Exhibit 10.1.14
CHESAPEAKE ENERGY CORPORATION
2003 STOCK AWARD PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purposes of the Plan. This Plan is established by the Company to aid
in attracting and retaining persons of outstanding competence to serve on the
Board of Directors who are not employed by the Company. The Plan is intended to
enable such persons to acquire or increase ownership interests in the Company on
a basis that will encourage them to use their best efforts to promote the growth
and profitability of the Company. Consistent with these objectives, the Plan
provides for the award of Shares to Non-Employee Directors on the terms and
subject to the conditions set forth in the Plan.
2. Establishment. The Plan is effective as of January 3, 2003.
3. Definitions. As used herein, the following definitions shall apply:
(a) "Applicable Laws" means the requirements of state corporate laws,
United States federal and state securities laws, the Code, and any stock
exchange or quotation system on which the Common Stock is listed or quoted.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" means the Company's common stock.
(e) "Company" means Chesapeake Energy Corporation, an Oklahoma
corporation, and any successor to the Company.
(f) "Director" means a member of the Board.
(g) "Non-Employee Director" means a Director who, as of the date
first elected or appointed to the Board, is not an officer or otherwise
employed by the Company or any of its subsidiaries.
(h) "Paragraph" means a paragraph of the Plan.
(i) "Participant" means a Non-Employee Director who has been awarded
Shares under the Plan.
(j) "Plan" means the Chesapeake Energy Corporation 2003 Stock Award
Plan for Non-Employee Directors, as may be amended from time to time.
(k) "Share" means a share of the Common Stock, as adjusted in
accordance with Paragraph 7.
(l) "Shareholder Approval" means approval by the holders of a
majority of the outstanding shares of Common Stock, present or represented
and entitled to vote at a meeting called for such purposes.
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4. Stock Subject to the Plan. Subject to the provisions of Paragraph 7,
the maximum aggregate number of Shares that may be awarded under the Plan is
50,000 Shares.
5. Administration of the Plan. The Plan shall be administered by the
Board. Subject to the provisions of the Plan, the Board shall have the authority
to prescribe, amend and rescind rules and regulations relating to the Plan and
to construe and interpret the terms of the Plan and awards made pursuant to the
Plan. All decisions, determinations and interpretations of the Board shall be
final and binding on all Participants.
6. Award of Shares.
(a) Each individual who becomes a Non-Employee Director after the
effective date of the Plan shall be awarded 10,000 Shares on his or her
first day of service as a Non-Employee Director.
(b) In consideration for the Shares awarded under the Plan, each
Participant shall pay the Company an amount equal to the aggregate par
value of the Shares awarded (the "Share Consideration"). The Share
Consideration shall be payable in cash, provided the Company shall withhold
the Share Consideration from the first payment of director fees to be made
by the Company to the Participant as a Non-Employee Director if the Share
Consideration has not been earlier paid. A Participant must pay the amount
of taxes required by law as a result of an award of Shares under the Plan.
(c) Upon receipt of the Share Consideration and subject to Paragraph
9, the Company shall issue the Participant a stock certificate evidencing
the Shares awarded to the Participant under the Plan.
7. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number and type of Shares which
have been authorized for issuance under the Plan but as to which no Shares have
yet been awarded, shall be proportionately adjusted for any increase or decrease
in the number or type of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company. The
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.
8. Amendment and Termination of the Plan. The Board may suspend or
terminate the Plan at any time. In addition, the Board may, from time to time,
amend the Plan in any manner, but may not adopt any amendment without
Shareholder Approval if in the opinion of counsel to the Company, Shareholder
Approval is required by any Applicable Laws.
9. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares awarded pursuant to the Plan shall not
be issued unless the issuance and delivery of such Shares comply with
Applicable Laws. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the
Company's legal counsel to be necessary to the lawful issuance and sale of
any Shares hereunder, shall relieve the Company of any
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liability in respect of the failure to issue such Shares as to which such
requisite authority shall not have been obtained
(b) Investment Representations. As a condition to the award of Shares
under the Plan, the Board may require a Participant to represent and
warrant at the time of the award that the Shares will be held only for
investment and without any present intention to sell or distribute such
Shares if, in the opinion of legal counsel to the Company, such a
representation is necessary or appropriate.
10. Reservation of Shares. The Company shall at all times reserve and
keep available such number of authorized and unissued Shares or Shares in its
reserve of treasury stock as shall be sufficient to satisfy the requirements of
the Plan.
11. Right to Continued Board Membership. Participation in the Plan shall
not give any Participant any right to remain on the Board.
12. Construction. The titles and headings of the sections in the Plan are
for the convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.
13. Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Oklahoma, except as superseded by
applicable federal law.
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