Exhibit 10.2


 


[Chesapeake Letterhead]


 


[Date]


 


Re: Participation Agreement – Chesapeake
Energy Corporation Executive Severance Plan


 


Dear [        ]:


 


We are pleased to inform you
that you have been designated as eligible to participate in the Chesapeake Energy Corporation Executive Severance Plan (as it may be amended
from time to time, the “Plan”), as a Tier [1][2][3] Executive. Your participation in the Plan is subject to the terms and
conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the
Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement
for all purposes.


 


[Include any provisions in
the Plan that are to be modified for the particular participant.]1


 


In signing below, you expressly
agree to be bound by, and promise to abide by, the terms of Sections 8, 9, 10, 11 and 12 of the Plan, which create certain restrictions
with respect to confidentiality, non-solicitation, ownership of intellectual property, non-disparagement and post-termination cooperation.
You agree that the covenants within Sections 8, 9, 10, 11 and 12 of the Plan are reasonable in all respects.


 


You acknowledge and agree
that the Plan and this Participation Agreement supersede all prior severance benefit policies, plans and arrangements of the Company or
any other member of the Company Group (and supersedes all prior oral or written communications by the Company or any of other member of
the Company Group with respect to severance benefits), and all such prior policies, plans, arrangements and communications are hereby
null and void and of no further force and effect with respect to your participation therein.


 


[You acknowledge and agree
that all obligations of the Company and its affiliates pursuant to that certain Employment Agreement entered into as of [         ], by and between
you and the Company (the “Employment Agreement”) have been fully and finally satisfied and, therefore, except as provided
in the last sentence of this paragraph, the Employment Agreement is hereby terminated effective as of the date of this letter and that
neither the Company nor any other person or entity has any other future obligations to you thereunder. Notwithstanding the termination
of the Employment Agreement, you acknowledge and agree that the provisions of Sections [l]
of the Employment Agreement, and those provisions necessary to interpret and enforce them, will survive the termination of the Employment
Agreement according to their respective terms.]2


 


You further acknowledge
and agree that (i) you have fully read, understand and voluntarily enter into this Participation Agreement and (ii) you have had a
sufficient opportunity to consult with your personal tax, financial planning advisor and attorney about the tax, financial and legal
consequences of your participation in the Plan before signing this Participation Agreement.


 


 






	1	Note to Draft: Describe any modifications that are applicable to the relevant participant.


 


	2	Note to Draft: To be included for anyone with an employment agreement with severance provisions.


 






     


     


    

 


Unless otherwise defined herein,
capitalized terms used in this Participation Agreement shall have the meanings set forth in the Plan. This Participation Agreement may
be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one
and the same instrument.


 


Please execute this Participation
Agreement in the space provided below and send a fully executed copy to [        ] no later than [        ].


 


[Signature Page Follows]


 






    2 


     


    

 


	 	Sincerely,
	 	 
	 	CHESAPEAKE ENERGY CORPORATION
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


AGREED AND ACCEPTED


 


this ______ day of ____________ , 20 ______
by:


 


		 



	[          ]	



 






     


     


    

 


ANNEX A


 


CHESAPEAKE ENERGY CORPORATION

EXECUTIVE SEVERANCE PLAN


 


[See attached.]