EMPLOYMENT AGREEMENT


THIS EMPLOYMENT
AGREEMENT (the “Agreement”) is entered into by and between CHRISTOPHER FRANKLIN (“Executive”),
and AQUA AMERICA, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”)
as of this 1st day of July, 2018.


WHEREAS, the Board
of Directors of Company (“Board of Directors”) wishes to have the Company continue to employ Executive to serve
as President and Chief Executive Officer (“CEO”) of the Company on the terms set forth herein.


NOW, THEREFORE,
in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties, subject
to the terms and conditions set forth herein, agree as follows:


1.                  
Employment and Term. Executive hereby agrees to continue to serve as President
and CEO from July 1, 2018 (the “Commencement Date”) through July 1, 2021 (the “Initial Term”),
and the Company hereby employs Executive as President and CEO pursuant to the terms of this Agreement. By executing this Agreement,
the Company confirms that the Board of Directors has approved this Agreement. The parties may mutually agree in writing to renew
the term of employment under this Agreement for successive one (1) year periods (or for such other period(s) as agreed by the parties)
at the end of the Initial Term or any renewal term. The Initial Term and, if the period of employment is extended, such successive
periods of employment, subject to earlier termination of employment as provided in this Agreement, are collectively referred to
herein as the “Term” This Agreement shall terminate at the end of the Initial Term or, in the event of renewal,
at the end of the extended term, unless terminated earlier as provided in this Agreement.


2.                  
Duties. During the Term, Executive will have the titles of President and CEO.
Executive shall report exclusively to and receive instructions from the Board of Directors and shall have such duties and responsibilities
customary for the positions of president and chief executive officer of public companies similarly situated. While serving as President
and CEO, Executive shall have full authority and discretion relating to the general and day-to-day management of the affairs of
the Company, including, but not limited to, finances and other financial matters, compensation matters (other than with respect
to the compensation of Executive, himself, and the other executive officers of the Company, and other than long- term compensation
of employees, which shall be determined by the Executive Compensation Committee of the Board of Directors (the “Executive
Compensation Committee”)), personnel matters (other than such matters that relate to Executive himself), operating and
capital budgeting, operations, intellectual property, investor relations, retention of professionals and strategic planning and
implementation. Executive will be the most senior executive officer of the Company and all other executives and businesses of the
Company will report to Executive or his designee. The foregoing language shall not be construed so as to limit the duties and responsibilities
of the Board of Directors as described in the Company’s Articles of Incorporation, Bylaws, and Corporate Governance Guidelines.
Executive is currently serving as Chairman of the Board of Directors for no additional compensation, having such duties as set
forth in the Bylaws and Corporate Governance Guidelines.






    	 	 	 



     


    

3.                  
Other Business Activities. Executive shall serve the Company faithfully and
shall devote his reasonable best efforts and substantially all of his business time, attention, skill and efforts to the performance
of the duties required by or appropriate for his position as President and CEO. In furtherance of the foregoing, and not by way
of limitation, for so long as Executive remains President and CEO, Executive shall not directly or indirectly engage in any other
business, except for those arising from positions held as of the date hereof as set forth on Appendix A or such other activities
as would not materially interfere with Executive’s ability to carry out his duties under this Agreement and are identified
by Executive to the Board of Directors as described in the following sentence. Notwithstanding the foregoing, Executive shall be
permitted to engage in activities in connection with (i) service as a volunteer, officer or director or in a similar capacity of
any charitable or civic organization; (ii) managing personal investments; (iii) serving as a director, executor, trustee or in
another similar fiduciary capacity for a non-commercial entity; or (iv) serving as a director of a business organization; provided,
however, that Executive has disclosed his intention to engage in such activities to the Board of Directors and the Board
of Directors concludes that such activities do not materially interfere with Executive’s performance of his responsibilities
and obligations pursuant to this Agreement.


4.                  
Base Salary. The Company shall pay Executive a base salary (the “Base
Salary”), payable pursuant to the Company’s normal practice, but no less frequently than monthly. The Base Salary
shall be inclusive of all applicable income, Social Security and other taxes and charges which are required by law or requested
to be withheld by Executive and which shall be withheld and paid in accordance with Company’s normal payroll practice for
its similarly-situated executives as in effect from time to time. The Executive Compensation Committee, in consultation with Executive,
shall periodically review Executive’s Base Salary during the Term at least annually for increases based on Executive’s
performance and other relevant factors.


5.                  
Annual Incentive Compensation. Executive shall participate in incentive compensation
programs which will enable Executive to earn bonus compensation in accordance with performance criteria developed and evaluated
by the Executive Compensation Committee in consultation with Executive. Executive’s target annual bonus shall not be less
than eighty percent (80%) of Executive’s Base Salary (“Bonus”). 


6.                  
Annual Equity Incentives. During the Term of this Agreement, Executive shall
be granted annual, equity-based long term incentive compensation at the discretion of the Executive Compensation Committee under
the Company’s 2009 Omnibus Equity Compensation Plan, as amended effective February 22, 2017 (the “Omnibus Plan”),
consistent with existing compensation practices (“LTI”); provided, however, that the target annual
equity grant shall not be less than one hundred sixty-five percent (165%) of Executive’s Base Salary. 


7.                  
Other Benefits. Nothing in this Agreement shall affect Executive’s participation
in standard Company benefit plans and the level of those benefits shall be at least as favorable as those provided to senior management
generally.


8.                  
Termination of Employment.


(a)                
If the Company terminates Executive’s employment and this Agreement for Cause, or if
Executive terminates Executive’s employment without Good Reason, CIC Good Reason or for death or Disability, Executive shall
receive (or his estate in the event of his death) any accrued but unpaid salary and accrued vacation under this Agreement. Such
payment shall be made in a lump sum and paid for the payroll period in which the termination date arises.






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(b)               
If the Company terminates Executive’s employment and this Agreement without Cause or
if Executive terminates Executive’s employment for Good Reason, Executive shall receive any accrued but unpaid salary, Bonus,
LTI, and accrued vacation under this Agreement, as well as a payment equal to (i) twenty four (24) months of Base Salary; and (ii) two
(2) times the target annual bonus for the year in which the date of termination arises (“Severance Benefits”).
Such severance payments shall be made monthly during the period which starts on the effective date of the release described in
clause (e) of this Section 8 and continuing for the period for which the restrictive covenants continue under Section 10 of this
Agreement, and the remainder in a lump sum, such lump sum payment to be paid on the thirtieth day following the date the restrictive
covenants period ends.


(c)                
If the Company terminates Executive’s employment and this Agreement without Cause or
if Executive terminates Executive’s employment for CIC Good Reason during a Change in Control Period, Executive shall receive
any accrued but unpaid salary and accrued vacation under this Agreement, as well as a lump sum payment equal to (i) thirty-six
(36) months of Base Salary; (ii) three (3) times the target annual bonus for the year in which the date of termination arises;
(iii) an amount equal to thirty-six (36) months of the COBRA rate in effect at the Executive’s termination of employment,
and (iv) fully-paid executive level reasonable outplacement services from the provider of Executive’s choice for thirty-six
(36) months following the termination date (“CIC Severance Benefits”). Any lump sum payment under this Section
8(c) shall be paid on or before the thirtieth day following the date of termination; provided, that the release contemplated by
Section 8(e) is effective.


(d)               
For the avoidance of doubt, if Executive receives CIC Severance Benefits under clause (c)
of this Section 8, he shall not be entitled to receive Severance Benefits under clause (b) of this Section 8. The Company does
not intend for Executive to be eligible for any duplicate payments upon termination of employment. 


(e)                
For the avoidance of doubt, the payment of Severance Benefits or CIC Severance Benefits under
this Agreement shall be conditioned upon Executive executing a general release of all claims in a form provided by the Company
no later than twenty-one (21) days following the date of termination, and not revoking such release during the seven (7) day period
following execution.


(f)                 
The Company sponsors an irrevocable trust fund pursuant to a trust agreement to hold assets
to satisfy its obligations to, among others, Executive under this Agreement. Funding of such trust fund shall be subject to the
discretion of the officer designated by the Company, as set forth in the agreement pursuant to which the fund has been established.


9.                  
Defined Terms. For purposes of this Agreement:


(a)                
“Affiliate” and “Associate” have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. 






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(b)               
“Beneficial Owner” A Person shall be deemed a “Beneficial Owner”
of any securities: (i) that such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the
right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement
or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options,
or otherwise; provided, however, that a Person shall not be deemed the “Beneficial Owner” of securities tendered pursuant
to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person’s Affiliates or Associates, directly
or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement
or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the “Beneficial Owner”
of any security under this clause (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security
if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or
consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under
the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor
report); or (iii) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof)
with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding
(whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in
the proviso to clause (ii) above) or disposing of any voting securities of the Company; provided, however, that nothing in this
definition shall cause a Person engaged in business as an underwriter of securities to be the “Beneficial Owner” of
any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the expiration
of forty days after the date of such acquisition. 


(c)                
“Cause” means (i) the willful and continued failure by the Executive (other
than any such failure resulting from (A) the Executive’s incapacity due to physical or mental illness or (B) any such actual
or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason or a CIC Good Reason) to
perform substantially the duties and responsibilities of the Executive’s position with the Employer after a written demand
for substantial performance is delivered to the Executive by the Board of Directors, which demand specifically identifies the manner
in which the Board of Directors believes that the Executive has not substantially performed such duties or responsibilities; (ii)
the conviction of the Executive by a court of competent jurisdiction or a plea of nolo contendere for felony criminal conduct or
a crime involving moral turpitude; or (iii) the willful engaging by the Executive in fraud or dishonesty which is demonstrably
and materially injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Executive’s
part shall be deemed “willful” unless committed or omitted by the Executive in bad faith and without reasonable belief
that the Executive’s act or failure to act was in, or not opposed to, the best interest of the Company. It is also expressly
understood that the Executive’s attention to matters not directly related to the business of the Employer shall not provide
a basis for termination for Cause so long as the Board of Directors has approved the Executive’s engagement in such activities.







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(d)               
“Change in Control” shall be deemed to have occurred if: (i) any Person,
together with all Affiliates and Associates of such Person, shall become the Beneficial Owner in the aggregate of 20% or more of
the Company Stock then outstanding; (ii) during any twenty-four (24) month period, individuals who at the beginning of such period
constitute the Board cease for any reason to constitute a majority thereof, unless the election, or the nomination for election
by the Company’s shareholders, of at least seventy-five percent of the directors who were not directors at the beginning
of such period was approved by a vote of at least seventy-five percent of the directors in office at the time of such election
or nomination who were directors at the beginning of such period; or (iii) there occurs a sale of 50% or more of the aggregate
assets or earning power of the Company and its subsidiaries, or its liquidation is approved by a majority of its shareholders or
the Company is merged into or is merged with an unrelated entity such that following the merger, the shareholders of the Company
no longer own more than 50% of the resultant entity. Notwithstanding anything in this definition to the contrary, a Change in Control
shall not be deemed to have taken place under clause (i) above if (A) such Person becomes the Beneficial Owner in the aggregate
of 20% or more of the Company Stock then outstanding as a result, in the determination of a majority of those members of the Board
of Directors in office prior to the acquisition, of an inadvertent acquisition by such Person if such Person, as soon as practicable,
divests itself of a sufficient amount of its Company Stock so that it no longer owns 20% or more of the Company Stock then outstanding,
or (B) such Person becomes the Beneficial Owner in the aggregate of 20% or more of the Company Stock outstanding as a result of
an acquisition of Company Stock by the Company which, by reducing the number of shares of Company Stock outstanding, increases
the proportionate number of shares of Company Stock beneficially owned by such Person to 20% or more of the shares of Company Stock
then outstanding; provided, however that if a Person shall become the Beneficial Owner of 20% or more of the shares of Company
Stock then outstanding by reason of Company Stock purchased by the Company and shall, after such share purchases by the Company
become the Beneficial Owner of any additional shares of Company Stock, then the exemption set forth in this clause shall be inapplicable.



(e)                
“Change in Control Period” means the time period that begins six (6) months
immediately prior to, and continues until the elapse of twenty-four (24) months immediately following a Change in Control of the
Company.


(f)                 
“CIC Good Reason” for termination by the Executive of the Executive’s
employment means the occurrence (without the Executive’s express written consent) after any Change in Control, of any one
of the following acts by the Company, or failures by the Company to act, unless such act or failure to act is corrected prior to
the date of termination specified in the notice of termination given in respect thereof:


(i)                 
a significant adverse change or diminution in the Executive's authority, duties, responsibilities
or reporting requirements as in effect immediately prior to the Change in Control Period or the assignment to the Executive of
any duties or responsibilities which are inconsistent with such role or position(s) (including status, offices, titles, public
company status and reporting requirements), or any removal of the Executive from, or any failure to reappoint or reelect the Executive
to, such position(s), excluding for this purpose an isolated, insubstantial, inadvertent and immaterial action not taken in bad
faith and that is remedied promptly after receipt of notice thereof given by the Executive;






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(ii)               
a reduction of more than ten percent (10%) in the Executive's total annual target compensation
(as compared to the Executive's total annual target compensation immediately prior to the Change in Control), other than pursuant
to an across-the-board reduction in total annual target compensation which applies to all similarly situated executives of the
Company and any acquirer (and defining total annual target compensation for purposes of this definition as base salary and target
annual cash incentive compensation (and not including equity or equity-based compensation)); 


(iii)             
the failure to continue to provide the Executive with employee benefits substantially similar
to those enjoyed by the Executive under any pension, life insurance, medical, health, accident and disability plans, or any retirement
plan for which the Executive is eligible at the time of the Change in Control; or


(iv)              
the Company or the Employer requiring the Executive to be based at an office that is greater
than 50 miles from where the Executive's office is located immediately prior to the Change in Control except for required travel
on the Employer's business to an extent substantially consistent with the business travel obligations which the Executive undertook
on behalf of the Employer prior to the Change in Control;


provided, however, that the Executive's termination of
employment shall not be deemed to be for CIC Good Reason unless (A) the Executive has delivered to the Employer written notice
describing the occurrence of one or more CIC Good Reason events within sixty (60) days of such occurrence, (B) the Employer fails
to cure such CIC Good Reason event or events within thirty (30) days after its receipt of such written notice and (C) the Executive
delivers to the Employer a notice of termination of employment for CIC Good Reason within thirty (30) days after the expiration
of the 30-day cure period.


(g)               
“Disability” means Executive’s mental or physical incapacity that
entitles Executive to long-term disability benefits under the Company’s long-term disability plan applicable to Executive
after reasonable accommodation.


(h)               
“Good Reason” means a termination of employment initiated by Executive
upon one or more of the following occurrences after the Commencement Date: (i) a diminution in Executive’s authority, title,
duties, responsibilities or reporting lines, (ii) relocation of Executive’s principal place of employment, to a location
that is more than fifty (50) miles from the location on the Commencement Date; or (iii) a material decrease in Base Salary or the
target annual bonus. Executive must provide written notice of termination for Good Reason to the Company within sixty (60) days
after the event constituting Good Reason. The Company shall have a period of thirty (30) days in which it may correct the act or
failure to act that constitutes the grounds for Good Reason as set forth in Executive’s notice of termination. If the Company
does not correct the act or failure to act, Executive must terminate his employment for Good Reason within thirty (30) days after
the end of the cure period, in order for the termination to be considered a Good Reason termination.






    	 	 6	 



     


    

(i)                 
“Person” means any individual, firm, corporation, partnership or other
entity except the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary, or any
Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan.


10.               
Restrictive Covenants.


(a)                
Executive agrees that on and after the Commencement Date, for a period of twelve (12) months
after termination of his employment under this Agreement, Executive will not, directly or indirectly, individually, or in association
or in combination with any other person or entity, whether as a shareholder of a corporation, or a manager or member of a limited
liability company, or as an employee, agent, independent contractor, consultant, advisor, joint venturer, partner or otherwise:


(i)                 
employ, engage or solicit for employment any person who is, or was, at any time during the
twelve (12) months after termination of his employment under this Agreement and the immediately preceding twelve (12) month period,
an employee of the Company or otherwise seek to adversely influence or alter such person’s relationship with the Company
(without written consent of the Board); or


(ii)               
solicit, entice, broker or encourage any person or entity that is, or was, at any time during
the twelve (12) months after termination of his employment under this Agreement and the immediately preceding twelve (12) month
period, a prospective Affiliate of the Company or a customer, client or vendor or prospective customer, client or vendor of the
Company, to terminate or otherwise alter his, her or its relationship with Company.


(b)               
Executive agrees that on and after the Commencement Date, for a period of twelve (12) months
after termination of his employment under this Agreement, Executive agrees that he will not, unless acting pursuant with the prior
written consent of the Board of Directors, directly or indirectly, own, manage, operate, join, control, finance or participate
in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal,
agent, representative, consultant or otherwise with or use or permit his name to be used in connection with, any Competing Business
located in the Geographic Area. For purposes of this Agreement, a “Competing Business” is any business or enterprise
actively engaged in a business (i) from which the consolidated Company (the Company and its subsidiaries), taken as a whole, derived
at least ten percent of its annual gross revenues for the twelve (12) months immediately preceding the date of termination, or
(ii) in any strategic initiative of the Company commenced in the twelve (12) months immediately preceding the date of termination,
or actively being considered by the Company on the date of termination, and “Geographic Area” means the states
in which the Company and its subsidiaries are operating as of the date of termination. It is recognized by Executive that the business
of the Company and its subsidiaries and Executive’s connection therewith is or will be involved in activity throughout the
Geographic Area, and that more limited geographical limitations on this non-competition covenant are therefore not appropriate.
The foregoing restriction shall not be construed to prohibit the ownership by Executive of less than one percent of any class of
securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant
to the Securities Exchange Act of 1934, provided that such ownership represents a passive investment and that neither Executive
nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such
corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising his rights
as a shareholder, or seeks to do any of the foregoing.






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(c)                 Executive
acknowledges that the restrictions contained in paragraph (a) and (b) are reasonable and necessary to protect the legitimate
interests of the Company and its subsidiaries and Affiliates, and that any violation of those provisions will result in
irreparable injury to the Company. Executive represents that his experience and capabilities are such that the restrictions
contained in paragraphs (a) and (b) will not prevent Executive from obtaining employment or otherwise earning a living at the
same general level of economic benefit as is the case as of the date hereof. Executive agrees that the Company shall be
entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, which right shall
be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of
the provisions of paragraph (a) or (b) should ever be adjudicated to exceed the time, geographic, service, or other
limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law. Executive further
agrees that he shall reimburse Company for its expenses incurred in enforcing this Agreement, if Company prevails in any suit
under this Agreement or if he is found to have breached or threatened to breach any term of this Agreement, including without
limitation, Company’s attorneys’ fees and costs. Executive agrees that in the event that the Company finds it
necessary to enforce this Agreement in a court of law or equity, the twelve (12) month restriction referred to in clauses (a)
and (b) above shall begin from the date of entry of the final order of the court.


11.               
Other Agreements. Executive represents and warrants to Company that:


(a)                
Executive has informed the Company in writing of any restrictions, agreements or understandings
whatsoever to which Executive is a party or by which he is bound that could prevent or make unlawful Executive’s execution
of this Agreement or Executive’s employment hereunder, or which could be inconsistent or in conflict with this Agreement
or Executive’s employment hereunder, or could prevent, limit or impair in any way the performance by Executive of his obligations
hereunder.


(b)               
Executive shall disclose the existence and terms of the restrictive covenants set forth in
Section 10 to any employer by whom Executive may be employed during the Term (which employment is not hereby authorized) or any
period during which his activities are restricted by virtue of the covenants described in Section 10 hereof.


12.               
Survival of Provisions. The provisions of this Agreement shall survive the termination
of Executive’s employment hereunder and the payment of all amounts payable and delivery of all post-termination compensation
and benefits pursuant to this Agreement incident to any such termination of employment.


13.               
Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon Company and its successors or permitted assigns and Executive and his executors, administrators or heirs. The Company
shall require any successor or successors expressly to assume the obligations of Company under this Agreement. For purposes of
this Agreement, the term “successor” shall include the ultimate parent corporation of any corporation involved in a
merger, consolidation, or reorganization with or including the Company that results in the stockholders of Company immediately
before such merger, consolidation or reorganization owning, directly or indirectly, immediately following such merger, consolidation
or reorganization, securities of another corporation. Executive may not assign any obligations or responsibilities under this Agreement
or any interest herein, by operation of law or otherwise, without the prior written consent of Company.






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14.               
Notices. All notices required to be given to any of the parties of this Agreement
shall be in writing and shall be deemed to have been sufficiently given, subject to the further provisions of this Section 14,
for all purposes when presented personally to such party, or sent by facsimile transmission, any national overnight delivery service,
or certified or registered mail, to such party at its address set forth below:


(a) If to Executive:


 


Christopher Franklin


 


(b) If to the Company:


 


Aqua America, Inc.


762 W. Lancaster Avenue


Bryn Mawr, PA 19010-3489


Attn: Chairman, Lead Independent Director


Such notice shall be deemed to be received
when delivered if delivered personally, upon electronic or other confirmation of receipt if delivered by electronic mail or facsimile
transmission, the next business day after the date sent if sent by a national overnight delivery service, or three (3) business
days after the date mailed if mailed by certified or registered mail. Any notice of any change in such address shall also be given
in the manner set forth above. Whenever the giving of notice is required, the giving of such notice may be waived in writing by
the party entitled to receive such notice.


15.               
Entire Agreement; Amendments. This Agreement and any other documents, instruments
or other writings delivered or to be delivered in connection with this Agreement as specified herein constitute the entire agreement
among the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous agreements,
understandings, and negotiations, whether written or oral, with respect to the terms of Executive’s employment by Company
(including the Change in Control Agreement entered into by the Company and Executive effective July 1, 2015, which is fully terminated
upon execution of this Agreement). This Agreement may be amended or modified only by a written instrument signed by all parties
hereto.






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16.               
Waiver. The waiver of the breach of any term or provision of this Agreement
shall not operate as or be construed to be a waiver of any other or subsequent breach of this Agreement.


17.               
Governing Law. This Agreement shall be governed and construed as to its validity,
interpretation and effect by the laws of the Commonwealth of Pennsylvania.


18.               
Severability. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or such provisions, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


19.               
Section Headings. The section headings in this Agreement are for convenience
only; they form no part of this Agreement and shall not affect its interpretation.


20.               
Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one
and the same instrument.


21.               
Indemnification. During the Term and thereafter, the Company agrees to indemnify
and hold Executive harmless in connection with actual, potential or threatened actions or investigations related to Executive’s
services for or employment by the Company and/or its subsidiaries in the same manner as other officers and directors to the extent
provided in the Company’s Bylaws.


22.               
Taxes. Any payment required under this Agreement shall be subject to all requirements
of the law with regard to the withholding of taxes, filing, making of reports and the like, and Company shall use its best efforts
to satisfy promptly all such requirements.


23.               
Coordination with Release and Delay Required by Code Section 409A.


(a)                
To the maximum extent possible, all amounts payable hereunder are intended to be exempt from
the requirements of Section 409A of the Internal Revenue Code (“Code Section 409A”) and this Agreement shall
be construed and administered in accordance with such intention. To the extent any continuing benefit (or reimbursement thereof)
to be provided is not “deferred compensation” for purposes of Code Section 409A, then such benefit shall commence or
be made immediately after the date the release of claims required under Section 8(e) of this Agreement becomes effective. To the
extent any continuing benefit (or reimbursement thereof) to be provided is “deferred compensation” for purposes of
Code Section 409A, then such benefits shall be reimbursed or commence upon the earliest later date as may be required in order
to comply with the requirements of Code Section 409A. The delayed benefits shall in any event expire at the time such benefits
would have expired had the benefits commenced immediately upon Executive’s termination of employment.


(b)               
Notwithstanding any other payment schedule provided herein to the contrary, if the Executive
is deemed on the date of termination to be a Specified Employee, then, once the release required by Section 8(e) is executed and
delivered and no longer subject to revocation, any payment that is considered deferred compensation under Code Section 409A payable
on account of a “separation from service” shall be made on the date which is the earlier of (A) the expiration of the
six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s
death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay
Period, all payments delayed pursuant to this Section 23 (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid to Executive in a lump sum, and any remaining payments due under this
Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.






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IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed the day and year first written above.


 


	
        Attest:

        By: /s/ Christopher Luning      
	
        AQUA AMERICA, INC.

        

        

        By:/s/ Daniel Hilferty      

        Name: Daniel Hilferty

        Title: Lead Independent Director

        CHRISTOPHER FRANKLIN

         

        /s/ Christopher Franklin      

	 	 







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Appendix A


Business and Charitable Activities


 


Charitable/Civic


		·	Trustee, University of Pennsylvania Board of Trustees, Philadelphia, PA



		·	Trustee, West Chester University’s Council of Trustees, West Chester, PA



		·	Director, Magee Rehabilitation Hospital, Philadelphia, PA



		·	Director, The Walnut Street Theatre, Philadelphia, PA



		·	Director, Franklin Institute, Philadelphia, PA