Exhibit 10.1.8
CHESAPEAKE ENERGY
CORPORATION
2001 STOCK OPTION
PLAN
(as amended through June 6,
2008)
CHESAPEAKE ENERGY
CORPORATION
2001 STOCK OPTION
PLAN
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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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Section 1.4
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Shareholder
Approval
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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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4
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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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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 – STOCK
ADJUSTMENTS
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6
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ARTICLE VIII – 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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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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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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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 Employees and Consultants
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 Employees and Consultants on the terms and subject to
the conditions set forth in the Plan.
Section 1.2
Establishment
. The Plan is effective as of
March 1, 2001 and for a period of 10 years from such date. The
Plan will terminate on February 28, 2011; 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 Two Hundred Thousand
(3,200,000) 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 12-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
“Consultant” means any person who is engaged by the Company,
a subsidiary or a partnership or limited liability company which
the Company controls to render consulting or advisory
services.
Section 2.6
“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 2.7
“Disability” has the meaning set forth in
Section 22(e)(3) of the Code.
Section 2.8
“Eligible
Person” means any
Employee or Consultant.
Section 2.9
“
Employee” means any
employee of the Company, a Subsidiary or a partnership or limited
liability company which the Company controls.
Section 2.10
“Exchange
Act” means the
Securities Exchange Act of 1934, as amended.
Section 2.11
“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 2.12
“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 2.13
“Incentive Stock
Option” means an
Option within the meaning of Section 422 of the
Code.
Section 2.13
“Non-Executive Officer
Participants” means
Participants who are not subject to the provisions of
Section 16 of the Exchange Act.
Section 2.15
“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 2.16
“Option”
means an Incentive Stock Option or
Nonqualified Stock Option granted under Article VI of the
Plan.
Section 2.17
“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 2.18
“Participant”
means an Eligible Person to whom an
Option has been granted by the Committee under the Plan.
Section 2.19
“Plan”“
means the Chesapeake Energy
Corporation 2001 Stock Option Plan.
Section 2.20
“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 2.21
“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 2.22
“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 2.23
“Subsidiary” shall have the same meaning set forth in
Section 424(f) 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.
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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 Persons to
participate in the Plan.
(b) Determine the time or times when
Options will be granted.
(c) Determine the form of Option,
whether an Incentive Stock Option or a Nonqualified Stock Option,
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 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) 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 will be
authorized and unissued shares or issued shares which have been
reacquired by the Company (i.e., treasury shares).
(c) The Committee shall, in its sole
discretion, determine the manner in which fractional shares arising
under this Plan shall be treated.
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(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 Persons 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. Nonqualified Stock
Options may be granted to any Eligible Person. Incentive Stock
Options may be granted only to Employees.
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
Persons. Subject