Those terms will entitle McClendon to compensation including $34 million in accelerated vesting of restricted stock that he was awarded previously, and about $12 million in cash severance and benefits to be paid out over four years, the person said.
A retirement before Dec. 31 of this year, according to a May filing detailing severance terms, would have required McClendon to repay part of a special $75 million cash payment the company awarded him in 2008. The "clawback" would be worth about $11 million based on an April departure, according to a formula disclosed in the filing.
Based on the terms of a termination without cause, Chesapeake won't collect any clawbacks from McClendon in connection with his resignation, the person with knowledge of the matter said.
Chesapeake lagged U.S. energy producers such as Devon Energy in shifting rigs from gas fields to higher-profit oil prospects, leaving the company more vulnerable to slumping gas prices.
"You can be the smartest guys in the room, but you may be in the wrong room," McClendon said during a March interview in a restaurant on the company's Oklahoma City campus. "It's not enough to be the smartest guys in the room. Sometimes you have to be hungry, sometimes you have to be lucky, and you have to be open to change."
McClendon's fall from grace began in April after media reports spotlighted personal loans he obtained using minority stakes in company-owned wells that he had been allowed to gather for his private portfolio. Chesapeake stock lost 20 percent of its value that month as scrutiny of McClendon's personal transactions compounded the impact of free-falling prices on a company whose output was more than 80 percent gas.
Under an executive perk designed to align McClendon's personal interests with those of the company, the CEO acquired stakes as large as 2.5 percent in almost every well Chesapeake drilled during the past 24 years. McClendon took out loans backed by his well stakes to fund his portion of costs. At the end of 2011, he owed $846 million on those loans, the company reported on April 26.
Some of the loans came from companies that were involved in separate financial transactions with Chesapeake. The Internal Revenue Service and U.S. Securities and Exchange Commission began probes.
In addition to deposing McClendon from the chairmanship, Icahn and Hawkins installed new board members to intensify oversight of a management team that outspent cash flow in 19 of the past 21 years. Chesapeake said last year it would halt the well-investment program at the center of McClendon's loan portfolio next year rather than the original termination date at the end of 2015.
"Aubrey has every right to be proud of the company he has built, the world-class team of people at Chesapeake and the collection of assets he has assembled, which in my opinion, are the best portfolio of energy assets in the country," Icahn said in a statement yesterday.
McClendon raised more than $30 billion since 2008 selling burgeoning shale assets to companies including Exxon Mobil, Paris-based Total and Cnooc, China's largest offshore energy producer.
"I have the utmost confidence in you and the company's future and I will always treasure the time we have spent together building Chesapeake into the unique and dynamic company that it is today," McClendon said in his email to employees late Tuesday.