(b) Current Term. Subject to Paragraph 2(c), the Current Term of this Agreement shallextend for one (1) year commencing on January          , 2011. The Current Term is subject to extensionin accordance with the provisions of Paragraph 15 of this Agreement.(c) Extended Term. Upon the occurrence of a Change in Control (as defined inParagraph 2(d)), the Current Term shall end and the Term of this Agreement shall thereuponautomatically be extended, commencing on the date of such Change in Control, for the shorter ofthree (3) years or the period until Executive attains the earliest age, if any, at which hercompulsory retirement is permitted under Section 12(c) of the Age Discrimination in Employment Actof 1967, as amended, 29 U.S.C. § 631(c), or any successor provision thereto (such extendedthree-year or shorter term constituting the “Extended Term”).(d) Change In Control. For the purposes of this Agreement, “Change in Control” shallmean a change in the control of the Company during the Term of this Agreement, which shall bedeemed to have occurred upon the first of the following events:(i) any one person, or group of owners of another corporation who actingtogether through a merger, consolidation, purchase, acquisition of stock or the like(a “Group”), acquires ownership of stock of the Company (or a majority-controlledsubsidiary of the Company) that, together with the stock held by such person orGroup, constitutes more than fifty percent (50%) of the total fair market value ortotal voting power of the stock of the Company. However, if such person or Group isconsidered to own more than fifty percent (50%) of the total fair market value ortotal voting power of the stock of the corporation before this transfer of theCompany’s stock, the acquisition of additional stock by the same person or Groupshall not be considered to cause a Change in Control of the Company; or(ii) any one person or Group acquires (or has acquired during the twelve (12)month period ending on the date of the most recent acquisition by such person orpersons) ownership of stock of the Company (or a majority-controlled subsidiary ofthe Company) possessing thirty-five percent (35%) or more of the total voting powerof the stock of the Company where such person or Group is not merely acquiringadditional control of the Company; or(iii) a majority of members of the Company’s Board (other than the Board of amajority-controlled subsidiary of the Company) is replaced during any twelve (12)month period by directors whose appointment or election is not endorsed by amajority of the members of the Company’s Board prior to the date of the appointmentor election; orInitials           
 
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(iv) any one person or Group acquires (or has acquired during the twelve(12) month period ending on the date of the most recent acquisition by suchperson or Group) assets from the Company (or a majority-controlled subsidiary of theCompany) that have a total gross fair market value equal to or more than fortypercent (40%) of the total fair market value of all assets of the Companyimmediately prior to such acquisition or acquisitions. For this purpose, gross fairmarket value means the value of the assets of the Company, or the value of theassets being disposed of, determined without regard to any liabilities associatedwith such assets. A transfer of assets by the Company will not result in a Changein Control if the assets are transferred to:(A) a stockholder of the Company (immediately before the asset transfer) inexchange for or with respect to its stock;(B) an entity, fifty percent (50%) or more of the total value or voting powerof which is owned, directly or indirectly, by the Company immediately after thetransfer of assets;(C) a person or Group that owns, directly or indirectly, fifty percent (50%) ormore of the total value or voting power of all the outstanding stock of the Company;or(D) an entity, at least fifty percent (50%) of the total value or voting powerof which is owned directly or indirectly, by a person described in subparagraph(d)(i), above.However, no Change in Control shall be deemed to have occurred with respect to the Executive byreason of (1) any event involving a transaction in which the Executive or a group of persons orentities with which the Executive acts in concert, acquires, directly or indirectly, more thanthirty percent (30%) of the Common Stock of the business or assets of the Company; (2) any eventinvolving or arising out of a proceeding under Title 11 of the United States Code (or theprovisions of any future United States bankruptcy law), or an assignment for the benefit ofcreditors or an insolvency proceeding under state or local law; or (3) any event constitutingapproval by the Company’s stockholders of a merger or consolidation if a majority of the groupconsisting of the president and vice-presidents of the Company who are parties to agreementsconferring rights upon a Change in Control shall have agreed in writing prior to the approval thatthe approval shall not be deemed to constitute a Change in Control.3. Time. Executive agrees to devote all reasonable full time and best efforts for thebenefit of the Company and any subsidiary of the Company, and not to serve any other businessenterprise or organization in any capacity during the Term of this Agreement without the priorwritten consent of the Company, which consent shall not be unreasonably withheld.4. Office.(a) Current Term. During the Current Term, the Executive shall serve as the VicePresident — Strategic Development of the Company and the parties agree that the Company shallelect the Executive to this office, on an annual basis if necessary, during the Current Term ofthis Agreement.Initials           
 
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(b) Extended Term. During the Extended Term of this Agreement the Executive shallhold and perform an office with the responsibility, importance and scope within the Company atleast equal to that of the office described and contemplated in Paragraph 1. Further, Executive’soffice shall be located in Dover, Delaware, and Executive shall not be required, without herwritten consent, to change her office location or to be absent therefrom on business for more thansixty (60) working days in any year.5. Compensation and Benefits.(a) Base Compensation; Current Term. The Company shall compensate Executive for herservices hereunder during the Current Term at a rate of $185,000 per annum, or such amount as theBoard may from time to time determine (“Base Compensation”), payable in installments on theCompany’s regular payroll dates for salaried executives. The Base Compensation rate shall bereviewed annually and may be increased or decreased, from time to time, provided, however, thatBase Compensation shall only be decreased by the Board on a good faith basis and with reasonablejustification for the same, and provided further, that in the event of a Change in Control, BaseCompensation shall not be decreased.(b) Base Compensation; Extended Term. During the Extended Term, the Company shallcompensate Executive for her services hereunder at a rate per annum, payable in installments on theCompany’s regular payroll dates for salaried executives, equal to her Base Compensation at the timethe Extended Term commences, increased, but not decreased:(i) effective on each anniversary of the date of this Agreement during theExtended Term by an amount equal to the product of such Base Compensation times theincrease in the preceding calendar year of the Consumer Price Index for Urban WageEarners and Clerical Workers for the Philadelphia metropolitan region as reported bythe U.S. Department of Labor (or, if such index is no longer reported, thecorresponding increase in a comparable index); and(ii) by such additional amounts as the Board may determine from time to timebased, in part, on an annual review of the Executive’s compensation and performance.Initials           
 
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(c) Incentive Plans. During the Term of this Agreement, Executive shall be entitledto participate in all bonus, incentive compensation and performance based compensation plans, andother similar policies, practices, programs and arrangements of the Company, now in effect oras hereafter amended or established, on a basis that is commensurate with her position and no lessfavorable than those generally applicable or made available to other executives of the Company.The Executive’s participation shall be in accordance with the terms and provisions of such plansand programs. Participation shall include, but not be limited to:(i) Chesapeake Utilities Corporation Performance Incentive Plan.Executive shall be eligible for an incentive compensation award equal to 3,200shares of the Company’s common stock as granted on an annual basis by the Boardduring the Term of this Agreement.(ii) Chesapeake Utilities Corporation Cash Bonus Incentive Plan.Executive shall be eligible for a minimum cash bonus award equal to 25 percent (25%)of Base Compensation as determined on an annual basis by the Board during the Termof this Agreement.(d) Retirement Plans. During the Term of this Agreement, Executive shall be entitledto participate in all profit-sharing, savings and retirement benefit plans, plans that aresupplemental to any tax-qualified savings and retirement plans, and other similar policies,practices, programs and arrangements of the Company, now in effect or as hereafter amended orestablished, on a basis that is commensurate with her position and no less favorable than thosegenerally applicable or made available to other executives of the Company. The Executive’sparticipation shall be in accordance with the terms and provisions of such plans and programs.(e) Welfare Benefits. During the Term of this Agreement, Executive, and her family,as applicable, shall be entitled to participate in all insurance, medical, health and welfare, andsimilar plans and arrangements, as well as all vacation and other employee fringe benefit plans,perquisite plans, and other policies, practices, programs and arrangements of the Company, now ineffect or as hereafter amended or established, on a basis that is commensurate with her positionand no less favorable than those generally applicable or made available to other executives of theCompany. The Executive’s participation shall be in accordance with the terms and provisions ofsuch plans.(f) Other Benefits. During the Term of this Agreement, the Company shall furnishExecutive with a suitable office, necessary administrative support and customary furniture andfurnishings for such office. The Company further agrees that Executive shall have the use of aCompany-owned or Company-leased and Company-maintained automobile, new every three (3) years, of akind and model appropriate to her position with the Company.(g) Expenses. During the Term of this Agreement, the Company shall pay all necessaryand reasonable business expenses incurred by Executive on behalf of the Company in the course ofher employment hereunder, including, without limitation, expenses incurred in the conductof the Company’s business while away from her domicile and properly substantiated expenses fortravel, meals, lodging, entertainment and related expenses that are for the benefit of the Company.All expense reimbursements shall comply with applicable rules or guidelines of the Company ineffect at the time the expense is incurred.Initials           
 
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(h) Nothing in this Agreement shall preclude the Company from amending or terminating anyemployee benefit plan or practice, but, it being the intent of the parties that the Executive shallcontinue to be entitled during the Extended Term to benefits and perquisites as set forth inParagraphs 5(a) through 5(g) at least equal to those attached to her position on the date of thisAgreement, nothing in this Agreement shall operate as, or be construed to authorize, a reductionduring the Extended Term without Executive’s written consent in the level of such benefits orperquisites as in effect on the date of a Change in Control. If and to the extent that suchbenefits or perquisites are not payable or provided to Executive under any such plan or practice byreason of an amendment thereto or termination thereof during the Extended Term, the Company shallnevertheless pay or provide such benefits or perquisites to Executive, either directly or throughalternative arrangements.6. Termination.(a) Payment Upon Termination During Current Term. In the event that the Companyterminates this Agreement during the Current Term, or elects pursuant to Paragraph 15 not to renewthis Agreement at the end of the Current Term for any reason other than Cause, as defined below, orthe Executive’s death, the Company shall continue to pay to Executive (or in the event of her deathfollowing such termination, her legal representative) her Base Compensation under Paragraph 5(a),at the rate in effect immediately prior to the date of such termination (“Termination Date”), for aperiod of one (1) year following the Termination Date. In addition, and notwithstanding theforegoing provisions of this Paragraph 6(a), to the extent required in order to comply with Section409A of the Internal Revenue Code of 1986, as amended (the “Code”), cash amounts that wouldotherwise be payable under this Paragraph 6(a) during the six-month period immediately followingthe Termination Date shall instead be paid, with interest on any delayed payment at the applicablefederal rate under Code Section 7872(f)(2)(A), on the first business day after the date that is six(6) months following the Executive’s “separation from service” within the meaning of Code Section409A.(b) Termination for Cause. This Agreement and Executive’s employment hereunder may beterminated by the Company at any time for Cause. In the event of termination for Cause, theExecutive shall not be entitled to any severance benefits under this Agreement. Termination of theExecutive’s employment shall be deemed to have been “for Cause” only if it shall have been theresult of:(i) Executive’s conviction of a felony under the laws of the United States or astate in which Executive works or resides;(ii) a willful or deliberate act or acts of dishonesty by Executive resultingor intended to result directly or indirectly in material gain to or personalenrichment of Executive at the Company’s expense;Initials           
 
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(iii) a deliberate and intentional refusal by Executive (except by reason ofincapacity due to illness or accident) to comply with the provisions of Paragraph 1,provided that such breach shall have resulted in demonstrably material injury to theCompany and the Executive shall have failed to remedy such breach within thirty (30)days after notice from the Secretary of the Company demanding that the Executiveremedy such breach; or(iv) conduct by Executive that is materially injurious to the Company if suchconduct was undertaken without good faith and the reasonable belief that suchconduct was in the best interest of the Company.(c) Payment Upon Termination During Extended Term. In the event of a TerminationWithout Cause, as defined below, during the Extended Term, the Company shall pay to Executive (or,in the event of her death following the termination, her legal representative) in cash, withinthirty (30) days after the date of such termination (the “Extended Termination Date”) the sum ofall accrued but unpaid salary, bonus, vacation pay, expense reimbursements and any other amountsdue, plus the following:(i) an amount equal to the product of multiplying the monthly rate of BaseCompensation to which Executive was entitled under Paragraph 5(a) on the dayimmediately prior to the Extended Termination Date by twenty-four (24) months(“Covered Period”);(ii) an amount equal to the present value of the additional benefits that wouldhave been paid Executive under the Company’s retirement plans (including, but notlimited to, the Chesapeake Utilities Corporation Pension Plan and any related excessbenefit plans) if she had continued to be employed pursuant to this Agreement duringthe Covered Period and the retirement plans had continued during such period withoutchange from the date of the Change in Control;(iii) an amount equal to the aggregate of the Company’s contributions to theCompany’s savings plan (including, but not limited to, the Chesapeake UtilitiesCorporation Retirement Savings Plan, and any related excess benefit plans) inrespect of Executive that were not vested on the day immediately prior to theExtended Termination Date but that would have been vested at the end of the CoveredPeriod if Executive had remained employed by the Company for the duration of thatperiod; and(iv) an amount equal to the product of multiplying the average of the annualaggregate benefits awarded to the Executive under all bonus, incentivecompensation or performance based compensation program(s) of the Company in whichthe Executive was a participant, whether annual, short or long term, in each of thethree (3) calendar years immediately preceding the calendar year in which theExtended Termination Date occurs by two (2) years.Initials           
 
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For purposes of calculating the present value specified in Paragraph 6(c)(ii), the discount rateshall equal the PBGC interest rate for immediate annuities, as provided in 29 C.F.R. Part 4044,Appendix B, Table II or its successor, in effect for a valuation date coinciding with the ExtendedTermination Date. If that rate should no longer be published, the discount rate shall be suchclosely comparable interest rate as the Company may reasonably determine. In addition, the Companyshall continue to provide medical, prescription drug, vision, dental and other Company welfarebenefits to the Executive and her eligible dependents during the Covered Period as if the Executiveremained an active employee of the Company.(d) Termination Without Cause. For purposes of Paragraph 6(c) above, “TerminationWithout Cause” shall mean:(i) Termination by the Company of Executive’s employment without Cause (as“Cause” is defined in Paragraph 6(b) above); or(ii) Termination by Executive of her employment following the occurrence of anyof the following events:(A) failure to elect or re-elect Executive to, or removal of Executivefrom, the office or offices set forth in Paragraph 1, or the Board ifExecutive shall have been a member of the Board immediately prior to a Changein Control of the Company;(B) Executive’s good-faith determination that there has been asignificant change in the nature or scope of her authorities, powers,functions, duties or responsibilities attached to the positions contemplatedin Paragraph 1 or a reduction in her compensation or in the benefitsavailable to the Executive and her family, as provided in Paragraph 5, whichchange or reduction is not remedied within thirty (30) days after notice tothe Company by the Executive;(C) any other breach by the Company of any provision of this Agreement(including, without limitation, relocation of the Executive in violation ofParagraph 4(b)), which breach is not remedied within thirty (30) days afternotice to the Company by Executive; or(D) the liquidation, dissolution, consolidation or merger of theCompany or transfer of all or a significant portion of its assets unlessa successor or successors (by merger, consolidation or otherwise) to whichall or a significant portion of its assets has been transferred shall haveassumed all duties and obligations of the Company under this Agreement.Initials           
 
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In order to effect a Termination Without Cause in any event set forth in thisParagraph 6(d)(ii), Executive must elect to terminate her employment under thisAgreement upon not less than forty (40) days and not more than ninety (90) days’written notice to the Board, attention of the Corporate Secretary, given, except inthe case of a continuing breach, within three (3) calendar months after; (1) failureto be so elected or reelected, or such removal, (2) expiration of the 30-day cureperiod with respect to such event, or (3) the closing date of such liquidation,dissolution, consolidation, merger or transfer of assets.An election by Executive to terminate her employment under the provisions of thisParagraph shall not be deemed a voluntary termination of employment by Executive forthe purpose of this Agreement or any plan or practice of the Company. Further, thedeath of the Executive during the Extended Term but prior to a Termination WithoutCause, as defined, shall not constitute Cause or be deemed to be a TerminationWithout Cause.7. Maximum Payment Upon Termination.(a) Determination. Notwithstanding any other provision of this Agreement, if anypayment or distribution (a “Payment”) by the Company or any other person or entity to or for thebenefit of the Executive is determined to be an “excess parachute payment” (within the meaning ofCode Section 280G(b)(1) or any successor provision of similar effect), whether paid or payable ordistributed or distributable pursuant to Paragraph 6(c) of this Agreement or otherwise, then theExecutive’s benefits under this Agreement shall be reduced by the amount necessary so that theExecutive’s total “parachute payment” as defined in Code Section 280G(b)(2)(A) under this and allother agreements will be $1.00 less than the amount that would be a “parachute payment”. Thedetermination concerning the application of the reduction shall be made by a nationally-recognizedfirm of independent accountants (together with legal counsel of its choosing) selected by theCompany after consultation with the Executive (which may be the Company’s independent auditors),whose determination shall be conclusive and binding on all parties. Any fees and expenses of suchindependent accountants and counsel (including counsel for the Executive) shall be borne by theCompany.(b) Notices. If it is determined that the benefits under this Agreement must bereduced under this Paragraph, within 10 days of the date of such determination, the Company willapprise the Executive of the amount of the reduction (“Notice of Reduction”). Within 10 days ofreceiving that information, the Executive may specify how (and against which benefit or paymentsource) the reduction is to be applied (“Notice of Application”). The Company will berequired to implement these directions within 10 days of receiving the Notice of Application. Ifthe Company has not received a Notice of Application from the Executive within 10 days of the dateof the Notice of Reduction, the Company will apply this Paragraph proportionately based on theamounts otherwise payable under Paragraph 6(c). If the Company receives a Notice of Applicationthat does not fully implement the requirements of this Paragraph, the Company will apply thisParagraph proportionately on the basis of the reductions specified in the Notice of Applicationfirst, then to any remaining reduction based on the amounts otherwise payable under Paragraph 6(c).Initials           
 
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8. Mitigation. Executive shall not be required to mitigate the amount of any paymentprovided for in this Agreement either by seeking other employment or otherwise. The amount of anypayment provided for herein shall not be reduced by any remuneration that Executive may earn fromemployment with another employer or otherwise following her Termination Date or ExtendedTermination Date, as applicable.9. Covenants.(a) Introduction. The parties acknowledge that the provisions and covenants containedin this Paragraph 9 are ancillary and material to this Agreement and that the limitations containedherein are reasonable in geographic and temporal scope and do not impose a greater restriction orrestraint than is necessary to protect the goodwill and other legitimate business interests of theCompany. The parties also acknowledge and agree that the provisions of this Paragraph 9 do notadversely affect Executive’s ability to earn a living in any capacity that does not violate thecovenants contained herein. The parties further acknowledge and agree that the provisions ofParagraph 19 below are accurate and necessary because (i) Delaware is the headquarters state of theCompany, which has operations in multiple states and a compelling interest in having its employeestreated uniformly, (ii) the use of Delaware law provides certainty to the parties in any covenantlitigation in the United States, and (iii) enforcement of the provisions of this Paragraph 9 wouldnot violate any fundamental public policy of Delaware or any other jurisdiction.(b) Confidential Information. Executive shall hold in a fiduciary capacity for thebenefit of the Company, all secret or confidential information, knowledge or data relating to theCompany and its businesses (including, but not limited to, any proprietary and not publiclyavailable information concerning any processes, methods, trade secrets, costs, names of users orpurchasers of the Company’s products or services, business methods, financial affairs, operatingprocedures or programs or methods of promotion and sale) that Executive has obtained or obtainsduring Executive’s employment by the Company and that is not public knowledge (other than as aresult of Executive’s violation of this Paragraph 9(b)) (“Confidential Information”). For purposesof this Paragraph 9(b), information shall not be deemed to be publicly available merely because itis embraced by general disclosures or because individual features or combinations thereof arepublicly available. Executive shall not communicate, divulge or disseminate ConfidentialInformation at any time during or after Executive’s employment with the Company except:(i) to employees or agents of the Company that need the ConfidentialInformation to perform their duties on behalf of the Company;(ii) in the performance of Executive’s duties to the Company;(iii) as a necessary (and only to the extent necessary) part of any undertakingby Executive to enforce Executive’s rights under this Agreement; or(iv) as otherwise required by law or legal process.Initials           
 
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All confidential records, files, memoranda, reports, customer lists, drawings, plans, documents andthe like that Executive uses, prepares or comes into contact with during the course of Executive’semployment shall remain the sole property of the Company and shall be turned over to the Companyupon termination of Executive’s employment.(c) Non-solicitation of Company Employees. Executive shall not, at any time duringthe Restricted Period (as defined below), without the prior written consent of the Company, engagein the following conduct (a “Solicitation”):(i) directly or indirectly, contact, solicit, recruit or employ (whether as anemployee, officer, director, agent, consultant or independent contractor) any personwho was or is at any time during the previous six months an employee,representative, officer or director of the Company; or(ii) take any action to encourage or induce any employee, representative,officer or director of the Company to cease his or her relationship with the Companyfor any reason. A “Solicitation” does not include any recruitment of employees forthe Company.The “Restricted Period” means the period including Executive’s employment with the Company and one(1) year following the Termination Date or Extended Termination Date, as applicable, and, if theExecutive has given a notice pursuant to Paragraph 6(d)(ii), for a period of fifteen (15) monthsfollowing the giving of such notice.(d) Non-solicitation of Third Parties. During the Restricted Period, the Executiveshall not (either directly or indirectly or as an officer, agent, employee, partner or director ofany other company or entity) solicit, service, recruit, induce, influence, or accept on behalf ofany competitor of the Company the business of:(i) any customer of the Company at the time of Executive’s employment orTermination Date or Extended Termination Date, as applicable; or(ii) any potential customer of the Company which Executive knew to be anidentified, prospective purchaser of services or products of the Company.(e) Non-competition. During the Restricted Period, Executive shall not, directly orindirectly, accept employment with, act as a consultant to, or otherwise perform services that aresubstantially the same or similar to those for which Executive was compensated by the Company (suchcomparison to be based on job-related functions and responsibilities and not job title) for anybusiness that directly competes with any portion of the Company. This restriction applies to anyparent, division, affiliate, newly formed or purchased business(es) and/or successor of a businessthat competes with the Company. Further, during the Restricted Period, Executive shall not assistany individual or entity other than the Company in acquiring any entity with respect to which aproposal to acquire such entity was presented to the Board during the one (1) year period beginningprior to Executive’s Termination Date, Extended Termination Date or notice given by Executivepursuant to Paragraph 6(d)(ii), as applicable.Initials           
 
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(f) Post-Termination Cooperation. Executive agrees that during and after employmentwith the Company and without additional compensation (other than reimbursement for reasonableassociated expenses) to cooperate with the Company in the following areas:(i) Cooperation with the Company. Executive agrees to:(A) be reasonably available to answer questions for the Company’sofficers regarding any matter, project, initiative or effort for whichExecutive was responsible while employed by the Company; and(B) cooperate with the Company during the course of all third-partyproceedings arising out of the Company’s business about which Executive hasknowledge or information.For purposes of this Agreement, “proceeding” includes internal investigations,administrative investigations or proceedings and lawsuits (including pre-trialdiscovery and trial testimony) and “cooperation” includes (1) Executive beingreasonably available for interviews, meetings, depositions, hearings and/or trialswithout the need for a subpoena or assurances by the Company, (2) providing any andall documents in Executive’s possession that relate to the proceeding, and (3)providing assistance in locating any and all relevant notes and/or documents.(ii) Cooperation with Third Parties. Unless compelled to do so bylawfully-served subpoena or court order, Executive agrees not to communicate with,or give statements or testimony to, any attorney representing an interest opposed tothe Company’s interest (“Opposing Attorney”), Opposing Attorney’s representative(including a private investigator) or current or former employee relating to anymatter (including pending or threatened lawsuits or administrative investigations)about which Executive has knowledge or information as a result of employment withthe Company. Executive also agrees to notify the Company immediately after beingcontacted by a third party or receiving a subpoena or court order to appear andtestify with respect to any matter that may include a claim opposed to the Company’sinterest. However, this Paragraph 9(f)(ii) shall not apply to any effort undertakenby Executive to enforce Executive’s rights under this Agreement, but only to theextent necessary for that purpose.Initials           
 
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(iii) Cooperation with the Media. Executive agrees not to communicatewith, or give statements to, any member of the media (including print, television,electronic or radio media) relating to any matter (including pending or threatenedlawsuits or administrative investigations) about which Executive has knowledge orinformation as a result of employment with the Company. Executive also agrees tonotify the Company immediately after being contacted by any member of the media withrespect to any matter affected by this Paragraph.(g) Non-Disparagement. Executive and Company shall at all times refrain from takingactions or making statements, written or verbal, that:(i) denigrate, disparage or defame the goodwill or reputation of Executive orthe Company, as the case may be, or any of its trustees, officers, security holders,partners, agents or former or current employees and directors, or(ii) are intended to, or may be reasonably expected to, adversely affect themorale of the employees of the Company.Executive further agrees not to make any negative statements to third parties relating toExecutive’s employment or any aspect of the business of the Company and not to make any statementsto third parties about the circumstances of the termination of Executive’s employment, or about theCompany or its trustees, directors, officers, security holders, partners, agents or former orcurrent employees and directors, except as may be required by a court or governmental body.(h) Enforcement. The Executive acknowledges and agrees that: (i) the purpose of theforegoing covenants, including, without limitation, the nonsolicitation and noncompetitioncovenants of Paragraphs 9(d) and (e), is to protect the goodwill, trade secrets and otherConfidential Information of the Company; (ii) because of the nature of the business in which theCompany is engaged and because of the nature of the Confidential Information to which the Executivehas access, the Company would suffer irreparable harm and it would be impractical and excessivelydifficult to determine the actual damages of the Company in the event the Executive breached any ofthe covenants of this Paragraph 9; and (iii) remedies at law (such as monetary damages) for anybreach ofthe Executive’s obligations under this Paragraph 9 would be inadequate. The Executive thereforeagrees and consents that if the Executive commits any breach of a covenant under this Paragraph 9,or threatens to commit any such breach, the Company shall have the right (in addition to, and notin lieu of, any other right or remedy that may be available to it) to temporary and permanentinjunctive relief from a court of competent jurisdiction, without posting any bond or othersecurity and without the necessity of proof of actual damage, and that the arbitration provisionsof Paragraph 14 shall not apply.10. Indemnification. The Company shall indemnify Executive to the fullest extentpermitted by applicable Delaware law (as may be amended from time to time), including the advanceof expenses permitted herein.Initials           
 
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11. Performance. The failure of either party to this Agreement to insist upon strictperformance of any provision of this Agreement shall not constitute a waiver of its rightssubsequently to insist upon strict performance of such provision or any other provision of thisAgreement.12. Non-Assignability. Neither party shall have the right to assign this Agreement orany rights or obligations hereunder without the consent of the other party.13. Invalidity. If any provisions of this Agreement shall be found to be invalid byany court of competent jurisdiction, such finding shall not affect the remaining provisions of thisAgreement, all of which shall remain in full force and effect.14. Arbitration and Legal Fees. In the event of any dispute regarding a refusal orfailure by the Company to make payments or provide benefits hereunder for any reason, Executiveshall have the right, in addition to all other rights and remedies provided by law, to arbitrationof such dispute under the rules of the American Arbitration Association, which right shall beinvoked by serving upon the Company a notice to arbitrate, stating the place of arbitration, withinninety (90) days of receipt of notice in any form (including, without limitation, failure by theCompany to respond to a notice from Executive within thirty (30) days) that the Company iswithholding or proposes to withhold any payments or the provision of any benefits the Executive, ingood faith, believes are called for hereunder. In the event of any such dispute, whether or notExecutive exercises her right to arbitration, if it shall ultimately be determined that theCompany’s refusal or failure to make payments or provide benefits hereunder was wrongful orotherwise inconsistent with the terms of this Agreement, the Company shall indemnify and holdharmless Executive from and against any and all expenses incurred in connection with suchdetermination, including reasonable legal and other fees and expenses. Without limitation of or bythe foregoing, the Company shall, within ten (10) days after notice from Executive, provideExecutive with an irrevocable letter of credit in the amount of $100,000 from a bank satisfactoryto Executive against which Executive may draw to pay legal fees and other fees and expenses inconnection with any attempt by Executive to enforce any of her rights under this Agreement duringthe Extended Term. Said letter of credit shall not expire before ten (10) years following the dateof this Agreement.15. Renewal. If the Current Term of this Agreement expires without there having beena Change in Control, this Agreement shall be renewed for successive one-year terms, as of the dayfollowing such expiration, unless, during the period beginning ninety (90) days prior and endingthirty (30) days prior to such day, either the Company or Executive shall have given notice to theother that this Agreement will not be renewed. If this Agreement is renewed as provided under thisParagraph, the new Agreement shall be identical to this Agreement (except insofar as the Companyand Executive may otherwise agree in writing) except that the date of the new Agreement shall be asof the day following the expiration of the Current Term of this Agreement or any subsequentone-year term.Initials           
 
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16. Successors. This Agreement shall be binding upon and inure to the benefit of theExecutive (and her personal representative), the Company and any successor organization ororganizations that shall succeed to substantially all of the business and property of the Companyand assume the Company’s obligations hereunder, whether by means of merger, consolidation,acquisition of substantially all of the assets of the Company, or operation of law. The Companyshall require any successor organization or organizations to agree to assume the obligations ofthis Agreement.17. Set-off. The Company shall have no right of set-off or counterclaim in respect ofany claim, debt or obligation against any payments or benefits provided for in this Agreement.18. Amendments. No Amendment to this Agreement shall be effective unless in writingand signed by both the Company and Executive. Notwithstanding the foregoing, if any compensationor benefits provided by this Agreement may result in the application of Code Section 409A, theCompany shall, in consultation with the Executive, modify the Agreement in the least restrictivemanner necessary in order to exclude such compensation from the definition of “deferredcompensation” within the meaning of Code Section 409A or in order to comply with the provisions ofCode Section 409A, other applicable provisions of the Code and/or any rules, regulations or otherregulatory guidance issued under such statutory provisions, and without any diminution in the valueof the payments to the Executive.19. Governing Law. This Agreement shall be interpreted and enforced in accordancewith the laws of the State of Delaware. The parties hereto irrevocably agree to submit to thejurisdiction and venue of the courts of the State of Delaware in any action or proceeding broughtwith respect to or in connection with this Agreement except for an action described in Paragraph14.20. Code Section 409A. If any compensation or benefits provided by this Agreement mayresult in the application of Section 409A of the Code, the Company shall, in consultation with theExecutive, modify the Agreement in the least restrictive manner necessary in order to exclude suchcompensation from the definition of “deferred compensation” within the meaning of Code Section 409Aor in order to comply with the provisions of Section 409A, other applicable provisions of the Code,and any rules, regulations or other regulatory guidance issued under such statutory provisions andwithout any diminution in the value of the payments due to theExecutive.21. Notices. Unless otherwise stated herein, all notices hereunder shall be inwriting and shall be deemed to be given when personally delivered or mailed by United Statesregistered or certified mail, postage prepaid, to, if to the Company, 909 Silver Lake Boulevard,Dover, Delaware 19904, and, if to Executive, the last address therefor shown on the records of theCompany. Either the Company or Executive may, by notice to the other, designate an address otherthan the foregoing for the receipt of subsequent notices.22. Withholding. The Company may withhold from any amounts payable to Executivehereunder all federal, state, city or other taxes that the Company may reasonably determine arerequired to be withheld pursuant to any applicable law or regulation.Initials           
 
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23. Nature of Payments Upon Termination. All payments to Executive pursuant toParagraph 6 of this Agreement shall be considered as liquidated damages or, in the case of certainpayments pursuant to Paragraph 6(c), as severance payments in consideration of Executive’s pastservices to the Company, and no such payment shall be regarded as a penalty to the Company.24. Prior Agreement. The parties acknowledge and agree that the terms of thisAgreement constitute the entire agreement of the parties with respect to the subject matter andsupersede all prior agreements with respect thereto, including, without limitation, any prior oralarrangements.25. Acknowledgment. The parties hereto each acknowledge that each has read thisAgreement and understands the same and that each enters into this Agreement freely and voluntarily.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.         CHESAPEAKE UTILITIES CORPORATION         [CORPORATE SEAL] By:             Title:           ATTEST:                    Secretary EXECUTIVE:              Initials           
 
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