Exhibit 10.1


 


CHESAPEAKE ENERGY CORPORATION

EXECUTIVE SEVERANCE PLAN


 


1.        
Purpose. Chesapeake Energy Corporation (the “Company”) has adopted the Chesapeake Energy Corporation
Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees
who are Eligible Executives (as defined below) and whose employment is terminated on or after October 11, 2021 (the “Effective
Date”). The Plan is intended to be maintained primarily for the purpose of providing benefits for a select group of management
or highly compensated employees.


 


2.        
Definitions. For purposes of the Plan, the following terms shall have the respective meanings set forth below:


 


(a)     
“Accrued Amounts” means (i) all accrued and unpaid Base Salary through the Date of Termination, which shall
be paid within 10 business days following the Date of Termination (or earlier if required by applicable law); (ii) reimbursement for all
incurred but unreimbursed expenses for which an Eligible Executive is entitled to reimbursement in accordance with the expense reimbursement
policies of the Company in effect as of the Date of Termination; and (iii) benefits to which an Eligible Executive may be entitled pursuant
to the terms of any plan or policy sponsored by the Company or any of its Affiliates as in effect from time to time.


 


(b)    
“Affiliate” means with respect to any person, any other person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the person in question. As used herein, the term “control”
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether
through ownership of voting securities, by contract or otherwise.


 


(c)     
“Applicable CIC Severance Multiple” means (i) with respect to each Tier 1 Executive, 3.0; and (ii) with respect
to each Tier 2 Executive, 2.0; and (iii) with respect to each Tier 3 Executive, 1.0.


 


(d)    
“Applicable March 15” means March 15 of the calendar year following the calendar year in which the Date of Termination
occurs.


 


(e)     
“Applicable Period” means (i) with respect to each Tier 1 Executive, a period of 24 months beginning on the
Eligible Executive’s Date of Termination; (ii) with respect to each Tier 2 Executive, a period of 12 months beginning on the Eligible
Executive’s Date of Termination; and (iii) with respect to each Tier 3 Executive, a period of 12 months beginning on the Eligible
Executive’s Date of Termination.


 


(f)      
“Applicable Regular Severance Multiple” means (i) with respect to each Tier 1 Executive, 2.0; and (ii) with
respect to each Tier 2 Executive, 1.0; and (iii) with respect to each Tier 3 Executive, 1.0.


 


(g)     “Base
Salary” means the amount an Eligible Executive is entitled to receive as base salary on an annualized basis, calculated as
of the Date of Termination, including any amounts that an Eligible Executive could have received in cash had he not elected to
contribute to an employee benefit plan maintained by the Company, but excluding all annual cash incentive awards, bonuses, equity
awards, and incentive compensation payable by the Company as consideration for an Eligible Executive’s services.
Notwithstanding the foregoing, in the event of a reduction in an Eligible Executive’s Base Salary resulting in such Eligible
Executive’s resignation for Good Reason, for purposes of determining such Eligible Executive’s Severance Amount, such
Eligible Executive’s Base Salary shall be deemed to be that in effect immediately prior to such reduction.


 






     


     


    

 


(h)    
“Board” means the Board of Directors of the Company.


 


(i)      
“Cause” means (i) an Eligible Executive has failed or refused to substantially perform such Eligible Executive’s
duties, responsibilities or authorities (other than any such refusal or failure resulting from such Eligible Executive’s Disability);
(ii) any commission by or indictment of an Eligible Executive of a felony or crime of moral turpitude; (iii) an Eligible Executive has
engaged in material misconduct in the course and scope of such Eligible Executive’s employment with any member of the Company Group,
including, but not limited to, incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties,
improper disclosure of confidential information, repeated and unexcused absenteeism, improper appropriation of a corporate opportunity
or any other material violation of the Company’s personnel policies, rules or codes of conduct or any fiduciary duty owed to the
Company or any of its Affiliates, or any applicable law or regulation to which the Company or any of its Affiliates are subject; (iv)
an Eligible Executive has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records;
or (v) an Eligible Executive has engaged in any act or omission that is likely to materially damage the Company’s or any of its
Affiliates’ business, including, without limitation, the Company’s or any of its Affiliates’ reputation , adversely
affect the Company’s or any of its Affiliates’ operations, condition (financial or otherwise), prospects or interests or bring
the Company or any of its Affiliates negative publicity or into public disgrace, embarrassment, or disrepute.


 


(j)      
“Change in Control” means the occurrence of any of the following:


 


(i) the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares
of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”).
For purposes of this definition the following acquisitions by a Person will not constitute a Change in Control: (1) any acquisition by
the Company; (2) any redemption, share acquisition or other purchase of shares directly or indirectly by the Company; (3) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or
(4) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) and (B) of paragraph (ii) below;


 


(ii) the consummation of
a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a
 “Business Combination”), unless following such Business Combination: (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be and (B) no Person (excluding any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 50% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination; or


 






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(iii) the approval by the
shareholders of the Company of a complete liquidation or dissolution of the Company.


 


(k)    
“Change in Control Protection Period” means the 12-month period following a Change in Control.


 


(l)      
“CIC Severance Amount” means, with respect to an Eligible Executive, an amount equal to the product of (i) the
Applicable CIC Severance Multiple and (ii) the sum of such Eligible Executive’s (A) Base Salary and (B) Target Annual Bonus.


 


(m)  
“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.


 


(n)    
“Code” means the Internal Revenue Code of 1986, as amended.


 


(o)    
“Committee” means the Compensation Committee of the Board or such other committee designated by the Board to
administer the Plan.


 


(p)    
“Company Group” means the Company and each of its direct and indirect subsidiaries.


 


(q)     “Confidential
Information” means all trade secrets, non-public information, proprietary information, knowledge, data, designs, ideas,
concepts, improvements, product developments, discoveries and inventions, whether patentable or not, that are conceived, made,
developed or acquired by or disclosed to an Eligible Executive, individually or in conjunction with others, during the period that
the Eligible Executive is employed by the Company or any other member of the Company Group (whether during business hours or
otherwise and whether on the Company’s premises or otherwise) that relate to any member of the Company Group’s
businesses or properties, products or services (including all such information relating to corporate opportunities, operations,
future plans, proposals, products, marketing, selling, budgets, licenses, prices, transactions, costs, recipes, production
techniques, methods of doing business, business plans, strategies for developing business and market share, research, financial and
sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition
targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of
acquisition prospects, or marketing and merchandising techniques, prospective names and marks). Moreover, all documents, videotapes,
written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications,
computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings
or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and
other similar forms of expression are and shall be the sole and exclusive property of the Company Group, and be subject to the same
restrictions on disclosure applicable to all Confidential Information pursuant to the Plan. For purposes of the Plan, Confidential
Information shall not include any information that (i) is or becomes generally available to the public other than as a result of a
disclosure or wrongful act of the Eligible Executive or any of the Eligible Executive’s agents; (ii) was available to the
Eligible Executive on a non-confidential basis before its disclosure by a member of the Company Group; or (iii) becomes available to
the Eligible Executive on a non-confidential basis from a source other than a member of the Company Group; provided, however, that
such source is not bound by a confidentiality agreement with, or other obligation with respect to confidentiality to, a member of
the Company Group.


 






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(r)      
“Date of Termination” means the effective date of the termination of an Eligible Executive’s employment
with the Company and its Affiliates, as applicable, such that the Eligible Executive is no longer employed by any member of the Company
Group.


 


(s)     
“Disability” means an Eligible Executive is unable to perform the essential functions of such Eligible Executive’s
position (after accounting for reasonable accommodation, if applicable and required by applicable law), due to physical or mental impairment
or other incapacity that continues, or can reasonably be expected to continue, for a period in excess of 120 consecutive days or 180 days,
whether or not consecutive (or for any longer period as may be required by applicable law), in any 12-month period. The determination
of whether an Eligible Executive has incurred a Disability shall be made in good faith by the Company.


 


(t)      
“Eligible Executive” means any employee of any member of the Company Group who (i) is designated by the Committee
as an “Eligible Executive” who is eligible to participate in the Plan; (ii) has executed and returned a Participation Agreement
to the Company; (iii) is not covered under any other severance plan, policy, program or arrangement sponsored or maintained by the
Company or any of its Affiliates; and (iv) is not a party to an employment or severance agreement with the Company or any of its Affiliates
pursuant to which such employee is eligible for severance payments or benefits. The Committee shall have the sole discretion to determine
whether an employee is an Eligible Executive. Eligible Executives shall be limited to a select group of management or highly compensated
employees within the meaning of Sections 201, 301 and 401 of ERISA.


 


(u)    
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.


 


(v)    
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 






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(w)   
 “Good Reason” shall exist in the event any of the following actions are taken without an Eligible Executive’s
consent: (i) such Eligible Executive’s authority with Company or its Affiliates is, or such Eligible
Executive’s duties or responsibilities based on such Eligible Executive’s job title or job description are, materially diminished
relative to such Eligible Executive’s authority, duties and responsibilities as in effect immediately prior to such change, provided,
however, that in no event shall removal of such Eligible Executive from the position of manager, director or officer of any direct or
indirect Affiliate of the Company in connection with any corporate restructuring constitute Good Reason and provided, further, that in
no event shall the removal of an Eligible Executive from the Board following a Change in Control constitute Good Reason; (ii) a
reduction in such Eligible Executive’s annual base salary as in effect immediately prior to
reduction in an amount of 10% or more (other than reductions that apply equally to all similarly situated employees); (iii) during
the Change in Control Protection Period, a relocation of the geographic location of an Eligible Executive’s principal place of employment
by more than 50 miles from the location of such Eligible Executive’s then-current principal place of employment; or (iv) the Company’s
material failure to comply with the terms of the Plan. Notwithstanding the foregoing provisions of this definition or any other provision
of the Plan to the contrary, any assertion by an Eligible Executive of a termination for Good Reason shall not be effective unless all
of the following conditions are satisfied: (A) such Eligible Executive must provide written notice to the Company of the existence of
such condition(s) within 30 days after the initial occurrence of such condition(s); (B) the condition(s) specified in such notice must
remain uncorrected for 30 days following the Company’s receipt of such written notice; and (C) the date of such Eligible Executive’s
termination of employment must occur within 90 days after the initial occurrence of the condition(s) specified in such notice.


 


(x)    
“Group Health Plan Amount” means, with respect to an Eligible Executive, an amount equal to the product of (i)
12 and (ii) the monthly amount of the Company’s contribution to the premiums for such Eligible Executive’s group health plan
coverage (including coverage for such Eligible Executive’s spouse and eligible dependents), determined under the Company’s
group health plans as in effect immediately prior to such Eligible Executive’s Date of Termination. For the avoidance of doubt,
if, as of an Eligible Executive’s Date of Termination, such Eligible Executive does not participate in any of the Company’s
group health plans, then such Eligible Executive’s Group Health Plan Amount will equal zero.


 


(y)    
“LTIP” means the Chesapeake Energy Corporation 2021 Long Term Incentive Plan, as the same may be amended, restated
or otherwise modified from time to time.


 


(z)     
“Participation Agreement” means the participation agreement delivered to each Eligible Executive by the Committee
prior to his or her entry into the Plan evidencing the Eligible Executive’s agreement to participate in the Plan and to comply with
all terms, conditions and restrictions within the Plan.


 


(aa) 
“Prohibited Period” means the period during which an Eligible Executive is employed by any member of the Company
Group and continuing through the date that is 12 months following the Eligible Executive’s Date of Termination.


 


(bb) “Qualifying
Termination” means the termination of an Eligible Executive’s employment (i) by any member of the Company Group
without Cause (which, for the avoidance of doubt, does not include a termination due to death or Disability); or (ii) due to an
Eligible Executive’s resignation for Good Reason.


 






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(cc) 
“Release Requirement” means the requirement that an Eligible Executive execute and deliver to the Company a
general release of claims, in a form acceptable to the Company, on or prior to the date that is 21 days following the date upon which
the Company delivers the release to an Eligible Executive (which shall occur no later than seven days following the Date of Termination)
or, in the event that such termination of employment is “in connection with an exit incentive or other employment termination program”
(as such phrase is defined in the Age Discrimination in Employment Act of 1967, as amended), the date that is 45 days following such delivery
date. Notwithstanding the foregoing or any other provision in the Plan to the contrary, the Release Requirement shall not be considered
satisfied if the release described in the preceding sentence is revoked by the Eligible Executive within any time provided by the Company
for such revocation.


 


(dd) “Section 409A”
means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including
any such regulations or guidance that may be amended or issued after the Effective Date.


 


(ee) 
“Severance Amount” means, with respect to an Eligible Executive, an amount equal to the product of (i) the Applicable
Regular Severance Multiple and (ii) the sum of such Eligible Executive’s (A) Base Salary and (B) Target Annual Bonus.


 


(ff)   
“Target Annual Bonus” means an Eligible Executive’s target annual bonus for the calendar year that includes
such Eligible Executive’s Date of Termination.


 


(gg) “Tier”
means an “Executive Tier” used for purposes of determining the level of severance benefits an Eligible Executive is eligible
to receive. Each Eligible Executive shall be designated by the Committee as a Tier 1 Executive, Tier 2 Executive or Tier 3 Executive pursuant
to such Eligible Executive’s Participation Agreement.


 


3.        
Administration of the Plan.


 


(a)     
Administration by the Committee. The Committee shall be responsible for the management and control of the operation and
the administration of the Plan, including interpretation of the Plan, decisions pertaining to eligibility to participate in the Plan,
computation of severance benefits, granting or denial of severance benefit claims and review of claims denials. The Committee has absolute
discretion in the exercise of its powers and responsibilities. For this purpose, the Committee’s powers shall include the following
authority, in addition to all other powers provided by the Plan:


 


(i) to make and enforce such
rules and regulations as it deems necessary or proper for the efficient administration of the Plan;


 


(ii) to interpret the Plan,
the Committee’s interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan;


 






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(iii) to decide all questions
concerning the Plan and the eligibility of any person to participate in the Plan, and to designate each Eligible Executive as either a
Tier 1 Executive, a Tier 2 Executive or a Tier 3 Executive;


 


(iv) to make a determination
as to the right of any person to a benefit under the Plan (including to determine whether and when there has been a termination of an
Eligible Executive’s employment and the cause of such termination);


 


(v) to appoint such agents,
counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan;


 


(vi) to allocate and delegate
its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation,
delegation or designation to be in writing;


 


(vii) to sue or cause suit
to be brought in the name of the Plan; and


 


(viii) to obtain from the
Company, its Affiliates and from Eligible Executives such information as is necessary for the proper administration of the Plan.


 


(b)    
Indemnification of the Committee. The Company shall, without limiting any rights that the Committee may have under the Company’s
charter or bylaws, applicable law or otherwise, indemnify and hold harmless the Committee and each member thereof (and any other individual
acting on behalf of the Committee or any member thereof) against any and all expenses and liabilities arising out of such person’s
administrative functions or fiduciary responsibilities, excepting only expenses and liabilities arising out of the person’s own
gross negligence or willful misconduct. Expenses against which such person shall be indemnified hereunder include the amounts of any settlement,
judgment, attorneys’ fees, costs of court, and any other related charges reasonably incurred in connection with a claim, proceeding,
settlement, or other action under the Plan.


 


(c)     
Compensation and Expenses. The Committee shall not receive additional compensation with respect to services for the Plan.
To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their
duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan,
including the cost of furnishing bond, shall be paid by the Company.


 


4.        
Eligibility. Only individuals who are Eligible Executives may participate in the Plan. The Committee has full and
absolute discretion to determine and select which employees of the Company and its Affiliates are Eligible Executives. Once an employee
has been designated as an Eligible Executive, he or she shall automatically continue to be an Eligible Executive until he or she ceases
to be an employee or is removed as an Eligible Executive by the Committee; provided, however, that if an employee is an Eligible Executive
as of the date of a Change in Control, then he or she may not be removed as an Eligible Executive by the Committee during the 12 -month
period following the date of such Change in Control. The Plan shall supersede all prior practices, policies, procedures and plans relating
to severance benefits from the Company and its Affiliates with respect to the Eligible Executives.


 






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5.        
 Plan Benefits.


 


(a)     
Qualifying Termination Outside of a Change in Control Protection Period. In the event an Eligible Executive’s employment
with any member of the Company Group, ends due to a Qualifying Termination that occurs outside of a Change in Control Protection Period,
such Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release
Requirement and abides by the terms of Sections 8, 9, 10, 11 and 12 below, such Eligible Executive shall also be entitled to receive:


 


(i) A cash severance payment
in an amount equal to the Severance Amount, payable in substantially equal installments on the Company’s regular payroll schedule
for the period commencing on the Eligible Executive’s Date of Termination and continuing until the expiration of the Eligible Executive’s
Applicable Period; provided, however, that the payment of any Severance Amount that is otherwise due and payable to a Participant prior
to date the Participant’s Release becomes final, binding and irrevocable shall be suspended and shall not be paid to the Eligible
Executive until the Company’s first regularly scheduled pay date on or after the date that is 60 days after such Eligible Executive’s
Date of Termination; provided, further, that to the extent, if any, that the aggregate amount of the installments of the Severance Amount
that would otherwise be paid pursuant to this section after the Applicable March 15 exceeds the maximum exemption amount under Treasury
Regulation Section 1.409A-1(b)(9)(iii)(A), then such excess shall be paid to the Eligible Executive in a lump sum on the Applicable March
15 (or the first business day preceding the Applicable March 15 if the Applicable March 15 is not a business day) and the installments
of the Severance Amount payable after the Applicable March 15 shall be reduced by such excess (beginning with the installment first payable
after the Applicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). Notwithstanding
the foregoing, the Committee may, in its sole discretion, elect for the Company to pay an Eligible Executive’s Severance Amount
under this Section 5(a)(i) in a lump sum cash payment on the Company’s first regularly scheduled pay date that is on or after the
date that is 60 days after such Eligible Executive’s Date of Termination (and any election by the Committee for the Company to pay
an Eligible Executive’s Severance Amount in a lump sum shall not be binding on the Committee, the Company or any of its Affiliates
with respect to payments to any other Eligible Executive); and


 


(ii) The Group Health Plan
Amount, payable in a lump sum cash payment on the Company’s first regularly scheduled pay date that is on or after the date that
is 60 days after such Eligible Executive’s Date of Termination.


 


(b)    
Qualifying Termination During a Change in Control Protection Period. In the event an Eligible Executive’s employment
with any member of the Company Group, ends due to a Qualifying Termination that occurs during a Change in Control Protection Period, such
Eligible Executive shall be entitled to receive the Accrued Amounts, and so long as such Eligible Executive satisfies the Release Requirement
and abides by the terms of Sections 8, 9, 10, 11 and 12 below, such Eligible Executive shall also be entitled to receive:


 


(i) A lump sum cash severance
payment in an amount equal to the CIC Severance Amount, payable on the Company’s first regularly scheduled pay date that is on or
after the date that is 60 days after such Eligible Executive’s Date of Termination; and


 






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(ii) The Group Health Plan
Amount, payable in a lump sum cash payment on the Company’s first regularly scheduled pay date that is on or after the date that
is 60 days after such Eligible Executive’s Date of Termination.


 


For clarity, all outstanding
equity incentive awards then held by such Eligible Executive, pursuant to the LTIP or otherwise, will be treated in accordance with the
award agreement applicable to such award.


 


(c)     
Non-Qualifying Terminations of Employment. In the event that an Eligible Executive’s employment with any member of
the Company Group terminates other than pursuant to a Qualifying Termination, including as a result of death or Disability, then all compensation
and benefits to such Eligible Executive shall terminate contemporaneously with such termination of employment, except that such Eligible
Executive shall be entitled to the Accrued Amounts.


 


(d)    
After-Acquired Evidence. Notwithstanding any provision of the Plan to the contrary, in the event that the Company determines
that an Eligible Executive is eligible to receive the Severance Amount and other severance benefits pursuant to Section 5(a) or Section
5(b) but, after such determination, the Company subsequently acquires evidence or determines that: (i) such Eligible Executive has failed
to abide by the terms of Sections 8, 9, 10, 11 or 12; or (ii) a Cause condition existed prior to the Date of Termination that, had the
Company been fully aware of such condition, would have given the Company the right to terminate such Eligible Executive’s employment
for Cause, then the Company shall have the right to cease the payment of the Severance Amount and to cease providing any other severance
benefits under Section 5(a) or Section 5(b), and such Eligible Executive shall promptly return to the Company any payment of the Severance
Amount and any other severance benefits received by such Eligible Executive prior to the date that the Company determines that the conditions
of this Section 5(d) have been satisfied.


 


6.        
Change in Control. In the event that the acquiring entity in a Change in Control does not assume the outstanding
equity incentives then held by such Eligible Executive pursuant to the LTIP or otherwise, then such awards will vest as of the Change
in Control with the achievement of performance-based vesting conditions determined by the award agreement applicable to such award.


 


7.         Certain
Excise Taxes. Notwithstanding anything to the contrary in the Plan, if an Eligible Executive is a “disqualified
individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in the Plan, together with
any other payments and benefits which such Eligible Executive has the right to receive from the Company or any of its Affiliates,
would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits
provided for in the Plan shall be either (a) reduced (but not below zero) so that the present value of such total amounts and
benefits received by such Eligible Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times
such Eligible Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of
such amounts and benefits received by such Eligible Executive shall be subject to the excise tax imposed by Section 4999 of the Code
or (b) paid in full, whichever produces the better net after-tax position to such Eligible Executive (taking into account any
applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits
hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which
such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and
continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any
benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the
payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is
made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the
Company (or its Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than
three times such Eligible Executive’s base amount, then such Eligible Executive shall immediately repay such excess to the
Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible
for, or have any liability or obligation with respect to, such Eligible Executives’ excise tax liabilities under Section 4999
of the Code.


 






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8.        
Confidentiality. During the period in which an Eligible Executive participates in the Plan, the Eligible Executive
shall be provided with, and will have access to, Confidential Information. In consideration of such Eligible Executive’s receipt
of Confidential Information and access to such Confidential Information and in exchange for other valuable consideration provided hereunder,
and as a condition to participation in the Plan, each Eligible Executive shall be subject to the covenants and restrictions in this Section
8 and in Sections 9, 10, 11, 12 and 13.


 


(a)     
In General. Both during the period in which an Eligible Executive is employed by or affiliated with the Company and thereafter,
except as expressly permitted by the Plan or by directive of the Board, the Eligible Executive shall not disclose any Confidential Information
to any person or entity and shall not use any Confidential Information except for the benefit of the Company Group. Each Eligible Executive
acknowledges and agrees that such Eligible Executive would inevitably use and disclose Confidential Information in violation of this Section
8 if such Eligible Executive were to violate any of the covenants set forth in Section 9. Each Eligible Executive shall follow all Company
policies and protocols regarding the physical security of all documents and other materials containing Confidential Information (regardless
of the medium on which Confidential Information is stored). The covenants of this Section 8(a) shall apply to all Confidential Information,
whether now known or later to become known to an Eligible Executive during the period that such Eligible Executive is employed by or affiliated
with the Company or any other member of the Company Group.


 


(b)    
Permitted Disclosures. Notwithstanding any provision of Section 8(a) to the contrary, an Eligible Executive may make the
following disclosures and uses of Confidential Information: (i) disclosures to other employees of the Company Group who have a need to
know the information in connection with the businesses of the Company Group; (ii) disclosures to customers and suppliers when, in the
reasonable and good faith belief of the Eligible Executive, such disclosure is in connection with the Eligible Executive’s performance
of his or her duties for the Company and is in the best interests of the Company; (iii) disclosures and uses that are approved in writing
by the Company; or (iv) disclosures to a person or entity that has (A) been retained by a member of the Company Group to provide services
to one or more members of the Company Group and (B) agreed in writing to abide by the terms of a confidentiality agreement.


 






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(c)      Return of Confidential Information. Upon the termination of the Eligible Executive’s employment with any member of
the Company Group and at any other time upon request of the Company, an Eligible Executive shall promptly surrender and deliver to the
Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing
or pertaining to all Confidential Information and any other Company Group property (including any Company Group-issued computer, mobile
device or other equipment) in the Eligible Executive’s possession, custody or control and the Eligible Executive shall not retain
any such documents or other materials or property of the Company Group. Within 10 days of any such request, the Eligible Executive shall
certify to the Company in writing that all such documents, materials and property have been returned to the Company.


 


(d)    
Additional Permitted Disclosures. Nothing in the Plan (whether in this Section 8 or otherwise) shall prohibit or restrict
an Eligible Executive from lawfully (i) initiating communications directly with, cooperating with, providing information to, causing information
to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively,
 “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process
directed to such Eligible Executive individually from any such Governmental Authorities; (iii) testifying, participating or otherwise
assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; (iv) making any other
disclosures that are protected under the whistleblower provisions of any applicable law; or (v) making disclosures to such Eligible Executive’s
retained attorneys for the purposes of seeking legal advice as to such Eligible Executive’s rights and obligations under the Plan
and/or relating to legal recourse for possible violations of the Plan or any law by the Company. Additionally, pursuant to the federal
Defend Trade Secrets Act of 2016, an Eligible Executive shall not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that: (A) is made (x) in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of
law; (B) is made to such Eligible Executive’s attorney in relation to a lawsuit for retaliation against such Eligible Executive
for reporting a suspected violation of law; or (C) is made in a complaint or other document filed in a lawsuit or other proceeding, if
such filing is made under seal. Nor does the Plan require an Eligible Executive to obtain prior authorization from any member of the Company
Group before engaging in any conduct described in this Section 8(d), or to notify any member of the Company Group that such Eligible Executive
has engaged in any such conduct.


 


9.      
Non-Solicitation.


 


(a)      Access
to Confidential Information and Development of Goodwill. The Company shall provide each Eligible Executive access to Confidential
Information for use only during the period during which such Eligible Executive is employed by any member of the Company Group, and each
Eligible Executive acknowledges and agrees that the Company will be entrusting the Eligible Executive, in his unique and special capacity,
with developing the goodwill of the Company, and in consideration thereof and in consideration of the Company providing the Eligible
Executive with access to Confidential Information and as an express incentive for the Company to allow the Eligible Executive to participate
in the Plan, the Eligible Executive has voluntarily agreed to the covenants set forth in this Section 9. Each Eligible Executive further
agrees and acknowledges that the limitations and restrictions set forth herein are reasonable in all respects and not oppressive, will
not cause the Eligible Executive undue hardship, and are material and substantial parts of the Plan intended and necessary to protect
the Confidential Information, goodwill and substantial and legitimate business interests.


 






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(b)    
Restrictions. During the Prohibited Period, an Eligible Executive shall not (i) directly solicit goods, services or a combination
of goods and services from any “Established Customers” of the Company or (ii) directly or indirectly induce or attempt to
induce any executive, employee or independent contractor of the Company Group to terminate his/her employment relationship with any member
of the Company Group to go to work for any other company or third party. For purposes of the Plan, “Established Customer”
means a customer, regardless of location, of the Company as of the date Executive's employment terminates who continues to be a customer
or who the Company reasonably anticipates will continue to be a customer.


 


(c)      Enforcement. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened
breach of the covenants set forth in Section 8 and this Section 9, and because of the immediate and irreparable damage that would
be caused to members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the
Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and
restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages
would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief
shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be
in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.


 


10.     Ownership
of Intellectual Property. The Company shall own, and, by agreeing to participate in the Plan, each Eligible Executive
assigns, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all
inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created,
contributed to, made or conceived or reduced to practice, in whole or in part, by the Eligible Executive during the period in which
the Eligible Executive is or has been employed by or affiliated with the Company or any other member of the Company Group that
either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the
Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the
Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s
equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company
Intellectual Property”), and the Eligible Executive shall promptly disclose all Company Intellectual Property to the Company.
All of each Eligible Executive’s works of authorship and associated copyrights created during the period in which the Eligible
Executive is employed by or affiliated with the Company or any other member of the Company Group and in the scope of the Eligible
Executive’s employment shall be deemed to be “works made for hire” within the meaning of the Copyright Act. Each
Eligible Executive shall perform, during and after the period in which the Eligible Executive is or has been employed by or
affiliated with the Company or any other member of the Company Group, all reasonable acts deemed necessary by the Company to assist
each member of the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world in the
Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing,
prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other
applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other
proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.


 






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11.    
Non-Disparagement. Each Eligible Executive shall refrain, both during the Eligible Executive’s employment with
any member of the Company Group and thereafter, from publishing or otherwise making any oral or written statements about the Company,
any member of the Company Group or any of their respective directors, officers, employees, consultants, agents or representatives that
(a) are slanderous, libelous or defamatory, (b) disclose Confidential Information of or regarding the Company’s or any member of
the Company Group’s business affairs, directors, officers, managers, members, employees, consultants, agents or representatives,
or (c) place the Company, any member of the Company Group or any of their respective directors, officers, managers, members, employees,
consultants, agents or representatives in a false light before the public.


 


12.    
Defense and Pursuit of Claims. An Eligible Executive shall, following the termination of his or her employment, cooperate
with the Company Group and its counsel in any litigation or human resources matters in which such Eligible Executive may be a witness
or potential witness or with respect to which such Eligible Executive may have knowledge of relevant facts or evidence. The Company shall
reimburse such Eligible Executive for reasonable and necessary expenses incurred in the course of complying with this Section provided
that the Eligible Executive provides reasonable documentation of the same and obtains the Company’s prior approval for incurring
such expenses.


 


13.    
Enforcement. Money damages would not be a sufficient remedy for any breach of Sections 8, 9, 10, 11 or 12 by an Eligible
Executive, and any member of the Company Group shall be entitled to enforce the provisions of such Sections by terminating payments or
additional benefits then owing to the Eligible Executive and to specific performance, injunctive relief and other equitable relief, without
bond, as remedies for such breach or any threatened breach. In addition, in the event of a breach by an Eligible Executive, the Eligible
Executive shall repay to the Company any and all payments received or paid or deemed paid by the Company for the benefit of the Eligible
Executive pursuant to the Plan. Such remedies shall not be deemed the exclusive remedies for a breach of Sections 8, 9, 10, 11 or 12,
but shall be in addition to all remedies available at law or in equity, including the recovery of damages from the Eligible Executive
and the Eligible Executive’s agents. This Section and Sections 8, 9, 10, 11 or 12, and each provision and portion hereof, are severable
and separate, and the unenforceability of any specific Section (or portion thereof) shall not affect the provisions of any other Section
(or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the
fullest extent which such arbitrator or court deems reasonable, and the Plan shall thereby be reformed.


 






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14.    
Claims Procedure and Review.


 


(a)     
 Filing a Claim. Any Eligible Executive that the Committee determines is entitled to severance benefits under the Plan is not required
to file a claim for benefits. Any Eligible Executive (i) who is not paid severance benefits hereunder and who believes that he or she
is entitled to severance benefits hereunder or (ii) who has been paid severance benefits hereunder and believes that he or she is entitled
to greater benefits hereunder may file a claim for severance benefits under the Plan in writing with the Committee.


 


(b)    
Initial Determination of a Claim. If a claim for severance benefits hereunder is wholly or partially denied, the Committee shall,
within a reasonable period of time but no later than 90 days after receipt of the claim (or 180 days after receipt of the claim if special
circumstances require an extension of time for processing the claim), notify the claimant of the denial. Such notice shall (i) be in writing,
(ii) be written in a manner calculated to be understood by the claimant, (iii) contain the specific reason or reasons for denial of the
claim, (iv) refer specifically to the pertinent Plan provisions upon which the denial is based, (v) describe any additional material or
information necessary for the claimant to perfect the claim (and explain why such material or information is necessary), and (vi) describe
the Plan’s claim review procedures and time limits applicable to such procedures, including a statement of the claimant’s
right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.


 


(c)     
Appeal of a Denied Claim. Within 60 days of the receipt by the claimant of this notice, the claimant may file a written appeal
with the Committee. In connection with the appeal, the claimant may review Plan documents and may submit written issues and comments.
The Committee shall deliver to the claimant a written decision on the appeal promptly, but not later than 60 days after the receipt of
the claimant’s appeal (or 120 days after receipt of the claimant’s appeal if there are special circumstances which require
an extension of time for processing). Such decision shall (i) be in writing, (ii) be written in a manner calculated to be understood by
the claimant, (iii) include specific reasons for the decision, (iv) refer specifically to the Plan provisions upon which the decision
is based, (v) state that the claimant is entitled to receive, on request and free of charge, reasonable access to and copies of all documents,
records, and other information relevant to the claimant’s claim for benefits, and (vi) a statement of the Participant’s right
to bring an action under Section 502(a) of ERISA. If special circumstances require an extension of up to 180 days for an initial claim
or 120 days for an appeal, whichever applies, the Committee shall send written notice of the extension. This notice shall indicate the
special circumstances requiring the extension and state when the Committee expects to render the decision.


 


(d)    
The benefits claim procedure provided in this Section 14 is intended to comply with the provisions of 29 C.F.R. §2560.503-1.
All provisions of this Section 14 shall be interpreted, construed, and limited in accordance with such intent.


 






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15.    General Provisions.


 


(a)      Taxes.
The Company is authorized to withhold from all payments made hereunder amounts of withholding and other taxes due or potentially payable
in connection therewith, and to take such other action as the Company may deem advisable to enable the Company and the Eligible Executive
to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any payments made under the Plan.


 


(b)    
No Mitigation. No Eligible Executive shall have any duty to mitigate the amounts payable under the Plan by seeking or accepting
new employment or self-employment following a Qualifying Termination.


 


(c)     
Offset. The Company may set off against, and each Eligible Executive authorizes the Company to deduct from, any payments
due to the Eligible Executive, or to his or her estate, heirs, legal representatives, or successors, any amounts which may be due and
owing to the Company or an Affiliate of the Company by the Eligible Executive, whether arising under the Plan or otherwise; provided,
however, that no such offset may be made with respect to amounts payable that are subject to the requirements of Section 409A unless the
offset would not result in a violation of the requirements of Section 409A.


 


(d)    
Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be
terminated, in any such case, by the Board; provided, however, that the Plan may not be amended, modified or terminated in any manner
that would in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under
the Plan at such time, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control
and who effectuates a Change in Control, or (ii) otherwise in connection with, or in anticipation of, a Change in Control that actually
occurs, and any such attempted amendment, modification or termination shall be null and void ab initio. Any action taken to amend, modify
or terminate the Plan which is taken subsequent to the execution of an agreement providing for a transaction or transactions which, if
consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control.
For the duration of the 12-month period following a Change in Control, the Plan may not be amended or modified in any manner that would
in any way adversely affect the benefits or protections provided hereunder to any individual who is an Eligible Executive under the Plan
on the date a Change in Control occurs.


 


(e)     
Successors. The Plan will be binding upon any successor to the Company, its assets, its businesses or its interest (whether
as a result of the occurrence of a Change in Control or otherwise), in the same manner and to the same extent that the Company would be
obligated under the Plan if no succession had taken place. All payments and benefits that become due to an Eligible Executive under the
Plan will inure to the benefit of his or her heirs, assigns, designees or legal representatives.


 


(f)      Transfer
and Assignment. Neither an Eligible Executive nor any other person shall have any right to sell, assign, transfer, pledge, anticipate
or otherwise encumber, transfer, hypothecate or convey any amounts payable under the Plan prior to the date that such amounts are paid.


 






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(g)     Unfunded Obligation. All benefits due an Eligible Executive under the Plan are unfunded and unsecured and are payable out
of the general assets of the Company. The Company is not required to segregate any monies or other assets from its general funds with
respect to these obligations. Eligible Executives shall not have any preference or security interest in any assets of the Company other
than as a general unsecured creditor.


 


(h)    
Severability. If any provision of the Plan (or portion thereof) is held to be illegal or invalid for any reason, the illegality
or invalidity of such provision (or portion thereof) will not affect the remaining provisions (or portions thereof) of the Plan, but such
provision (or portion thereof) will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision
(or portion thereof) had never been included herein.


 


(i)      
COBRA. Subject to the rules and regulations of COBRA, in connection with an Eligible Executive’s Date of Termination,
the Company will provide an Eligible Executive the option to elect to continue group health plan coverage through COBRA. The election
of COBRA continuation coverage and the payment of any premiums due with respect to such COBRA continuation coverage will remain such Eligible
Executive’s sole responsibility, and neither the Company nor any of its Affiliates will assume any obligation for payment of any
such premiums relating to such COBRA continuation coverage.


 


(j)      
Section 409A. The Plan is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered
in accordance with Section 409A. Notwithstanding any other provision of the Plan, payments provided under the Plan may only be made upon
an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under the Plan that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded
from Section 409A to the maximum extent possible. Any payments to be made under the Plan upon the termination of an Eligible Executive’s
employment shall only be made if such termination of employment constitutes a “separation from service” under Section 409A.
Each installment payment under the Plan is intended to be a separate payment for purposes of Section 409A. Notwithstanding any provision
in the Plan to the contrary, if any payment or benefit provided for herein would be subject to additional taxes and interest under Section
409A if an Eligible Executive’s receipt of such payment or benefit is not delayed until the earlier of (i) the date of such Eligible
Executive’s death or (ii) the date that is six months after such Eligible Executive’s Date of Termination (such date, the
 “Section 409A Payment Date”), then such payment or benefit shall not be provided to such Eligible Executive (or such
Eligible Executive’s estate, if applicable) until the Section 409A Payment Date. Notwithstanding the foregoing, the Company makes
no representations that the payments and benefits provided under the Plan are exempt from, or compliant with, Section 409A and in no event
shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may
be incurred by any Eligible Executive on account of non-compliance with Section 409A.


 


(k)     
Governing Law. All questions arising with respect to the provisions of the Plan and payments due hereunder will be determined
by application of the laws of the State of Oklahoma, without giving effect to any conflict of law provisions thereof, except to the extent
preempted by federal law (including ERISA, which is the federal law that governs the Plan, the administration of the Plan and any claims
made under the Plan).


 






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(l)     
Status. The Plan is intended to qualify for the exemptions under Title I of ERISA provided for plans that are unfunded
and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees.


 


(m)  
  Third-Party Beneficiaries. Each Affiliate of the Company shall be a third-party beneficiary of the Eligible Executive’s
covenants and obligations under Sections 8, 9, 10, 11, 12 and 13 and shall be entitled to enforce such obligations as if a party hereto.


 


(n)    
No Right to Continued Employment. The adoption and maintenance of the Plan shall not be deemed to be a contract of employment
between the Company or any of its Affiliates and any person, or to have any impact whatsoever on the at-will employment relationship between
the Company or any of its Affiliates and the Eligible Executives. Nothing in the Plan shall be deemed to give any person the right to
be retained in the employ of the Company or any of its Affiliates for any period of time or to restrict the right of the Company or any
of its Affiliates to terminate the employment of any person at any time.


 


(o)    
Title and Headings; Construction. Titles and headings to Sections hereof are for the purpose of reference only and shall
in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to an
agreement, plan, instrument or other document shall be deemed to refer to such agreement, plan, instrument or other document as amended,
supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. The word “or” as
used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein”, “hereof”,
 “hereunder” and other compounds of the word “here” shall refer to the entire Plan, and not to any particular provision
hereof. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural
and conversely. The use herein of the word “including” following any general statement, term or matter shall not be construed
to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words
of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably
fall within the broadest possible scope of such general statement, term or matter. Neither the Plan nor any uncertainty or ambiguity herein
shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, the Plan
has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words
used so as to fairly accomplish the purposes and intentions of the parties hereto.


 


(p)    
Overpayment. If, due to mistake or any other reason, a person receives severance payments or benefits under the Plan in
excess of what the Plan provides, such person shall repay the overpayment to the Company in a lump sum within 30 days of notice of the
amount of overpayment. If such person fails to so repay the overpayment, then without limiting any other remedies available to the Company,
the Company may deduct the amount of the overpayment from any other amounts which become payable to such person under the Plan or otherwise.


 


(q)     Clawback.
Any amounts payable under the Plan are subject to any policy (whether in existence as of the Effective Date or later adopted)
established by the Company providing for clawback or recovery of amounts that were paid to the Eligible Executive. The Company will
make any determination for clawback or recovery in its sole discretion and in accordance with applicable laws, regulations, and
securities exchange listing standards.


 


(r)      Agent
for Service of Legal Process. Legal process may be served on the Committee, which is the plan administrator, at the following address:
Compensation Committee of the Board of Directors, c/o Chesapeake Energy Corporation, 6100 N. Western Avenue, Oklahoma City, Oklahoma
73118.


 






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