8-KMaterial Agreements

EXPAND ENERGY Corp 8-K Report, Material Agreement (Oct 7, 2004)

Filed October 7, 2004For Securities:EXEEXEELEXEEWEXEEZ

Summary

This Form 8-K filing by Chesapeake Energy Corporation on October 7, 2004, reports on the granting of stock options to its non-employee directors on October 1, 2004. Specifically, each of the five non-employee directors received options to purchase 12,500 shares of common stock at an exercise price of $16.08 per share, reflecting the closing price on the grant date. These options have a ten-year expiration from the grant date, or three years after termination of service, with provisions for earlier expiration if termination is for cause. Further details indicate that while the majority of the granted options (4,500 shares per director) are immediately exercisable, a portion (8,000 shares per director) is contingent upon shareholder approval. The options are generally non-transferable, with specific exceptions for transfers to ex-spouses via domestic relations orders or to immediate family members through trusts or partnerships. This information is primarily relevant to understanding executive compensation and potential future dilution for shareholders.

Key Highlights

  • 1Chesapeake Energy Corporation granted stock options to its five non-employee directors on October 1, 2004.
  • 2Each non-employee director received options to purchase 12,500 shares of common stock.
  • 3The exercise price for these options was set at $16.08 per share, which was the closing price on the grant date.
  • 4Options have a ten-year expiration from the grant date, or three years after termination of service, whichever is earlier.
  • 5A portion of the options (8,000 shares per director) requires shareholder approval.
  • 6The remaining 4,500 shares per director under the options are immediately exercisable.
  • 7The options have restrictions on transferability, with specified exceptions for domestic relations orders and immediate family members.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material event, specifically the grant of stock options to non-employee directors of Chesapeake Energy Corporation on October 1, 2004.

Each non-employee director received options to buy 12,500 shares at $16.08 per share. Some options (8,000 shares per director) need shareholder approval, while the rest (4,500 shares per director) are immediately exercisable. The options expire ten years from the grant date or three years after a director leaves, unless terminated for cause.

Yes, the options are generally non-transferable. However, they can be transferred to an ex-spouse under a qualified domestic relations order, or to immediate family members (spouse, children, grandchildren) through a trust or a partnership where such family members are the sole partners.

Setting the exercise price at the closing market price on the grant date is a common practice for stock options. It means the options are granted 'at-the-money,' so directors will only profit if the stock price increases above $16.08 per share.