0000895126-13-000076 Sample Contracts

EMPLOYMENT AGREEMENT between CHESAPEAKE ENERGY CORPORATION and DOMENIC J. DELL’OSSO, JR. Effective January 1, 2013
Employment Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS AGREEMENT is made effective January 1, 2013, between CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the "Company") and DOMENIC J. DELL’OSSO, JR., an individual (the "Executive").

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION
Non-Employee Director Restricted Stock Award Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

RESTRICTED STOCK AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION
Restricted Stock Award Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

20[ ] PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION LONG TERM INCENTIVE PLAN
Performance Share Unit Award Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS 20[ ] PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of PSU Award (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

RESTRICTED STOCK AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION
Restricted Stock Award Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

RESTRICTED STOCK AWARD AGREEMENT FOR CHESAPEAKE ENERGY CORPORATION
Restricted Stock Award Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas • Oklahoma

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Award and Award Agreement (the “Notice”), by and between Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), and the participant named on the Notice (the “Participant”);

FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 1st, 2013 • Chesapeake Energy Corp • Crude petroleum & natural gas

THIS FOURTH AMENDMENT TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of December 19, 2012 (but effective on the Effective Date, defined below) by and among Chesapeake Energy Corporation (the “Company”), Chesapeake Exploration, L.L.C. (the “Existing Borrower”), Chesapeake Appalachia, L.L.C., an Oklahoma limited liability company (“Appalachia”), Chesapeake Louisiana, L.P., an Oklahoma limited partnership (“Louisiana” and, together with Appalachia, the “New Borrowers”), Union Bank, N.A., as Administrative Agent (“Agent”), and the Lenders parties hereto.

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