Chesapeake Energy Corporation Non-Employee Director Compensation Policy (Effective July 1, 2005)
Chesapeake Energy Corporation has set compensation terms for its non-employee directors, effective July 1, 2005. Non-employee directors will receive a $25,000 annual retainer paid quarterly, plus fees for attending board meetings—$10,000 for in-person attendance and $2,500 for telephonic participation, with a maximum of $60,000 per year for meeting attendance. Additionally, each director will receive 12,500 restricted shares of company stock annually, with one-quarter vesting immediately and the remainder vesting over three years.
Exhibit 10.4
Non-Employee Director Compensation
Based on its annual review of director compensation, on June 10, 2005, Chesapeake Energy Corporation’s Board of Directors approved the annual compensation of its non-employee directors effective July 1, 2005 as follows: (1) $25,000 annual retainer to be paid in quarterly installments on the first business day of each calendar quarter; (2) $10,000 and $2,500 payable for each board meeting attended in person and telephonically, respectively, not to exceed $60,000 per year for board meetings attended; and (3) 12,500 restricted shares of Chesapeake’s common stock to be issued on the first business day in July of each year. One-quarter (1/4) of each restricted stock award will vest immediately upon award with the remaining three-quarters (3/4) of the award to vest ratably over the next three years following the date of the award.
