Form of Restricted Stock Award Agreement



 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 shares of Restricted Stock which have not yet vested shall be absolutely forfeited and the Participant shall have no
further interest therein of any kind whatsoever. The Committee may, in its discretion, accelerate the vesting of the balance of this Award in the event of death, Disability or termination due to special circumstances (as determined by the Committee
in its sole discretion). 
 4. Change of Control. In accordance with the terms of the Plan, all Restricted Stock that becomes Vested
Stock upon a Change of Control shall be delivered to the Participant in certificate form or via D.W.A.C. free and clear of all restrictions, except for any applicable securities law restrictions. In the event that acceleration of vesting of this
Award is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (collectively the “Excise Tax”), the Participant shall be entitled to receive a payment (a
“Gross-Up Payment”) in an amount such that after payment by the Participant of all taxes, including any Excise Tax, imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon such acceleration of vesting of this Award. Any determination concerning the amount of Gross-Up Payment payable shall be made by an outside auditor selected by the Company and shall be binding on the Participant. 
 5. Nontransferability of Award. The Participant shall not have the right to sell, assign, transfer, convey, dispose, pledge, hypothecate, burden,
encumber or charge any shares of Restricted Stock or any interest therein in any manner whatsoever. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock contrary to the provisions hereof shall be
null and void and without effect. 
 6. Withholding. The Company may make such provision as it may deem appropriate for the
withholding of any applicable federal, state or local taxes that it determines it may be obligated to withhold or pay in connection with the vesting of the Restricted Stock or any election made by the Participant. Required withholding taxes as
determined by the Company associated with this Award must be paid in cash unless the Committee permits the Participant to 

  

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pay such required withholding taxes by directing the Company to withhold from the Award the number of shares of Common Stock having a Fair Market Value on
the date of vesting equal to the amount of required withholding taxes. 
 7. Notification of 83(b) Election. In the event the
Participant elects to make an 83(b) election with respect to this Award, the Participant must provide the Company notice of such election at the same time the election is filed with the Internal Revenue Service. The Participant must also tender to
the Company payment of the required withholding taxes associated with such election. In the event the Participant makes an 83(b) election without consulting with the Company as to the payment of required withholding taxes, the Company may withhold
from other payments to the Participant amounts necessary to effect the required withholding. 
 8. Amendments. This Award Agreement
may be amended by a written agreement signed by the Company and the Participant; provided that the Committee may modify the terms of this Award Agreement without the consent of the Participant in any manner that is not adverse to the Participant.

 9. Securities Law Restrictions. This Award shall be vested and common stock issued only in compliance with the Securities Act of
1933, as amended (the “Act”), and any other applicable securities law, or pursuant to an exemption therefrom. If deemed necessary by the Company to comply with the Act or any applicable laws or regulations relating to the sale of
securities, the Participant at the time of vesting and as a condition imposed by the Company, shall represent, warrant and agree that the shares of Common Stock subject to the Award are being acquired for investment and not with any present
intention to resell the same and without a view to distribution, and the Participant shall, upon the request of the Company, execute and deliver to the Company an agreement to such a fact. The Participant acknowledges that any stock certificate
representing Common Stock acquired under such circumstances will be issued with a restricted securities legend. 
 10. Notices. All
notices or other communications relating to the Plan and this Agreement as it relates to the Participant shall be in writing, shall be deemed to have been made if personally delivered in return for a receipt, or if mailed, by regular U.S. mail,
postage prepaid, by the Company to the Participant at his last known address evidenced on the payroll records of the Company. 
 11.
Binding Effect and Governing Law. This Agreement shall be (i) binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns except as may be limited by the Plan and (ii) governed and
construed under the laws of the State of Oklahoma. 
 12. Captions. The captions of specific provisions of this Agreement are for
convenience and reference only, and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provision hereof. 
  

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 13. Counterparts. This Agreement may be executed in any number of identical counterparts, each of
which shall be deemed an original for all purposes, but all of which taken together shall form but one agreement. 
  

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