Employment Agreement - Chesapeake Energy Corp. and Martha A. Burger
EMPLOYMENT AGREEMENT
between
MARTHA A. BURGER
and
CHESAPEAKE ENERGY CORPORATION
Effective July 1, 1997
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TABLE OF CONTENTS
Page
----
1. Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Executive's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Specific Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Supervision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Stock Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Executive's Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.1 Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.2 Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.3 Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.4 Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.4.1 Vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.4.2 Membership Dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.4.3 Compensation Review . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.1 Termination by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.1.1 Termination without Cause . . . . . . . . . . . . . . . . . . . . 4
6.1.2 Termination for Cause . . . . . . . . . . . . . . . . . . . . . . 4
6.1.3 Termination After Change in Control . . . . . . . . . . . . . . . 5
6.2 Termination by Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.3 Incapacity of Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.4 Death of Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.5 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. Proprietary Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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TABLE OF CONTENTS (continued)
10. Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.1 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.4 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11.6 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11.7 Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11.8 Supersession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective July 1, 1997, between CHESAPEAKE
ENERGY CORPORATION, an Oklahoma corporation (the "Company"), and MARTHA A.
BURGER, an individual (the "Executive") and replaces and supersedes that
certain Employment Agreement between Company and Executive dated July 1, 1995.
W I T N E S S S E T H:
WHEREAS, the Company desires to retain the services of the Executive
and the Executive desires to make the Executive's services available to the
Company.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the Company and the Executive agree as follows:
1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts such employment subject to the terms and conditions
contained in this Agreement. The Executive is engaged as an employee of the
Company, and the Executive and the Company do not intend to create a joint
venture, partnership or other relationship which might impose a fiduciary
obligation on the Executive or the Company in the performance of this
Agreement.
2. Executive's Duties. The Executive is employed on a full-time basis.
Throughout the term of this Agreement, the Executive will use the Executive's
best efforts and due diligence to assist the Company in achieving the most
profitable operation of the Company and the Company's affiliated entities
consistent with developing and maintaining a quality business operation.
2.1 Specific Duties. The Executive will serve as Treasurer and
Director of Human Resources for the Company. The Executive
will perform all of the services required to fully and
faithfully execute the office and position to which the
Executive is appointed and such other services as may be
reasonably requested by the Executive's supervisor. During
the term of this Agreement, the Executive may be nominated
for election or appointed to serve as a director or officer
of the Company's subsidiaries as determined in the board of
directors' sole discretion.
2.2 Supervision. The services of the Executive will be
requested and directed by the Vice President - Finance and
Chief Financial Officer, Mr. Marcus C. Rowland.
2.3 Rules and Regulations. The Company currently has an
Employment Policies Manual which addresses frequently asked
questions regarding the
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Company. The Executive agrees to comply with the Employment
Policies Manual except to the extent inconsistent with this
Agreement. The Employment Policies Manual is subject to
change without notice in the sole discretion of the Company
at any time.
2.4 Stock Investment. For each calendar year during which this
Agreement is in effect, the Executive agrees to hold shares
of the Company's common stock having aggregate Investment
Value equal to ten percent (10%) of the compensation paid to
the Executive under paragraphs 4.1 and 4.2 of this Agreement
during such calendar year. For purposes of this section,
the "Investment Value" of each share of stock will be the
higher of either (a) the price paid by the Executive for
such share as part of an open market purchase; or (b) the
fair market value on the date of exercise for shares
acquired through the exercise of employee stock options.
Any shares of common stock acquired by the Executive prior
to the date of this Agreement and still owned by the
Executive during the term of this Agreement may be used to
satisfy this requirement to acquire common stock. The
Investment Value for previously acquired stock shall be
calculated using the average stock price during the first
six months of this Agreement.
The stock acquired or owned pursuant to this paragraph 2.4
must be held by the Executive at all times during the
Executive's employment by the Company or the Company's
affiliated entities. In order to administer this provision,
the Executive agrees to return to the Company's Chief
Executive Officer a semi-annual report of purchases and
ownership in a form prepared by the Company. This paragraph
will become null and void if the Company's common stock
ceases to be listed on the New York Stock Exchange or on the
National Association of Securities Dealers Automated
Quotation System. The Company has no obligation to sell or
to purchase from the Executive any of the Company's stock in
connection with this paragraph 2.4 and has made no
representations or warranties regarding the Company's stock,
operations or financial condition.
3. Other Activities. Unless the Executive has obtained the prior written
approval of the board of directors of the Company, the Executive will not: (a)
engage in business independent of the Executive's employment by the Company;
(b) serve as an officer, general partner or member in any corporation,
partnership, company, or firm; (c) directly or indirectly invest in,
participate in or acquire an interest in any oil and gas business, including,
without limitation, (i) producing oil and gas, (ii) drilling, owning or
operating oil and gas leases or wells, (iii) providing services or materials to
the oil and gas industry, (iv) marketing or refining oil or gas, or (v) owning
any interest in any corporation, partnership, company or entity which conducts
any of the foregoing activities. The limitation in this paragraph 3 will not
prohibit an investment by the Executive in publicly traded securities; or the
continued direct ownership and operation of oil and gas interests and leases to
the extent such interests were owned by the Executive on July 1, 1995. The
Executive agrees not to directly
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or indirectly acquire any additional oil and gas interests or increase
ownership of any oil and gas interests owned by the Executive on July 1, 1995.
4. Executive's Compensation. The Company agrees to compensate the
Executive as follows:
4.1 Base Salary. A base salary (the "Base Salary"), at the
initial annual rate of not less than One Hundred Ten Thousand
Dollars ($110,000.00), will be paid to the Executive in
equal semi-monthly installments beginning July 15, 1997
during the term of this Agreement.
4.2 Bonus. In addition to the Base Salary described at
paragraph 4.1 of this Agreement, the Company may
periodically pay bonus compensation to the Executive. Any
bonus compensation will be at the absolute discretion of the
Company in such amounts and at such times as the board of
directors of the Company may determine.
4.3 Stock Options. In addition to the compensation set forth in
paragraphs 4.1 and 4.2 of this Agreement, the Executive may
periodically receive grants of stock options from the
Company's various stock option plans, subject to the terms
and conditions thereof.
4.4 Benefits. The Company will provide the Executive such
retirement benefits, reimbursement of reasonable
expenditures for dues, travel and entertainment and such
other benefits as are customarily provided by the Company
and as are set forth in the Company's Employment Policies
Manual. The Company will also provide the Executive the
opportunity to apply for coverage under the Company's
medical, life and disability plans, if any. If the
Executive is accepted for coverage under such plans, the
Company will provide such coverage on the same terms as is
customarily provided by the Company to the plan participants
as modified from time to time. The following specific
benefits will also be provided to the Executive at the
expense of the Company:
4.4.1 Vacation. The Executive will be entitled to
take three (3) weeks of paid vacation each
twelve months during the term of this Agreement.
No additional compensation will be paid for
failure to take vacation and no vacation may be
carried forward from one twelve month period to
another.
4.4.2 Membership Dues. The Company will reimburse the
Executive for: (a) the monthly dues necessary to
maintain a full membership in a country club in
the Oklahoma City area selected by the Executive
in an amount not to exceed Five Hundred Dollars
($500.00) per
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month; and (b) the reasonable cost of any
qualified business entertainment at such country
club. All other costs, including, without
implied limitation, any initiation costs,
initial membership costs, personal use and
business entertainment unrelated to the Company
will be the sole obligation of the Executive and
the Company will have no liability with respect
to such amounts.
4.4.3 Compensation Review. The compensation of the
Executive will be reviewed not less frequently
than annually by the board of directors of the
Company.
5. Term. The employment relationship evidenced by this Agreement is an
"at will" employment relationship and the Company reserves the right to
terminate the Executive at any time with or without cause. In the absence of
such termination, this Agreement will extend for a term of three (3) years
commencing on July 1, 1997, and ending on June 30, 1999 (the "Expiration
Date").
6. Termination. This Agreement will continue in effect until the
expiration of the term stated at paragraph 5 of this Agreement unless earlier
terminated pursuant to this paragraph 6.
6.1 Termination by Company. The Company will have the following
rights to terminate this Agreement:
6.1.1 Termination without Cause. The Company may
terminate this Agreement without cause at any
time by the service of written notice of
termination to the Executive specifying an
effective date of such termination not sooner
than sixty (60) business days after the date of
such notice (the "Termination Date"). In the
event the Executive is terminated without cause,
or the Company elects not to renew the contract,
the Executive will receive as termination
compensation: (a) Base Salary for a period of
ninety (90) days; (b) any benefits payable by
operation of paragraph 4.4 of this Agreement;
and (c) any vacation pay accrued through the
Termination Date. The termination compensation
in (a) shall be paid only if the Executive
executes the Company's standard termination
agreement releasing all legally waivable claims
arising from the Executive's employment.
6.1.2 Termination for Cause. The Company may
terminate this Agreement for cause if the
Executive: (a) misappropriates the property of
the Company or commits any other act of
dishonesty; (b) engages in personal misconduct
which materially injures the Company; (c)
willfully violates any law or regulation
relating to the
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business of the Company which results in injury
to the Company; or (d) willfully and repeatedly
fails to perform the Executive's duties
hereunder. In the event this Agreement is
terminated for cause, the Company will not have
any obligation to provide any further payments
or benefits to the Executive after the effective
date of such termination.
6.1.3 Termination After Change in Control. If, during
the term of this Agreement, there is a "Change
of Control" and within one (1) year thereafter:
(a) this Agreement expires and is not extended;
or (b) the Executive is terminated other than
under paragraphs 6.1.2, 6.3 or 6.4 based on
adequate grounds; or (c) the Executive resigns
as a result of a reassignment of duties
inconsistent with the Executive's position, a
reduction in the Executive's then current
compensation under paragraph 4 of this
Agreement, or a required relocation more than 25
miles from the Executive's then current place of
employment, then the Executive will be entitled
to a severance payment (in addition to any other
amounts payable to the Executive under this
Agreement or otherwise) in an amount equal to
twelve (12) months of Base Salary as set forth
in paragraph 4.1 of this Agreement. The term
"Change of Control" means any action of a nature
that would be required to be reported in
response to Item 6(e) of Schedule 14A of
Regulation 14A under the Securities Exchange Act
of 1934 with respect to the Company including,
without limitation (i) the direct or indirect
acquisition by any person after the date hereof
of beneficial ownership of the right to vote or
securities of the Company representing the right
to vote thirty five percent (35%) or more of the
combined voting power of the Company's then
outstanding securities having the right to vote
for the election of directors, or (ii) within
two years of a tender offer or exchange offer
for the voting stock of the Company or as a
result of a merger, consolidation, sale of
assets or contested election (or any combination
of the foregoing), a majority of the members of
the Company's board of directors is replaced by
directors who were not nominated and approved by
the board of directors.
6.2 Termination by Executive. The Executive may voluntarily
terminate this Agreement with or without cause by the
service of written notice of such termination to the Company
specifying an effective date of such termination thirty (30)
days after the date of such notice, during which time
Executive may use remaining accrued vacation days, or at the
Company's option, be paid for such days. In the event this
Agreement is terminated by the Executive, neither the
Company nor the Executive will have any further obligations
hereunder including, without limitation, any obligation of
the
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Company to provide any further payments or benefits to the
Executive after the effective date of such termination.
6.3 Incapacity of Executive. If the Executive suffers from a
physical or mental condition which in the reasonable
judgment of the Company's management prevents the Executive
in whole or in part from performing the duties specified
herein for a period of three (3) consecutive months, the
Executive may be terminated. Although the termination shall
be deemed as a termination with cause, any compensation
payable under paragraph 4 of this Agreement will be
continued for ninety (90) days. Notwithstanding the
foregoing, the Executive's Base Salary specified in
paragraph 4.1 of this Agreement will be reduced by any
benefits payable under any disability plans.
6.4 Death of Executive. If the Executive dies during the term
of this Agreement, the Company may thereafter terminate this
Agreement without compensation to the Executive's estate
except: (a) the obligation to continue the Base Salary
payments under paragraph 4.1 of this Agreement for ninety
(90) days; and (b) the benefits described in paragraph 4.4
of this Agreement accrued through the effective date of such
termination.
6.5 Effect of Termination. The termination of this Agreement
will terminate all obligations of the Executive to render
services on behalf of the Company, provided that the
Executive will maintain the confidentiality of all
information acquired by the Executive during the term of her
employment in accordance with paragraph 7 of this Agreement.
Except as otherwise provided in paragraph 6 of this
Agreement, no accrued bonus, severance pay or other form of
compensation will be payable by the Company to the Executive
by reason of the termination of this Agreement. All keys,
entry cards, credit cards, files, records, financial
information, furniture, furnishings, equipment, supplies and
other items relating to the Company will remain the property
of the Company. The Executive will have the right to retain
and remove all personal property and effects which are owned
by the Executive and located in the offices of the Company.
All such personal items will be removed from such offices no
later than two (2) days after the effective date of
termination, and the Company is hereby authorized to discard
any items remaining and to reassign the Executive's office
space after such date. Prior to the effective date of
termination, the Executive will render such services to the
Company as might be reasonably required to provide for the
orderly termination of the Executive's employment.
7. Confidentiality. The Executive recognizes that the nature of the
Executive's services are such that the Executive will have access to
information which constitutes trade secrets,
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is of a confidential nature, is of great value to the Company or is the
foundation on which the business of the Company is predicated. The Executive
agrees not to disclose to any person other than the Company's employees or the
Company's legal counsel nor use for any purpose, other than the performance of
this Agreement, any confidential information ("Confidential Information").
Confidential Information includes data or material (regardless of form) which
is: (a) a trade secret; (b) provided, disclosed or delivered to Executive by
the Company, any officer, director, employee, agent, attorney, accountant,
consultant, or other person or entity employed by the Company in any capacity,
any customer, borrower or business associate of the Company or any public
authority having jurisdiction over the Company of any business activity
conducted by the Company; or (c) produced, developed, obtained or prepared by
or on behalf of Executive or the Company (whether or not such information was
developed in the performance of this Agreement) with respect to the Company or
any assets oil and gas prospects, business activities, officers, directors,
employees, borrowers or customers of the foregoing. However, Confidential
Information shall not include any information, data or material which at the
time of disclosure or use was generally available to the public other than by a
breach of this Agreement, was available to the party to whom disclosed on a
non-confidential basis by disclosure or access provided by the Company or a
third party, or was otherwise developed or obtained independently by the person
to whom disclosed without a breach of this Agreement. On request by the
Company, the Company will be entitled to a copy of any Confidential Information
in the possession of the Executive. The Executive also agrees that the
provisions of this paragraph 7 will survive the termination, expiration or
cancellation of this Agreement for a period of five (5) years. The Executive
will deliver to the Company all originals and copies of the documents or
materials containing Confidential Information. For purposes of paragraphs 7,
8, and 9 of this Agreement, the Company expressly includes any of the Company's
affiliated corporations, partnerships or entities.
8. Noncompetition. For a period of twelve (12) months after Executive is
no longer employed by the Company as a result of either the resignation by the
Executive pursuant to paragraph 6.2 above, or Termination for Cause pursuant to
paragraph 6.1.2 above, Executive will not: (a) acquire, attempt to acquire or
aid another in the acquisition or attempted acquisition of an interest in oil
and gas assets, oil and gas production, oil and gas leases, mineral interests,
oil and gas wells or other such oil and gas exploration, development or
production activities within five (5) miles of any operations or ownership
interests of the Company or its affiliated corporations, partnerships or
entities, provided, however, this provision shall not apply to acquisitions
within said five (5) mile radius of assets or activities of a successor entity
resulting from a "Change in Control" as described in paragraph 6.1.3., which
assets were owned or activities were being conducted (1) prior to the date of
such Change in Control, or (2) after such Change in Control but for which the
Executive had no material responsibility; and (b) for the Executive's own
account or for the benefit of another party solicit, induce, entice or attempt
to entice any employee, contractor, customer, vendor or subcontractor to
terminate or breach any relationship with the Company or the Company's
affiliates. The Executive further agrees that the Executive
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will not circumvent or attempt to circumvent the foregoing agreements by any
future arrangement or through the actions of a third party.
9. Proprietary Matters. The Executive expressly understands and agrees
that any and all improvements, inventions, discoveries, processes or know-how
that are generated or conceived by the Executive during the term of this
Agreement, whether generated or conceived during the Executive's regular
working hours or otherwise, will be the sole and exclusive property of the
Company. Whenever requested by the Company (either during the term of this
Agreement or thereafter), the Executive will assign or execute any and all
applications, assignments and or other instruments and do all things which the
Company deems necessary or appropriate in order to permit the Company to: (a)
assign and convey or otherwise make available to the Company the sole and
exclusive right, title, and interest in and to said improvements, inventions,
discoveries, processes, know-how, applications, patents, copyrights, trade
names or trademarks; or (b) apply for, obtain, maintain, enforce and defend
patents, copyrights, trade names, or trademarks of the United States or of
foreign countries for said improvements, inventions, discoveries, processes or
know-how. However, the improvements, inventions, discoveries, processes or
know-how generated or conceived by the Executive and referred to above (except
as they may be included in the patents, copyrights or registered trade names or
trademarks of the Company, or corporations, partnerships or other entities
which may be affiliated with the Company) shall not be exclusive property of
the Company at any time after having been disclosed or revealed or have
otherwise become available to the public or to a third party on a
non-confidential basis other than by a breach of this Agreement, or after they
have been independently developed or discussed without a breach of this
Agreement by a third party who has no obligation to the Company or its
affiliates.
10. Arbitration. The parties will attempt to promptly resolve any dispute
or controversy arising out of or relating to this Agreement or termination of
the Executive by the Company. Any negotiations pursuant to this paragraph 10
are confidential and will be treated as compromise and settlement negotiations
for all purposes. If the parties are unable to reach a settlement amicably,
the dispute will be submitted to binding arbitration before a single arbitrator
in accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association. The arbitrator will be instructed and empowered to
take reasonable steps to expedite the arbitration and the arbitrator's judgment
will be final and binding upon the parties subject solely to challenge on the
grounds of fraud or gross misconduct. Except for damages arising out of a
breach of paragraphs 7, 8 or 9 of this Agreement, the arbitrator is not
empowered to award total damages (including compensatory damages) which exceed
300% of compensatory damages and each party hereby irrevocably waives any
damages in excess of that amount. The arbitration will be held in Oklahoma
County, Oklahoma. Judgment upon any verdict in arbitration may be entered in
any court of competent jurisdiction and the parties hereby consent to the
jurisdiction of, and proper venue in, the federal and state courts located in
Oklahoma County, Oklahoma. Each party will bear its own costs in connection
with the arbitration and the costs of the arbitrator will be borne by the party
who the arbitrator determines did not prevail in the matter. Unless otherwise
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expressly set forth in this Agreement, the procedures specified in this
paragraph 10 will be the sole and exclusive procedures for the resolution of
disputes and controversies between the parties arising out of or relating to
this Agreement. Notwithstanding the foregoing, a party may seek a preliminary
injunction or other provisional judicial relief if in such party's judgment
such action is necessary to avoid irreparable damage or to preserve the status
quo.
11. Miscellaneous. The parties further agree as follows:
11.1 Time. Time is of the essence of each provision of this
Agreement.
11.2 Notices. Any notice, payment, demand or communication
required or permitted to be given by any provision of this
Agreement will be in writing and will be deemed to have been
given when delivered personally or by telefacsimile to the
party designated to receive such notice, or on the date
following the day sent by overnight courier, or on the third
(3rd) business day after the same is sent by certified mail,
postage and charges prepaid, directed to the following
address or to such other or additional addresses as any
party might designate by written notice to the other
party:
To the Company: Chesapeake Energy Corporation
Post Office Box 18496
Oklahoma City, OK 73154-0496
Attn: Aubrey K. McClendon
To the Executive: Ms. Martha A. Burger
3005 Red Oak Rd.
Oklahoma City, OK 73120
11.3 Assignment. Neither this Agreement nor any of the parties'
rights or obligations hereunder can be transferred or
assigned without the prior written consent of the other
parties to this Agreement.
11.4 Construction. If any provision of this Agreement or the
application thereof to any person or circumstances is
determined, to any extent, to be invalid or unenforceable,
the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to
which the same is held invalid or unenforceable, will not be
affected thereby, and each term and provision of this
Agreement will be valid and enforceable to the fullest
extent permitted by law. This Agreement is intended to be
interpreted, construed and enforced in accordance with the
laws of the State of Oklahoma and any litigation relating to
this Agreement will be conducted in a court of competent
jurisdiction sitting in Oklahoma County, Oklahoma.
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11.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the
subject matter herein contained, and no modification hereof
will be effective unless made by a supplemental written
agreement executed by all of the parties hereto.
11.6 Binding Effect. This Agreement will be binding on the
parties and their respective successors, legal
representatives and permitted assigns. In the event of a
merger, consolidation, combination, dissolution or
liquidation of the Company, the performance of this
Agreement will be assumed by any entity which succeeds to or
is transferred the business of the Company as a result
thereof.
11.7 Attorneys' Fees. If any party institutes an action or
proceeding against any other party relating to the
provisions of this Agreement or any default hereunder, the
unsuccessful party to such action or proceeding will
reimburse the successful party therein for the reasonable
expenses of attorneys' fees and disbursements and litigation
expenses incurred by the successful party.
11.8 Supersession. On execution of this Agreement by the Company
and the Executive, the relationship between the Company and
the Executive will be bound by the terms of this Agreement
and the Employment Policies Manual and not by any other
agreements or otherwise. In the event of a conflict between
the Employment Policies Manual and this Agreement, this
Agreement will control in all respects.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective the date first above written.
CHESAPEAKE ENERGY CORPORATION, an
Oklahoma corporation
By: /s/ AUBREY K. MCCLENDON
------------------------------------
Aubrey K. McClendon, Chief Executive Officer
(the "Company")
By: /s/ MARTHA A. BURGER
------------------------------------
Martha A. Burger, Individually
(the "Executive")
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