Exhibit 10.12(g)


 


CHANGE IN CONTROL TERMINATION AGREEMENT


 


 


This Change in Control Termination
Agreement (the “Agreement”) is entered into as of March 17, 2014, between Middlesex Water Company, a New Jersey
corporation, with its principal place of business located at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452,
(the “Company”), and Jay L. Kooper, residing at 40 Tremont Terrace, Livingston, New Jersey 07039 (referred to as
“You” in this Agreement).


 


Recitals


 


A.          The Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of
the Company (the “Board”) recognizes that, as is the case with many publicly held Companies, the possibility of a Change
in Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may result in the
departure or distraction of management personnel to the detriment of the Company and its shareholders.


 


B.          The Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including
You, to the assigned duties without distraction in the face of circumstances arising from the possibility of a Change in Control
of the Company.


 


C.          To induce You to remain in the employ of the Company, while
simultaneously representing the best interests of the Company’s shareholders, and in consideration of your agreement set
forth below, the Company agrees that You shall receive the severance benefits set forth in this Agreement in the event your employment
with the Company is terminated by the Company, or is terminated by You for “Good Reason,” as defined herein, in connection
with a “Change in Control of the Company” (as defined in Section 2 below). This Agreement supersedes any other specific
written agreements that may have been entered into between yourself and the Company concerning termination of employment.


 


Therefore, in consideration of your continued
employment and the parties’ agreement to be bound by the terms contained in this Agreement, the parties agree as follows:


 


1. Term of Agreement.
This Agreement shall commence as of March 17, 2014 and shall continue in effect through December 31, 2014. However,
commencing on December 31, 2014, and each December 31 afterwards, the term of this Agreement shall automatically be extended
for one (1) additional year unless, no later than the preceding November 1st, the Company shall have given notice that it
does not wish to extend this Agreement. Notwithstanding the foregoing, if a Change in Control of the Company shall be
proposed to occur, or have occurred, during the original or any extended term of this Agreement, this Agreement shall
continue in effect until your termination of employment with the Company or its successor or, when all amounts due under this
Agreement following a termination have been paid, whichever is later.


 



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2. Change In Control. No benefits
shall be payable under this Agreement unless there shall have been a Change in Control of the Company, as set forth herein. For
purposes of this Agreement, a “Change in Control” of the Company shall be deemed to occur if any party or group acquires
beneficial ownership of 20 percent or more of the voting shares of the Company; or if shareholder approval is obtained for a transaction
involving the acquisition of the Company through the purchase or exchange of the stock or assets of the Company by merger or otherwise;
or if one-third or more of the Board elected in a 12-month period or less are so elected without the approval of a majority of
the Board as constituted at the beginning of such period; or a liquidation or dissolution of Company.


 


3. Termination Following Change In Control.
If any of the events described in Section 2 above constituting a Change in Control of the Company shall have occurred, then unless
the termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by You other than
for Good Reason, on the subsequent termination of your employment during the term of this Agreement, You shall be entitled to the
severance benefits provided in Section 4.3 below if such termination occurs on or before the third (3rd) anniversary
of the Change in Control date .


 


3.1 Disability; Retirement. If,
as a result of your incapacity due to physical or mental illness, You shall have been absent from the full-time performance of
your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given You shall
not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination
of your employment by the Company or You due to your "Retirement" shall mean termination in accordance with the Company's
retirement policy, including early retirement, generally applicable to its salaried employees or, in accordance with any retirement
arrangement established with your consent with respect to You.


 


3.2 Cause. Termination by the Company
of your employment for "Cause" shall mean termination as a result of:


 


3.2.1 The willful and continued failure by You to substantially
perform your duties with the Company as such employment was performed by You prior to the Change in Control (other than any such
failure resulting from your Disability or any such actual or anticipated failure after the issuance by You of a Notice of Termination
for Good Reason as defined herein) after a written demand for substantial performance is delivered to You by the Board, which demand
specifically identifies the manner in which the Board believes that You have not substantially performed your duties; or


 



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3.2.2 The willful act by You in conduct that is demonstrably
and materially injurious to the Company, and which the Board deems to cause or will cause substantial economic damage to the Company
or injury to the business reputation of the Company, monetarily or otherwise. For purposes of this Section, no act, or failure
to act, on your part shall be deemed “willful" unless done, or omitted to be done, by You not in good faith and without
a reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, You shall
not be deemed to have been terminated for Cause unless and until there shall have been delivered to You a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to You and an opportunity for You, together with your counsel,
to be heard before the Board), finding that in the good faith opinion of the Board You were guilty of conduct set forth above in
clauses 3.2.1 or 3.2.2 of this Section and specifying the particulars in detail.


 


3.3 Good Reason. You shall be entitled
to receive severance benefits as provided in this Agreement if You terminate your employment with the Company for “Good Reason.”
For purposes of this Agreement, "Good Reason" shall mean, without your consent, the occurrence in connection with a Change
in Control of the Company of any of the following circumstances unless, in the case of Sections 3.3.1, 3.3.5, 3.3.6, 3.3.7, or
3.3.8, the circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined
in Sections 3.5 and 3.4, respectively, given in respect of them. If You terminate your employment with the Company for Good Reason,
as provided below, your employment with the Company shall be considered to have been involuntarily terminated by the Company:


 


3.3.1 The assignment to You of any significant employment
duties which are inconsistent with your status and position (i) prior to the Change in Control where such change is a direct result
of any pending Change in Control; or (ii) as such status exists immediately prior to the Change in Control of the Company, or (iii)
which are a substantial adverse alteration in the nature or status of your responsibilities from those in effect immediately prior
to the Change in Control of the Company whichever is applicable;



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3.3.2 A reduction by the Company in your annual base
salary as in effect on the initial date of this Agreement, or as same may be increased from time to time irrespective of future
Company policies including any across-the-board salary reductions similarly affecting all key employees of the Company;


 


3.3.3 Your relocation, without your consent, to an
employment location not within twenty-five (25) miles of your present office or job location, except for required travel on the
Company's business to an extent substantially consistent with your present business travel obligations;


 


3.3.4 The failure by the Company, without your consent,
to pay to You any part of your current compensation, or to pay to You any part of an installment of deferred compensation under
any deferred compensation program of the Company, within fourteen (14) days of the date the compensation is due;


 


3.3.5 The failure by the Company to continue in effect
any bonus to which You were entitled, or any compensation plan in which You participate (i) prior to the Change in Control where
such change is a direct result of any pending Change in Control, or (ii) immediately prior to the Change in Control of the Company
that is material to your total compensation, including but not limited to the Company's Restricted Stock Plan, 401(k) Plan, and
Benefit Plans, or any substitute plans adopted prior to the Change in Control of the Company, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with respect to the plan, or the failure by the Company to continue
your participation in it (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of
the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the
Change in Control;


 


3.3.6 The failure by the Company to continue to provide
You with (i) benefits substantially similar to those enjoyed by You under any of the Company's life insurance, medical, health
and accident, or disability plans in which You were participating at the time of the Change in Control of the Company was in effect
for the employees of the Company generally at the time of the Change in Control, (ii) the failure to continue to provide You with
a Company automobile or allowance in lieu of it at the time of the Change in Control of the Company, (iii) the taking of any action
by the Company that would directly or indirectly materially reduce any of such benefits or deprive You of any material fringe benefit
enjoyed by You at the time of the Change in Control of the Company, or (iv) the failure by the Company to provide You with the
number of paid vacation days to which You are entitled on the basis of years of service with the Company in accordance with the
Company's normal vacation policy or other vacation allowance provided to you by written agreement in effect at the time of the
Change in Control of the Company;



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3.3.7 The failure of the Company to obtain a satisfactory
agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 of this Agreement; or


 


3.3.8 Any purported termination of your employment
that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3.4 below (and, if applicable,
the requirements of Section 3.2 above); for purposes of this Agreement, no such purported termination shall be effective.


 


3.4 Notice of Termination. Any purported
termination of your employment by the Company or by You shall be communicated by written Notice of Termination to the other party
to this Agreement in accordance with Section 6 of this Agreement. For purposes of this Agreement, a "Notice of Termination"
shall mean a notice that shall indicate the specific termination provision in this Agreement relied on, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision
so indicated. Your rights to terminate your employment pursuant to this Section shall not be affected by your incapacity due to
Disability. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance
constituting Good Reason under this Agreement. In the event You deliver Notice of Termination based on circumstances set forth
in Sections 3.3.1, 3.3.5, 3.3.6, 3.3.7, or 3.3.8 above, which are fully corrected prior to the Date of Termination set forth in
your Notice of Termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect.


 


3.5 Date of Termination, etc. "Date
of Termination" shall mean (A) if your employment is terminated for Disability, 30 days after Notice of Termination is given
(provided that You shall not have returned to the full-time performance of your duties during such 30-day period), and (B) if your
employment is terminated pursuant to Section 3.2 or 3.3 above or for any other reason (other than Disability), the date specified
in the Notice of Termination (which, in the case of a termination pursuant to Section 3.2 above shall not be less than 30 days,
and in the case of a termination pursuant to Section 3.3 above shall not be less than 15 nor more than 60 days, respectively, from
the date the Notice of Termination is given). However, if within 15 days after any Notice of Termination is given, or, if later,
prior to the Date of Termination (as determined without regard to this provision), the party receiving the Notice of Termination
notifies the other party that a dispute exists concerning the termination, then the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the parties, by a binding arbitration award, or by a final
judgment, order, or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for
appeal has expired and no appeal has been perfected). The Date of Termination shall be extended by a notice of dispute only if
the notice is given in good faith and the party giving the notice pursues the resolution of the dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Company will continue to pay You your full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, base salary) and continue You as a participant in all
compensation, benefit, and insurance plans in which You were participating when the notice giving rise to the dispute was given,
until the dispute is finally resolved in accordance with this Section. Amounts paid under this Section are in addition to all other
amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.


 



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4. Compensation on Termination or During
Disability. Following a Change in Control of the Company, as defined by Section 2, on termination of your employment or
during a period of Disability You shall be entitled to the following benefits:


 


4.1 During any period that You fail to
perform your full-time duties with the Company as a result of incapacity due to Disability, You shall continue to receive your
base salary at the rate in effect at the commencement of any such period, together with all amounts payable to You under any compensation
plan of the Company during the period, until this Agreement is terminated pursuant to section 3.1 above. Thereafter, or in the
event your employment shall be terminated by the Company or by You for Retirement, or by reason of your death, your benefits shall
be determined under the Company's retirement, insurance, and other compensation programs then in effect in accordance with the
terms of those programs.


 


4.2 If your employment shall be terminated by
the Company for Cause or by You other than for Good Reason, Disability, death, or Retirement, the Company shall pay You your full
base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts
and benefits to which You are entitled under any compensation plan of the Company at the time the payments are due. The Company
shall have no obligations to You under this Agreement.


 



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4.3 On or before the third anniversary of the
Change in Control, if your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement or
Disability, or (b) by You for Good Reason (as defined in Section 3.3 herein), then You shall be entitled to the benefits provided
below:


 


4.3.1 The Company shall pay You your full salary
through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits
to which You are entitled under any compensation plan of the Company, at the time the payments are due, except as otherwise provided
below.


 


4.3.2 In lieu of any further salary payments
to You for periods subsequent to the Date of Termination, the Company shall pay to You, as severance pay the following: (i) a lump
sum severance payment equal to three (3) times the average of your Compensation for the five (5) years prior to the occurrence
of the circumstance giving rise to the Notice of Termination (or if employed less than 5 years, the average annualized compensation
of the period worked to date), plus (ii) the amounts in the forms set forth in paragraphs 4.3.3, 4.3.4 and 4.3.5 (the “Severance
Payments”). In addition to the Severance Payments, the Company shall pay to You an additional amount equal to the amount
of the Excise Tax, if any, that is due or determined to be due under Section 4999 of the Internal Revenue Code of 1986, as amended,
resulting from the Severance Payments or any other payments under this Agreement or any other agreement between You and the Company
and an amount sufficient to pay the taxes on any such Excise Taxes (the “Gross-up”).


 


4.3.3 The Company shall continue coverage
for You and your dependents under any health or welfare benefit plan under which You and your dependents were participating prior
to the Change in Control for a period ending on the earlier to occur of (i) the date You become covered by a new employer’s
health and welfare benefit plan, (ii) the date You become covered by Medicare, or (iii) the date which is thirty-six (36) months
from the Date of Termination. The coverage for your dependents shall end earlier than (i), (ii) or (iii) if required by the health
or welfare benefit plan due to age eligibility.


 


4.3.4 The Company shall pay to You any
deferred compensation, including, but not limited to deferred bonuses, allocated or credited to You or your account as of the Date
of Termination.


 


4.3.5 Outstanding stock options or Restricted
Stock grants, if any, granted to You under the Company's Stock Plans which are not vested on Termination shall immediately vest.



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4.3.6 Where You shall prevail in any action
against the Company to recover benefits hereunder, the Company shall also pay to You all reasonable legal and accounting fees and
expenses incurred by You as a result of the termination, including all such fees and expenses incurred by You as a result of the
termination, (including all such fees and expenses, if any, incurred in contesting or disputing any termination or in seeking to
obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of Code Section 4999 to any payment or benefit provided under this Agreement) or any other agreement
with the Company.


 


4.3.7 The amount of Severance Payments
and any Gross-up due to You under this or any other relevant agreement with the Company shall be determined by a third party agreed
to by You and the Company. If You cannot agree on a third party, then both third parties shall determine the amounts due under
this Agreement. If the third parties do not agree on the amount to be paid to You, then either party may submit the calculation
of the amounts which are in dispute to Arbitration in accordance with this Agreement. The payments provided for in Paragraphs 4.3.2,
4.3.4 and 4.3.5 above, shall be made no later than the thirtieth (30th) day following the Date of Termination. However,
if the amounts of the payments cannot be finally determined on or before that day, the Company shall pay to You on that day an
estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of those
payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined
but in no event later than the 30th day after the Date of Termination. In the event that the amount of the estimated payments exceeds
the amount subsequently determined to have been due, the excess shall constitute a loan by the Company to You payable on the 30th
day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).


 


4.4 For purposes
of this Agreement, “Compensation” shall mean the gross earnings reported on Form W-2 during a calendar year (which
may include but is not limited to the value of the personal use of an automobile, any third-party sick pay, and any fees paid to
You for serving as a Director of the Company or its subsidiaries); awards under the Company’s Restricted Stock Plan or other
equity awards; and Company contributions to your 401(k) account.


 


4.5 You shall not be required to mitigate
the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any
payment or benefit provided for in this Section 4 be reduced by any compensation earned by You as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be owed by You to the Company, or otherwise except as
specifically provided in this Section 4.






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4.6 In addition to all other amounts payable
to You under this Section 4, You shall be entitled to receive all qualified benefits payable to You under the Company's 401(k)
Plan, Defined Benefit Plan and any other plan or agreement relating to retirement benefits, in accordance with the terms of those
Plans, to the extent you were a participant in such Plan or Plans as of the date of a Change in Control .


 


5. Successors; Binding Agreement.


 


5.1 The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption
and agreement prior to the effectiveness of any succession shall be a breach of this Agreement and shall entitle You to compensation
from the Company in the same amount and on the same terms as You would have been entitled to under this Agreement if You had terminated
your employment for Good Reason following a Change in Control of the Company, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date of Termination.


 


5.2 This Agreement shall inure to the benefit
of, and be enforceable by, your personal or legal representatives, executors, administrators, heirs, distributees, and legatees.
If You should die while any amount would still be payable to You if You had continued to live, all such amounts, unless otherwise
provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your legatee or other designee or,
if there is no such designee, to your estate.


 


6. Notice. For the purpose of
this Agreement, all notices and other communications provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Company shall
be directed to the attention of the Board with a copy to the President of the Company, or to such other address as either party
may have furnished to the other in writing in accordance this Agreement, except that notice of a change of address shall be effective
only on receipt.


 


7. Miscellaneous


 


7.1 No provision of this Agreement may
be modified, waived, or discharged unless the waiver, modification, or discharge is agreed to in writing and signed by You and
such officer as may be specifically designated by the Board.


 



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7.2 No waiver by either party to this Agreement
at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.


 


7.3 No agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter of this Agreement have been made by either party that are
not expressly set forth in this Agreement.


 


7.4 Nothing in this Agreement is intended
to reduce any benefits payable to You under any other agreement You may have with the Company or in any Company plan in which You
may participate.


 


7.5 The validity, interpretation, construction,
and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws principles.


 


7.6 All references to sections of the Exchange
Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for shall be
paid net of any applicable withholding or deduction required under federal, state or local law.


 


7.7 The obligations of the Company under
Section 4 shall survive the expiration of the term of this Agreement.


 


8. Validity. The validity or enforceability
of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement,
which shall remain in full force and effect.


 


9. Counterparts. This Agreement
may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute
one and the same instrument.


 


10. Arbitration. Any dispute or
controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in New Jersey in accordance
with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any
court having jurisdiction. However, You shall be entitled to seek specific performance of your right to be paid until the Date
of Termination during the pendency of any dispute or controversy arising under or in connection this Agreement.






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11. Entire Agreement. This Agreement
sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior written or oral
agreements or understandings with respect to the subject matter.


 


In witness whereof, the parties have executed
this Agreement as of the day and year first above written.


 


 


	 	 	MIDDLESEX WATER COMPANY
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/Dennis W. Doll
	 	 	 	Dennis W. Doll
	 	 	 	President & CEO
	 	 	 	 
	ATTEST:	 	 	 
	 	 	 	 
	/s/A. Bruce O’Connor	 	 	 
	A. Bruce O’Connor 	 	 	 
	Vice President, Chief Financial Officer & Treasurer 	 	 	 
	 	 	 	 
	 	 	 	/s/Jay L. Kooper
	 	 	 	Jay L. Kooper


 








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