Exhibit 10.13





Exhibit 10.13




EXECUTIVE EMPLOYMENT AGREEMENT




This Executive Employment Agreement (the “Agreement”) dated this 3rd day of March, 2011, is
hereby made by and between Chesapeake Utilities Corporation, a Delaware corporation (the
“Company”), and Elaine B. Bittner (the “Executive”).



Recitals




WHEREAS, the Company is currently obtaining the benefit of Executive’s services as a full-time
executive employee in the capacity of Vice President — Strategic Development of the Company;



WHEREAS, the Company’s Board of Directors (the “Board”) has authorized the Company to provide
for the Executive’s continued employment pursuant to the terms of this Agreement; and



WHEREAS, Executive is willing, in consideration of the covenants and consideration hereinafter
provided, to continue to be employed by the Company in the capacity of Vice President — Strategic
Development and to render services incident to such position during the term of this Agreement.



Agreement




In consideration of the mutual promises and covenants contained herein, the Company and
Executive hereby agree as follows:



1. Employment. The Company agrees to employ Executive, and Executive agrees to accept
employment, as an executive officer of the Company in the capacity of Vice President — Strategic
Development, with such authority, duties and responsibilities as are customarily assigned to such
position, including such reasonable duties and responsibilities as may be requested of the
Executive by the Board of Directors and which are consistent with the By-laws of the Company as in
effect from time to time including, but not limited to, oversight and coordination of strategic
planning and corporate development, new business opportunities, strategic governmental affairs,
communications and human resources.




2. Term.



(a) Term of Agreement. The term of this Agreement (“Term”) shall be the Current Term
(as defined in Paragraph 2(b)), and, if applicable, the Extended Term (as defined in Paragraph
2(c)).




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(b) Current Term. Subject to Paragraph 2(c), the Current Term of this Agreement shall
extend for one (1) year commencing on January
          , 2011. The Current Term is subject to extension
in accordance with the provisions of Paragraph 15 of this Agreement.



(c) Extended Term. Upon the occurrence of a Change in Control (as defined in
Paragraph 2(d)), the Current Term shall end and the Term of this Agreement shall thereupon
automatically be extended, commencing on the date of such Change in Control, for the shorter of
three (3) years or the period until Executive attains the earliest age, if any, at which her
compulsory retirement is permitted under Section 12(c) of the Age Discrimination in Employment Act
of 1967, as amended, 29 U.S.C. § 631(c), or any successor provision thereto (such extended
three-year or shorter term constituting the “Extended Term”).



(d) Change In Control. For the purposes of this Agreement, “Change in Control” shall
mean a change in the control of the Company during the Term of this Agreement, which shall be
deemed to have occurred upon the first of the following events:




(i) any one person, or group of owners of another corporation who acting
together through a merger, consolidation, purchase, acquisition of stock or the like
(a “Group”), acquires ownership of stock of the Company (or a majority-controlled
subsidiary of the Company) that, together with the stock held by such person or
Group, constitutes more than fifty percent (50%) of the total fair market value or
total voting power of the stock of the Company. However, if such person or Group is
considered to own more than fifty percent (50%) of the total fair market value or
total voting power of the stock of the corporation before this transfer of the
Company’s stock, the acquisition of additional stock by the same person or Group
shall 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 or
persons) ownership of stock of the Company (or a majority-controlled subsidiary of
the Company) possessing thirty-five percent (35%) or more of the total voting power
of the stock of the Company where such person or Group is not merely acquiring
additional control of the Company; or




(iii) a majority of members of the Company’s Board (other than the Board of a
majority-controlled subsidiary of the Company) is replaced during any twelve (12)
month period by directors whose appointment or election is not endorsed by a
majority of the members of the Company’s Board prior to the date of the appointment
or election; or



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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 such
person or Group) assets from the Company (or a majority-controlled subsidiary of the
Company) that have a total gross fair market value equal to or more than forty
percent (40%) of the total fair market value of all assets of the Company
immediately prior to such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets of the Company, or the value of the
assets being disposed of, determined without regard to any liabilities associated
with such assets. A transfer of assets by the Company will not result in a Change
in Control if the assets are transferred to:




(A) a stockholder of the Company (immediately before the asset transfer) in
exchange for or with respect to its stock;




(B) an entity, fifty percent (50%) or more of the total value or voting power
of which is owned, directly or indirectly, by the Company immediately after the
transfer of assets;




(C) a person or Group that owns, directly or indirectly, fifty percent (50%) or
more 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 power
of 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 by
reason of (1) any event involving a transaction in which the Executive or a group of persons or
entities with which the Executive acts in concert, acquires, directly or indirectly, more than
thirty percent (30%) of the Common Stock of the business or assets of the Company; (2) any event
involving or arising out of a proceeding under Title 11 of the United States Code (or the
provisions of any future United States bankruptcy law), or an assignment for the benefit of
creditors or an insolvency proceeding under state or local law; or (3) any event constituting
approval by the Company’s stockholders of a merger or consolidation if a majority of the group
consisting of the president and vice-presidents of the Company who are parties to agreements
conferring rights upon a Change in Control shall have agreed in writing prior to the approval that
the 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 the
benefit of the Company and any subsidiary of the Company, and not to serve any other business
enterprise or organization in any capacity during the Term of this Agreement without the prior
written 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 Vice
President — Strategic Development of the Company and the parties agree that the Company shall
elect the Executive to this office, on an annual basis if necessary, during the Current Term of
this Agreement.



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(b) Extended Term. During the Extended Term of this Agreement the Executive shall
hold and perform an office with the responsibility, importance and scope within the Company at
least equal to that of the office described and contemplated in Paragraph 1. Further, Executive’s
office shall be located in Dover, Delaware, and Executive shall not be required, without her
written consent, to change her office location or to be absent therefrom on business for more than
sixty (60) working days in any year.




5. Compensation and Benefits.



(a) Base Compensation; Current Term. The Company shall compensate Executive for her
services hereunder during the Current Term at a rate of $185,000 per annum, or such amount as the
Board may from time to time determine (“Base Compensation”), payable in installments on the
Company’s regular payroll dates for salaried executives. The Base Compensation rate shall be
reviewed annually and may be increased or decreased, from time to time, provided, however, that
Base Compensation shall only be decreased by the Board on a good faith basis and with reasonable
justification for the same, and provided further, that in the event of a Change in Control, Base
Compensation shall not be decreased.



(b) Base Compensation; Extended Term. During the Extended Term, the Company shall
compensate Executive for her services hereunder at a rate per annum, payable in installments on the
Company’s regular payroll dates for salaried executives, equal to her Base Compensation at the time
the Extended Term commences, increased, but not decreased:




(i) effective on each anniversary of the date of this Agreement during the
Extended Term by an amount equal to the product of such Base Compensation times the
increase in the preceding calendar year of the Consumer Price Index for Urban Wage
Earners and Clerical Workers for the Philadelphia metropolitan region as reported by
the U.S. Department of Labor (or, if such index is no longer reported, the
corresponding increase in a comparable index); and




(ii) by such additional amounts as the Board may determine from time to time
based, in part, on an annual review of the Executive’s compensation and performance.



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(c) Incentive Plans. During the Term of this Agreement, Executive shall be entitled
to participate in all bonus, incentive compensation and performance based compensation plans, and
other similar policies, practices, programs and arrangements of the Company, now in effect or
as hereafter amended or established, on a basis that is commensurate with her position and no less
favorable 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 plans
and 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 3,200
shares of the Company’s common stock as granted on an annual basis by the Board
during 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 Term
of this Agreement.



(d) Retirement Plans. During the Term of this Agreement, Executive shall be entitled
to participate in all profit-sharing, savings and retirement benefit plans, plans that are
supplemental 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 or
established, on a basis that is commensurate with her position and no less favorable 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 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, and
similar 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 in
effect or as hereafter amended or established, on a basis that is commensurate with her position
and no less favorable 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 plans.



(f) Other Benefits. During the Term of this Agreement, the Company shall furnish
Executive with a suitable office, necessary administrative support and customary furniture and
furnishings for such office. The Company further agrees that Executive shall have the use of a
Company-owned or Company-leased and Company-maintained automobile, new every three (3) years, of a
kind and model appropriate to her position with the Company.



(g) Expenses. During the Term of this Agreement, the Company shall pay all necessary
and reasonable business expenses incurred by Executive on behalf of the Company in the course of
her employment hereunder, including, without limitation, expenses incurred in the conduct
of the Company’s business while away from her domicile and properly substantiated expenses for
travel, 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 in
effect at the time the expense is incurred.



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(h) Nothing in this Agreement shall preclude the Company from amending or terminating any
employee benefit plan or practice, but, it being the intent of the parties that the Executive shall
continue to be entitled during the Extended Term to benefits and perquisites as set forth in
Paragraphs 5(a) through 5(g) at least equal to those attached to her position on the date of this
Agreement, nothing in this Agreement shall operate as, or be construed to authorize, a reduction
during the Extended Term without Executive’s written consent in the level of such benefits or
perquisites as in effect on the date of a Change in Control. If and to the extent that such
benefits or perquisites are not payable or provided to Executive under any such plan or practice by
reason of an amendment thereto or termination thereof during the Extended Term, the Company shall
nevertheless pay or provide such benefits or perquisites to Executive, either directly or through
alternative arrangements.




6. Termination.



(a) Payment Upon Termination During Current Term. In the event that the Company
terminates this Agreement during the Current Term, or elects pursuant to Paragraph 15 not to renew
this Agreement at the end of the Current Term for any reason other than Cause, as defined below, or
the Executive’s death, the Company shall continue to pay to Executive (or in the event of her death
following 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 a
period of one (1) year following the Termination Date. In addition, and notwithstanding the
foregoing provisions of this Paragraph 6(a), to the extent required in order to comply with Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), cash amounts that would
otherwise be payable under this Paragraph 6(a) during the six-month period immediately following
the Termination Date shall instead be paid, with interest on any delayed payment at the applicable
federal 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 Section
409A.



(b) Termination for Cause. This Agreement and Executive’s employment hereunder may be
terminated by the Company at any time for Cause. In the event of termination for Cause, the
Executive shall not be entitled to any severance benefits under this Agreement. Termination of the
Executive’s employment shall be deemed to have been “for Cause” only if it shall have been the
result of:




(i) Executive’s conviction of a felony under the laws of the United States or a
state in which Executive works or resides;




(ii) a willful or deliberate act or acts of dishonesty by Executive resulting
or intended to result directly or indirectly in material gain to or personal
enrichment of Executive at the Company’s expense;



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(iii) a deliberate and intentional refusal by Executive (except by reason of
incapacity 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 the
Company 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 Executive
remedy such breach; or




(iv) conduct by Executive that is materially injurious to the Company if such
conduct was undertaken without good faith and the reasonable belief that such
conduct was in the best interest of the Company.



(c) Payment Upon Termination During Extended Term. In the event of a Termination
Without 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, within
thirty (30) days after the date of such termination (the “Extended Termination Date”) the sum of
all accrued but unpaid salary, bonus, vacation pay, expense reimbursements and any other amounts
due, plus the following:




(i) an amount equal to the product of multiplying the monthly rate of Base
Compensation to which Executive was entitled under Paragraph 5(a) on the day
immediately 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 would
have been paid Executive under the Company’s retirement plans (including, but not
limited to, the Chesapeake Utilities Corporation Pension Plan and any related excess
benefit plans) if she had continued to be employed pursuant to this Agreement during
the Covered Period and the retirement plans had continued during such period without
change from the date of the Change in Control;




(iii) an amount equal to the aggregate of the Company’s contributions to the
Company’s savings plan (including, but not limited to, the Chesapeake Utilities
Corporation Retirement Savings Plan, and any related excess benefit plans) in
respect of Executive that were not vested on the day immediately prior to the
Extended Termination Date but that would have been vested at the end of the Covered
Period if Executive had remained employed by the Company for the duration of that
period; and




(iv) an amount equal to the product of multiplying the average of the annual
aggregate benefits awarded to the Executive under all bonus, incentive
compensation or performance based compensation program(s) of the Company in which
the Executive was a participant, whether annual, short or long term, in each of the
three (3) calendar years immediately preceding the calendar year in which the
Extended Termination Date occurs by two (2) years.



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For purposes of calculating the present value specified in Paragraph 6(c)(ii), the discount rate
shall 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 Extended
Termination Date. If that rate should no longer be published, the discount rate shall be such
closely comparable interest rate as the Company may reasonably determine. In addition, the Company
shall continue to provide medical, prescription drug, vision, dental and other Company welfare
benefits to the Executive and her eligible dependents during the Covered Period as if the Executive
remained an active employee of the Company.



(d) Termination Without Cause. For purposes of Paragraph 6(c) above, “Termination
Without 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 any
of the following events:




(A) failure to elect or re-elect Executive to, or removal of Executive
from, the office or offices set forth in Paragraph 1, or the Board if
Executive shall have been a member of the Board immediately prior to a Change
in Control of the Company;




(B) Executive’s good-faith determination that there has been a
significant change in the nature or scope of her authorities, powers,
functions, duties or responsibilities attached to the positions contemplated
in Paragraph 1 or a reduction in her compensation or in the benefits
available to the Executive and her family, as provided in Paragraph 5, which
change or reduction is not remedied within thirty (30) days after notice to
the 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 of
Paragraph 4(b)), which breach is not remedied within thirty (30) days after
notice to the Company by Executive; or




(D) the liquidation, dissolution, consolidation or merger of the
Company or transfer of all or a significant portion of its assets unless
a successor or successors (by merger, consolidation or otherwise) to which
all or a significant portion of its assets has been transferred shall have
assumed all duties and obligations of the Company under this Agreement.



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In order to effect a Termination Without Cause in any event set forth in this
Paragraph 6(d)(ii), Executive must elect to terminate her employment under this
Agreement 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 in
the case of a continuing breach, within three (3) calendar months after; (1) failure
to be so elected or reelected, or such removal, (2) expiration of the 30-day cure
period 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 this
Paragraph shall not be deemed a voluntary termination of employment by Executive for
the purpose of this Agreement or any plan or practice of the Company. Further, the
death of the Executive during the Extended Term but prior to a Termination Without
Cause, as defined, shall not constitute Cause or be deemed to be a Termination
Without Cause.




7. Maximum Payment Upon Termination.



(a) Determination. Notwithstanding any other provision of this Agreement, if any
payment or distribution (a “Payment”) by the Company or any other person or entity to or for the
benefit of the Executive is determined to be an “excess parachute payment” (within the meaning of
Code Section 280G(b)(1) or any successor provision of similar effect), whether paid or payable or
distributed or distributable pursuant to Paragraph 6(c) of this Agreement or otherwise, then the
Executive’s benefits under this Agreement shall be reduced by the amount necessary so that the
Executive’s total “parachute payment” as defined in Code Section 280G(b)(2)(A) under this and all
other agreements will be $1.00 less than the amount that would be a “parachute payment”. The
determination concerning the application of the reduction shall be made by a nationally-recognized
firm of independent accountants (together with legal counsel of its choosing) selected by the
Company 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 such
independent accountants and counsel (including counsel for the Executive) shall be borne by the
Company.



(b) Notices. If it is determined that the benefits under this Agreement must be
reduced under this Paragraph, within 10 days of the date of such determination, the Company will
apprise the Executive of the amount of the reduction (“Notice of Reduction”). Within 10 days of
receiving that information, the Executive may specify how (and against which benefit or payment
source) the reduction is to be applied (“Notice of Application”). The Company will be
required to implement these directions within 10 days of receiving the Notice of Application. If
the Company has not received a Notice of Application from the Executive within 10 days of the date
of the Notice of Reduction, the Company will apply this Paragraph proportionately based on the
amounts otherwise payable under Paragraph 6(c). If the Company receives a Notice of Application
that does not fully implement the requirements of this Paragraph, the Company will apply this
Paragraph proportionately on the basis of the reductions specified in the Notice of Application
first, then to any remaining reduction based on the amounts otherwise payable under Paragraph 6(c).



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8. Mitigation. Executive shall not be required to mitigate the amount of any payment
provided for in this Agreement either by seeking other employment or otherwise. The amount of any
payment provided for herein shall not be reduced by any remuneration that Executive may earn from
employment with another employer or otherwise following her Termination Date or Extended
Termination Date, as applicable.




9. Covenants.



(a) Introduction. The parties acknowledge that the provisions and covenants contained
in this Paragraph 9 are ancillary and material to this Agreement and that the limitations contained
herein are reasonable in geographic and temporal scope and do not impose a greater restriction or
restraint than is necessary to protect the goodwill and other legitimate business interests of the
Company. The parties also acknowledge and agree that the provisions of this Paragraph 9 do not
adversely affect Executive’s ability to earn a living in any capacity that does not violate the
covenants contained herein. The parties further acknowledge and agree that the provisions of
Paragraph 19 below are accurate and necessary because (i) Delaware is the headquarters state of the
Company, which has operations in multiple states and a compelling interest in having its employees
treated uniformly, (ii) the use of Delaware law provides certainty to the parties in any covenant
litigation in the United States, and (iii) enforcement of the provisions of this Paragraph 9 would
not violate any fundamental public policy of Delaware or any other jurisdiction.



(b) Confidential Information. Executive shall hold in a fiduciary capacity for the
benefit of the Company, all secret or confidential information, knowledge or data relating to the
Company and its businesses (including, but not limited to, any proprietary and not publicly
available information concerning any processes, methods, trade secrets, costs, names of users or
purchasers of the Company’s products or services, business methods, financial affairs, operating
procedures or programs or methods of promotion and sale) that Executive has obtained or obtains
during Executive’s employment by the Company and that is not public knowledge (other than as a
result of Executive’s violation of this Paragraph 9(b)) (“Confidential Information”). For purposes
of this Paragraph 9(b), information shall not be deemed to be publicly available merely because it
is embraced by general disclosures or because individual features or combinations thereof are
publicly available. Executive shall not communicate, divulge or disseminate Confidential
Information at any time during or after Executive’s employment with the Company except:




(i) to employees or agents of the Company that need the Confidential
Information 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 undertaking
by Executive to enforce Executive’s rights under this Agreement; or




(iv) as otherwise required by law or legal process.



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All confidential records, files, memoranda, reports, customer lists, drawings, plans, documents and
the like that Executive uses, prepares or comes into contact with during the course of Executive’s
employment shall remain the sole property of the Company and shall be turned over to the Company
upon termination of Executive’s employment.



(c) Non-solicitation of Company Employees. Executive shall not, at any time during
the Restricted Period (as defined below), without the prior written consent of the Company, engage
in the following conduct (a “Solicitation”):




(i) directly or indirectly, contact, solicit, recruit or employ (whether as an
employee, officer, director, agent, consultant or independent contractor) any person
who 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 Company
for any reason. A “Solicitation” does not include any recruitment of employees for
the 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 the
Executive has given a notice pursuant to Paragraph 6(d)(ii), for a period of fifteen (15) months
following the giving of such notice.



(d) Non-solicitation of Third Parties. During the Restricted Period, the Executive
shall not (either directly or indirectly or as an officer, agent, employee, partner or director of
any other company or entity) solicit, service, recruit, induce, influence, or accept on behalf of
any competitor of the Company the business of:




(i) any customer of the Company at the time of Executive’s employment or
Termination Date or Extended Termination Date, as applicable; or




(ii) any potential customer of the Company which Executive knew to be an
identified, prospective purchaser of services or products of the Company.



(e) Non-competition. During the Restricted Period, Executive shall not, directly or
indirectly, accept employment with, act as a consultant to, or otherwise perform services that are
substantially the same or similar to those for which Executive was compensated by the Company (such
comparison to be based on job-related functions and responsibilities and not job title) for any
business that directly competes with any portion of the Company. This restriction applies to any
parent, division, affiliate, newly formed or purchased business(es) and/or successor of a business
that competes with the Company. Further, during the Restricted Period, Executive shall not assist
any individual or entity other than the Company in acquiring any entity with respect to which a
proposal to acquire such entity was presented to the Board during the one (1) year period beginning
prior to Executive’s Termination Date, Extended Termination Date or notice given by Executive
pursuant to Paragraph 6(d)(ii), as applicable.



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(f) Post-Termination Cooperation. Executive agrees that during and after employment
with the Company and without additional compensation (other than reimbursement for reasonable
associated 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’s
officers regarding any matter, project, initiative or effort for which
Executive was responsible while employed by the Company; and




(B) cooperate with the Company during the course of all third-party
proceedings arising out of the Company’s business about which Executive has
knowledge or information.




For purposes of this Agreement, “proceeding” includes internal investigations,
administrative investigations or proceedings and lawsuits (including pre-trial
discovery and trial testimony) and “cooperation” includes (1) Executive being
reasonably available for interviews, meetings, depositions, hearings and/or trials
without the need for a subpoena or assurances by the Company, (2) providing any and
all 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 by
lawfully-served subpoena or court order, Executive agrees not to communicate with,
or give statements or testimony to, any attorney representing an interest opposed to
the Company’s interest (“Opposing Attorney”), Opposing Attorney’s representative
(including a private investigator) or current or former employee relating to any
matter (including pending or threatened lawsuits or administrative investigations)
about which Executive has knowledge or information as a result of employment with
the Company. Executive also agrees to notify the Company immediately after being
contacted by a third party or receiving a subpoena or court order to appear and
testify with respect to any matter that may include a claim opposed to the Company’s
interest. However, this Paragraph 9(f)(ii) shall not apply to any effort undertaken
by Executive to enforce Executive’s rights under this Agreement, but only to the
extent necessary for that purpose.



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(iii) Cooperation with the Media. Executive agrees not to communicate
with, or give statements to, any member of the media (including print, television,
electronic or radio media) relating to any matter (including pending or threatened
lawsuits or administrative investigations) about which Executive has knowledge or
information as a result of employment with the Company. Executive also agrees to
notify the Company immediately after being contacted by any member of the media with
respect to any matter affected by this Paragraph.



(g) Non-Disparagement. Executive and Company shall at all times refrain from taking
actions or making statements, written or verbal, that:




(i) denigrate, disparage or defame the goodwill or reputation of Executive or
the 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 the
morale of the employees of the Company.



Executive further agrees not to make any negative statements to third parties relating to
Executive’s employment or any aspect of the business of the Company and not to make any statements
to third parties about the circumstances of the termination of Executive’s employment, or about the
Company or its trustees, directors, officers, security holders, partners, agents or former or
current 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 the
foregoing covenants, including, without limitation, the nonsolicitation and noncompetition
covenants of Paragraphs 9(d) and (e), is to protect the goodwill, trade secrets and other
Confidential Information of the Company; (ii) because of the nature of the business in which the
Company is engaged and because of the nature of the Confidential Information to which the Executive
has access, the Company would suffer irreparable harm and it would be impractical and excessively
difficult to determine the actual damages of the Company in the event the Executive breached any of
the covenants of this Paragraph 9; and (iii) remedies at law (such as monetary damages) for any
breach of
the Executive’s obligations under this Paragraph 9 would be inadequate. The Executive therefore
agrees 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 not
in lieu of, any other right or remedy that may be available to it) to temporary and permanent
injunctive relief from a court of competent jurisdiction, without posting any bond or other
security and without the necessity of proof of actual damage, and that the arbitration provisions
of Paragraph 14 shall not apply.



10. Indemnification. The Company shall indemnify Executive to the fullest extent
permitted by applicable Delaware law (as may be amended from time to time), including the advance
of expenses permitted herein.



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11. Performance. The failure of either party to this Agreement to insist upon strict
performance of any provision of this Agreement shall not constitute a waiver of its rights
subsequently to insist upon strict performance of such provision or any other provision of this
Agreement.



12. Non-Assignability. Neither party shall have the right to assign this Agreement or
any 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 by
any court of competent jurisdiction, such finding shall not affect the remaining provisions of this
Agreement, all of which shall remain in full force and effect.



14. Arbitration and Legal Fees. In the event of any dispute regarding a refusal or
failure by the Company to make payments or provide benefits hereunder for any reason, Executive
shall have the right, in addition to all other rights and remedies provided by law, to arbitration
of such dispute under the rules of the American Arbitration Association, which right shall be
invoked by serving upon the Company a notice to arbitrate, stating the place of arbitration, within
ninety (90) days of receipt of notice in any form (including, without limitation, failure by the
Company to respond to a notice from Executive within thirty (30) days) that the Company is
withholding or proposes to withhold any payments or the provision of any benefits the Executive, in
good faith, believes are called for hereunder. In the event of any such dispute, whether or not
Executive exercises her right to arbitration, if it shall ultimately be determined that the
Company’s refusal or failure to make payments or provide benefits hereunder was wrongful or
otherwise inconsistent with the terms of this Agreement, the Company shall indemnify and hold
harmless Executive from and against any and all expenses incurred in connection with such
determination, including reasonable legal and other fees and expenses. Without limitation of or by
the foregoing, the Company shall, within ten (10) days after notice from Executive, provide
Executive with an irrevocable letter of credit in the amount of $100,000 from a bank satisfactory
to Executive against which Executive may draw to pay legal fees and other fees and expenses in
connection with any attempt by Executive to enforce any of her rights under this Agreement during
the Extended Term. Said letter of credit shall not expire before ten (10) years following the date
of this Agreement.



15. Renewal. If the Current Term of this Agreement expires without there having been
a Change in Control, this Agreement shall be renewed for successive one-year terms, as of the day
following such expiration, unless, during the period beginning ninety (90) days prior and ending
thirty (30) days prior to such day, either the Company or Executive shall have given notice to the
other that this Agreement will not be renewed. If this Agreement is renewed as provided under this
Paragraph, the new Agreement shall be identical to this Agreement (except insofar as the Company
and Executive may otherwise agree in writing) except that the date of the new Agreement shall be as
of the day following the expiration of the Current Term of this Agreement or any subsequent
one-year term.




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16. Successors. This Agreement shall be binding upon and inure to the benefit of the
Executive (and her personal representative), the Company and any successor organization or
organizations that shall succeed to substantially all of the business and property of the Company
and 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 Company
shall require any successor organization or organizations to agree to assume the obligations of
this Agreement.



17. Set-off. The Company shall have no right of set-off or counterclaim in respect of
any 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 writing
and signed by both the Company and Executive. Notwithstanding the foregoing, if any compensation
or benefits provided by this Agreement may result in the application of Code Section 409A, the
Company shall, in consultation with the Executive, modify the Agreement in the least restrictive
manner necessary in order to exclude such compensation from the definition of “deferred
compensation” within the meaning of Code Section 409A or in order to comply with the provisions of
Code Section 409A, other applicable provisions of the Code and/or any rules, regulations or other
regulatory guidance issued under such statutory provisions, and without any diminution in the value
of the payments to the Executive.



19. Governing Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Delaware. The parties hereto irrevocably agree to submit to the
jurisdiction and venue of the courts of the State of Delaware in any action or proceeding brought
with respect to or in connection with this Agreement except for an action described in Paragraph
14.



20. Code Section 409A. If any compensation or benefits provided by this Agreement may
result in the application of Section 409A of the Code, the Company shall, in consultation with the
Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such
compensation from the definition of “deferred compensation” within the meaning of Code Section 409A
or 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 and
without any diminution in the value of the payments due to the
Executive.



21. Notices. Unless otherwise stated herein, all notices hereunder shall be in
writing and shall be deemed to be given when personally delivered or mailed by United States
registered 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 the
Company. Either the Company or Executive may, by notice to the other, designate an address other
than the foregoing for the receipt of subsequent notices.



22. Withholding. The Company may withhold from any amounts payable to Executive
hereunder all federal, state, city or other taxes that the Company may reasonably determine are
required to be withheld pursuant to any applicable law or regulation.




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23. Nature of Payments Upon Termination. All payments to Executive pursuant to
Paragraph 6 of this Agreement shall be considered as liquidated damages or, in the case of certain
payments pursuant to Paragraph 6(c), as severance payments in consideration of Executive’s past
services 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 this
Agreement constitute the entire agreement of the parties with respect to the subject matter and
supersede all prior agreements with respect thereto, including, without limitation, any prior oral
arrangements.



25. Acknowledgment. The parties hereto each acknowledge that each has read this
Agreement 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 above
written.



	 	 	 	 	 	 	 
	 	 	CHESAPEAKE UTILITIES CORPORATION	 	 
	 
	 	 	 	 	 	 
	[CORPORATE SEAL]

	 	By: 		 	 	 
	 

	 	 	 

	 	 
	 

	 	 	Title: 	 	 	 
	 

	 	 	 	 

	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Secretary	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 







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