Post-Employment Compensation

As described below, our named executive officers will receive specified payments in the event of termination without cause or for good reason, change of control, or death or disability of the named executive officer.

Termination Without Cause Or For Good Reason

The Company may terminate any of our named executive officers’ employment at any time, with or without cause. If the Company terminates the executive’s employment without cause or the executive terminates their employment for good reason, the NEOs are entitled to receive the following:

Domenic J. (“Nick”) Dell’Osso, Jr.

Mr. Dell’Osso has the following severance rights to post-employment compensation set forth in the Chesapeake Energy Corporation Executive Severance Plan as a “Tier 1 Executive.” If his employment with the Company is terminated without cause or he resigned for good reason outside of a change-of-control period, he would be entitled to receive (i) a cash severance payment equal to two times the sum of his base salary and target annual bonus, payable in substantially equal installments on the Company’s regular payroll schedule for the 24-month period commencing on his termination date and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination.

For purposes of the Chesapeake Energy Corporation Executive Severance Plan, “cause” means (i) the executive failed or refused to substantially perform his duties, responsibilities and authorities, (ii) any commission by or indictment of an executive for a felony or a crime of moral turpitude, (iii) the executive has engaged in material misconduct in the course and scope of their employment, including but not limited to, incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, improper disclosure of confidential information, repeated and unexcused absenteeism, improper appropriation of corporate opportunity or any other material violation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its affiliates, (iv) the executive has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records, or (v) the executive has engaged in any act or omission that is likely to materially damage the Company’s or any of its affiliates’ business, including, without limitation, the Company’s or any of its affiliates’ reputation, adversely affect the Company’s or any of its affiliates’ operations, condition (financial or otherwise), prospects or interests or bring the Company or any of its affiliates negative publicity or into public disgrace, embarrassment, or disrepute.

Resignations for “good reason” exist when any of the following actions are taken without the executive’s consent: (i) the executive’s authority with the Company, or his duties or responsibilities, are materially diminished, (ii) reduction in such executive’s base salary in an amount of 10% or more, (iii) during the 12-month period following a Change in Control, the requirement to relocate more than 50 miles from executive’s then current place of employment, or (iv) the Company’s material failure to comply with the terms of the Chesapeake Energy Corporation Executive Severance Plan.

Michael A. Wichterich

Mr. Wichterich is not a participant in the Executive Severance Plan. If his employment with the Company is terminated outside of a change in control, he would be entitled to receive payment for his accrued paid time off.

Other Named Executive Officers

Messrs. Singh, Viets and Russ are participants in the Chesapeake Energy Corporation Executive Severance Plan as “Tier 2 Executives.” If either Messrs. Singh’s, Viets’ or Russ’ employment with the Company is terminated without cause or he resigned for good reason outside of a change-of-control period, he would be entitled to receive (i) a cash severance payment equal to one times the sum of his base salary and target annual bonus, payable in substantially equal installments on the Company’s regular payroll schedule for the 12-month period commencing on his termination date and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination.

The Company believes these payments are appropriate given the risk and level of responsibility the NEOs have assumed.

Change of Control

Domenic J. (“Nick”) Dell’Osso, Jr.

Mr. Dell’Osso has the following change of control severance rights under the Chesapeake Energy Corporation Executive Severance Plan. If his employment is terminated without cause or he resigns for good reason within 12 months of a change in control, he would be entitled to receive (i) a cash severance payment equal to three times the sum of his base salary and annual bonus, and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination.

Upon Mr. Dell’Osso’s termination within the 12-month period following a change in control, the outstanding RSUs held by Mr. Dell’Osso become fully vested. Upon a termination by the Company without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstanding PSUs become fully vested based on actual performance.

Michael A. Wichterich

Upon Mr. Wichterich’s termination within the 12-month period following a change in control, the outstanding RSUs held by Mr. Wichterich become fully vested. Upon a termination by the Company without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstanding PSUs become fully vested based on actual performance.

Other Named Executive Officers

Under the Chesapeake Energy Corporation Executive Severance Plan, if Messrs. Singh, Viets or Russ is terminated without cause or resign for good reason within 12 months of a change in control, he would be entitled to receive (i) a cash severance payment equal to two times the sum of his base salary and annual bonus, and (ii) the product of (a) 12 and (b) the monthly amount of the Company’s contribution to the premiums for the executive’s group health plan coverage determined under the Company’s group health plans as in effect immediately prior to the executive’s termination.

Upon either of Messrs. Singh’s, Viets’ or Russ’ termination within the 12-month period following a change in control, the outstanding RSUs held by them become fully vested. Upon a termination by the Company without cause or a resignation for good reason, each within the 12-month period following a change in control, the outstanding PSUs become fully vested based on actual performance.

We recognize that our NEOs may not be retained following a change in control. Therefore, we provide such officers these severance payments to motivate the NEOs to continue to work for the Company, even if they perceive a change in control is imminent. We believe this protection helps prevent potential loss of key personnel at a time when retaining such employees could have a critical impact on the successful execution of a change in control transaction for the benefit of shareholders.

Death

Upon the death of any of our NEOs, the NEO would be entitled to receive (i) immediate vesting of all unvested awards under the Company’s equity compensation plans as follows: (a) if such death occurs prior to the end of the Performance Period, then the target number of Performance Share Units shall vest or (b) if such death occurs after the end of the Performance Period, then the number of Performance Share Units earned based on actual performance shall vest, and (ii) payment of accrued but unused paid time off.

Disability

Upon the disability of any of our NEOs that results in the inability to perform their duties, the NEO would be entitled to receive payment of accrued but unused paid time off and any further compensation is at the discretion of the Committee.