelerate in respect of one hundred percent (100%) of the shares subject thereto.

Termination Without Cause. The If the Company may terminates you without “Cause” for any reason during the Term or any extension thereof, then the Company agrees that as severance it will continue to pay you your Base Salary and maintain your employee benefits for a period that is equal to six (6) months of your employment by the Company, beginning on the date of your termination notice. For the purposes of this letter agreement, the Company shall have “Cause” to terminate your employment hereunder upon: (i) failure to materially perform and discharge your duties and responsibilities under this Agreement without Cause at (other than any time by the service of such failure resulting from incapacity due to illness) after receiving written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty and allowing you ten (3010) business days to cure such failures, if so curable, provided, however, that after the date of one such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive has been given to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to you, the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company is no longer required to provide time to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty subsequent failures under this provision, or (30ii) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all breach by you of the provisions of this Agreement; or (iii) misconduct which, including in the opinion and sole discretion of the Company, is injurious to the Company; or (iv) any felony conviction involving the personal dishonesty or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse which prevents you from performing your duties in any manner, or (vi) any material misappropriation, embezzlement or conversion of the Company’s or any of its subsidiary’s or affiliate’s property or business opportunities by you; or (vii) willful misconduct by you in respect of your duties or obligations under this Agreement and/or the Confidentiality, Non-Solicitation, and Non-competition Agreement. You acknowledge and agree that any and all postpayments to which you are entitled under this Section are conditioned upon and subject to your execution of a general waiver and release, in such reasonable form as counsel for each of the Company and you shall agree upon, of all claims you have or may have against the Company. Confidentiality, Non-employment obligationsCompete, & Work +Products: You agree that prior to your Start Date, you will execute the Company’s Confidentiality, Non-Competition and Non-Solicitation Agreement attached to this letter as Exhibit 1. You understand that if you should fail to execute such Confidentiality, Non-Competition and Non-Solicitation Agreement in the agreed-upon form, it will be grounds for revoking this offer and not hiring you. You understand and acknowledge that this Agreement shall be read in pari materia with the Confidentiality, Non-Competition and Non-Solicitation Agreement and is part of this Agreement.

Termination Without Cause. The Company may terminate Executive’s employment under this Agreement without Cause (as defined in Section 7.1 above) at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than on thirty (30) business days after the date of such days’ advance written notice (the "Termination Date")to Executive. In the event of elimination such termination, Executive will receive the Accrued Amounts. Executive shall be required to comply with all surviving provisions of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it the EPIIA, and Executive shall execute termination certification agreements relating to the return of the Company’s confidential or proprietary information, handling of material non-public information and compliance with securities laws, and compliance with the Company’s policies, including xxxxxxx xxxxxxx, information technology, and human resources policies. Upon a termination of Executive’s employment by the Company other than for death, disability or Cause (a “Termination Without Cause”) or a resignation by Executive for Good Reason (as defined below), Executive will be deemed eligible to be receive, provided that Executive first satisfies the Severance Conditions set forth below, an amount equal to six (6) months of Executive’s then-current Base Salary, payable in a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation lump sum within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Dateafter termination. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions For purposes of this Agreement, the “Severance Conditions” are defined as Executive’s execution of a full general release (the “Release”), and such Release becomes effective and irrevocable in accordance with its terms prior to the sixtieth (60) day following the termination date. Following payment of Accrued Benefits and any severance payments and benefits required to be paid under this Section 7.2, all other obligations of the Company to Executive pursuant to this Agreement (except any continuing obligations for indemnification, etc.) will be automatically terminated and completely extinguished. The Release will not waive any of Executive’s rights, or obligations of the Company, regarding: (1) any right to indemnification and/or contribution, advancement or payment of related expenses pursuant to the Company’s Bylaws, under any written agreement between the Parties, and/or under applicable law; (2) any rights that Executive may have to insurance coverage under any directors and officers liability insurance, other insurance policies of the Company; (3) any claims for worker’s compensation, state disability or unemployment insurance benefits, or any other claims that cannot be released as a matter of applicable law; (4) rights to any vested benefits under any stock, compensation or other employee benefit plan or agreement with the Company, including all post-employment obligationsany right to severance benefits; (5) Executive’s rights as a shareholder of the Company, if applicable; and (6) any claims arising after the date Executive signs the Release.

Termination Without Cause. The Company Employer may terminate this Agreement without Cause cause at any time. "Without cause" termination shall include, but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; and (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee's prior office location. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time by equal to 12 months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the service time of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty termination. In addition, Employee will receive (30i) business days after any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee's termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such notice plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the "Termination Date")nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the event Employer may consider factors that include but are not limited to (i) the Employee's target bonus (percentage of elimination base salary), (ii) the Company's financial performance and (iii) the Employee's achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee's bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be contingent upon the Company satisfying the financial targets established by the Company's Board of Directors. Payment of any bonus shall be made at the time of the Executive's job position or reduction in duties and/or reassignment of annual bonus payout for all employees. COBRA coverage may be elected to continue health, dental, and vision insurance during the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period employee contribution rate for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid health insurance portion of the 2008 Incentive Award COBRA coverage during the Severance Period. Dental and vision coverage under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through COBRA will be billed at the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsfull COBRA rate.

Termination Without Cause. The In the event Executive’s employment hereunder is terminated pursuant to Section 7(a)(iii), Company may terminate this Agreement without Cause shall pay Executive Separation Payments as Executive’s sole remedy in connection with such termination. “Separation Payments” are payments made at the bi-weekly rate of Executive’s then current salary, including car allowance, in effect immediately preceding the date of termination. Separation Payments shall be paid by Company as follows: (A) an amount equal to the sum of all Separation Payments and/or portions thereof that do not constitute deferred payments of compensation subject to Section 409A of the Code, including, but not limited to, by reason of Treas. Reg. § 1.409A-1(b)(9)(iii), shall be paid in a single lump sum cash payment within ten (10) calendar days following the date of Executive’s termination, such lump sum payment being considered in satisfaction of the Separation Payments that would be paid latest in the Separation Payment Period if no portion were payable in a lump sum amount hereunder, and (B) the remaining Separation Payments shall be paid in equal bi-weekly payments on the dates Executive would have been paid in accordance with the Company’s then-current normal payroll procedure if Executive’s employment had continued beginning with the first regularly scheduled payday occurring in the Separation Payment Period continuing until the balance of the Separation Payments have been paid in full. (See Exhibit 1 for an illustration of the foregoing.) Company shall also pay Executive his Salary and any time by incentive bonus compensation earned but unpaid as of the service date of written notice termination, unpaid expense reimbursements under Section 6 for expenses incurred in accordance with the terms hereof prior to termination, all of termination which shall be paid to the Executive specifying an effective within 30 days of the date of termination. In addition, Executive and/or his or her qualified beneficiaries shall continue to receive health benefits and coverage under the Company’s group health care plan or such termination not sooner than thirty (30) business days after other equivalent health coverage Executive may agree. Such coverage shall be provided on the foregoing terms for the duration of the Separation Payment Period. EXECUTED February 22 2011, and effective as of the date and year first above written. XXXXX-XXXXXXXX ENERGY INC. By /s/ Xxx Xxxxx III EXECUTIVE /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Exhibit 1 Illustration of Separation Payments Assumptions: Executive's employment terminates by "Constructive Termination" on August 15, 2011. At the date of such notice (termination, Executive's annual base salary is $315,000, and his annual car allowance is $12,000. Salary and car allowance are paid in bi-weekly payments of $12,576.92. Each payment is comprised of comprised of $12,115.38 in salary and $461.54 of car allowance. Executive is a "specified employee" within the "Termination Date"meaning of IRC 409A(a)(2)(B)(i). In The first regularly scheduled pay day following the event date of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Conditiontermination is August 19, 2011. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.Analysis:

Termination Without Cause. The Company Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that MB may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition without Cause and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may any reason immediately terminate this Agreement and it will Executive’s employment by MB by action of the Board. Upon such termination by MB all benefits provided by MB hereunder to Executive shall thereupon cease, except as provided in this Subparagraph F.4 or Subparagraph F.5, and Executive shall be deemed to be have voluntarily resigned as a director, officer and employee of MB and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank or MB, and shall deliver such written resignations as MB may request. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause. In Cause by MB upon the event delivery to MB by Executive of a waiver and release in substantially the form of Attachment “A” to this Agreement, and Executive’s compliance with the terms thereof, Executive is terminated without Causeshall be entitled to, upon the Executive will receive as termination compensation within thirty (30) days effective date of the Termination Date: (a) fifty-two (52) weeks termination, payment of Base Salary in a lump sum paymentequivalent to twelve (12) months’ base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive’s medical benefits for a period of twelve (12) months following such termination, with MB continuing to pay Executive’s share of premiums and associated costs as if Executive continued to be employed with MB; (b) all Equity Compensation granted provided, however, that MB’s obligation to provide such coverage shall be terminated if Executive is eligible to receive comparable substitute coverage from another employer at any time during such twelve-month period. Executive agrees to advise MB immediately if such comparable substitute coverage is available from another employer. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive’s employment is terminated for any of the reasons delineated in Subparagraphs F.1 or F.2 hereof or while grounds for termination under such Subparagraphs exist, and no severance benefits shall be payable to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions Subparagraph F.4 if payments are required to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award made to Executive under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsSubparagraph F.5 hereof.

Termination Without Cause. The Company may may, with or without reason, terminate Employee's employment under this Agreement without Cause "cause" at any time time, by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than providing Employee thirty (30) business days after prior written notice of such termination. If Employee's employment is terminated pursuant to this Section 8(b), Employee shall not be obligated to render services to the Company following the effective date of such notice (the "Termination Notice Date") except such services as are requested by the Company pursuant to Section 11 ("Transition Period Services"), and as its sole and exclusive obligation and duty to Employee resulting directly or indirectly from the termination of Employee's employment with the Company and in full and complete settlement of any and all claims that Employee may have or claim to have arising directly or indirectly out of the termination of her employment with the Company, the Company shall, subject to Section 12 ("Non Competition") pay Employee, as severance pay, an amount (the "Severance Amount") equal to the product of multiplying the then current semi-monthly base salary by the greater of the number of semi-monthly periods from the Notice Date through the remainder of this Agreement or twenty-four (24) semi-monthly periods (the "Severance Period"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for The Severance Amount shall be payable by the Company to cure Employee in an amount equal to the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary payable in a lump sum payment; twelve (b12) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to equally monthly installments commencing on the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Notice Date. The right Company shall also pay to the foregoing termination compensation under clauses Employee a portion of any discretionary bonus (athe "Bonus Portion"), (b) and (c) above is subject to the Executive's execution of as determined by the Company's severance agreement Board of Directors, referred to in Section 3(a) ("Compensation-Base Salary"), that, but for the termination of Employee's employment, would have been paid to Employee for or with respect to the calendar year in which will operate as a release Employee's employment is terminated. The Bonus Portion shall consist of all legally waivable claims against that percentage of the said discretionary bonus determined by dividing the number of full or partial calendar months during the calendar year in which Employee's employment is terminated that Employee was in the employ of the Company and by twelve (12). Until the Executiveend of the Severance Period or until Employee is gainfully employed by another employer, which ever time period is less, the Company shall allow Employee to continue participation in the Company s group health insurance plan at the Company's compliance expense. In accordance with all applicable laws, Employee shall be extended all COBRA rights and benefits at the end of the provisions of this Agreement, including all post-employment obligationsSeverance Period.

Termination Without Cause. The If the Company may terminate this Agreement terminates Employee's employment without Cause at or Employee resigns for Good Reason (defined below), Employee will receive his regular salary, benefits and other compensation through the termination date, including any time by bonus earned for the service prior fiscal year that is unpaid as of written notice the termination date. In addition, Employee will receive an additional six (6) months of termination to the Executive specifying an effective date his base salary in effect as of such termination date and any performance bonus (or portion thereof) payable to Employee for the current fiscal year for objectives or business results actually achieved as of the termination date, if any, as determined by the Compensation Committee. This base salary will be paid according to the Company's payroll procedures during the six (6) month period following the termination date. Employee's receipt of any severance benefits under this Section 3(b) is contingent upon Employee signing and not sooner than thirty revoking the Release Agreement (30attached as Exhibit A) business days and Employee signing and not revoking a "Separation Agreement" in a form reasonably acceptable to Employee and the Company. The Separation Agreement will include (i) a mutual obligation to maintain the Separation Agreement in confidence, subject to disclosure by the Company as reasonably necessary to implement the terms of the Separation Agreement, disclosure by Employee to Employee's spouse, legal counsel and accountant; and disclosure by either party in response to a subpoena, order or as otherwise required by law; (ii) a mutual obligation for non-disparagement; (iii) an obligation for Employee's future cooperation with Company in response to investigations, administrative claims, or judicial proceedings (provided that the Company will pay Employee reasonable expenses and will pay Employee a reasonable hourly rate for Employee's time after the date time period encompassed by Employee's salary continuation (maximum of such notice two years and minimum of one year) has expired); (iv) an obligation to promptly notify the "Termination Date"). In Company in the event of elimination of the Executive's job position or reduction Employee is requested and/or subpoenaed to testify in duties any administrative and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to judicial proceeding concerning the Company within ninety and/or Employee's employment with the Company; (90v) days an obligation to reasonably cooperate with the Company and its legal counsel with respect to testimony in civil matters, and testimony in administrative and/or criminal matters in which Employee's penal interests are not potentially affected; (vi) an obligation not to solicit or encourage any current and/or former employee of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure become adverse to and/or commence legal proceedings against the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum paymentCompany; and (dvii) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of such other matters as the Company's severance counsel and Employee's counsel reasonably agree are reasonable to be incorporated into an employee separation agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsexecutive employees.

Termination Without Cause. The Company may terminate this Agreement without Cause may, at any time by the service of and without prior written notice of termination to the notice, terminate Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event that Executive’s employment with the Executive Company is terminated without Cause, Executive shall receive (i) payment for all earned but unpaid Base Salary, and benefits the Executive will is then entitled to receive as termination compensation within thirty (30) days under benefit plans of the Termination Date: Company, if any, less standard withholdings for tax and social security purposes, through the Date of Termination; (aii) fifty-two (52) weeks within 90 days after execution by Executive of Base Salary a mutual release of claims, payment in a lump sum paymentof an amount equal to 36 months of Executive’s then current Base Salary if the termination occurs during the first 24 months of the Initial Term, 24 months of Executive’s then current Base Salary if the termination occurs during the last 36 months of the Initial Term, and 12 months if the termination occurs during any renewal period or if the Agreement is not renewed at the end of the Initial Term, in each case less standard withholdings for tax and social security purposes; (biii) all Equity Compensation granted payment of a pro-rata amount of the Annual Bonus that Executive would be eligible to Executive receive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Company’s Bonus Plan (for the “401(k) Make-Up Plan”) shall be immediately vestedyear in which the termination occurs; (civ) payment of amounts accrued under the remaining unpaid LTIP in accordance with the terms of the LTIP; (v) if, and only if permitted under the terms of the Company’s plans, continuation of Executive’s participation in the Company’s medical and health insurance plans during the period he is to receive severance compensation and assuming Executive is eligible and elects COBRA, payment on Executive’s behalf of continuation premiums for health insurance under Federal or State COBRA for a period of 18 months following the date that severance payments cease; (vi) acceleration of the vesting of a portion of any unvested stock options in the 2008 Incentive Award under paragraph 4.6 amount that would have become vested at the end of this Agreement the calendar year in a lump sum paymentwhich the termination occurred; and (dvii) payment of any vacation pay accrued through the Termination Date. The right annual contribution to the foregoing SRIP for the calendar year in which the termination occurs. No other compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's any kind or severance agreement which will operate as a release or other payment of all legally waivable claims against any kind shall be payable by the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.to Executive 50

Termination Without Cause. The If the Company may terminates you without “Cause” for any reason during the Term or any extension thereof, then the Company agrees that as severance it will continue to pay you your Base Salary and maintain your employee benefits for a period that is equal to twelve (12) months of your employment by the Company, beginning on the date of your termination notice. For the purposes of this letter agreement, the Company shall have “Cause” to terminate your employment hereunder upon: (i) failure to materially perform and discharge your duties and responsibilities under this Agreement without Cause at (other than any time by the service of such failure resulting from incapacity due to illness) after receiving written notice of termination to the Executive specifying an effective date of such termination not sooner than and allowing you thirty (30) business days to cure such failures, if so curable, provided, however, that after the date of one such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive has been given to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to you, the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company is no longer required to provide time to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty subsequent failures under this provision, or (30ii) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all breach by you of the provisions of this Agreement; or (iii) misconduct which, including in the opinion and sole discretion of the Company, is injurious to the Company; or (iv) any felony conviction involving the personal dishonesty or moral turpitude, or (v) engagement in illegal drug use or alcohol abuse which prevents you from performing your duties in any manner, or (vi) any material misappropriation, embezzlement or conversion of the Company’s or any of its subsidiary’s or affiliate’s property or business opportunities by you; or (vii) willful misconduct by you in respect of your duties or obligations under this Agreement and/or the Confidentiality, Non-Solicitation, and Non-competition Agreement. You acknowledge and agree that any and all postpayments to which you are entitled under this Section are conditioned upon and subject to your execution of a general waiver and release, in such reasonable form as counsel for each of the Company and you shall agree upon, of all claims you have or may have against the Company. Confidentiality, Non-employment obligationsCompete, & Work +Products: You agree that prior to your Start Date, you will execute the Company’s Confidentiality, Non-Competition and Non-Solicitation Agreement attached to this letter as Exhibit 1. You understand that if you should fail to execute such Confidentiality, Non-Competition and Non-Solicitation Agreement in the agreed-upon form, it will be grounds for revoking this offer and not hiring you. You understand and acknowledge that this Agreement shall be read in pari materia with the Confidentiality, Non-Competition and Non-Solicitation Agreement and is part of this Agreement.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event that Executive’s employment is terminated for any reason other than for Cause or Executive terminates his employment for Good Reason, the Company shall pay to Executive (or in the event of elimination of Executive’s death, to Executive’s designated beneficiary, or if none, to Executive’s estate) an amount equal to the Executive's job position or reduction ’s annual base salary then in duties and/or reassignment of effect (the Executive to “Severance Amount”), payable in a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation lump sum within thirty (30) days of following the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to date Executive’s employment with the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan Company is terminated (the “401(kTermination Date”). In addition, during the twelve (12) Make-Up Planmonth period following the Termination Date (the “Severance Period”), if Executive (or Executive’s eligible dependents enrolled in the Company’s health plan) is eligible for and elects COBRA coverage, the Company shall be immediately vested; reimburse to Executive (cor in the event of Executive’s death, to Executive’s eligible dependent(s)) the remaining unpaid portion COBRA coverage premium incurred and paid by Executive (or in the event of Executive’s death, Executive’s eligible dependent(s)) upon proof of payment of such premium (the “COBRA Reimbursement Amount”). For avoidance of doubt, the Company shall have no obligations under this Agreement to pay any COBRA Reimbursement Amount after the end of the 2008 Incentive Award Severance Period. Notwithstanding the foregoing, to the extent that any payment under paragraph 4.6 this Section 5.2 constitutes “nonqualified deferred compensation” for purposes of this Agreement in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent Executive is a lump sum payment; “specified employee” as defined under Code Section 409A, then to the extent required under Code Section 409A, any such payment scheduled to occur during the first six (6) months following the Termination Date shall not be paid until the first regularly scheduled pay period following the sixth month following such termination and (d) shall include payment of any vacation pay accrued through the Termination Dateamount that was otherwise scheduled to be paid prior thereto. The right to payment obligations set forth in this Section 5.2 shall be contingent upon the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as Executive first executing a release of all legally waivable claims against claims, the Company form of which is satisfactory to the Company, and the Executive's compliance with all lapse of the provisions of this Agreement, including all post-employment obligationsapplicable rescission period related thereto.

Termination Without Cause. The If the Company may terminate this Agreement terminates Executive’s employment without Cause (as defined below) then, subject to Executive timely executing, returning, and not revoking a separation agreement and general release of claims acceptable to the Company in its discretion (“Separation Agreement”), the Company will pay Executive as severance an amount equivalent to twelve (12) months of Executive’s Base Salary in effect on the termination date (“Severance Payment”) and, subject to Executive timely and properly enrolling in continued health coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), an additional cash amount equal to the monthly premium cost of Executive’s coverage under the Company’s health plan, plus 2% of such amount (“Benefits Payment”), both payable in equal installments as salary and benefits continuation payments for a twelve (12)-month period following the termination date (or, with respect to the Benefits Payment, such shorter period as described below) (“Severance Period”), in accordance with the Company’s normal payroll dates and practices, the first installment of which shall be made on the Company’s first regular payroll period following the sixtieth (60th) day after the termination date (and will include any Severance Payment and Benefits Payment installment(s) that would have otherwise been paid during the period following the termination date through the date of the first Severance Payment and Benefits Payment installment); provided that, Executive has timely executed and delivered the Separation Agreement and the Separation Agreement has become irrevocable by its terms as of such date. Notwithstanding the foregoing, the Severance Payment shall be reduced by any amounts payable to Executive as a result of any subsequent employment or service to another employer or service recipient other than the Company during the Severance Period and, if Executive obtains another employment or service arrangement prior to the end of the Severance Period that offers Executive health coverage, then the Benefits Payment shall immediately cease as of such date Executive is eligible for such health coverage. Executive hereby agrees to notify the Company within five (5) business days of becoming aware that Executive will begin employment or provide service to another employer or service recipient. Notwithstanding the foregoing, the Company reserves the right to restructure the Benefits Payment at any time and in any manner necessary to comply with federal income tax law, as determined by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date")Company in its sole discretion. In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition The Severance Payment and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) Benefits Payment shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment lieu of any vacation pay accrued through the Termination Date. The right other severance benefits under any Company plan, program or policy, and Executive waives his rights, if any, to the foregoing termination compensation under clauses (a)have such payment taken into account in computing any other vested benefits payable to or on behalf of Executive, (b) and (c) above is subject to the Executive's execution of by the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsif any.

Termination Without Cause. The Notwithstanding anything herein to the contrary, it is understood and agreed that the Company may terminate this Agreement without Cause Executive’s employment for any reason or for no reason at any time by or elect not to renew the service period of written notice of termination Executive’s employment pursuant to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason ConditionAgreement. If the Company fails terminates Executive’s employment for other than Cause or death or Disability or if the Company elects not to cure renew the Good Reason Condition within the thirty (30) day cure periodperiod of Executive’s employment pursuant to this Agreement, the Company shall have no further obligations to Executive may terminate under this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: other than (a) fifty-two (52) weeks the timely payment of Base Salary in a lump sum payment; the Accrued Obligations, and (b) all Equity Compensation granted to provided Executive under Section 4.3 of this Agreement executes a Separation and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this General Release Agreement in a lump sum paymentform reasonably satisfactory to the Company, (i) a payment of severance pay in the aggregate amount of one times Executive’s annualized rate of base salary from the Company in effect immediately prior to his Separation Date (“Severance Pay”); (ii) any earned but unpaid annual bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s annual bonus for the fiscal quarter in which his employment terminates to the extent the annual bonus is payable to all employees for such time period; (iv) if not otherwise paid, a prorated portion of Executive’s stay bonus prorated to the effective date of termination; and (dv) payment the COBRA Benefit (as hereinafter defined). Such Severance Pay, if any, shall be paid in twelve substantially equal monthly installments (without interest, with each installment equal to approximately 1/12th of any vacation pay accrued through the Termination aggregate Severance Pay amount) beginning thirty days after Executive’s Separation Date. The right Company’s obligation to provide such Severance Pay, bonus pay, and COBRA Benefit (or continue to provide such benefits, as the foregoing termination compensation under clauses (a), (bcase may be) and (c) above is subject to the condition precedent that Executive not breach any material term of this Agreement. Provided Executive timely elects COBRA coverage, the Company will continue Executive's execution ’s coverage under the Company’s health insurance plan under COBRA during the period that the Executive is receiving Severance Pay, on the same basis as if the Executive had remained an Executive of the Company during that period. Following expiration of the Company's severance agreement which ’s obligation to make such Severance Pay, Executive will operate as a release of all legally waivable claims against have the Company right to continue COBRA coverage according to the COBRA guidelines and at the Executive's compliance with all of rates outlined in the provisions of this Agreement, including all post-employment obligationsCOBRA notice.

Termination Without Cause. The Company may terminate this Agreement without Cause Executive's employment at any time for any reason and nothing herein shall be construed as a representation or covenant to continue Executive's employment. If Executive's employment is terminated by the service of written notice of termination Company other than for Permanent Disability, death or Cause (as such terms are defined in Sections 6.2 and 6.4 hereof) or the Executive resigns for Good Reason (as defined below) during the term hereunder, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the Executive specifying an effective date terms of such termination not sooner than thirty plans or programs, and any unpaid payments of Base Salary previously earned, bonus awarded, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 6.1, Executive shall also be entitled to receive (30i) business days after the date of such notice an amount (the "Termination DateAmount") in lieu of any other cash compensation beyond that provided in the immediately preceding sentence, which Termination Amount shall be equal to the greater of (x) two times Executive's annual Base Salary and (y) Base Salary payable over the then remaining balance of the employment term, in either case, payable in installments as normal payroll over the 24 months following such termination of employment (or, if longer, the remaining balance of the employment term); and (ii) continued coverage for the same period that the Termination Amount is payable under any employee medical, disability and life insurance plans in accordance with the respective terms thereof (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to the Company. In Good Reason shall be defined as: (i) a reduction in Executive's Base Salary or an amendment to the event annual cash bonus plan which would materially impair the ability of elimination the Executive to receive a bonus (other than the establishment of the EBITDA or other performance targets to be set in good faith by the Board), (ii) a substantial reduction in Executive's duties and responsibilities, (iii) a transfer of the Executive's job position primary workplace by more than fifty (50) miles from the current workplace or reduction in duties and/or reassignment (iv) Executive is not Chief Financial Officer of the Executive to a new position combined operations following an integration, if any, of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsAct III.

Termination Without Cause. The Employee’s employment with the Company may terminate this Agreement without Cause be terminated by the Board of Directors at any time by without Cause, but in the service event of written notice of termination to any such termination, the Executive specifying an effective date of such termination not sooner than thirty (30) business days after Company shall pay for the date of such notice (the "Termination Date"severance payments and benefits described in this Section 7(c). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be that a termination without CauseCause occurs at any time on or before the Employee’s twelve month anniversary of employment, he shall be entitled to receive, as severance, (1) twelve (12) months of Base Compensation, which amount shall be paid over time in accordance with the Company’s payroll practice, less all withholdings required under then current Company policy and applicable law or regulation, and (2) continued medical benefits under the Company’s general employee plans for twelve (12) months following the termination date (with respect to this clause (2), the Company shall continue to carry the Employee under the Company’s medical plans and pay the Company’s portion of the costs associated with continuing such coverage under the Plans, with the Employee continuing to be responsible for his portion of such payments via applicable withholdings, as per normal Company policies governing the provision of medical benefits coverage to all employees of the Company). In the event that a termination without Cause occurs at any time after the Executive is terminated without CauseEmployee’s twelve month anniversary of employment, he shall be entitled to receive, as severance, (1) eighteen (18) months of Base Compensation, which shall be paid over time in accordance with the Company’s payroll practice, less all withholdings required under then current Company policy and applicable law or regulation, and (2) continued medical benefits under the Company’s general employee plans for eighteen (18) months following the termination date (with respect to this clause (2), the Executive will receive as termination compensation within thirty (30) days Company shall continue to carry the Employee under the Company’s medical plans and pay the Company’s portion of the Termination Date: (acosts associated with continuing such coverage under the Plans, with the Employee continuing to be responsible for his portion of such payments via applicable withholdings, as per normal Company policies governing the provision of medical benefits coverage to all employees of the Company). The Employee’s receipt of any severance under this Section 7(c) fifty-two (52) weeks shall be conditioned upon and subject to the Employee’s prior execution of Base Salary a standard employment release and waiver agreement in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions form reasonably satisfactory to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan Company (the “401(k) Make-Up PlanRelease”) ). No payments of severance hereunder shall be immediately vested; (c) made until the remaining unpaid portion revocation period, if any, referred to in the Release shall have expired. In addition, the parties hereto agree to accelerate the Base Compensation severance payments contemplated hereby as necessary to avoid triggering the employee excise tax provisions of the 2008 Incentive Award under paragraph 4.6 American Jobs Creation Act of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations2004.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "“Termination Date"”). In the event of elimination of the Executive's ’s job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "“Good Reason Conditions"”) the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; and (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation PTO pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (cb) above is subject to the Executive's ’s execution of the Company's ’s severance agreement which will operate as (including a release of all legally waivable claims if deemed appropriate by the Company) against the Company and the Executive's ’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The Company may voluntarily terminate this Agreement Agreement, and EMPLOYEE's employment, without Cause at any time without liability other than as set forth herein, for any reason not specified in Section 3.1, by the service of written notice of termination to the Executive specifying an effective date of such termination giving not sooner less than thirty (30) business days after written notice to EMPLOYEE. Any such notice shall specify the exact date of termination (the “Termination Date”). (a) If EMPLOYEE's employment under this Agreement is terminated by the Company without Cause (as defined herein), EMPLOYEE shall be entitled to receive (a) his Base Salary and the maximum amount of the Performance Bonus payable hereunder and not yet paid, through the end of the Term hereof (“Termination Payment”) and (b) a severance payment in the amount of one hundred forty (140) percent of six (6) months base salary provided the conditions of Section 3.4 have been met. The Termination Payment, however, shall be due only if, on the Termination Date and as established by the next-available financial statements for the month (and year-to-date) during which the employment was terminated, the Company has achieved, on a prorated, straight-line basis, EBITDA goals (as calculated on a GAAP basis) as set forth in Exhibit A attached hereto. If such EBITDA goals are not achieved as of the Termination Date, EMPLOYEE shall be entitled only to (a) the Base Salary set forth in Section 3.1 prorated to the date of termination on the basis of a 30-day calendar month, and (b) a severance payment of one hundred and forty (140) percent of six (6) months Base Salary provided the conditions in Section 3.4 have been met. (b) Such Termination Payment shall be paid over time in accordance with the Company's general payroll practices, as and when such notice (payments would have been paid had EMPLOYEE's employment not been terminated, provided, however, that to the "extent any portion of the Termination Payment has not been paid by March 14th of the year following the year of EMPLOYEE's Termination Date"). In the event of elimination , any and all unpaid portions of the Executive's job position or reduction Termination Payment not paid by that date shall be paid in duties and/or reassignment a single lump sum to EMPLOYEE on March 15th of the Executive to a new position year following the year of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive EMPLOYEE's termination. 3.3 EMPLOYEE may voluntarily terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within upon no less than thirty (30) days written notice of such termination submitted to the President of DIS, and in such event EMPLOYEE shall be entitled only to such payment as would have been due had EMPLOYEE been terminated for cause as defined in Section 3.1, supra. 3.4 Notwithstanding anything in this Agreement to the contrary, EMPLOYEE's right to receive the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement Payment and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) severance payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executiveconditioned upon EMPLOYEE's execution and delivery of the Company's severance agreement which will operate as a release of General Release, releasing all legally waivable claims EMPLOYEE may have or claim to have against the Company and the Executiveits respective agents and representatives, in a form acceptable to Company, in its sole discretion, and confirmation of EMPLOYEE's compliance with all of the provisions of this Agreement, including all postnon-employment obligationscompete and non-solicitation agreements as outlined in Section 4. 4.

Termination Without Cause. The Company CBOE may terminate this Agreement your employment without Cause Cause, at any time by time. In such event, CBOE shall pay you (a) your base salary (based upon the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after annual rate in effect on the date of such notice (termination) and prorated targeted bonus through the "Termination Date"). In the event date of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum paymenttermination; (b) all Equity Compensation granted to Executive under Section 4.3 twenty-four (24) months of base salary continuation (at the rate determined by using the greater of (1) the annual pay rate in effect on the effective date of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan or (the “401(k) Make-Up Plan”) shall be immediately vested; (c2) the remaining unpaid portion annual pay rate in effect on the date of the 2008 Incentive Award under paragraph 4.6 termination of this Agreement in a lump sum paymentAgreement); and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject an amount equal to two (2) times your target annual bonus (as determined by the Board of Directors of CBOE) for the year in which your employment terminates (collectively, such base salary and bonus amounts to be referred to herein as the “Severance Payments”). Subject to the Executive's execution terms of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions Paragraph 8 of this Agreement, including all postthe Severance Payments shall be payable in one single sum. CBOE shall also pay your COBRA premiums (sufficient to cover full family healthcare) for a period of eighteen (18) months following the termination of your employment if you elect such COBRA coverage and, at the end of such period, if you are eligible and elect to enroll in CBOE’s retiree medical plan, if any, CBOE shall pay your premiums for such coverage for a period of six (6) months. The foregoing notwithstanding, CBOE’s obligation to pay the COBRA and retiree medical insurance premiums described in the preceding sentence (collectively, the “Insurance Premiums”) shall cease on the date you and your dependents become eligible for coverage under another group health plan that does not impose pre-existing condition limitations on your and your dependents’ coverage. Nothing herein shall be construed to extend the period of time over which COBRA continuation coverage may be provided to you or your dependents beyond the period of time mandated by law. CBOE shall also pay you for your unpaid business expenses incurred prior to the termination of your employment obligationsin accordance with the terms of CBOE’s expense reimbursement policy, and accrued but unused vacation, through the date your employment terminates, and any other benefits mandated under the terms of any CBOE plans and programs in which you are a participant (excluding, however, any other CBOE severance plan or program).

Termination Without Cause. The If the Company may terminate this Agreement terminates Employee’s employment without Cause (defined below), Employee shall be entitled to receive continuing severance pay at any time by a rate equal to Employee’s Base Salary, as then in effect, for twelve (12) months from the service of written notice date of termination to of employment, less all required tax withholdings and other applicable deductions, payable in accordance with the Executive specifying an Company’s standard payroll procedures, commencing on the effective date of such termination a Separation Agreement and Release of claims against the Company that has not sooner than thirty (30) business days after been revoked, in substantially the date form of such notice (Exhibit C attached hereto, the "Termination Date"). In the event timely execution and performance by Employee of elimination which is specifically a condition to his receipt of any of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary payments and benefits provided under this Paragraph 12B; provided that (collectively referred to as the "Good Reason Conditions"1) the Executive may terminate this such Separation Agreement if the Executive provides notice to the Company and Release shall be executed and be fully effective within ninety seventy (9070) days of the initial existence Employee’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Employee if payment had commenced on the date of termination of employment; and (3) Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, the Company will pay or reimburse the premiums for such coverage of Employee (and his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, any of the Good Reason Condition foregoing payments due under this Paragraph 12B shall commence within seventy (60) days of Employee’s termination of employment, provided that if such seventy (70)-day period spans two (2) calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Employee’s execution of a thirty (30) day period for Separation Agreement and Release of claims against the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition that has been executed and not revoked within the thirty any applicable rescission period that has expired within seventy (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (3070) days of the Termination Date: (a) fifty-two (52) weeks Employee’s termination of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions employment, Employee shall be entitled to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Makepro-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment rated amount of any vacation pay accrued through unpaid bonus for the Termination Date. The right calendar year in which his termination of employment occurs, if earned pursuant to the foregoing termination compensation under clauses terms thereof and at such time and in such manner as determined by the Board (a), (bor a committee thereof) and (c) above is subject in its sole discretion pursuant to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreementterms thereof, including all post-employment obligationsless any payments thereof already made during such year.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Executive’s employment is terminated by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Company shall pay the Executive any Base Salary and Annual Bonus from the preceding calendar year to the extent accrued but unpaid as of the effective date of the Executive’s termination; accrued but unused vacation in accordance with Company policy; and all business expenses that were incurred and not reimbursed but eligible for reimbursement (collectively, the “Accrued Obligations”). In addition, the Executive will receive as termination compensation within thirty (30) days be entitled to a prorated amount of the Termination Date: current calendar year Annual Bonus, with such prorated portion determined by multiplying the Annual Bonus that would otherwise have been earned by a fraction, the numerator of which is the number of days that elapsed between the January 1 of the current year and the date of the Executive’s termination of employment, and the denominator of which is 365, with payment of such prorated Annual Bonus to be made at the same time as annual bonuses are made to other executives of the Company in the ordinary course (abut in no event later than March 15th of the calendar year following the calendar year in which the termination occurs (the “Pro Rata Bonus”). In addition, subject to Section 19, the Company will pay the Executive an amount equal to twenty (20) fifty-two (52) weeks months of the Executive’s Base Salary at the rate in effect on the date of termination, payable in a lump sum payment; within sixty (b60) all Equity Compensation granted to calendar days of the date of termination. Provided the Executive timely elects continuation coverage under Section 4.3 the Consolidated Omnibus Budget Reconciliation Act of this Agreement and any Supplemental Matching Contributions 1985, as amended (“COBRA”), the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan date of termination, during the twelve (12) month period following the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion date of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)termination, (b) and (c) above is subject to the Executive's execution ’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were emolled immediately prior to the date of termination. The Executive will continue to be required to pay that portion of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and premium for the Executive's compliance with ’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement. Upon termination under this Section 4(a), (i) the Initial Options, to the extent unvested, shall immediately vest, (ii) the Subsequent Options shall cease vesting and (iii) all vested Stock Options shall remain exercisable until the earlier of (x) the date one hundred eighty (180) calendar days following termination of employment or (y) the expiration of the provisions of this Agreement, including all post-employment obligations.original option term. ​

Termination Without Cause. The Company may terminate this Agreement without Cause at At any time the Company shall have the right to terminate the Executive's employment hereunder by the service of written notice to the Executive. Upon any termination pursuant to this Section 5.4 (that is not a termination under any of termination Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall (i) pay to the Executive specifying an any unpaid Base Salary through the effective date of termination specified in such notice, (ii) subject to the second last sentence of this Section 5.4, continue to pay the Executive's Base Salary through the Expiration Date, in the manner and at such time as the Base Salary would otherwise have been payable to the Executive, (iii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation would otherwise have been payable to the Executive, (iv) pay to the Executive (within 45 days after such termination) a pro rata portion of the Incentive Compensation, if any, for the year in which such termination not sooner occurs, as calculated pursuant to the terms of Section 3.3 (including the provisos set forth in clauses (i)-(iii) of such Section); provided that, for purposes of such calculation, (x) EBT shall be calculated for the portion of the year through the end of the month prior to the month in which such termination occurs and based upon unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board or the Committee, as applicable, and (y) in determining the maximum Incentive Compensation for such year, Base Salary shall be the amount of Base Salary actually paid to the Executive during the year of termination other than thirty pursuant to Section 5.4(ii), and (30v) business pay to the Executive, within 45 days after the termination date, any Deferred Compensation earned in prior years during the Term, whether or not vested, and a pro rata portion of the Deferred Compensation for the current year, if any. Whether any Deferred Compensation is due for the current year shall be determined pursuant to Section 3.5(i)-(iii) after multiplying each of Net Revenues and EBT for the year through the month prior to the month in which termination occurs by a fraction, the numerator of which is 12 and the denominator of which is the number of months in the year through the month in which termination occurs, and using the product of each in performing the calculations under Sections 3.5(i)-(iii). If Deferred Compensation is due, the amount due shall be calculated by multiplying .50 by the amount of Base Salary paid to the Executive for the year other than pursuant to Section 5.4(ii). The Company shall have no further liability hereunder (other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such notice termination occurs). Notwithstanding the foregoing, if the Executive shall find other employment prior to the Expiration Date, then the Executive shall notify the Company in writing of the date and terms of such employment and the Company shall be entitled to reduce the amount payable to the Executive pursuant to Section 5.4(ii) during the period from the commencement of such other employment until the Expiration Date (the "Termination DateOther Employment Period"). In ) by the event of elimination of the Executive's job position or reduction in duties and/or reassignment of compensation payable to the Executive to a new position of less authority for services rendered in connection with such other employment during the Other Employment Period. Nothing contained in this Section 5.4 or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") elsewhere herein shall relieve the Executive may terminate this Agreement if the Executive provides notice from any obligation to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and comply with any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this AgreementSection 6 hereof, including all post-employment obligationswhich shall remain binding on the Executive.

Termination Without Cause. The Company Board may unilaterally terminate this Agreement without Cause cause at any time time. If this Agreement is terminated, Superintendent shall receive an amount equal to the monthly salary of the Superintendent multiplied by the service number of written notice of termination to months left on the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination unexpired term of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Conditioncontract. If the Company fails to cure unexpired term of the Good Reason Condition within the thirty contract is greater than eight (30) day cure period8) months, the Executive may terminate this Agreement and it maximum cash settlement shall be an amount equal to the monthly salary of the Superintendent multiplied by eight (8). Payments to Superintendent shall be made on a monthly basis unless the parties agree otherwise. Superintendent’s health benefits will be deemed paid for the same duration of time as covered in the settlement, up to eight (8) months or until Superintendent finds other employment offering health benefit coverage pursuant to Government Code section 53261. The parties have specifically contracted for this “termination for convenience” clause in full knowledge that Government Code sections 53260-53261 state for agreements entered into effective January 1, 2016 that the maximum cash settlement shall be a termination without Cause. In an amount equal to the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days monthly salary of the Termination Date: Superintendent multiplied by twelve (a12) fifty-two with twelve (5212) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted months paid health benefits. The parties agree that any damages to Executive under Section 4.3 the Superintendent that may result from the Board’s early termination of this Agreement cannot be readily ascertained. Accordingly, the parties agree that the payments made pursuant to this termination without cause provision, along with the District’s agreement to provide health benefits, constitutes reasonable liquidated damages for the Superintendent, fully compensates the Superintendent for all tort, contract and other damages of any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended nature whatsoever, whether in law or equity, and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) does not result in a penalty. Superintendent shall be immediately vested; (c) terminated in accordance with Education Code section 41326 upon appointment of a State Administrator by the remaining unpaid portion State Superintendent of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of Public Instruction. Notwithstanding any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions other provision of this Agreement, including all post-employment obligationsin such case the Superintendent’s final compensation shall be determined in accordance with subdivision (j) of Section 41326. Superintendent shall be terminated in accordance with Government Code section 53260 if the Board believes, and an independent audit subsequently confirms, that Superintendent has engaged in fraud, misappropriation of funds, or other illegal fiscal practices. Notwithstanding any other provision of this Agreement, in such case Superintendent’s final compensation shall be determined in accordance with subdivision (b)(1) of Section 53260.

Termination Without Cause. The If the Company may terminate this Agreement terminates Executive’s employment without Cause (defined below), Executive shall be entitled to receive, in addition to the amounts due under Section 10A, as continuing severance pay at any time by a rate equal to Executive’s Base Salary, as then in effect, for nine (9) months from the service of written notice date of termination of employment, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the Executive specifying an year in which the date of termination occurs (based on the date of termination), in each case, less all required tax withholdings and other applicable deductions, payable in accordance with the Company’s standard payroll procedures, commencing on the effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Separation Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days Release of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and after the end of any applicable rescission or revocation period, and provided that Executive has not revoked or rescinded (or attempted to revoke or rescind) any claims under such Release, in substantially the form of Exhibit A attached hereto, the timely execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10B; provided that (1) such Separation Agreement and Release shall be executed and be fully effective within sixty (60) days of the Executive's compliance ’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the date of termination of employment; and (3) Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with all its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the provisions Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for nine (9) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, any of the foregoing payments due under this AgreementSection 10B shall commence within seventy (70) days of Executive’s termination of employment, including provided that if such seventy (70)-day period spans two (2) calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all post-employment obligations.outstanding equity awards then held by Executive. BY DIAMEDICA THERAPEUTICS INC. PURSUANT TO 17 C.F.R. SECTION 200.83

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If Employee’s employment (x) is terminated by the service Company for any reason other than (A) for Cause, or (B) by reason of written notice his death or Disability, then Employee shall be eligible to receive the continued payment of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after Employee’s Annual Base Salary as in effect on the date of such notice the termination of Employee’s employment, less applicable withholdings for taxes, in accordance with the Company’s normal payroll procedures, for six (6) month following the termination of Employee’s employment (the "Termination Date"“Severance Payment”). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice Notwithstanding anything to the Company within ninety (90contrary herein, no payments shall be due under this Section 4(b)(i) days of the initial existence of the Good Reason Condition unless and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure perioduntil Employee shall have executed and not revoked, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: after Employee’s termination date (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aor such other longer period as required by applicable law), (b) a separation agreement and (c) above is subject to the Executive's execution general release and waiver of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company (other than (a) the payments and benefits contemplated by Section 4(a), and (b) any rights to indemnification Employee has or may have as an officer or director of the Company or as an insured under any directors and officers liability insurance policy) in a form customarily used by the Company, and the Executive's compliance with all execution and non-revocation of such general release and waiver shall be a condition to Employee’s rights under this Section 4(b) or (ii) if Employee breaches any restrictive covenants (including, without limitation, the provisions confidentiality, non-competition, non-solicitation and non-hire covenants set forth in Sections 6 and 7 of this Agreement) applicable to Employee pursuant to any written agreement that contains restrictive covenants applicable to Employee for the benefit of any Company Entity. If the cash severance hereunder is considered deferred compensation subject to Section 409A of the Code and the period to consider and revoke the general release and waiver of claims spans two calendar years, including all post-employment obligationsthe payments will begin in the second calendar year provided the release becomes effective. Any severance payments that would have been made during the release consideration and revocation period will be accumulated and paid on the first installment payment date.

Termination Without Cause. The Subject to Section 6(f) hereof, in the event that the Company may terminate this Agreement terminates Executive’s employment hereunder without Cause at any time by (as defined below) during the service Agreement Term (which, for the avoidance of written notice of termination doubt, shall not include Executive’s death or Disability (as defined below)), or Executive terminates his employment with Good Reason (as defined below) during the Agreement Term, then, in addition to the Accrued Rights, Executive specifying an effective date shall be entitled to receive the following severance payments and benefits (the “Severance Payments”): (i) continued payment of such termination not sooner than thirty the Base Salary for a period of twelve (3012) business days after months following the date of such notice Executive’s termination of employment (the "Termination Date"“Severance Period”). In , payable in accordance with the event of elimination Company’s normal payroll practice; (ii) a bonus amount under the Incentive Plan, based on achievement of the Executive's job position or reduction applicable performance criteria for the Incentive Plan year in duties and/or reassignment which Executive terminates employment, as determined at the Compensation Committee’s discretion, and adjusted on a pro rata basis based on the number of the days Executive was actually employed during such year; provided, however, that Executive shall only be entitled to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement such payment if the Executive provides notice to he is employed with the Company within ninety for a period of at least six (906) days of the initial existence of the Good Reason Condition and months during such Incentive Plan year. Such amount shall be paid in a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation lump sum within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks Compensation Committee’s approval of Base Salary such payment, but in a lump sum payment; (b) all Equity Compensation granted no event later than March 15 following the calendar year to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to which the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum paymentbonus relates, if so approved; and (diii) payment continued medical coverage under the Company’s group health plan for the Severance Period on the same terms and conditions that applied to Executive at the time of any vacation pay accrued through his termination of employment (including, without limitation, employee contribution rates, if applicable, and coverage); following the Termination DateSeverance Period, Executive shall be permitted to elect COBRA continuation coverage in accordance with applicable law. The right to the foregoing termination compensation under clauses Severance Payments in item (a), (b) and (ci) above is subject will begin on the 60th day following Executive’s termination of employment, with the first such payment to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsinclude any amounts attributable to payroll intervals occurring prior to such date.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Employment Period is terminated by the service of written notice of termination Company without Cause, Executive shall be entitled to continue to receive his Base Salary for the Executive specifying an effective period beginning on the date of such termination and ending on the 2nd anniversary of the Effective Date. The payments of Executive’s Base Salary by the Company under this Section 4(a) will be made periodically in the same amounts and at the same intervals as if the Employment Period had not sooner than thirty ended and Executive’s Base Salary otherwise continued to be paid. In addition, (30i) business days after all unvested stock options and unvested “Equity Incentive Plan” shares previously granted to Executive shall automatically vest in full and (ii) the Company shall offer continued medical benefit coverage as required by law; provided that Executive’s obligation to pay premiums for such coverage shall be limited to the employee premiums payable by similarly situated active employees until the earlier of (A) the expiration of the Employment Period and (B) the date Executive becomes employed by another party. Following the expiration of such notice (period of limited premiums, the "Termination Date")remaining coverage shall be subject to payment by Executive of any applicable premiums. In Executive shall not be required to mitigate the event amount of elimination any payment or benefit provided for under this Section 4(a) by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4(a) be reduced by any compensation earned by Executive as a result of other employment. Payment to Executive pursuant to this Section 4(a) shall constitute the entire obligation of the Executive's job position Company for severance pay and full settlement of any claim for severance pay under law or reduction in duties and/or reassignment equity that Executive might otherwise assert against the Company or any of its employees, officers or directors on account of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days Company’s termination of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination Employment Period without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted shall remain entitled to Executive any benefits which are then due to him under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsBenefit Plans.

Termination Without Cause. The Company Employer may terminate this Agreement without Cause cause at any time. "Without cause" termination shall include, but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 35 miles from Employee's prior office location; and (iii) Employer's reduction of Employee's base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time by equal to twelve months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the service time of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty termination. In addition, Employee will receive (30i) business days after any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee's termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such notice plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the "Termination Date")nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the event Employer may consider factors that include but are not limited to (i) the Employee's target bonus (percentage of elimination base salary), (ii) the Company's financial performance and (iii) the Employee's achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee's bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be contingent upon the Company satisfying the financial targets established by the Company's Board of Directors. Payment of any bonus shall be made at the time of the Executive's job position or reduction in duties and/or reassignment of annual bonus payout for all employees. COBRA coverage may be elected to continue health, dental, and vision insurance during the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period employee contribution rate for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid health insurance portion of the 2008 Incentive Award COBRA coverage during the Severance Period. Dental and vision coverage under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through COBRA will be billed at the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsfull COBRA rate.

Termination Without Cause. The In the event Executive’s employment hereunder is terminated pursuant to Section 7(a)(iii), Company may terminate this Agreement without Cause shall pay Executive Separation Payments as Executive’s sole remedy in connection with such termination. “Separation Payments” are payments made at the bi-weekly rate of Executive’s then current salary, including car allowance, in effect immediately preceding the date of termination. Separation Payments shall be paid by Company as follows: (A) an amount equal to the sum of all Separation Payments and/or portions thereof that do not constitute deferred payments of compensation subject to Section 409A of the Code, including, but not limited to, by reason of Treas. Reg. § 1.409A-1(b)(9)(iii), shall be paid in a single lump sum cash payment within ten (10) calendar days following the date of Executive’s termination, such lump sum payment being considered in satisfaction of the Separation Payments that would be paid latest in the Separation Payment Period if no portion were payable in a lump sum amount hereunder, and (B) the remaining Separation Payments shall be paid in equal bi-weekly payments on the dates Executive would have been paid in accordance with the Company’s then-current normal payroll procedure if Executive’s employment had continued beginning with the first regularly scheduled payday occurring in the Separation Payment Period continuing until the balance of the Separation Payments have been paid in full. (See Exhibit 1 for an illustration of the foregoing.) Company shall also pay Executive his Salary and any time by incentive bonus compensation earned but unpaid as of the service date of written notice termination, unpaid expense reimbursements under Section 6 for expenses incurred in accordance with the terms hereof prior to termination, all of termination which shall be paid to the Executive specifying an effective within 30 days of the date of termination. In addition, Executive and/or his or her qualified beneficiaries shall continue to receive health benefits and coverage under the Company’s group health care plan or such termination not sooner than thirty (30) business days after other equivalent health coverage Executive may agree. Such coverage shall be provided on the foregoing terms for the duration of the Separation Payment Period. EXECUTED February 22, 2011, and effective as of the date and year first above written. XXXXX-XXXXXXXX ENERGY INC. By /s/ Xxxxxx X. Xxxxx EXECUTIVE /s/ Xxxxxxxx X. Pound III Xxxxxxxx X. Pound III Xxxxxxxx X. Pound Exhibit 1 Illustration of Separation Payments Assumptions: Executive's employment terminates by "Constructive Termination" on May 15, 2011. At the date of such notice (termination, Executive's annual base salary is $285,000, and his annual car allowance is $12,000. Salary and car allowance are paid in bi-weekly payments of $11,423.08. Each payment is comprised of comprised of $10,961.54 in salary and $461.54 of car allowance. Executive is a "specified employee" within the "Termination Date"meaning of IRC 409A(a)(2)(B)(i). In The first regularly scheduled pay day following the event date of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Conditiontermination is May 27, 2011. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.Analysis:

Termination Without Cause. The If the Company may terminate this Agreement terminates Employee’s employment without Cause (defined below), Employee shall be entitled to receive continuing severance pay at any time by a rate equal to Employee’s Base Salary, as then in effect, for twelve (12) months from the service of written notice date of termination to of employment, less all required tax withholdings and other applicable deductions, payable in accordance with the Executive specifying an Company’s standard payroll procedures, commencing on the effective date of such termination a Separation Agreement and Release of claims against the Company that has not sooner than thirty (30) business days after been revoked, in substantially the date form of such notice (Exhibit C attached hereto, the "Termination Date"). In the event timely execution and performance by Employee of elimination which is specifically a condition to his receipt of any of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary payments and benefits provided under this Paragraph 12B; provided that (collectively referred to as the "Good Reason Conditions"1) the Executive may terminate this such Separation Agreement if the Executive provides notice to the Company and Release shall be executed and be fully effective within ninety sixty (9060) days of the initial existence Employee’s termination of employment; (2) the first payment shall include any amounts that would have been paid to Employee if payment had commenced on the date of termination of employment; and (3) Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or similar state law, the Company will pay or reimburse the premiums for such coverage of Employee (and his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the foregoing, any of the Good Reason Condition foregoing payments due under this Paragraph 12B shall commence within sixty (60) days of Employee’s termination of employment, provided that if such sixty (60)-day period spans two (2) calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Employee’s execution of a thirty (30) day period for Separation Agreement and Release of claims against the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition that has been executed and not revoked within the thirty any applicable rescission period that has expired within sixty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (3060) days of the Termination Date: (a) fifty-two (52) weeks Employee’s termination of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions employment, Employee shall be entitled to the Chesapeake Energy Corporation Amended pro-rated amount of any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and Restated Deferred Compensation Plan at such time and in such manner as determined by the Board (or a committee thereof) in its sole discretion pursuant to the “401(k) Make-Up Plan”) terms thereof, provided such bonus shall be immediately vested; (c) paid no later than as soon as reasonably practicable after the remaining unpaid portion earlier of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution filing of the Company's severance agreement which will operate as a release of all legally waivable claims against ’s Annual Report on Form 10-K with the Company SEC and the Executive's compliance with all December 31 of the provisions of this Agreement, including all post-employment obligationscalendar year immediately following the calendar year in which the bonus is being measured.

Termination Without Cause. At any time the Company shall have the right to terminate the Executive’s employment hereunder by written notice to the Executive; provided, however, that, in the event of any termination pursuant to this Section 5.4, the Company shall pay the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice and shall pay the Executive severance payments and provide him with severance benefits as follows: The Company may terminate this Agreement without Cause at shall pay the Executive his Base Salary, in twelve equal installments, with the first such installment commencing on such effective date. For a two (2) year period after the effective date of termination, the Company shall arrange to provide the Executive with benefits substantially similar to the benefits that the Executive was then currently receiving (including pursuant to Section 4.4) or entitled to receive under the Company’s life, disability, accident and group health insurance plans or any time by similar plans in which the service of written notice Executive was participating immediately prior to such effective date of termination (“Welfare Benefits”) at a cost to the Executive specifying an which shall be no greater than the cost to the Executive in effect at such effective date of termination; provided, however, that to the extent any such termination coverage is prohibited by any judicial or legislative authority, the Company shall make alternative arrangements to provide the Executive with Welfare Benefit Plans, including, but not sooner limited to, providing the Executive with a payment in an amount equal to the Executive’s cost of purchasing said Welfare Benefits. Benefits otherwise receivable by the Executive pursuant to the immediately preceding sentence shall be reduced to the extent comparable benefits are actually received on the Executive’s behalf during the two (2) year period following the Executive’s termination, and such benefits actually received by the Executive shall be reported to the Company. Notwithstanding anything set forth in this Section 5.4(b), in no event will the Company be obligated to pay a greater annual amount for the Welfare Benefits during such two (2) year period than thirty it paid for such Welfare Benefits in the last year of the Executives employment hereunder. The Company shall have no further liability to the Executive hereunder (30) other than for reimbursement for reasonable business days after expenses incurred prior to the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive termination, subject, however, to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsSection 4.1).

Termination Without Cause. The Company Employer may terminate this Agreement without Cause cause at any time. "Without cause" termination shall include, but not be limited to: (i) Employer's notice to Employee of its intent not to renew this Agreement in accordance with the provisions of Section 1 hereof; (ii) Employer's notice to Employee that his or her position will be relocated to an office which is greater than 50 miles from Employee's prior office location; and (iii) Employer's reduction of Employee's base salary to less than the base salary identified in Section 4(a) of this Agreement. If Employer terminates this Agreement without cause, Employer shall continue to pay Employee the compensation provided for in Section 4(a) of this Agreement for a period of time by equal to twelve months. Such pay continuation is contingent upon Employee executing Employer's standard severance agreement, which incorporates a general release, at the service time of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty termination. In addition, Employee will receive (30i) business days after any earned but unpaid Base Salary and accrued Paid Time Off through the date of Employee's termination; (ii) reimbursement of expenses incurred by Employee through the date of termination which are reimbursable pursuant to this Agreement; and (iii) the Employee's vested portion of any Magellan Health Services retirement, deferred compensation or other benefit plan, including but not limited to, any stock option or restricted stock grant plans, in accordance with the terms of those plans. If Employee participates in any bonus plan(s), including but not limited to, any long term bonus plan(s), Employer may pay Employee, on a pro-rata basis, the amount of such notice plan(s) as Employee would have earned if Employee had been employed for the full calendar year. The pro-ration will be determined by the fraction of the number of months in the calendar year in which the Employee worked (rounded to the "Termination Date")nearest whole month) divided by 12 months. In determining whether a pro-rata bonus shall be paid to Employee, the event Employer may consider factors that include but are not limited to (i) the Employee's target bonus (percentage of elimination base salary), (ii) the Company's financial performance and (iii) the Employee's achievement of his or her specific performance objectives. At the time of termination, Employer shall determine the Employee's bonus amount, if any. Notwithstanding the foregoing, any payout of such bonus amount shall be contingent upon the Company satisfying the financial targets established by the Company's Board of Directors. Payment of any bonus shall be made at the time of the Executive's job position or reduction in duties and/or reassignment of annual bonus payout for all employees. COBRA coverage may be elected to continue health, dental, and vision insurance during the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as Severance Period and beyond. If COBRA coverage is elected, Employee will pay only the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period employee contribution rate for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid health insurance portion of the 2008 Incentive Award COBRA coverage during the Severance Period. Dental and vision coverage under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through COBRA will be billed at the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsfull COBRA rate.

Termination Without Cause. The Company may terminate this Agreement Executive’s employment with the Company without Cause (as defined in Section 8(a) above), for any reason at any time time, by the service of giving written notice of to that effect to Executive (the “Company Termination Notice”). Such termination to the Executive specifying an shall become effective date of such termination not sooner than thirty (30) business days after on the date of specified in such notice (the "Termination “Effective Date")”) provided that the Effective Date is not less than sixty (60) days from the date Executive is provided with such written notice. In the event of elimination such a termination by the Company without Cause, Company shall pay the Executive the following: (i) all monies due to Executive which right to payment or reimbursement accrued prior to such discharge; (ii) Base Salary in accordance with the Company’s customary payroll practices for the remainder of the then-existing Term of this Agreement or for a period of twelve (12) months following the Effective Date of such termination, whichever is greater (the “Severance Period”), (iii) such Bonus Compensation (which may be pro rated, if applicable, based upon the number of days Executive was employed for the applicable calendar year), as Executive is entitled to receive in accordance with the provisions of Section 3(b) above, (iv) such Incentive Plan Compensation (which may be pro rated, if applicable, based upon the number of days Executive was employed for the applicable calendar year) as Executive is entitled to receive in accordance with the provisions of Section 3(d) above, and (v) an amount, payable monthly, equal to Executive's job position ’s monthly COBRA payments, increased to compensate for any amount withheld by the Company due to federal and state tax withholding requirements until the earlier of (A) the Severance Period or reduction in duties and/or reassignment of (B) Executive obtains health coverage from another source (the Executive to a new position of less authority or reduction in Base Salary payments contemplated by subclauses (ii) and (v) inclusive, immediately preceding are collectively referred to herein as “Severance Compensation”). The Company’s payment of the "Good Reason Conditions") Severance Compensation upon the termination of Executive’s employment without Cause is expressly subject to and contingent upon Executive may terminate this Agreement if the Executive provides notice executing and delivering to the Company within ninety (90contemporaneously upon such termination the Release. In addition, for purposes of both this Section 8(d) days and Section 8(e) below, Executive’s entitlement to receive, and Company’s obligation to pay, the Severance Compensation, subject to the provisions of subclause 8(d)(v)(B) above, shall not be affected or reduced in the event Executive obtains other employment or consulting work. In addition, Executive shall not be obligated to seek other employment or take any other action by way of mitigation of the initial existence amounts payable to Executive under any of the Good Reason Condition and a thirty (30) day period for provisions of the Company to cure Agreement. In the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate event this Agreement and it is not extended or renewed (as may be modified by the parties), Executive will be deemed to be a termination without Cause. In the event the Executive is have been terminated without Cause, Cause on the Executive will receive as termination compensation within thirty (30) days last day of the Termination Date: Term (aand such last day shall be deemed to be the Effective Date without necessity of the minimum sixty (60) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity day notice period), and accordingly, Executive shall be entitled to receive Severance Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions with respect to the Chesapeake Energy Corporation Amended immediately following twelve (12) month period, provided, however, that such right to Severance Compensation is expressly subject to and Restated Deferred Compensation Plan (contingent upon Executive executing and delivering to the “401(k) Make-Up Plan”) shall be immediately vested; (c) Company the remaining unpaid portion Release contemporaneously upon the expiration of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The Company This Agreement and Frierott’s employment hereunder may terminate this Agreement without Cause be terminated by Xxxxxxxx at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date")without Cause and without prior notice. In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive Frierott’s employment is terminated without CauseCause by Xxxxxxxx, the Executive then in return for a signed separation agreement that includes a full release of all employment-related claims in a form substantially similar to Exhibit B, Frierott will receive as termination compensation within thirty (30) days of the Termination Datefollowing: (a) fifty-two (52) weeks of his Base Salary in a lump sum paymentSalary, minus applicable withholding and deductions, through the date on which notice is given; (b) all Equity Compensation granted separation payments equivalent to his regular biweekly Base Salary, minus applicable withholding and deductions, for a period of eighteen (18) months following the date of notice to him; (c) a lump sum payment equal to his annual Management Incentive Plan target bonus, minus applicable withholding and deductions, pro-rated for the year in which such termination occurs through the date on which notice of termination is given; (d) a lump-sum payment equal to 1.5 times his MIP target bonus, minus applicable withholding and deductions; and (e) COBRA subsidy benefits as and to the extent set forth in Section 2.4(b) of the Xxxxxxxx Corporation Severance Pay Plan in effect as of the Effective Date. If Frierott does not execute the above mentioned release, Frierott will receive only his Base Salary through the date on which notice of termination is given. It is understood that if as a result of Frierott’s termination without Cause hereunder Frierott could qualify for a severance payment under the Xxxxxxxx Corporation Severance Pay Plan or the Amended and Restated Severance Agreement Between Xxxxxxxx Corporation and Executive Officers, Frierott may be treated under Section 4.3 either this Agreement or one of the above referenced plans, whichever provides the greater compensation to Frierott, but Frierott is not entitled to receive the consideration provided for under this Agreement and any Supplemental Matching Contributions to of the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) above referenced plans under any circumstances. Upon such termination, Frierott shall be immediately vested; (c) entitled to no further benefits under this Agreement, except that any rights and benefits Frierott may have under the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; employee benefit plans and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution programs of the Company's severance agreement , in which will operate as Frierott is a release of all legally waivable claims against participant, shall be determined in accordance with the Company terms and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationssuch plans and programs.

Termination Without Cause. The Company may terminate this Agreement without Cause Executive's employment at any time for any reason and nothing herein shall be construed as a representation or covenant to continue Executive's employment. If Executive's employment is terminated by the service of written notice of termination Company other than for Permanent Disability, death or Cause (as such terms are defined in Sections 6.2 and 6.4 hereof) or the Executive resigns for Good Reason (as defined below) during the term hereunder, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the Executive specifying an effective date terms of such termination not sooner than thirty plans or programs, and any unpaid payments of Base Salary previously earned, bonus awarded, accrued vacation and expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 6.1, Executive shall also be entitled to receive (30i) business days after the date of such notice an amount (the "Termination DateAmount") in lieu of any other cash compensation beyond that provided in the immediately preceding sentence, which Termination Amount shall be equal to the greater of (x) two times Executive's annual Base Salary and (y) Base Salary payable over the then remaining balance of the employment term, in either case, payable in installments as normal payroll over the 24 months following such termination of employment (or, if longer, the remaining balance of the employment term); and (ii) continued coverage for the same period that the Termination Amount is payable under any employee medical, disability and life insurance plans in accordance with the respective terms thereof (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to the Company. In Good Reason shall be defined as: (i) a reduction in Executive's Base Salary or an amendment to the event annual cash bonus plan which would materially impair the ability of elimination the Executive to receive a bonus (other than the establishment of the EBITDA or other performance targets to be set in good faith by the Board), (ii) a substantial reduction in Executive's duties and responsibilities, (iii) a transfer of the Executive's job position primary workplace by more than fifty (50) miles from the current workplace or reduction in duties and/or reassignment (iv) Executive is not Chief Executive Officer of the Executive to a new position combined operations following an integration, if any, of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsAct III.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time If the Executive’s employment is terminated by the service of Employer in circumstances where there is no Cause, the Employer will give the Executive written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty with notice as per the Employment Standards Act, 2000 or other such legislation as may be in effect at the time of termination. In such event, or in the event Good Reason occurs and, within six (306) business days months after the occurrence of Good Reason, the Executive gives notice to the Employer that he intends to terminate his employment with the Employer as a result thereof, subject to the Executive complying with the provisions of Sections 5(i) and (j), 6 and 7 hereof, the Employer shall pay to the Executive an amount equal to six (6) months of the Base Salary paid to the Executive immediately preceding the date of such termination as pay in lieu of notice. All unvested RSUs/options described in this Agreement will be exercisable by the Executive within 30 days of termination. The Employer shall pay any Base Salary in lieu of notice pursuant to this Section in monthly instalments commencing on the first day of the first month following the termination of the Executive’s employment To the extent permitted by law and subject to the Executive complying with the provisions of Sections 5(i) and (j), 6 and 7 hereof and the "Termination Date")terms and conditions of any benefit plans in effect from time to time, the Employer will maintain the benefits and payments set out in any such benefit plan for 6 months following the date that the Executive receives written notice of his termination, excluding any disability or life insurance benefits, provided that if the Executive obtains a new source of remuneration, whether through an office, new employment, a contract to provide consulting or other services, a new business or any position analogous to any of the foregoing, the Employer’s obligation to maintain benefits will terminate immediately. In the event of elimination the termination of the Executive's job position or reduction in duties and/or reassignment ’s employment hereunder by the Corporation, without cause, all unvested RSUs/options which are coming due within a period of the Executive to a new position of less authority or reduction in Base Salary sixty (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (9060) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Conditionshall immediately vest. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject Prior to the Executive's execution of ’s Notice Period the Company's severance Employer and Executive shall enter into a Consultancy agreement which will operate as for a release of all legally waivable claims against the Company and period up until the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations’s vested RSUs/options expire.

Termination Without Cause. The Company CARIAD may terminate this Agreement without Cause the Order at any time by after the service Effective Date without cause upon 30 days’ prior written notice to Supplier. Upon receipt of written notice of termination, and unless otherwise directed by XXXXXX, Supplier will comply with the requirements of Section 12.5. Upon termination by CARIAD under this Section, CARIAD will be obligated to pay only the following without duplication: (i) the Order price for all finished Goods and Services in the quantities ordered by CARIAD that conform to the Executive specifying an effective date Order and are delivered to and accepted by CARIAD for which Supplier has not been paid and (ii) Supplier’s reasonable actual cost of such carrying out its obligation under Section 12.5(d). CARIAD shall pay for Supplier’s reasonable actual cost of merchantable and usable work-in-process, as well as any parts and materials, which CARIAD requests be transferred to it under Section 12.5(b). Notwithstanding any other provision herein, CARIAD will have no obligation for and will not be required to pay Supplier, directly or on account of claims by Subcontractors, for lost profits, lost fees, lost business, loss of use, costs associated with business interruptions, unabsorbed overhead, interest on claims, product development or engineering costs, facilities or equipment rearrangement costs or rental, unamortized capital or depreciation costs, finished goods, work-in-process or raw materials that Supplier fabricates or procures in amounts exceeding those authorized in the Order, or general administrative burden charges from termination of the Order, except as otherwise expressly stated in a separate Order issued by CARIAD. CARIAD’s obligation for any Supplier claims related to termination will not sooner than thirty (30) business days exceed the obligation CARIAD would have had to Supplier in the absence of termination. Supplier will furnish to CARIAD, within one month after the date of such notice (the "Termination Date"). In the event of elimination termination, its termination claim, which will consist exclusively of the Executive's job position claims eligible for reimbursement by CARIAD to Supplier that are expressly permitted by this Section. CARIAD may audit Supplier’s records before or reduction after payment to verify amounts requested in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a Supplier’s termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsclaim.

Termination Without Cause. The Company Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition without Cause and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may any reason immediately terminate this Agreement and it will Executive’s employment by the Bank by action of their respective Boards. Upon such termination by the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph F.4 or Subparagraph F.5, and Executive shall be deemed to be have voluntarily resigned as a director, officer and employee of the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank or MB, and shall deliver such written resignation as Bank may request. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause. In Cause by the event Bank upon the delivery to the Bank by Executive is terminated without Causeof a waiver and release in substantially the form of Attachment “A” to this Agreement, and Executive’s compliance with the terms thereof, Executive will receive as termination compensation within thirty (30) days shall be entitled to, upon the effective date of the Termination Date: (a) fifty-two (52) weeks termination, payment of Base Salary in a lump sum paymentequivalent to twelve (12) months’ base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive’s medical benefits for a period of twelve (12) months following such termination, with Bank continuing to pay Executive’s share of premiums and associated costs as if Executive continued to be employed with the Bank; (b) all Equity Compensation granted provided, however, that the Bank’s obligation to provide such coverage shall be terminated if Executive is eligible to receive comparable substitute coverage from another employer at any time during such twelve-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive’s employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs exist, and no severance benefits shall be payable to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions Subparagraph F.4 if payments are required to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award made to Executive under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsSubparagraph F.5 hereof.

Termination Without Cause. The Company may shall have the right to terminate this Agreement without Cause Employee’s employment at any time by the service of written notice of termination and for any reason subject to the Executive specifying an effective date provisions of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"this Section 6(b). In the event that the Company shall terminate Employee’s employment for any reason other than as provided in Section 6(a), the Company shall as its sole obligation hereunder pay to Employee the Base Salary, subject to applicable federal and state income and social security tax withholding requirements and in accordance with the Company’s customary payroll practices, for the 12 month period immediately following termination. In addition, for a period of elimination of 12 months, the Executive's job position Company shall contribute towards Employee’s COBRA premium, i.e., pay the same monthly amount for family coverage as it would if he were an active employee, if Employee is covered under Company or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice Bank’s health welfare benefit plan prior to the Company within ninety (90) days cessation of the initial existence of the Good Reason Condition his employment and a thirty (30) day period elects to maintain coverage through COBRA. Employee shall be responsible for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award monthly COBRA premium during this period. If Employee fails to make his portion of the COBRA payment before the 10th of the month for which coverage is sought (i.e. January 10th for January coverage), Company’s obligation under paragraph 4.6 of this Agreement in a lump sum payment; and (dSection 6(b) to pay toward Employee’s monthly COBRA premium shall cease. If Employee elects to extend coverage under Company or Bank’s health welfare benefit plan after 12 months, Employee will be responsible for the payment of any vacation the entire applicable COBRA premium. If Employee becomes eligible to enroll in another employer-sponsored health welfare benefit plan prior to end of the 12 months, Company’s obligation under this Section 6(b) to pay accrued through the Termination Datetoward Employee’s monthly COBRA premium shall cease. The right Company’s obligations to the foregoing termination compensation under clauses (a), (b) and (c) above is subject make certain payments to the Executive's execution or on behalf of the Company's severance Employee under this Section 6(b) is expressly conditioned upon the Employee executing and returning to Company a settlement agreement which that will operate as include a full waiver and release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreementclaims, including all post-employment obligationspotential claims known or unknown, against Company, Bank, their officers, directors, agents, employees, etc.

Termination Without Cause. The Company may terminate this Agreement without Cause Executive’s employment at any time without Cause (as defined below) by the service of providing Executive with written notice of the termination. If Company terminates Executive’s employment without Cause hereunder, Company shall be obligated to pay Executive’s pro-rated Base Salary and pro-rated Short-Term Bonus only through the actual effective date of termination. In addition, provided that the date of the termination to of Executive’s employment without Cause is after the Executive specifying an effective Commercial Launch, Executive’s Phantom Stock Awards outstanding as of the date of such termination not sooner than thirty shall vest on a pro rata basis, as set forth in the applicable award agreement. Executive shall also be entitled to retain, subject to the terms of the Phantom Stock Plan, all of Executive’s outstanding Phantom Stock Awards which are vested as of the effective date of termination of Executive’s employment without Cause. In addition, if Executive executes a separation agreement including a general release, reaffirmation of certain covenants in this Agreement, and other promises, in a form acceptable to Company, and Company terminates Executive’s employment without Cause hereunder, Company shall pay to Executive an amount equal to six (306) business months of Base Salary plus his pro -rated Short- Term bonus for the fiscal year in which his employment was terminated, if any, less withholding for taxes and deductions for other appropriate items, payable in equal installments over a six-month period in accordance with the Company’s usual payroll practices as exercised or amended from time to time. Any separation agreement required under this Section 4(b) must be executed and all revocation periods relating to a waiver or release of claims contained in such separation agreement must have expired within 60 days after the date of termination, failing which any severance payment shall be forfeited. Company may commence the severance period under this Section 4(b) at any time during such sixty (60)-day period. Company shall have no other payment obligation under this Agreement or otherwise. Allowing the Agreement to expire, giving notice (the "Termination Date"). In the event of elimination expiration or terminating Executive’s employment after expiration of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will shall not be deemed considered to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 Cause for purposes of this Agreement Agreement. Unless specifically required to be paid by law, other compensation and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”benefits, including accrued but unused vacation time, will not be provided or paid after termination. Each installment severance payment under this Section 4(b) shall be immediately vested; (c) the remaining unpaid portion considered a separate payment, as described in Treas. Reg. Section 1.409A-2(b)(2), for purposes of Section 409A of the 2008 Incentive Award under paragraph 4.6 Internal Revenue Code of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a)1986, (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsamended.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of without prior written notice of termination to the may terminate Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date")without cause. In the event of elimination that Executive's employment is terminated without cause, Executive shall receive payment for all earned but unpaid Base Salary as of the termination date (which for purposes of this Section 4(e), shall be the date of Executive's job position or reduction termination); accrued but unused vacation time; the amount of any unreimbursed expenses described in duties and/or reassignment Section 2(g); and benefits the Executive is then entitled to receive under applicable benefit plans of the Company, including if applicable the Retention Plan, less standard withholdings for tax and social security purposes and the like, as of the termination date. In such event, and provided that Executive to has executed a new position of less authority or reduction general release in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice form and substance satisfactory to the Company within ninety and substantially similar to Exhibit A hereto, the Company shall also provide to Executive as severance (90i) days the payment of an amount equal to Executive's highest Base Salary during the twelve (12) month period prior to the termination date, and the target Bonus for the year in which such termination occurs, less standard withholdings for tax and social security purposes and the like, payable in equal installments on the Company's regular pay schedule over a period of twelve (12) months; (ii) continuation of Executive's participation in the Company's medical benefits until the earlier of (x) eighteen (18) months following Executive's termination or (y) such time as Executive is covered by comparable programs of a subsequent employer; (iii) continuation of Executive's participation in any management perquisites applicable to Executive until the earlier of (x) twelve (12) months following Executive's termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer; (iv) the payment to Executive, at the end of the initial existence year in which Executive's termination occurs, of a pro rata portion of Executive's target Bonus for the year in which Executive's termination occurs, prorated for Executive's actual employment period during such year and adjusted for performance; and (v) the provision of not less than eighteen (18) months of executive-level outplacement services at Company expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the Good Reason Condition amount equal to Executive's highest Base Salary during the twelve (12) month period prior to the termination date and a thirty (30) day period the target Bonus for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a year in which such termination without Causeoccurs. In the event Executive receives continuation of medical benefits for eighteen (18) months under Section 4(e)(ii) hereof, Executive shall be eligible for continued coverage after the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days end of the Termination Date: eighteen (a18) fifty-two month period to the extent provided by and subject to the terms of the Consolidated Budget Reconciliation Act of 1985 (52) weeks "COBRA"). No other compensation of Base Salary any kind or severance or other payment of any kind shall be payable by the Company after such termination date. Except as specifically provided in a lump sum payment; (bthis Section 4(e) all Equity Compensation granted benefits provided by the Company to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) or otherwise shall be immediately vested; (c) the remaining unpaid portion cease as of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsdate.

Termination Without Cause. The Company may terminate this Agreement without Cause at At any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of shall have the initial existence of the Good Reason Condition and a thirty (30) day period for the Company right to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it the Executive’s employment hereunder without Cause by written notice to the Executive; provided, however, that the Company shall (a) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in such notice within ten days after such termination (or on such earlier date as may be required by applicable law), and (b) subject to the execution by the Executive of a release agreement containing standard terms in the form generally used by the Company (the “Release”), pay to the Executive, (i) in monthly installments consistent with the Company’s normal payroll schedule during the 18-month period following termination (the “Continuance Period”), an amount equal to 18 months of the Executive’s Base Salary at the time of termination, (ii) a single, lump sum amount equal to 36 times the monthly COBRA premiums that would be necessary to permit the Executive to continue group insurance coverage under the Company’s plans (which premium will be determined based on the amount of the COBRA premiums the Executive otherwise would be required to pay for the first month following termination of the Executive’s employment including, for the avoidance of doubt, the two-percent (2%) administrative charge), and (iii) a pro-rated bonus for the year of the Executive’s termination of employment, payable at the same time and on the same conditions as other participants in the bonus plan, and based on actual performance under the applicable bonus plan goals and formula. The pro-ration will be based on the actual percentage of the bonus period (typically, the Company’s fiscal year) for which the Executive was employed. For example, if the Executive is employed for 33% of the year, the Executive would be eligible for a bonus equal to 33% of the bonus (if any) that otherwise was earned based on actual performance under the terms of the bonus plan. The Company shall be deemed to be a termination have terminated the Executive’s employment pursuant to this Section 3.4 if such employment is terminated by the Company without Cause. In The Company also shall reimburse the event Executive’s reasonable business expenses incurred prior to the Executive is terminated without Causedate of termination pursuant to this Section 3.4. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other withholdings, and shall be conditioned upon the Executive will receive as termination compensation Executive’s execution of a Release that becomes effective and irrevocable within thirty (30) 60 days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; Executive’s termination date. Any payments due to the Executive under subparagraph (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) above shall be immediately vested; (c) forfeited if the remaining unpaid portion of Release does not become effective and irrevocable within 60 days after the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination DateExecutive’s termination date. The right to If the foregoing termination compensation under clauses (a), (b) Release is executed and (c) above is delivered and no longer subject to revocation within 60 days after the Executive's execution of termination date, then the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.following shall apply:

Termination Without Cause. The Company may shall have the right to terminate this Agreement your employment without Cause at (as defined on Exhibit A hereto). Termination “Without Cause” means the Company’s termination of your employment for any time by reason other than for Cause, death or as a result of you becoming permanently disabled (within the service meaning of written notice Section 22(e) of termination the Internal Revenue Code of 1986, as amended (the “Code”)). If the Company terminates your employment with the Company Without Cause or you terminate your employment with the Company with Good Reason (as defined on Exhibit A hereto), you shall be entitled to payment of your unpaid base salary earned for the Executive specifying an effective date of such termination not sooner than thirty (30) business days after period up to the date of such notice (termination, amounts accrued or payable under any benefit plans and programs of the "Termination Date")Company applicable to you up to the date of such termination, subject to and in accordance with the terms of such plans and programs, and amounts payable on account of any unreimbursed business expenses incurred in accordance with Company policy up to the date of such termination. In addition, in the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice you deliver to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a general release of all legally waivable claims against the Company and its affiliates in a form reasonably acceptable to |US-DOCS\110928677.1|| the Executive's Company that becomes effective and irrevocable within sixty (60) days following such termination of employment (“Release Condition”) and subject to your compliance with the terms of any confidentiality, non-competition, non-solicitation or other similar restrictive covenants with the Company to which you are subject, the Company will (i) continue to pay your then current base salary, less all applicable withholding taxes and authorized deductions, for a period of twelve (12) months following the date of termination (“Severance Period”), (ii) an amount equal to 100% of your annual bonus opportunity, less all applicable taxes and withholdings, in one lump sum within 14 days of the provisions satisfaction of this Agreementthe Release Condition, and (iii) should you timely elect and be eligible to continue receiving group medical and dental coverage pursuant to COBRA, and so long as the Company can provide such benefit without violating the non-discrimination requirements of the law, the Company will pay the portion of the premium for such coverage that is paid by the Company for active and similarly situated employees who receive the same type of coverage, such payment to be made for coverage from the termination date through the earliest of (x) the end of the Severance Period, (y) the date you are no longer eligible for COBRA coverage or (z) the date you become eligible for healthcare coverage from a subsequent employer (and you agree to promptly notify the Company of such eligibility). The remaining balance of any premium cost shall timely be paid by Executive on a monthly basis for as long as, and to the extent that, Executive remains eligible for COBRA continuation. In addition, in the event such termination occurs during the twelve (12) month period commencing on a Change in Control (as defined in Exhibit A), then the vesting and, to the extent applicable, exercisability of each equity award held by Executive as of the date of such termination, including all post-employment obligationsunvested stock options, will accelerate in respect of one hundred percent (100%) of the shares subject thereto.

Termination Without Cause. The Employee's employment with the Company may terminate this Agreement without Cause be terminated by the Board of Directors at any time by without Cause, but in the service event of written notice of termination to any such termination, the Executive specifying an effective date of such termination not sooner than thirty (30) business days after Company shall pay for the date of such notice (the "Termination Date"severance payments and benefits described in this Section 7(c). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be that a termination without CauseCause occurs at any time on or before the Employee’s twelve month anniversary of employment, he shall be entitled to receive, as severance, (1) twelve (12) months of Base Compensation, which amount shall be paid over time in accordance with the Company’s payroll practice, less all withholdings required under then current Company policy and applicable law or regulation, and (2) continued medical benefits under the Company’s general employee plans for twelve (12) months following the termination date (with respect to this clause (2), the Company shall continue to carry the Employee under the Company’s medical plans and pay the Company’s portion of the costs associated with continuing such coverage under the Plans, with the Employee continuing to be responsible for his portion of such payments via applicable withholdings, as per normal Company policies governing the provision of medical benefits coverage to all employees of the Company). In the event that a termination without Cause occurs at any time after the Executive is terminated without CauseEmployee’s twelve month anniversary of employment, he shall be entitled to receive, as severance, (1) eighteen (18) months of Base Compensation, which shall be paid over time in accordance with the Company’s payroll practice, less all withholdings required under then current Company policy and applicable law or regulation, and (2) continued medical benefits under the Company’s general employee plans for eighteen (18) months following the termination date (with respect to this clause (2), the Executive will receive as termination compensation within thirty (30) days Company shall continue to carry the Employee under the Company’s medical plans and pay the Company’s portion of the Termination Date: (a) fifty-two (52) weeks costs associated with continuing such coverage under the Plans, with the Employee continuing to be responsible for his portion of Base Salary in a lump sum payment; (b) such payments via applicable withholdings, as per normal Company policies governing the provision of medical benefits coverage to all Equity Compensation granted to Executive employees of the Company). The Employee’s receipt of any severance under this Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”7(c) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; conditioned upon and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's Employee’s prior execution of the Company's release and waiver agreement in the form of that attached hereto as Exhibit A (including any changes thereto necessitated by applicable law at the time of execution, the “Release”). No payments of severance agreement which will operate hereunder shall be made until the revocation period, if any, referred to in the Release shall have expired. In addition, the parties hereto agree to accelerate the Base Compensation severance payments contemplated hereby as a release of all legally waivable claims against necessary to avoid triggering the Company and the Executive's compliance with all employee excise tax provisions of the provisions American Jobs Creation Act of this Agreement2004 (i.e., including all post-in no event will Base Compensation severance payments contemplated hereby be paid later than March 15th of the calendar year following the year when the termination of employment obligationsgiving rise to severance hereunder occurred).

Termination Without Cause. The Company may terminate this Agreement without Cause may, at any time by the service of and without prior written notice of termination to the notice, terminate Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event that Executive's employment with the Executive Company is terminated without Cause, Executive shall receive (i) payment for all earned but unpaid Base Salary, and benefits the Executive will is then entitled to receive as termination compensation within thirty (30) days under benefit plans of the Termination Date: Company, if any, less standard withholdings for tax and social security purposes, through the Date of Termination; (aii) fifty-two (52) weeks within 90 days after execution by Executive of Base Salary a mutual release of claims, payment in a lump sum paymentof an amount equal to 36 months of Executive's then current Base Salary if the termination occurs during the first 24 months of the Initial Term, 24 months of Executive's then current Base Salary if the termination occurs during the last 36 months of the Initial Term, and 12 months if the termination occurs during any renewal period or if the Agreement is not renewed at the end of the Initial Term, in each case less standard withholdings for tax and social security purposes; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (diii) payment of any vacation pay a pro-rata amount of the Annual Bonus that Executive would be eligible to receive under the Company's Bonus Plan for the year in which the termination occurs; (iv) payment of amounts accrued through under the Termination Date. The right to LTIP in accordance with the foregoing termination compensation terms of the LTIP; (v) if, and only if permitted under clauses (a), (b) and (c) above is subject to the Executive's execution terms of the Company's plans, continuation of Executive's participation in the Company's medical and health insurance plans during the period he is to receive severance agreement compensation and assuming Executive is eligible and elects COBRA, payment on Executive's behalf of continuation premiums for health insurance under Federal or State COBRA for a period of 18 months following the date that severance payments cease; (vi) acceleration of the vesting of a portion of any unvested stock options in the amount that would have become vested at the end of the calendar year in which will operate as a release the termination occurred; and (vii) payment of all legally waivable claims against the annual contribution to the SRIP for the calendar year in which the termination occurs. No other compensation of any kind or severance or other payment of any kind shall be payable by the Company to Executive after such Date of Termination. Except as specifically provided in this Section 7.5 and except as required by law, all benefits provided by the Executive's compliance with all Company to Executive under this Agreement or otherwise shall cease as of the provisions Date of this Agreement, including all post-employment obligationsTermination.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of without prior written notice of termination to the may terminate Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date")without cause. In the event of elimination that Executive's employment is terminated without cause, Executive shall receive payment for all earned but unpaid Base Salary as of the termination date (which for purposes of this Section 4(e), shall be the date of Executive's job position or reduction termination); accrued but unused vacation time; the amount of any unreimbursed expenses described in duties and/or reassignment Section 2(g); and benefits the Executive is then entitled to receive under applicable benefit plans of the Company, including if applicable the Retention Plan, less standard withholdings for tax and social security purposes and the like, as of the termination date. In such event, and provided that Executive to has executed a new position of less authority or reduction general release in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice form and substance satisfactory to the Company within ninety and substantially similar to Exhibit A hereto, the Company shall also provide to Executive as severance (90i) days the payment of an amount equal to Executive's highest Base Salary during the twelve (12) month period prior to the termination date, and the target Bonus for the year in which such termination occurs, less standard withholdings for tax and social security purposes and the like, payable in equal installments on the Company's regular pay schedule over a period of twelve (12) months; (ii) continuation of Executive's participation in the Company's medical benefits until the earlier of (x) twelve (12) months following Executive's termination or (y) such time as Executive is covered by comparable programs of a subsequent employer; (iii) continuation of Executive's participation in any management perquisites applicable to Executive until the earlier of (x) twelve (12) months following Executive's termination or (y) such time as Executive is covered by comparable perquisites of a subsequent employer; (iv) the payment to Executive, at the end of the initial existence year in which Executive's termination occurs, of a pro rata portion of Executive's target Bonus for the year in which Executive's termination occurs, prorated for Executive's actual employment period during such year and adjusted for performance; and (v) the provision of not less than eighteen (18) months of executive-level outplacement services at Company expense; provided, however, the expense for such services in any calendar year shall not exceed eighteen percent (18%) of the Good Reason Condition amount equal to Executive's highest Base Salary during the twelve (12) month period prior to the termination date and a thirty (30) day period the target Bonus for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a year in which such termination without Causeoccurs. In the event Executive receives continuation of medical benefits for twelve (12) months under Section 4(e)(ii) hereof, Executive shall be eligible for continued coverage after the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days end of the Termination Date: twelve (a12) fifty-two month period to the extent provided by and subject to the terms of the Consolidated Budget Reconciliation Act of 1985 (52) weeks "COBRA"). No other compensation of Base Salary any kind or severance or other payment of any kind shall be payable by the Company after such termination date. Except as specifically provided in a lump sum payment; (bthis Section 4(e) all Equity Compensation granted benefits provided by the Company to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) or otherwise shall be immediately vested; (c) the remaining unpaid portion cease as of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsdate.

Termination Without Cause. The Company Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may at any time and for any reason terminate this Agreement without Cause at any time and Executive’s employment by the service Bank by action of written the Board of Directors. Such termination shall be effective immediately upon the giving of notice to Executive from the Bank, and all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this paragraph. Notwithstanding the foregoing, it is agreed that in the event of termination such termination, Executive shall continue to be paid Executive’s base salary for a period of twelve (12) months immediately following the Executive specifying an effective date of such termination not sooner than thirty (30) business days after Executive’s termination. Such payments shall be payable to Executive in accordance with the date normal method of such notice (payment as specified in this Agreement and shall be reduced by the "Termination Date")amount of any payments received by Executive from other employment. In addition, the event insurance benefits provided to Executive hereunder shall be continued if permissible for a period of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days after termination. If for any reason such coverage is not permissible, the Company shall instead reimburse Executive for comparable COBRA health insurance continuation coverage, not to exceed the amount per month which the Company was paying on Executive’s behalf as of the initial existence date of termination, provided that the Good Reason Condition and a thirty (30) day period for total number of days of coverage by the Company to cure the Good Reason Conditionand/or reimbursement for COBRA coverage combined shall not exceed ninety (90) days. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will Such action shall not be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate construed as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions breach of this Agreement, including all postand the payment of such sums shall constitute full and complete performance by the Bank (or any successor-in-interest) of its obligations hereunder. Notwithstanding any provision to the contrary in this Paragraph F.5, no severance benefits shall be payable to Executive hereunder if Executive’s employment obligationsis terminated for any of the reasons delineated in Paragraph F.1 hereof.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination “For Cause” other than termination by virtue of written notice the expiry of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after Employment Period on 1 January 2014 or any specific extension thereof and the date of such notice (the "Termination Date"). In the event of elimination non-renewal of the Executive's job position ’s employment on the same terms, or reduction in duties and/or reassignment (B) termination of employment by the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Termination Date: Executive from the position of Vice President, Finance, Chief Financial Officer and Chief Operating Officer, (a2) fifty-two any substantive reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as Vice President, Finance, Chief Financial Officer and Chief Operating Officer that results in such a reduction, (523) weeks a reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of Base Salary the executives of the Company, (4) a failure by the Company to continue any bonus plans in a lump sum payment; (b) all Equity Compensation granted which the Executive is presently entitled to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan participate (the “401(k) Make-Up PlanBonus Plans”) shall as the same may be immediately vested; modified from time to time but substantially in the form currently in effect, or a failure by the Company to continue the Executive as a participant in the Bonus Plans on at least the same basis as the Executive presently participates in accordance with the Bonus Plans (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aother than for customary yearly variations), (b5) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, (6) a failure by the Company to offer Executive all benefits offered to all Company employees and (c7) above any purported termination of the Executive’s employment which is subject not effected pursuant to the Executive's execution terms of this Agreement. No such purported termination shall be effective. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (within 90 days) of the Company's severance agreement which will operate as a release occurrence of all legally waivable claims against the Company such event and the Executive's compliance with all ’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of the provisions of this Agreement, including all postsuch 30-employment obligationsday period.

Termination Without Cause. The Company may shall have the right to terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of employment hereunder without cause: (i) during the Executive to a new position of less authority or reduction in Base Salary Initial Term with twelve (collectively referred to as the "Good Reason Conditions"12) the Executive may terminate this Agreement if the Executive provides months advanced written notice to the Company within Executive; and (ii) during any Renewal Term with ninety (90) days advanced written notice to the Executive. Upon any termination pursuant to this Section 5.4 that is not a termination under any of Sections 5.1, 5.2, 5.3 or 5.6, the Company shall: (a) pay to the Executive any unpaid Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the date of the initial existence termination of the Good Reason Condition Executive's employment with the Company, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period in which such termination occurs) a thirty prorata portion (30based upon the period ending on the date of termination of the Executive's employment hereunder) day period of the Incentive Compensation, if any, for the Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be based on: (i) the portion of the Bonus Period through the end of the Bonus Period in which such termination occurs and (ii) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board. The Company shall have no further liability hereunder other than for: (x) reimbursement for reasonable business expenses incurred prior to cure the Good Reason Conditiondate of termination, subject, however to the provisions of Section 4.1 and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs. If receiving under Sections 4.2 and 4.5 hereof, for a period of twelve (12) months following the Company fails termination of the Executive's employment with the Company, or if less, for the unexpired period of the Initial Term, in the manner and at such times as the compensation or benefits otherwise would have been payable or provided to cure the Good Reason Condition within Executive. The Incentive Compensation and other benefits payable under clause (d) of this Section 5.4 shall be equal to the thirty (30) day cure period, amounts of such compensation and benefits payable or provided to the Executive may terminate this Agreement and it will be deemed to be a for the calendar year immediately preceding the termination without Causeof Executive's employment hereunder. In the event that the Company is unable to provide the Executive is terminated without Causewith a continuation of any savings, pension, profit-sharing or deferred compensation plans required hereunder by reason of the termination of the Executive's employment pursuant to this Section 5.4, then the Company shall pay the Executive cash equal to the value of the benefit that otherwise would have accrued for the Executive's benefit under the plan, for the period during which such benefits could not be provided under the plans, said cash payments to be made within forty-five (45) days after the end of the year for which such contributions would have been made or would have accrued. The Company's good faith determination of the amount that would have been contributed or the value of any benefits that would have accrued under any plan shall be binding and conclusive on the Executive. Further, the Executive will receive as termination compensation within thirty (30) days vesting of the Termination Date: (aExecutive's Non-Qualified Stock Options described in Sections 4.4(b) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through which is scheduled during the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to twelve months immediately following the Executive's execution termination date shall be accelerated to the date of termination. The Company shall have no further liability hereunder other than for: (i) reimbursement for reasonable business expenses incurred prior to the Company's severance agreement which will operate as a release date of all legally waivable claims against the Company and the Executive's compliance with all of termination, subject, however, to the provisions of this AgreementSection 4.1, including all post-employment obligationsand (ii) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of A termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the ExecutiveEmployee's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will ------------------------- employment shall be deemed to be a termination "without Cause. In " as follows: (i) if the event Employer terminates the Executive is terminated without Employee's employment for any reason other than for Cause; (ii) if the Employee resigns as a result of Employer's requesting the Employee to perform duties inconsistent with the duties set forth herein, or impeding the Executive will receive as termination compensation Employee's performance of duties consistent with the duties set forth herein, and the Employer fails, within thirty (30) days after its receipt of written notice thereof from the Employee, to modify to the reasonable satisfaction of the Termination Date: Employee his duties in accordance with this Agreement; (aiii) fifty-if the Employer breaches any of its material obligations (including but not limited to failure to pay salary) under this Agreement, and the Employer fails, within thirty (30) days after its receipt of written notice thereof from the Employee, to cure such breach to the reasonable satisfaction of the Employee; or (iv) if Employer shall require Employee to relocate from Spokane County, Washington or Kootenai County, Idaho. Furthermore, the parties acknowledge, given the particular enterprise and business of the Employer, that it is crucial and necessary that the Employee maintain a close relationship with the Employer based on mutual loyalty, respect and trust. Accordingly, the Employer agrees that if the Employee elects to resign based on the reason there has been a takeover of control of the Employer, then the Employee's resignation shall be deemed a termination without Cause. A notice of resignation upon a takeover of control must contain at least one (1) month's notice and not more than two (522) weeks of Base Salary in a lump sum payment; months' notice. The Employee must exercise this right within six (b6) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion months of the 2008 Incentive Award under paragraph 4.6 takeover of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through control as referred to herein. For the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions purposes of this Agreement, including "takeover of control" of the Employer shall be evidenced by the acquisition by any person, or by any person and its affiliates, as such term is defined in the EXHIBIT 8.8 Securities Act of 1933, as amended, and whether directly or indirectly, of common shares of the Employer which, when added to all post-employment obligationsother common shares of the Employer at the time held by such person and its affiliates, totals for the first time 30 percent of the outstanding shares of the Employer.

Termination Without Cause. The Company Prior to the end of the Employment Period, (i) the Corporation may terminate the Executive’s employment under this Agreement for a reason other than Cause or no reason whatsoever (i.e., without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty Cause); or (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions"ii) the Executive may terminate his employment under this Agreement if due to Constructive Discharge (as defined below) so long as the Executive provides gives the Board written notice of the event giving rise to the Company such Constructive Discharge within ninety sixty (9060) days of the initial existence of occurrence thereof and such Constructive Discharge remains uncured by the Good Reason Condition and a Corporation thirty (30) day period for days after the Company to cure Board’s receipt of such notice; provided that if the Good Reason Condition. If the Company fails to cure the Good Reason Condition Corporation has not cured a breach of this Agreement within the thirty (30) day cure period, period referenced in clause (iii) of the Executive may terminate definition of Constructive Discharge set forth below this Agreement and it sentence will not be deemed to be a termination without Causegrant the Corporation an additional thirty (30) day cure period with respect to such breach. In If the event the Executive Executive’s employment is terminated without CauseCause or by Constructive Discharge pursuant to this Section 5(b) prior to the expiration of the Employment Period, the Corporation shall pay to the Executive will receive as an amount equal to (A) the lesser of (1) two-times the Executive’s annual Base Salary or (2) the amount of remaining Base Salary that would have been payable to the Executive from the date of such termination compensation of employment through the Termination Date; provided that such amount shall not be less than one-times the Executive’s annual Base Salary, plus (B) the benefits set forth in Sections 4(d) and 4(f) (other than accrued but unused vacation pay) which were paid to the Executive in the year prior to the year in which his employment was terminated, plus (C) a pro-rated bonus for the year in which Executive was terminated (based on the number of months the Executive was employed by the Corporation in such year), if the bonus target for such year was being achieved on the date of termination (on a pro rata basis, based on the number of months the Executive was employed by the Corporation in such year) (collectively, the “Severance Payment”); provided that the Severance Payment shall be conditioned upon the Executive’s voluntary execution of a written general release substantially in the form of Exhibit B hereto (the “Release”); provided further, that the Corporation shall have the right to modify the Release to reflect facts and circumstances existing at the time of the Executive’s termination. The Corporation shall pay fifty percent (50%) of the Severance Payment in one payment within thirty (30) days after the end of the Termination Date: Employment Period provided that such release has been in full force and effect for at least ten (a10) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement days, and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) pay the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 Severance Payment on the date that is twelve (12) months after the last day of the Employment Period; provided, however, that if the Executive is a “specified employee” within the meaning of Internal Revenue Code Section 409A(a)(2)(B)(i), no portion of the Severance Payment that is deferred compensation subject to Section 409A will be made before the date that is six (6) months after the payment date provided in the previous clause. For purposes of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (aSection 5(b), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.term “Constructive Discharge” means:

Termination Without Cause. The Company may terminate this Agreement without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to ’s employment with the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for is terminated by the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Company shall pay Executive will receive as an amount equal to his Base Annual Salary for the year in which the termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary occurs in a lump sum payment; cash payment as soon as administratively feasible following the Date of Termination but no later than 70 days after the Date of Termination (b) all Equity Compensation subject to Section 7(h)). There shall be an automatic acceleration of the vesting of any Equity-Based Awards granted to Executive under Section 4.3 by the Company that were scheduled to vest by their terms within 12 months following the Date of Termination, and to the extent the provisions of this Agreement and any Supplemental Matching Contributions to Section 7(d) change the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (terms of such Equity-Based Awards held by Executive now or in the “401(k) Make-Up Plan”future, this Section 7(d) shall be immediately vested; (cdeemed an amendment to the agreement between Company and Executive setting forth the terms of such awards and shall form part of such agreement. Except as provided in the previous sentence, Executive’s rights under any Equity-Based Awards or other compensation rights or awards shall be determined according to the controlling plan documents and award agreements, and the benefits provided in this Section 7(c) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the remaining unpaid portion value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the 2008 Incentive Award LTIP or agreement heretofore or hereafter adopted between Executive and the Company regarding Equity-Based Awards granted to Executive. Executive’s unpaid Base Annual Salary shall be paid through his Date of Termination in accordance with the Company’s normal payroll practices. Any unpaid AICP bonus for a year preceding the calendar year of Executive’s Date of Termination shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus. In addition, the Company shall pay Executive his award under paragraph 4.6 any AICP for the calendar year of this Agreement his Date of Termination (a) calculated on the basis of the Company and Executive having fully met all performance criteria (financial, personal or otherwise) for a target bonus (which will not include any multiplier that may be applicable to result in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (amaximum bonus), (b) paid on the basis of a deemed 12-month calendar year participation in the plan, and (c) above is payable at the same time other participants in the plan receive payment but no later than March 15th of the calendar year following the end of the calendar year of the Date of Termination. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e); Executive shall be paid all accrued unused vacation in accordance with the Company’s vacation policy, as amended from time to time, and Executive shall be entitled to all benefits under Section 5(d) subject to the Executive's execution terms and conditions of the Company's severance agreement which will operate applicable plan documents and arrangements, as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsamended from time to time.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Death or reduction in duties and/or reassignment Disability, (B) termination of employment by the Company by virtue of the Executive expiry of the Employment Period on 1 January 2025 (or any specific extension thereof), unless the Company has offered in writing to a new position renew the Executive’s employment after the expiry of the Employment Period on terms no less authority or reduction favorable than those provided in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement (in which case if the Executive provides notice to does not accept renewal of his employment, the Company within ninety (90) days termination of his employment by virtue of expiry of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it Employment Term will be deemed to be a resignation by the Executive), or (C) termination without Cause. In the event of employment by the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Termination Date: Executive from the position of Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer, (a2) fifty-two any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer that results in such a reduction, (523) weeks a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation of Base Salary the executives of the Company, (4) the Company’s requiring the Executive without the Executive’s express written consent to be based anywhere other than within 50 miles of the Executive’s present office location in the United Kingdom, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 material breach of this Agreement and any Supplemental Matching Contributions to by the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) Company. The foregoing shall be immediately vested; treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (cwithin 90 days) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 occurrence of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company such event and the Executive's compliance with all ’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration of the provisions of this Agreement, including all post30-employment obligationsday period.

Termination Without Cause. The Company may terminate this Agreement without Cause at any time employment of the Executive hereunder shall be deemed to have been terminated “Without Cause” upon (A) termination of employment by the service of written notice of Company for any reason other than the reasons specified in Section 9(a)(i) hereof as termination to “For Cause” or the Executive specifying an effective date of such reasons specified in Section 9(a)(iii) hereof as termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination because of the Executive's job position ’s Disability or reduction Death, (B) termination of employment by the Company by virtue of the expiry of the Employment Period on 1 January 2025 (or any specific extension thereof), unless the Company has offered in duties and/or reassignment writing to renew the Executive’s employment after the expiry of the Employment Period on terms no less favorable than those provided in this Agreement (in which case if the Executive does not accept renewal of his employment, the termination of his employment by virtue of the expiry of the Employment Term will be deemed a resignation by the Executive), or (C) termination of employment by the Executive within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall constitute Constructive Termination events: (1) any removal of the Executive to a new from the position of less authority President or Chief Executive Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days compensation of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution executives of the Company's severance agreement which will operate as a release of all legally waivable claims against , (4) the Company and requiring the Executive without the Executive's compliance with all ’s express written consent to be based anywhere other than within 50 miles of a Company office existing as of the provisions date of this Agreement, including all postunless the Executive would be based closer to his primary residence and except for required travel on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations, or (5) a material breach of this Agreement by the Company. The foregoing shall be treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive termination event before the expiration of such 30-employment obligationsday period. The Executive’s termination will be effective upon the expiration of the 30-day period.

Termination Without Cause. The Company Notwithstanding anything to the contrary herein, Executive’s employment may terminate this Agreement without Cause be terminated at any time without cause by the service of Bank upon five (5) days’ written notice of termination to the Executive specifying an effective date and by Executive upon sixty (60) days’ written notice of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date")to Bank. In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive Bank elects to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if pursuant to this Paragraph F.4, Executive shall be entitled to compensation equal to six (6) months’ base salary, payable in equal installments over a six (6) month period in conformity with Bank’s normal payroll periods; provided, however, in the Executive provides notice event Bank or its successor elects to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement pursuant to the provisions hereof and it will there has been a “Corporate Reorganization,” or in the event Executive elects to terminate this Agreement for “Good Cause” after a “Corporate Reorganization,” Executive shall be deemed entitled to: (i) compensation equal to be sixty (60) months’ base salary, payable in a termination without Causelump sum; and (ii) payment by Bank of premiums for Executive’s insurance coverages required pursuant to Paragraph D.2 hereof and payment by Bank of Executive’s automobile allowance required pursuant to Paragraph D.3 hereof for a period of sixty (60) months, payable in a lump sum. In the event Executive elects to terminate this Agreement pursuant to the provisions hereof without “Good Cause” after a “Corporate Reorganization,” Bank and Executive shall not be entitled to any compensation. For purposes of this Paragraph F.4, a “Corporate Reorganization” shall be deemed to have occurred: (i) in the event of a merger or consolidation where Bank or its parent holding company is terminated without Causenot the surviving corporation, the Executive will receive as termination compensation within thirty except where Bank’s sole shareholder or its parent holding company’s shareholders exchange its or their interests for more than fifty percent (3050%) days control of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum paymentsurviving corporation; (bii) all Equity Compensation granted to Executive under Section 4.3 in the event of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release transfer of all legally waivable claims against the Company and the Executive's compliance with or substantially all of the provisions assets of this AgreementBank; or (iii) in the event of any other corporate reorganization where there is a change in ownership of Bank or its parent holding company of more than fifty percent (50%), including all post-employment obligationsexcept as may result from a transfer of shares to another corporation in exchange for more than fifty percent (50%) control of that corporation. Thus, for example, a Corporate Reorganization will not be deemed to have occurred if one hundred percent (100%) ownership of Bank’s corporate parent is transferred, so long as those individuals who were shareholders of Bank’s corporate parent prior to the transfer own more than fifty percent (50%) of the new holding company after the transfer.

Termination Without Cause. The Notwithstanding any other provision contained herein, Company may terminate this Agreement agreement and Employee’s employment hereunder without Cause at any time and in Company’s sole and absolute discretion by giving Employee fourteen (14) days prior notice thereof. Upon termination without Cause, the service Company shall be liable for payment of written notice of termination to the Executive specifying an Accrued Obligations through and including the effective date of termination. In addition, (A) Company shall pay Employee (i) a lump sum equal to one times Employee’s Base Salary as then in effect, and (ii) an amount equal to one times the amount of the Annual Bonus (as defined below) actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination occurs (calculated as the Annual Bonus that was actually paid to Employee for the fiscal year immediately prior to the fiscal year in which the effective date of termination occurs, multiplied by a fraction, the numerator of which is equal to the number of days the Employee worked in the fiscal year in which the effective date of termination occurs, and the denominator of which is equal to the total number of days in such termination not sooner than thirty (30) business days year), in each case payable on Company’s first regular pay date that is on or after the 60th day following the effective date of termination; (B) for the period beginning on the effective date of termination and ending on the date that is 18 months after the effective date of termination, Company shall reimburse Employee for any premiums that Employee pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and/or sections 601 through 608 of COBRA to continue coverage in the Company’s health insurance program for active employees in which Employee and Employee’s dependents participated immediately prior to the effective date of termination, including major medical, dental, and vision, but excluding any self-funded group health plans (each such notice premium being a “COBRA Premium”); provided, however, that in order to receive a COBRA Premium reimbursement, Employee must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Employee’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the "Termination Date"“PHSA”). In the event Each COBRA Premium reimbursement shall be provided to Employee by Company within 30 days of elimination its receipt of such evidence of the Executive's job position or reduction COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Employee the COBRA Premium reimbursement for any period in duties and/or reassignment which Employee is eligible to participate in a group medical plan sponsored by any other employer. Employee agrees and understands that the payment of any COBRA Premium will remain Employee’s sole responsibility. Notwithstanding any termination pursuant to this Section 3.2, the Executive to a new position provisions of less authority or reduction Sections 6, 7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall remain in Base Salary (collectively full force and effect. Collectively, the payments made under this Section shall be referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up PlanWithout Cause Separation Package.”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination Without Cause. The If the Company may terminate this Agreement without Cause terminates Executive’s employment at any time without Cause (and other than as a result of Executive’s death or disability) and such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)), Executive shall be eligible for the following severance benefits (the “Severance Benefits”): (i) the Company shall make a lump sum severance payment to Executive in an amount equal to twelve (12) months of Executive’s then-current base salary plus 100% of the greater of (A) 80% of the Target Bonus for the year in which the termination occurs and (B) the prior year’s Target Bonus actually earned by Executive, subject to withholdings and deductions, (ii) the vesting of each then-outstanding, unvested equity award held by Executive will accelerate as to that number of shares under each such award that would have vested in the ordinary course had Executive continued to be employed by the service Company for an additional twelve (12) months (or, if no shares would vest during such time under a specific award due to a cliff vesting provision, then the number of written notice shares vesting and becoming exercisable pursuant to this paragraph with respect to such award shall equal the product of termination (i) the total number of shares subject to the Executive specifying an effective award and (ii) a fraction, the numerator of which is twelve (12) plus the number of whole months that have elapsed between the Executive’s vesting commencement date of such termination not sooner than thirty (30) business days after and the date of termination, and the denominator of which is the total number of months in the vesting schedule), with such notice (vesting occurring as of the "Termination Date"). In the event of elimination date of the Executive's job position or reduction in duties and/or reassignment ’s termination (such acceleration of vesting, the Executive to a new position of less authority or reduction in Base Salary “12 Month Acceleration”), (collectively referred to as the "Good Reason Conditions"iii) the post-termination exercise period of all non-statutory stock options then held by Executive may terminate this Agreement if the Executive provides notice shall be extended so that such options, to the Company within ninety extent vested, are exercisable until the earlier of (90A) days the original term expiration date for such award and (B) the first anniversary of the initial existence of the Good Reason Condition Executive’s termination date, and a thirty (30iv) day period for if Executive timely elects COBRA health insurance coverage, the Company will reimburse Executive’s COBRA premiums for twelve (12) months following the date his employment terminates or until such earlier date as he is no longer eligible for COBRA coverage or he becomes eligible for health insurance coverage from another source (provided that Executive must promptly inform the Company, in writing, if he becomes eligible for health insurance coverage from another source within twelve (12) months after the termination). Executive shall not be entitled to cure the Good Reason Condition. If Severance Benefits unless and until the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) fifty-two (52) weeks of Base Salary release requirements set forth in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 5 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vested; (c) the remaining unpaid portion of the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum payment; and (d) payment of any vacation pay accrued through the Termination Date. The right to the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligationsare satisfied.

Termination Without Cause. The Company may terminate this Agreement without Cause at At any time by during the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than thirty (30) business days after the date of such notice (the "Termination Date"). In the event of elimination of the Executive's job position or reduction in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure periodTerm, the Executive Companies may terminate this Agreement and it will be deemed Executive’s employment with the Companies without cause for any reason or no reason by notifying Executive in writing of the Companies’ intent to be a terminate, specifying in such notice the effective termination date, and this Agreement and Executive’s employment with the Companies shall terminate at the close of business on the termination date specified in the Companies’ notice. Upon termination of Executive’s employment by the Companies without Cause. In the event the Executive is terminated without Causecause, the obligation to pay and provide Executive will receive as termination compensation within thirty (30) days of the Termination Dateand benefits under this Agreement shall immediately terminate, except: (a) fifty-two (52) weeks Executive shall be paid that portion of his Base Salary Salary, at the rate then in a lump sum paymenteffect, which shall have been earned through the termination date; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan (the “401(k) Make-Up Plan”) shall be immediately vestedpaid or provided such other payments and benefits, if any, which had accrued hereunder before the termination date; (c) the remaining unpaid portion Companies shall pay Executive severance compensation in the form of salary continuation at Executive’s Base Salary rate, as then in effect, for a period of twelve (12) months following the 2008 Incentive Award under paragraph 4.6 of this Agreement in a lump sum paymenttermination date; and (d) payment the Companies shall pay Executive supplemental severance compensation consisting of any vacation pay accrued through the Termination Date. The right twelve (12) monthly payments each equal to the foregoing termination compensation under clauses sum of (ai) an amount equal to the monthly COBRA premium Executive would pay if he elected to exercise his COBRA rights to continue group health and dental insurance coverage for himself and any eligible dependents, and (ii) an amount equal to the estimated federal and state tax liability that Executive will incur as a result of his receipt of the amounts set forth in this subpart (d) so that such supplemental payments are fully grossed-up (the payments set forth in this subpart (d) shall hereinafter be referred to as the “Supplemental Severance Payments”). To the extent that the salary continuation payments or the Supplemental Severance Payments constitute payments of "deferred compensation" to a "specified employee" within the meaning of Internal Revenue Code section 409A(a)(2)(B)(i), (b) and (c) above is subject to any such payments due during the first six months following Executive's execution termination date will be delayed and will be paid to Executive on the first day of the Company's severance agreement which will operate as a release of all legally waivable claims against seventh month following his termination date. Other than the Company and foregoing, the Executive's compliance with all of the provisions of Companies shall have no further obligations to Executive under this Agreement, including all post-employment obligations.

Termination Without Cause. The In the event that Executive’s employment is terminated for any reason other than for Cause (except for a voluntary termination of employment by Executive, in which case this Section 5.2 does not apply) or Executive terminates his employment for Good Reason, the Company may terminate this Agreement without Cause at any time by shall pay to Executive (or in the service event of written notice of termination Executive’s death, to Executive’s designated beneficiary, or if none, to Executive’s estate) an amount equal to the Executive specifying an effective date of such termination not sooner than thirty Executive’s annual base salary then in effect (30the “Severance Amount”), payable at the Company’s option either (i) business in substantially equal installments on the Company’s regular payroll dates over a 12-month period and commencing within 30 (thirty) days after the date of such notice the Executive’s employment with the Company is terminated (the "“Termination Date"”). In the event of elimination of the Executive's job position , or reduction (ii) in duties and/or reassignment of the Executive to a new position of less authority or reduction in Base Salary (collectively referred to as the "Good Reason Conditions") the Executive may terminate this Agreement if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement and it will be deemed to be a termination without Cause. In the event the Executive is terminated without Cause, the Executive will receive as termination compensation lump sum within thirty (30) days of following the Termination Date: ”. In addition, during the twelve (a12) fifty-two (52) weeks of Base Salary in a lump sum payment; (b) all Equity Compensation granted to Executive under Section 4.3 of this Agreement and any Supplemental Matching Contributions to month period following the Chesapeake Energy Corporation Amended and Restated Deferred Compensation Plan Termination Date (the “401(kSeverance Period”), if Executive (or Executive’s eligible dependents enrolled in the Company’s health plan) Make-Up Plan”) is eligible for and elects COBRA coverage, the Company shall be immediately vested; reimburse to Executive (cor in the event of Executive’s death, to Executive’s eligible dependent(s)) the remaining unpaid portion COBRA coverage premium incurred and paid by Executive (or in the event of Executive’s death, Executive’s eligible dependent(s)) upon proof of payment of such premium (the “COBRA Reimbursement Amount”). For avoidance of doubt, the Company shall have no obligations under this Agreement to pay any COBRA Reimbursement Amount after the end of the 2008 Incentive Award Severance Period. Notwithstanding the foregoing, to the extent that any payment under paragraph 4.6 this Section 5.2 constitutes “nonqualified deferred compensation” for purposes of this Agreement in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to the extent Executive is a lump sum payment; “specified employee” as defined under Code Section 409A, then to the extent required under Code Section 409A, any such payment scheduled to occur during the first six (6) months following the Termination Date shall not be paid until the first regularly scheduled pay period following the sixth month following such termination and (d) shall include payment of any vacation pay accrued through the Termination Dateamount that was otherwise scheduled to be paid prior thereto. The right to payment obligations set forth in this Section 5.2 shall be contingent upon the foregoing termination compensation under clauses (a), (b) and (c) above is subject to the Executive's execution of the Company's severance agreement which will operate as Executive first executing a release of all legally waivable claims against claims, the Company form of which is satisfactory to the Company, and the Executive's compliance with all lapse of the provisions of this Agreement, including all post-employment obligationsapplicable rescission period related thereto.