Exhibit 10.1.6
CHESAPEAKE ENERGY
CORPORATION
2000 EMPLOYEE STOCK OPTION
PLAN
(as amended through June 6,
2008)
CHESAPEAKE ENERGY
CORPORATION
2000 EMPLOYEE STOCK OPTION
PLAN
Table of Contents
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ARTICLE I –
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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ARTICLE II–
DEFINITIONS
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1
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ARTICLE III –
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 – GRANT OF
OPTIONS
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3
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ARTICLE V–
ELIGIBILITY
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3
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ARTICLE VI – 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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ARTICLE VII – STOCK
ADJUSTMENTS
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5
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ARTICLE VIII – GENERAL
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5
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Section 8.1
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Amendment or Termination of
Plan
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5
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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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6
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Section 8.4
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Withholding
Taxes
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6
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Section 8.5
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Amendments to
Options
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6
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Section 8.6
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Regulatory Approval and
Listings
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6
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Section 8.7
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Right to Continued
Employment
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6
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Section 8.8
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Reliance on
Reports
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6
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Section 8.9
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Construction
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7
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Section 8.10
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Governing Law
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7
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ARTICLE IX – ACCELERATION OF OPTIONS UPON
CORPORATE EVENT
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7
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Section 9.1
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Procedures for Acceleration
and Exercise
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7
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Section 9.2
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Certain Additional Payments by
the Company
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7
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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
April 26, 2000 and for a period of 10 years from such date.
The Plan will terminate on April 25, 2010; 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.
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 with respect to the Common Stock.
Section 2.10
“Fair Market
Value” means, as of
any date, (i) if the principal market for the Common Stock is
a national securities exchange or the Nasdaq stock market, the
closing price of the Common Stock on that date on the principal
exchange on which the Common Stock is then listed or admitted to
trading; or (ii) if sale prices are not available or if the
principal market for the Common Stock is not a national securities
exchange and the Common Stock is not quoted on the Nasdaq stock
market, the average of the highest bid and lowest asked prices for
the Common Stock on such day as reported on the Nasdaq OTC Bulletin
Board Service or by the National Quotation Bureau, Incorporated or
a comparable service. If the day is not a business day, and as a
result, clauses (i) and (ii) are inapplicable, the Fair
Market Value of the Common Stock shall be determined as of the last
preceding business day. If clauses (i) and (ii) are
otherwise inapplicable, the Fair Market Value of the Common Stock
shall be determined in good faith by the Committee.
Section 2.11
“Non-Executive Officer
Participants” means
Participants who are not subject to the provisions of
Section 16 of the Exchange Act.
Section 2.12
“Nonqualified Stock
Option” means an
option to purchase shares of Common Stock which is not an incentive
stock option within the meaning of Section 422(b) of the
Code.
Section 2.13
“Option”
means a Nonqualified Stock Option
granted under Article VI of the Plan.
Section 2.14
“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 2.15
“Participant”
means an Eligible Employee to whom
an Option has been granted by the Committee under the
Plan.
Section 2.16
“Plan”
means the Chesapeake Energy
Corporation 2000 Employee Stock Option Plan.
Section 2.17
“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 2.18
“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 2.19
“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 . The Regular
Stock Option Committee shall administer the Plan with respect to
Non-Executive Officer Participants, including the grant of Options,
and the Special Stock Option Committee shall administer the Plan
with respect to Executive Officer Participants, including the grant
of Options. Accordingly, as used in the Plan, the term
“Committee” shall mean the Regular Stock Option
Committee if it refers to Plan administration affecting
Non-Executive Officer Participants or the Special Stock Option
Committee if it refers to Plan administration affecting Executive
Officer Participants. If in either case the Committee does not
exist, or for any other reason determined by the Board, the Board
may take any action under the Plan that would otherwise be the
responsibility of the Committee.
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 shall be the valid acts of the
Committee. Any action which may be taken at a meeting of the
Committee may be taken without a meeting if all the members of the
Committee consent to the action in writing.
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.
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(c) Determine the number of shares
of Common Stock subject to any 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 reserves the right to
modify outstanding Options and awards unilaterally in any manner
that is not adverse to the Option or award holder. 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) At least a majority of the
shares of Common Stock underlying Options granted under the Plan,
during the shorter of the three-year period commencing on the
effective date of the Plan or the term of the Plan, must be granted
to employees who are not Executive Officer Participants or
directors of the Company.
(b) 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.
(c) Common Stock delivered by the
Company upon exercise of an Option under the Plan will be
authorized and unissued shares or issued shares which have been
reacquired by the Company (i.e., treasury shares).
(d) The Committee shall, in its sole
discretion, determine the manner in which fractional shares arising
under this Plan shall be treated.
(e) Upon the exercise of any
Option,