Exhibit 10.1.1.1
RESTRICTED STOCK AWARD AGREEMENT
FOR
CHESAPEAKE ENERGY
CORPORATION
2003 STOCK INCENTIVE
PLAN
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”);
W I T N E S S E T H:
WHEREAS, the Participant is an
Employee, and it is important to the Company that the Participant
be encouraged to remain an Employee; and
WHEREAS, the Company has previously
adopted the Chesapeake Energy Corporation 2003 Stock Incentive Plan
(the “Plan”); and
WHEREAS, the Company has awarded the
Participant shares of Common Stock under the Plan, as set forth on
the Notice, subject to the terms and conditions of this Agreement;
and
NOW, THEREFORE, in consideration of
the premises and the mutual promises and covenants herein
contained, the Participant and the Company agree as
follows:
1. The Plan . The Plan, a
copy of which has been made available to the Participant, is hereby
incorporated by reference herein and made a part hereof for all
purposes, and when taken with this Agreement shall govern the
rights of the Participant and the Company with respect to the Award
(as defined below). Any capitalized terms used but not defined in
this Agreement have the same meanings given to them in the
Plan.
2. Grant of Award . The
Company hereby grants to the Participant an award (the
“Award”) of shares of Common Stock, as set forth on the
Notice, on the terms and conditions set forth herein and in the
Plan.
3. Terms of Award
.
(a) Escrow of Shares . A
certificate, or book-entry equivalent representing the shares of
Common Stock subject to the Award (the “Restricted
Stock”) shall be issued in the name of the Participant and
shall be escrowed with the Secretary of the Company (the
“Escrow Agent”) subject to removal of the restrictions
placed thereon or forfeiture pursuant to the terms of this
Agreement.
(b) Vesting . The shares of
Restricted Stock will vest based on the Participant’s
continuous employment with the Company, a Subsidiary or Affiliated
Entity in accordance with the vesting schedule set forth on the
Notice. Once vested pursuant to the terms of this Agreement, the
Restricted Stock shall be deemed “Vested
Stock.”
(c) Voting Rights and
Dividends . The Participant shall not have the voting rights
attributable to the shares of Restricted Stock issued under this
Award. No dividends will be declared and paid by the Company with
respect to shares of Restricted Stock until such Restricted Stock
becomes Vested Stock.
(d) Vested Stock - Removal of
Restrictions . Upon Restricted Stock becoming Vested Stock, all
restrictions shall be removed from the Stock and the Secretary of
the Company shall deliver to the Participant shares either in
certificate form or via D.W.A.C. (delivery/withdrawal at custodian)
representing such Vested Stock free and clear of all restrictions,
except for any applicable securities laws restrictions or
restrictions pursuant to the Company’s Insider Trading
Policy.
(e) Forfeiture . Restricted
Stock that does not become Vested Stock pursuant to the terms of
this Agreement shall be absolutely forfeited and the Participant
shall have no future interest therein of any kind whatsoever. In
the event the Participant’s employment with the Company, a
Subsidiary or an Affiliated Entity terminates prior to all shares
of Restricted Stock becoming Vested Stock, then any remaining
shar
