Exhibit 10.1.5
CHESAPEAKE ENERGY
CORPORATION
1999 STOCK OPTION
PLAN
(as amended through June 6,
2008)
CHESAPEAKE ENERGY
CORPORATION
1999 STOCK OPTION
PLAN
Table of Contents
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Page
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ARTICLE I
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PURPOSE
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1
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Section 1.1
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Purpose
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1
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Section 1.2
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Establishment
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1
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Section 1.3
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Shares Subject to the
Plan
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1
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Section 1.4
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Shareholder
Approval
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1
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ARTICLE II
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DEFINITIONS
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1
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ARTICLE III
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ADMINISTRATION
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2
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Section 3.1
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Administration of the Plan;
the Committee
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2
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Section 3.2
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Committee to Make Rules and
Interpret Plan
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3
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ARTICLE IV
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GRANT OF
OPTIONS
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3
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ARTICLE V
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ELIGIBILITY
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4
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ARTICLE VI
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STOCK OPTIONS
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4
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Section 6.1
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Grant of
Options
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4
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Section 6.2
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Conditions of
Options
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4
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Section 6.3
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Options Not Qualifying as
Incentive Stock Options
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5
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ARTICLE VII
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STOCK
ADJUSTMENTS
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6
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ARTICLE VIII
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GENERAL
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6
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Section 8.1
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Amendment or Termination of
Plan
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6
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Section 8.2
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Acceleration of Otherwise
Unexercisable Stock Options on Death, Disability or Other
Special
Circumstances
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6
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Section 8.3
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Nonassignability
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7
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Section 8.4
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Withholding
Taxes
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7
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Section 8.5
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Amendments to
Options
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7
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Section 8.6
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Regulatory Approval and
Listings
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7
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Section 8.7
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Right to Continued
Employment
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7
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Section 8.8
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Reliance on
Reports
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7
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Section 8.9
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Construction
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8
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Section 8.10
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Governing Law
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8
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ARTICLE IX
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ACCELERATION OF OPTIONS UPON
CORPORATE EVENT
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8
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Section 9.1
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Procedures for Acceleration
and Exercise
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8
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Section 9.2
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Certain Additional Payments by
the Company
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8
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-i-
ARTICLE I
PURPOSE
Section 1.1
Purpose . This Stock Option Plan is established by
Chesapeake Energy Corporation (the “Company”) to create
incentives which are designed to motivate Eligible Employees to put
forth maximum effort toward the success and growth of the Company
and to enable the Company to attract and retain experienced
individuals who by their position, ability and diligence are able
to make important contributions to the Company’s success.
Toward these objectives, the Plan provides for the granting of
Options to Eligible Employees on the terms and subject to the
conditions set forth in the Plan.
Section 1.2
Establishment
. The Plan is effective as of
March 5, 1999 and for a period of 10 years from such date. The
Plan will terminate on March 4, 2009; however, it will
continue in effect until all matters relating to the exercise of
Options and administration of the Plan have been
settled.
Section 1.3
Shares Subject to the
Plan . Subject to
Articles IV, VII and IX of this Plan, shares of stock covered by
Options shall consist of Three Million (3,000,000) shares of
Common Stock.
Section 1.4
Shareholder Approval
. Nonqualified Stock Options under
the Plan may be granted to Participants prior to Shareholder
Approval of the Plan, but no Incentive Stock Options may be granted
prior to Shareholder Approval. In the event Shareholder Approval is
not obtained within the twelve-month period following the date the
Plan is adopted by the Board, no Incentive Stock Options may be
granted under the Plan.
ARTICLE II
DEFINITIONS
Section 2.1
“Board”
means the Board of Directors of the
Company.
Section 2.2
“Code”
means the Internal Revenue Code of
1986, as amended. Reference in the Plan to any Section of the Code
shall be deemed to include any amendments or successor provisions
to such Section and any regulations under such Section.
Section 2.3
“Committee” has the meaning set forth in
Section 3.1.
Section 2.4
“Common
Stock” means the
common stock, par value $.01 per share, of the Company and, after
substitution, such other stock as shall be substituted therefor as
provided in Article VII or Article IX of the Plan.
Section 2.5
“Date of
Grant” means the
date on which the granting of an Option is authorized by the
Committee or such later date as may be specified by the Committee
in such authorization.
Section 2.6
“Disability” has the meaning set forth in
Section 22(e)(3) of the Code.
Section 2.7
“Eligible
Employee” means any
employee of the Company, a Subsidiary or a partnership or limited
liability company which the Company controls.
Section 2.8
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended.
Section 2.9
“Executive Officer
Participants” means
Participants who are subject to the provisions of Section 16
of the Exchange Act.
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Section 2.10
“Fair Market
Value” means
(A) during such time as the Common Stock is listed on the New
York Stock Exchange or other national securities exchanges or the
Nasdaq National Market (each, an “exchange”), the
closing price of the Common Stock on the New York Stock Exchange
or, if no sale of the Common Stock shall have been made on the New
York Stock Exchange, such other principal exchange on the day for
which such value is to be determined, or if no sale of the Common
Stock shall have been made on any such exchange that day, on the
next preceding day on which there was a sale of such Common Stock
or (B) during any such time as the Common Stock is not listed
upon an exchange, the mean between dealer “bid” and
“ask” prices of the Common Stock in the
over-the-counter market on the day for which such value is to be
determined, as reported by the National Association of Securities
Dealers, Inc.
Section 2.11
“Incentive Stock
Option” means an
Option within the meaning of Section 422 of the
Code.
Section 2.12
“Non-Executive Officer
Participants” means
Participants who are not subject to the provisions of
Section 16 of the Exchange Act.
Section 2.13
“Nonqualified Stock
Option” means an
Option which is not an Incentive Stock Option.
Section 2.14
“Option”
means an Option granted under
Article VI of the Plan and includes both Nonqualified Stock Options
and Incentive Stock Options to purchase shares of Common
Stock.
Section 2.15
“Option
Agreement” means
any written instrument that establishes the terms, conditions,
restrictions, and/or limitations applicable to an Option in
addition to those established by this Plan and by the
Committee’s exercise of its administrative powers.
Section 2.16
“Participant”
means an Eligible Employee to whom
an Option has been granted by the Committee under the
Plan.
Section 2.17
“Plan”
means the Chesapeake Energy
Corporation 1999 Stock Option Plan.
Section 2.18
“Regular Stock Option
Committee” means
the Employee Compensation and Benefits Committee designated by the
Board which shall consist of not less than one member of the
Board.
Section 2.19
“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.
Section 2.20
“Special Stock Option
Committee” means a
committee designated by the Board which shall consist of not less
than two members of the Board who meet the definition of
“non-employee directors” pursuant to Rule 16b-3, or any
successor rule, promulgated under Section 16 of the Exchange
Act.
Section 2.21
“Subsidiary” shall have the same meaning set forth in
Section 424 of the Code.
ARTICLE III
ADMINISTRATION
Section 3.1
Administration of the Plan; the
Committee . For purposes
of administration, the Plan shall be deemed to consist of two
separate stock option plans, a “Non-Executive Officer
Participant Plan” which is limited to Non-Executive Officer
Participants, and an “Executive Officer Participant
Plan” which is limited to Executive Officer Participants.
Except for administration and the category of Participants eligible
to receive Options, the terms of the Non-Executive Officer
Participant Plan and the Executive Officer Participant Plan are
identical.
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The Non-Executive Officer
Participant Plan shall be administered by the Regular Stock Option
Committee, and the Executive Officer Participant Plan shall be
administered by either the Special Stock Option Committee or the
Board. Accordingly, with respect to decisions relating to
Non-Executive Officer Participants, including the grant of Options,
the term “Committee” shall mean only the Regular Stock
Option Committee; and, with respect to all decisions relating to
Executive Officer Participants, including the grant of Options, the
term “Committee” shall mean either the Special Stock
Option Committee or the Board.
Unless otherwise provided in the
by-laws of the Company or resolutions adopted from time to time by
the Board establishing the Committee, the Board may from time to
time remove members from, or add members to, the Committee.
Vacancies on the Committee, however caused, shall be filled by the
Board. The Committee shall hold meetings at such times and places
as it may determine. A majority of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present or acts reduced to or approved
by the Committee in writing by a majority of the members of the
Committee shall be the valid acts of the Committee.
Subject to the provisions of the
Plan, the Committee shall have exclusive power to:
(a) Select the Eligible Employees to
participate in the Plan.
(b) Determine the time or times when
Options will be granted.
(c) Determine the form of an Option,
whether an Incentive Stock Option or a Nonqualified Stock Option,
the number of shares of Common Stock subject to the Option, all the
terms, conditions (including performance requirements),
restrictions and/or limitations, if any, of an Option, including
the time and conditions of exercise or vesting, and the terms of
any Option Agreement, which may include the waiver or amendment of
prior terms and conditions or acceleration of the vesting or
exercise of an Option under certain circumstances determined by the
Committee.
(d) Determine whether Options will
be granted singly or in combination.
(e) Take any and all other action it
deems necessary or advisable for the proper operation or
administration of the Plan.
Section 3.2
Committee to Make Rules and
Interpret Plan . The
Committee in its sole discretion shall have the authority, subject
to the provisions of the Plan, to establish, adopt, or revise such
rules and regulations and to make all such determinations relating
to the Plan as it may deem necessary or advisable for the
administration of the Plan. The Committee’s interpretation of
the Plan or any Options granted pursuant hereto and all decisions
and determinations by the Committee with respect to the Plan shall
be final, binding, and conclusive on all parties.
ARTICLE IV
GRANT OF OPTIONS
The Committee may, from time to
time, grant Options to one or more Participants, provided, however,
that:
(a) Any shares of Common Stock
related to Options which terminate by expiration, forfeiture,
cancellation or otherwise without the issuance of shares of Common
Stock shall be available again for grant under the Plan.
(b) Common Stock delivered by the
Company upon exercise of an Option under the Plan may be authorized
and unissued Common Stock or Common Stock held in the treasury of
the Company or may be purchased on the open market or by private
purchase.
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(c) The Committee shall, in its sole
discretion, determine the manner in which fractional shares arising
under this Plan shall be treated.
(d) Upon the exercise of any Option,
the Company shall issue and deliver to the Participant who
exercised the Option a certificate representing the number of
shares of Common Stock purchased thereby.
ARTICLE V
ELIGIBILITY
Subject to the provisions of the
Plan, the Committee shall, from time to time, select from the
Eligible Employees those to whom Options shall be granted and shall
determine the type or types of Options to be granted and shall
establish in the related Option Agreements the terms, conditions,
restrictions and/or limitations, if any, applicable to the Options
in addition to those set forth in the Plan and the administrative
rules and regulations issued by the Committee.
ARTICLE VI
STOCK OPTIONS
Section 6.1
Grant of Options
. The Committee may, from time to
time, subject to the provisions of the Plan and such other terms
and conditions as it may determine, grant Options to Eligible
Employees. These Options may be Incentive Stock Options or
Nonqualified Stock Options, or a combination of both. Each grant of
an Option shall be evidenced by an Option Agreement executed by the
Company and the Participant, and shall contain such terms and
conditions and be in such form as the Committee may from time to
time approve, subject to the requirements of
Section 6.2.
Section 6.2
Conditions of Options
. Each Option so granted shall
be