CHESAPEAKE ENERGY CORPORATION 2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

Exhibit 10.1.12

CHESAPEAKE ENERGY CORPORATION

2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

(As amended through June 6, 2008)

CHESAPEAKE ENERGY CORPORATION

2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

ARTICLE I

PURPOSE

Section 1.1 Purpose . This Stock Option Plan is established by Chesapeake Energy Corporation (the “Company”) to aid the Company in attracting and retaining persons of outstanding competence who are not employed by the Company to serve on the Board of Directors. 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 granting of Options to Non-employee Directors on the terms and subject to the conditions set forth in the Plan.

Section 1.2 Establishment . The Plan is effective as of April 15, 2002 and for a period of 10 years from such date. The Plan will terminate on April 14, 2012; 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 Five Hundred Thousand (500,000) shares of Common Stock.

Section 1.4 Shareholder Approval. Options under the Plan may not be granted to Participants prior to Shareholder Approval of 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” means the committee designated by the Board which shall consist of not less than two members of the Board who meet the definition of “non-employee director” set forth in Rule 16b-3, or any successor rule, promulgated under Section 16 of the Exchange Act.

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 pursuant to Section 6.2 of the Plan, by the Committee or such later date as may be specified by the Committee in such authorization.

Section 2.6 “Director” means a member of the Board.

Section 2.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Section 2.8 “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.

1

Section 2.9 “Non-employee Director” means any member of the Board who is not currently an employee of the Company or any of its subsidiaries.

Section 2.10 “Option” means an option to purchase shares of Common Stock granted under Article VI of the Plan. Options shall not be incentive stock options within the meaning of Section 422(b) of the Code.

Section 2.11 “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 2.12 “Participant” means a Non-employee Director to whom an Option has been granted by the Committee under the Plan.

Section 2.13 “Plan” means the Chesapeake Energy Corporation 2002 Non-Employee Director Stock Option Plan.

Section 2.14 “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 2.15 “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 Committee shall administer the Plan. If 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 bylaws 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.

Except as provided in Section 6.2 and subject to the other provisions of the Plan, the Committee shall have exclusive power to:

(a) Select the Non-employee Directors to participate in the Plan.

(b) Determine the time or times when Options will be granted.

(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.

2

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

OPTION SHARES

With respect to shares of Common Stock related to Options, the following shall apply:

(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.

(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 and except as provided in Section 6.2, the Committee shall, from time to time, select from the Non-employee Directors those to whom Options shall be granted and 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 by the Committee. 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 Non-Employee Directors. 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.

Section 6.2 Formula Grants . Each Non-employee Director serving on the Board will be granted an option to purchase 10,000 shares of Common Stock on the first business day of each calendar quarter (the first business day of each January, April, July and October) starting with the Company’s fiscal quarter commencing on July 1, 2002. Options granted under this Section 6.2 will be immediately exercisable. The price at which shares of Common Stock subject to any Option granted under this Section 6.2 will be equal to the Fair Market Value on the date of grant. The number of shares of Common Stock underlying, and the exercise price of, any Option issued under this Section 6.2 will be subject to adjustment as provided in Article VII and Article IX. The term of each Option granted under this Section 6.2 will be for a period which