Exhibit 10.2


 


CHESAPEAKE ENERGY CORPORATION


 


April 27, 2021


 


Michael A. Wichterich


Via Email


 


		Re:	Interim CEO Appointment



 


Dear Mike:


 


On behalf of Chesapeake Energy
Corporation, an Oklahoma corporation (the “Company”), I am pleased to provide you with this letter memorializing
the terms of your employment with the Company to serve as Interim Chief Executive Officer of the Company, effective as of April 30,
2021.


 


During the period that you
serve as the Interim Chief Executive Officer of the Company (the “Term”), as compensation for all services provided
by you, you will be paid a salary at the rate of (a) $61,250.00 per month through July 31, 2021 and (b) $204,583.33 per
month thereafter, in each case, pro-rated for any partial month during the Term, less applicable taxes and other withholdings, in accordance
with the Company’s payroll practices in effect from time to time. In addition, you will receive an award of a number of performance
share units (“PSUs”) under the Company’s Long Term Incentive Plan (the “LTIP”) with a grant
date value of $430,000 as determined by the Company’s Board of Directors (the “Board”). The PSUs will become
vested if, on any date prior to March 1, 2024, the 60-day volume weighted average price of the Company’s common stock equals
or exceeds $55, which price the Board may adjust in accordance with the terms of the LTIP in the event of changes to the Company’s
capital structure and similar events. If the Term ends prior to July 31, 2022, then a pro rata portion of the PSUs will immediately
be forfeited without consideration (regardless of whether the stock price hurdle in the preceding sentence has been achieved), with such
pro rata portion to be equal to (i) the number of PSUs granted to you, multiplied by (ii) a fraction, the numerator of
which is the number of days between the last day of the Term and July 31, 2022 and the denominator of which is 92. The PSUs will
be subject to the terms and conditions of the LTIP and an award agreement to be entered into between you and the Company. You will also
be eligible to participate in those benefit plans and programs that the Company makes available to its similarly situated employees from
time to time, subject to the terms and conditions of the applicable plans and programs as in effect from time to time. During the Term,
you will continue to receive all cash retainers for your service as a member of the Board of Directors of the Company, and the outstanding
restricted stock units granted to you on February 22, 2021 shall remain outstanding and eligible to vest pursuant to the terms and
conditions set forth in the Restricted Stock Unit Award Agreement and Notice evidencing such award.


 


Your employment is not for
a specific term and is terminable at-will. This means that you are not entitled to remain an employee or officer of the Company for any
particular period of time, and either you or the Company may terminate the employment relationship at any time, with or without notice,
and for any reason not prohibited by applicable law. Upon a termination of your employment, you will not be eligible for any severance
pay or other severance benefits, regardless of the reason for such termination of your employment.


 






    


     


    

 


Your employment is subject
to your entry into, and agreement to abide by the terms of, the enclosed Confidentiality Agreement. During the Term, you will be expected
to comply with all of the Company’s policies and procedures in effect during the Term.


 


[Signature Page Follows]


 






    2


     


    

 


Mike, we appreciate your willingness
to assume this role, and we look forward to your additional contributions to the Company in this interim role. To acknowledge the terms
of your employment memorialized in this letter, please sign below.


 


	 	Very truly yours,
	 	 
	 	 
	 	CHESAPEAKE ENERGY CORPORATION
	 	 
	 	 
	 	By:	/s/ James R. Webb             
	 	Name:  James R. Webb
	 	Title:    Executive Vice President –
    General Counsel




 


	AGREED AND ACCEPTED:	 
	 	 
	/s/ Michael A. Wichterich	 
	Michael A. Wichterich	 







 


[Signature Page to Letter
Agreement with Michael A. Wichterich]