8-KLeadership ChangesMaterial AgreementsExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Material Agreement (Feb 15, 2006)

Filed February 15, 2006For Securities:EXEEXEELEXEEWEXEEZ

Summary

This Form 8-K filing from Chesapeake Energy Corporation (CHK) on February 15, 2006, announces significant changes in its senior leadership. Tom L. Ward, a co-founder and the President and Chief Operating Officer, has resigned from all positions, effective February 10, 2006. The resignation is accompanied by a Resignation Agreement that includes a six-month consulting period for Mr. Ward, during which he will receive support staff and aircraft access, valued at up to $400,000. Importantly, all of Mr. Ward's unvested stock options and restricted stock immediately vested upon his resignation, representing approximately $54 million in value, with a deadline of May 10, 2006, to exercise these options. In connection with Mr. Ward's departure, Steven C. Dixon has been appointed as the new Executive Vice President – Operations and Chief Operating Officer, effective February 13, 2006. Mr. Dixon's annual salary has been set at $625,000, effective February 15, 2006. The filing also details the termination of Mr. Ward's previous employment agreement and outlines non-competition clauses, including restrictions on acquiring oil and gas interests and soliciting employees. Mr. Ward's participation in the Founder Well Participation Program will also terminate in six months, while Mr. McClendon's remains unaffected.

Key Highlights

  • 1Tom L. Ward, co-founder and COO, resigned from all positions with Chesapeake Energy.
  • 2Mr. Ward will serve as a consultant for six months, receiving support staff and aircraft access (estimated value up to $400,000).
  • 3All of Tom L. Ward's unvested stock options and restricted stock immediately vested upon resignation, valued at approximately $54 million.
  • 4Steven C. Dixon appointed as the new Executive Vice President – Operations and Chief Operating Officer.
  • 5Steven C. Dixon's annual salary increased to $625,000.
  • 6Mr. Ward is subject to a six-month non-competition agreement impacting oil and gas interest acquisition and employee solicitation.
  • 7Mr. Ward's participation in the Founder Well Participation Program will cease in six months.

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