This excerpt taken from the CHK DEF 14A filed Apr 28, 2006.
Other Executive Officers
The Company has an employment agreement with Mr. Rowland that is in effect through September 30, 2006. It provides for an annual base salary of not less than $375,000. Mr. Rowlands employment agreement requires him to hold not less than 25,000 shares of the Companys common stock throughout the term of the agreement. Mr. Rowlands agreement provides for bonuses at the discretion of the Compensation Committee of the Board of Directors and eligibility for stock-based compensation and benefits, including an automobile allowance, club membership and personal accounting support. Mr. Rowlands employment agreement permits
him to continue to conduct oil and gas activities individually and through various related or family-owned entities, but prohibits him from acquiring, attempting to acquire or aiding another person in acquiring an interest in oil and gas exploration, development or production activities other than certain permitted activities without the Companys approval.
The Company also has employment agreements with Mr. Johnson and Ms. Burger in effect through September 30, 2006, with minimum annual base salaries of $230,000 for Mr. Johnson and $300,000 for Ms. Burger. Each agreement provides that the executive officer is eligible for bonuses, stock-based compensation and other benefits. The agreements require each executive to acquire and continue to hold at least 10,000 shares of the Companys common stock.
As a result of Mr. Wards resignation, Steven C. Dixon was appointed Executive Vice PresidentOperations and Chief Operating Officer effective February 13, 2006. The Company has an employment agreement with Mr. Dixon in effect through September 30, 2006 which provides for a minimum annual base salary of $325,000 and eligibility for bonuses, stock-based compensation and other benefits. Mr. Dixons agreement requires him to acquire and continue to hold at least 10,000 shares of the Companys common stock.
The Company may terminate any of its employment agreements with Messrs. Rowland, Dixon and Johnson and Ms. Burger at any time without cause; however, upon such termination each is entitled to continue to receive base compensation (defined as the executives base salary on the date of termination) and benefits for 180 days.
The employment agreements for Messrs. Rowland, Dixon and Johnson and Ms. Burger further provide that if, during the term of the agreement, there is a change of control, the executive officer will be entitled to a severance payment in an amount equal to 200% of the sum of (i) the executive officers base salary as of the date of the change of control and (ii) annual bonus compensation paid to the executive during the twelve month period immediately prior to the change of control. The right to such compensation is subject to the executive officers continued compliance with the terms of the employment agreement. The definition of change of control in these agreements is the same as the definition in Mr. McClendons employment agreement.