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Exhibit
10.1.14
CHESAPEAKE ENERGY
CORPORATION
2003 STOCK AWARD PLAN FOR
NON-EMPLOYEE DIRECTORS
(as amended)
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.
1
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
100,000 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 th
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