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EXHIBIT 10.2.9
The existing Paragraph 6.1.3 of those certain Employment Agreements dated July
1, 1997, between Chesapeake Energy Corporation and each of Xxxxxx X. Xxxxx, J.
Xxxx Xxxxxx, Xxxxx X. Xxxx, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx is hereby
amended and superseded by the following new Paragraph 6.1.3:
If, during the term of this Agreement, there is a "Change of Control"
and within one (1) year from the effective date of such Change of
Control: (a) this Agreement expires and is not extended; or (b) the
Executive resigns as a result of (i) a reduction in the Executive's
compensation (including the Executive's then current Base Salary under
Paragraphs 4.1 of this Agreement and bonuses equal to those paid to the
Executive during calendar year 1998 under paragraph 4.2 of this
Agreement), or (ii) a required relocation more than twenty five (25)
miles from the Executive's then current place of employment; or within
two (2) years from the effective date of the Change of Control the
Executive is terminated other than under Paragraphs 6.1.2, 6.3 or 6.4
based on adequate grounds; then the Executive will be entitled to a
severance payment (in addition to any other amounts payable to the
Executive under this Agreement or otherwise, excluding any Base Salary
payable under Paragraph 6.1.1, as of the date of termination or
resignation hereunder) in an amount equal to twelve (12) months of the
Executive's then current Base Salary under Paragraph 4.1 of this
Agreement plus bonuses equal to those paid to the Executive during
calendar year 1998 under Paragraph 4.2. The term "Change of Control"
means any action of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A under the
Securities Exchange Act of 1934 with respect to Chesapeake Energy
Corporation ("Chesapeake") including, without limitation (i) the direct
or indirect acquisition by any person after the date hereof of
beneficial ownership of the right to vote or securities of Chesapeake
representing the right to vote thirty five percent (35%) or more of the
combined voting power of Chesapeake's then outstanding securities
having the right to vote for the election of directors, or (ii) a
merger, consolidation, sale of assets or contested election or (iii)
any combination of (i) and (ii) which results in a majority of the
members of Chesapeake's board of directors being replaced by directors
who were not nominated and approved by the existing board of directors.
If, during the term of this Agreement, Chesapeake sells, assigns or
conveys a material portion of Chesapeake's oil and gas reserves or a
majority of the stock of a wholly owned subsidiary and as a result
thereof within one (1) year from the closing date of such sale,
assignment or conveyance: (a) this Agreement expires and is not
extended; or (b) the Executive resigns as a result of (i) a reduction
in the Executive's compensation (including the Executive's then current
Base Salary under paragraph 4.1 of this Agreement and bonuses equal to
those paid to the Executive during calendar year 1998 under Paragraph
4.2 of this Agreement), or (ii) a required relocation more
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than twenty five (25) miles from the Executive's then current place of
employment; or within two (2) years from the closing date of such sale,
assignment or conveyance the Executive is terminated other than under
Paragraphs 6.1.2, 6.3 or 6.4 based on adequate grounds; then the
Executive will be entitled to a severance payment (in addition to any
other amounts payable to the Executive under this Agreement or
otherwise, excluding any Base Salary payable under Paragraph 6.1.1, as
of the date of termination or resignation hereunder) in an amount equal
to twelve (12) months of the Executive's then current Base Salary under
Paragraph 4.1 of this Agreement plus bonuses equal to those paid to the
Executive during calendar year 1998 under Paragraph 4.2.
