Common use of Change of Control Payment Clause in Contracts

Change of Control Payment. If, during the term of this Agreement, there is a Change of Control (as hereafter defined) the Executive will be entitled to a lump sum payment (the "Change of Control Payment") within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreement) in an amount equal to two hundred percent (200%) of: (a) the Executive's then current Base Salary under paragraph 4.1 of this Agreement and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, upon the occurrence of such a Change of Control all Equity Compensation granted to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will be paid in a lump sum contemporaneously with the Change of Control Payment. For the purpose of this Agreement, a "Change of Control" means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (i) the then outstanding shares of the Company's common stock (the "Outstanding CHK Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding CHK Voting Securities"). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by ▇▇. ▇▇▇▇▇▇ ▇. McClendon; (iv) any acquisition by any Executive benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 12, 2009, constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board of Directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding CHK Common Stock and Outstanding CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding CHK Common Stock and Outstanding CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any Executive benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control (as hereafter defined) Control” the Executive will be entitled to a lump sum payment (the "Change of Control Payment") within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreementotherwise) in an amount equal to two hundred percent (200%) of: (a) of the sum of the Executive's ’s then current Base Salary under paragraph 4.1 of this Agreement and (b) plus the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, upon The right to such compensation is subject to the occurrence Executive’s continued compliance with each of such the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted the unpaid amount will bear interest at the per annum rate equal to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will be paid in a lump sum contemporaneously with the Change of Control Paymenttwelve percent (12%). For the purpose of this Agreement, a "“Change of Control" ” means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "“Person"”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty twenty percent (3020%) or more of either (i) the then outstanding shares of the Company's common stock of the Company (the "“Outstanding CHK Company Common Stock"”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding CHK Company Voting Securities"”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by ▇▇Mssrs. ▇▇▇▇▇▇ ▇. McClendon▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇. ▇▇▇▇; (iv) any acquisition by any Executive employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 1215, 20092003, constitute the Board board of Directors directors (the "“Incumbent Board"”) cease for any reason to constitute at least a majority of the Board board of Directorsdirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's ’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "“Business Combination"”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's ’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any Executive employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty twenty percent (3020%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board board of Directors directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control (as hereafter defined) Control” the Executive will be entitled to a lump sum payment (the "Change of Control Payment") within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreementotherwise) in an amount equal to two hundred percent (200%) of: (a) the Executive's ’s then current Base Salary under paragraph 4.1 of this Agreement and (b) plus the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, upon The right to such compensation is subject to the occurrence Executive’s continued compliance with each of such the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted the unpaid amount will bear interest at the per annum rate equal to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will be paid in a lump sum contemporaneously with the Change of Control Paymenttwelve percent (12%). For the purpose of this Agreement, a "“Change of Control" ” means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "“Person"”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) 20% or more of either (i) the then outstanding shares of the Company's common stock of the Company (the "“Outstanding CHK Company Common Stock"”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding CHK Company Voting Securities"”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by ▇▇. ▇▇▇▇▇▇ ▇. McClendon; (iv) any acquisition by any Executive employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (viv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 12, 2009the date hereof, constitute the Board board of Directors directors (the "“Incumbent Board"”) cease for any reason to constitute at least a majority of the Board board of Directorsdirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's ’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "“Business Combination"”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) % of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's ’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any Executive employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board board of Directors directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change of Control Payment. If, during the term of this Agreement, there is a Change of Control (as hereafter defined) the Executive will be entitled to a lump sum payment (the "“Change of Control Payment"”) within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreement) in an amount equal to two hundred percent (200%) of: (a) the Executive's ’s then current Base Salary under paragraph 4.1 of this Agreement and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, upon the occurrence of such a Change of Control all Equity Compensation granted to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will be paid in a lump sum contemporaneously with the Change of Control Payment. For the purpose of this Agreement, a "“Change of Control" ” means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "“Person"”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (i) the then outstanding shares of the Company's ’s common stock (the "“Outstanding CHK Common Stock"”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding CHK Voting Securities"”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by ▇▇. ▇▇▇▇▇▇ ▇. McClendon; (iv) any acquisition by any Executive benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 12, 2009, constitute the Board of Directors (the "“Incumbent Board"”) cease for any reason to constitute at least a majority of the Board of Directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's ’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "“Business Combination"”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding CHK Common Stock and Outstanding CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's ’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding CHK Common Stock and Outstanding CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any Executive benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty percent (30%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control (as hereafter defined) Control” the Executive will be entitled to a lump sum payment (the "Change of Control Payment") within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreementotherwise) in an amount equal to two hundred percent (200%) of: (a) of the Executive's ’s then current Base Salary under paragraph 4.1 of this Agreement and (b) plus the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, upon The right to such compensation is subject to the occurrence Executive’s continued compliance with each of such the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted the unpaid amount will bear interest at the per annum rate equal to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will be paid in a lump sum contemporaneously with the Change of Control Paymenttwelve percent (12%). For the purpose of this Agreement, a "“Change of Control" ” means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) (a "“Person"”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty twenty percent (3020%) or more of either (i) the then outstanding shares of the Company's common stock of the Company (the "“Outstanding CHK Company Common Stock"”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "“Outstanding CHK Company Voting Securities"”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by ▇▇Mssrs. ▇▇▇▇▇▇ ▇. McClendon▇▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇. ▇▇▇▇; (iv) any acquisition by any Executive employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 1215, 20092003, constitute the Board board of Directors directors (the "“Incumbent Board"”) cease for any reason to constitute at least a majority of the Board board of Directorsdirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's ’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "“Business Combination"”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's ’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding CHK Company Common Stock and Outstanding CHK Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any Executive employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty twenty percent (3020%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board board of Directors directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.