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Form 8-K CHESAPEAKE ENERGY CORP For: Jun 17

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June 17, 2016 4:03 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2016
CHESAPEAKE ENERGY CORPORATION
(Exact name of Registrant as specified in its Charter)
Oklahoma
 
1-13726
 
73-1395733
(State or other jurisdiction of
incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)
6100 North Western Avenue, Oklahoma City, Oklahoma
 
73118
(Address of principal executive offices)
 
(Zip Code)
 
(405) 848-8000
 
 
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  On June 16, 2016, the Company entered into an Amendment to Employment Agreement (the “Amendment”) with Robert D. Lawler, President and Chief Executive Officer. The Amendment, which was approved by the Board of Directors upon recommendation of the Compensation Committee, extends the term of Mr. Lawler’s existing Employment Agreement, dated as of May 20, 2013 (the “Existing Agreement”), until December 31, 2018. The Amendment is set forth in Exhibit 10.1 to this Current Report on Form 8-K.

The other terms and conditions of the Existing Agreement, including salary, bonus eligibility, termination payments, non-competition and non-solicitation terms, remain in effect and are incorporated by reference to: (i) the disclosure under the caption “Executive Compensation - Employment Agreements” and “- Post-Employment Compensation” in the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 8, 2016; and (ii) the Existing Agreement, which was filed with the SEC on May 23, 2013 as Exhibit 10.1 to a Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Document Description
10.1
 
Amendment to Employment Agreement dated as of June 16, 2016 between Robert D. Lawler and Chesapeake Energy Corporation.






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CHESAPEAKE ENERGY CORPORATION
 
 
By:
 /s/ James R. Webb
 
James R. Webb
 
Executive Vice President - General Counsel and Corporate Secretary
Date:     June 17, 2016





EXHIBIT INDEX


Exhibit No.
 
Document Description
10.1
 
Amendment to Employment Agreement dated as of June 16, 2016 between Robert D. Lawler and Chesapeake Energy Corporation.






Exhibit 10.1


AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment (the “Amendment”) is executed June 16, 2016, by and between Chesapeake Energy Corporation (the “Company”), and Robert D. Lawler (the “Executive”).
WHEREAS, the Company and the Executive entered into an employment agreement effective July 1, 2013 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement to extend the Term.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
1.Capitalized Terms. All capitalized terms used in this Amendment and not otherwise defined shall have the same meaning in this Amendment as in the Employment Agreement.
2.Amendment to Employment Agreement.
The first sentence of Section 5 of the Employment Agreement is amended to provide as follows:
The term of Executive’s employment under the provisions of this Agreement shall be for a period commencing on the Effective Date and ending on December 31, 2018 (the “Term”); provided, however, that the Term shall automatically be extended thereafter for successive periods of one year unless, at least one hundred twenty (120) days prior to the expiration of the then current Term, either party shall have given written notice to the other of the intention not to extend the Term (a “Notice of Nonrenewal”); and provided, further, that if during the Term of this Agreement a Change of Control occurs, the Term of this Agreement shall be extended to the later of the original expiration date of the Term or the expiration of the Change of Control Period; and provided, further, that if the Company provides a Notice of Nonrenewal to the Executive in accordance with this Section 5 and terminates the Executive’s employment without Cause upon the expiration of the Term, then such termination shall be considered a termination of the Executive’s employment by the Company without Cause pursuant to Section 6.1.1(a) or 6.1.2(a), as applicable, for all purposes under this Agreement, including for purposes of the Company’s obligations to pay termination compensation in accordance with the terms of this Agreement.




IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement to be effective June 16, 2016.

Company:
 
 
CHESAPEAKE ENERGY CORPORATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ James R. Webb
 
 
 
 
Name:
James R. Webb
 
 
 
 
Title:
Executive Vice President - General Counsel and Corporate Secretary
 
 
 
 
 
 
 
 
 
 
 
 
Executive:
 
 
/s/ Robert D. Lawler
 
 
 
Robert D. Lawler
 
 
 
 
 
 



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