Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Chief Executive Officer Separation

On April 27, 2021, the Board of Directors (the "Board") of Chesapeake Energy Corporation (the "Company") and Robert D. Lawler reached an agreement that Mr. Lawler will no longer serve in his position as President and Chief Executive Officer of the Company and as a director on the Board.

The Board treated Mr. Lawler's departure from the Company as a termination without "cause" pursuant to his employment agreement, dated as of May 20, 2013, as amended on June 16, 2016 and December 31, 2018 by and between the Company and Mr. Lawler, and the Company entered into that certain Severance Agreement, dated April 26, 2021, by and between the Company and Mr. Lawler (the "Severance Agreement"). Under the Severance Agreement, Mr. Lawler will cease to serve as President and Chief Executive Officer of the Company and as a director on the Board, in each case, effective as of April 30, 2021. Mr. Lawler is entitled to receive the severance benefits set forth in the Employment Agreement and memorialized in the Severance Agreement, subject to the satisfaction of the release conditions contained therein.

The foregoing description of the terms and conditions of the Severance Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Appointment of Interim Chief Executive Officer

On April 26, 2021, the Board appointed Michael Wichterich as Interim Chief Executive Officer of the Company, effective April 30, 2021. There are no transactions between the Company and Mr. Wichterich that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Wichterich and any other persons pursuant to which he was appointed as a director of the Company. Mr. Wichterich will continue to serve as Chair of the Board while serving as Interim Chief Executive Officer. During the period Mr. Wichterich serves as both the Interim Chief Executive Officer and Chair of the Board, Matt Gallagher, the Chair of the Board's Nominating and Governance Committee, will serve as Lead Independent Director.

In connection with his appointment, the Company entered into a letter agreement with Mr. Wichterich (the "Interim CEO Agreement"). Pursuant to the Interim CEO Agreement, during the period in which Mr. Wichterich serves as Interim Chief Executive Officer, he will receive a salary at the rate of (a) $61,250.00 per month through July 31, 2021 and (b) $204,583.33 per month thereafter. In addition, in consideration for Mr. Wichterich's services as Interim Chief Executive Officer, he will receive an award of performance share units with a grant date value of $430,000 that will generally become vested if, on any date prior to March 1, 2024, the 60-day volume weighted average price of the Company's common stock equals or exceeds $55. The foregoing description of the terms and conditions of the Interim CEO Agreement does not purport to be complete and is qualified in its entirety by the full text of the Interim CEO Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Amendment to 2021 Long Term Incentive Plan

On April 26, 2021, the Board approved an amendment to the Chesapeake Energy Corporation 2021 Long Term Incentive Plan to clarify that the limits on awards for non-employee directors in the plan only apply to awards granted in respect of service on the Board. A copy of the amendment is attached hereto as Exhibit 10.3.

Item 7.01 Regulation FD Disclosure

On April 27, 2021, the Company issued a press release entitled "Chesapeake Energy Corporation Announces Departure of Chief Executive Officer and Appointment of Interim Chief Executive Officer," a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits



Exhibit
 No.       Description
  10.1       Agreement by and between Robert D. Lawler and the Company, dated April
           27, 2021.
  10.2       Interim CEO Agreement by and between Michael Wichterich and the
           Company, dated April 27, 2021.
  10.3       Amendment to the Chesapeake Energy Corporation 2021 Long Term
           Incentive Plan.
  99.1       Press Release, dated April 27, 2021.
  104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

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