Exhibit 10.27





Exhibit 10.27




CHESAPEAKE UTILITIES CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As amended and restated, effective January 1, 2009)



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE NO.	 
	 
	 	 	 	 
	ARTICLE I ESTABLISHMENT AND PURPOSE
	 	 	1	 
	 
	 	 	 	 
	ARTICLE
II DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	2.1 Beneficiary
	 	 	2	 
	 
	 	 	 	 
	2.2 Change in Control
	 	 	2	 
	 
	 	 	 	 
	2.3 Committee
	 	 	3	 
	 
	 	 	 	 
	2.4 Employer
	 	 	4	 
	 
	 	 	 	 
	2.5 Excess Benefit
	 	 	4	 
	 
	 	 	 	 
	2.6 Executive
	 	 	4	 
	 
	 	 	 	 
	2.7 Maximum Benefit
	 	 	4	 
	 
	 	 	 	 
	2.8 Pension Plan
	 	 	4	 
	 
	 	 	 	 
	2.9 Plan
	 	 	4	 
	 
	 	 	 	 
	2.10 Plan Year
	 	 	4	 
	 
	 	 	 	 
	2.11 Related Company
	 	 	4	 
	 
	 	 	 	 
	2.12 Unrestricted Benefit
	 	 	4	 
	 
	 	 	 	 
	ARTICLE
III PAYMENT OF EXCESS BENEFITS
	 	 	5	 
	 
	 	 	 	 
	3.1 Group A Participants
	 	 	5	 
	 
	 	 	 	 
	3.2 Group B Participants
	 	 	5	 
	 
	 	 	 	 
	ARTICLE
IV TERMINATION OF EMPLOYMENT
	 	 	8	 
	 
	 	 	 	 
	4.1 Termination for Cause
	 	 	8	 
	 
	 	 	 	 
	4.2 Conduct After Termination
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V NATURE OF INTEREST OF EXECUTIVE
	 	 	10	 
	 
	 	 	 	 
	5.1 In General
	 	 	10	 
	 
	 	 	 	 
	5.2 Funding of Plan Under Certain Circumstances
	 	 	10	 
	 
	 	 	 	 
	ARTICLE
VI ADMINISTRATION
	 	 	11	 
	 
	 	 	 	 
	6.1 Committee
	 	 	11	 
	 
	 	 	 	 
	6.2 Expenses
	 	 	11	 
	 
	 	 	 	 
	6.3 Powers of the Committee
	 	 	11	 
	 
	 	 	 	 
	6.4 Finality
	 	 	12	 
	 
	 	 	 	 
	6.5 Benefit Claims Procedure
	 	 	12	 
	 
	 	 	 	 
	ARTICLE
VII AMENDMENTS
	 	 	13	 
	 
	 	 	 	 
	ARTICLE
VIII MISCELLANEOUS
	 	 	14	 
	 
	 	 	 	 
	8.1 Participation by Affiliated Company
	 	 	14	 
	 
	 	 	 	 
	8.2 Incapacity
	 	 	14	 
	 
	 	 	 	 
	8.3 Required Information
	 	 	14	 






 


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	 	 	PAGE NO.	 
	 
	 	 	 	 
	8.4 Inability to Locate Executives
	 	 	14	 
	 
	 	 	 	 
	8.5 No Right to Employment
	 	 	15	 
	 
	 	 	 	 
	8.6 Withholding Taxes
	 	 	15	 
	 
	 	 	 	 
	8.7 Gender and Number
	 	 	15	 
	 
	 	 	 	 
	8.8 Headings
	 	 	15	 
	 
	 	 	 	 
	8.9 Severability
	 	 	16	 
	 
	 	 	 	 
	8.10 Governing Law
	 	 	16	 
	 
	 	 	 	 
	8.11 Effective Date
	 	 	16	 
	 
	 	 	 	 
	SCHEDULE A — Group A and B Participants
	 	 	17	 
	 
	 	 	 	 





 


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CHESAPEAKE UTILITIES CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




ARTICLE I




ESTABLISHMENT AND PURPOSE




(a) The Employer established the Chesapeake Utilities Corporation Executive Excess Retirement
Benefit Plan (the “Plan”) effective January 1, 2000. The purpose of the Plan is to provide benefits
that would be provided under the Chesapeake Utilities Corporation Pension Plan (the “Pension Plan”)
but for certain limitations on the benefits that may be provided under a tax-qualified plan within
the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The
Plan consists of the Plan document as set forth herein and any amendments thereto.



(b) The Employer adopted a new retirement program effective January 1, 1999 (the “New
Retirement Program”). Under the New Retirement Program, participation in the Pension Plan was
frozen as of December 31, 1998. As part of the New Retirement Program, active participants in the
Pension Plan as of that date elected, among other things, either to continue accruing benefits
under the Pension Plan on and after January 1, 1999, or to cease accruing benefits under the
Pension Plan as of December 31, 1998.



(c) Effective December 31, 1998, the benefits under this Plan of an Executive who is
described as a “Group A Participant” in Schedule A shall not increase or decrease after December
31, 1998. Effective December 31, 2004, the benefits of an Executive who is described as a “Group B
Participant” in Schedule A shall not increase or decrease under this Plan after December 31, 2004.



(d) The purpose of this amendment and restatement of the Plan is to comply with the
requirements of Code Section 409A and final regulations and other rulings thereunder, and is
effective with respect to the Group B Participants only. Except as otherwise specifically provided
herein, Group A Participants and their benefits under the Plan remain subject to the terms of the
Plan as in effect on January 1, 2000. For the period from January 1, 2005 when Code Section 409A
became effective to January 1, 2009, the Plan has been operated in good faith compliance with such
Code Section and applicable transition rules
thereunder. As part of this amendment and restatement, the Employer also renames the Plan as
the Chesapeake Utilities Corporation Supplemental Executive Retirement Plan.


 


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ARTICLE II



DEFINITIONS




The following words and phrases shall have the following meanings when used in this Plan. In
addition, except for the definitions of “Committee,” “Employer,” and “Plan,” which are set forth
below, the definitions in Article I of the Pension Plan as in effect on January 1, 2005, shall
apply for the purposes of this Plan.



2.1 Beneficiary means a person who is entitled to receive a benefit as a beneficiary
(including a contingent beneficiary) or Alternate Payee with respect to an Executive pursuant to
the provisions of the Pension Plan.



2.2 Change in Control shall be deemed to occur when and only when the first of the
following events occurs:




(a) the registration of the Company’s voting securities under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), terminates or the Company shall
have fewer than 300 stockholders of record; or




(b) any person or group (within the meaning of Sections 13(d) and 14(d) of the 1934
Act), other than the Company, becomes the beneficial owner (within the meaning of
Rule 13d-3 under the 1934 Act) of 30 percent or more of the combined voting power
of the Company’s then outstanding voting securities; or




(c) a tender offer or exchange offer, other than an offer by the Company, pursuant
to which 30 percent or more of the combined voting power of the Company’s then
outstanding voting securities was purchased, expires; or




(d) the stockholders of the Company approve an agreement to merge or consolidate
with another corporation (other than a majority-controlled subsidiary of the
Company) unless the stockholders of the Company immediately before the merger or
consolidation are to own more than 70 percent of the combined voting power of the
resulting entity’s voting securities; or


 


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(e) the Company’s stockholders approve an agreement (including, without limitation,
a plan of liquidation) to sell or otherwise dispose of all or substantially all of
the business or assets of the Company; or




(f) during any period of two consecutive years, individuals who, at the beginning
of the period, constituted the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Company’s stockholders, of each new director was approved by a vote of at least
two-thirds (2/3rds) of the directors then still in office who were directors at the
beginning of the period; or




(g) the acquisition of direct or indirect beneficial ownership of more than 15
percent of the Company’s then outstanding voting securities by any person or group
is approved over the formal objection of the Company by the Securities and Exchange
Commission pursuant to Section 9 of the Public Utility Holding Company Act of 1935,
as amended. However, no Change in Control shall be deemed to have occurred with
respect to an Executive by reason of any event involving a transaction in which (i)
the Executive or a group of persons or entities with which the Executive acts in
concert, acquires, directly or indirectly, more than 30 percent of the common stock
or the business or assets of the Company, (ii) any event involving or arising out
of a proceeding under Title 1l of the United States Code (or the provisions of any
future United States bankruptcy law), an assignment for the benefit of creditors or
an insolvency proceeding under state or local law, or (iii) 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 be deemed not to
constitute a Change in Control. For purposes of this Section 2.2, “Company” shall
mean the Employer or a Related Company.



2.3 Committee means the committee designated in Section 6.1 to administer the Plan.


 


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2.4 Employer means Chesapeake Utilities Corporation and any subsidiary or affiliated
corporation of the foregoing that, with the consent of the Board, adopts the Plan; or any
corporation with which one or more of the foregoing might be consolidated by merger, by purchase of
assets, or by dissolution of a subsidiary corporation, that adopts the Plan; or any corporate
successor of one or more of the foregoing that adopts the Plan.



2.5 Excess Benefit means the excess (if any) of an Executive’s or Beneficiary’s
Unrestricted Benefit over the Executive’s or Beneficiary’s Maximum Benefit.



2.6 Executive means a person who is entitled to receive a benefit as a Member pursuant
to the provisions of the Pension Plan, and who has an Excess Benefit under the Plan. Executives
(and Beneficiaries) are further defined as either a Group A Participant or a Group B Participant.



2.7 Maximum Benefit means the benefit payable to an Executive or his Beneficiary
during any calendar month by the Pension Plan.



2.8 Pension Plan means the Chesapeake Utilities Corporation Pension Plan, as amended
from time to time.



2.9 Plan means the Chesapeake Utilities Corporation Supplemental Executive Retirement
Plan, as set forth herein and as amended from time to time.




2.10 Plan Year means the calendar year.



2.11 Related Company means the Employer, any Affiliated Company, and any other
employer the majority interest in which is held, directly or indirectly, by the Employer or an
Affiliated Company.



2.12 Unrestricted Benefit means the benefit that would be payable to an Executive or
his Beneficiary during any calendar month by the Pension Plan in the form elected by the
Participant under the Pension Plan if Code Sections 401(a)(17) and 415, and the provisions of the
Pension Plan that implement them, did not apply to the Executive and his Beneficiary.


 


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ARTICLE III




PAYMENT OF EXCESS BENEFITS




3.1 Group A Participants. Subject to the provisions of Article IV, an Executive or
Beneficiary who is a Group A Participant, shall receive a monthly payment for each month for which
the Executive or Beneficiary is entitled to receive a benefit under the Pension Plan, in an amount
equal to the Executive’s or Beneficiary’s Excess Benefit.



Notwithstanding the foregoing, if the value of the immediate lump-sum payment that is the
Actuarial Equivalent (within the meaning of Section 1.2 of the Pension Plan) of the Executive’s
(and his Beneficiary’s) Excess Benefit on the date as of which the Executive’s employment with the
Employer and any Affiliated Company terminates does not exceed $3,500, the Committee shall direct
that such lump-sum payment be made to the Executive as soon as practicable after that date.
Similarly, if the Executive dies before commencing receipt of benefits under the Plan, and the
value of the immediate lump-sum payment that is the Actuarial Equivalent (within the meaning of
Section 1.2 of the Pension Plan) of his Beneficiary’s Excess Benefit on the date of his death does
not exceed $3,500, the Committee shall direct that such lump-sum payment be made to his Beneficiary
as soon as practicable after that date.



3.2 Group B Participants. Subject to the provisions of Article IV, an Executive or
Beneficiary who is a Group B Participant, shall make an election no later than December 31, 2008,
regarding the form and timing of the payment of the Executive’s or Beneficiary’s Excess Benefit.
Such election shall be in writing, in a form acceptable to the Committee, and shall specify such
information as required by the Committee and shall be irrevocable once made. If a Group B
Participant fails to make an election of a time and form of payment, his benefit shall be payable
at age 65 (Normal Retirement Age) in the form of a single life annuity for the Group B
Participant’s life (the default payment election).


 


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(a) Time of Payment. A Group B Participant may elect to receive his Excess
Benefit from the Plan upon: (i) the later of “Separation from Service” (as defined
in Treasury Regulations Section 1.409A-1(h)(1) (without the application of any
elective changes to such definition) or attainment of age 55 (Early Retirement Age
under the Pension Plan); or (ii) upon attainment of Normal Retirement Age (age 65),
without regard to whether or not a
Separation from Service has yet occurred. Such payment shall be made, or commence
to be made, within 90 days of the selected distribution date. If, however, a Group
B Participant who is a “specified employee” (as defined in Code Section 409A)
elects to receive payment upon Separation from Service, no amount shall be
distributed earlier than the first business day that is at least six months after
the specified employee’s Separation from Service.




(b) Form of Payment. A Group B Participant may elect to receive his Excess
Benefit from the Plan in one of the following forms of payment, each of which shall
be the Actuarial Equivalent of payment in the form of a single life annuity for the
life of the Group B Participant:




(i) a life annuity, ceasing payments upon the death of the Group B
Participant;




(ii) a Qualified Joint and Survivor Annuity payable for the life of the
Group B Participant with a survivor annuity equal to 50% of the amount
payable during the joint annuity period continuing to his surviving spouse,
if applicable;




(iii) an annuity payable for the life of the Group B Participant with
payments guaranteed for a minimum of 10 years to the Group B Participant
and, if the Group B Participant dies before 10 years of payments, such
amount continuing to a Beneficiary until 10 years of payments have been
made;




(iv) a joint and survivor annuity payable for the life of the Group B
Participant and continued upon his death for the life of his surviving
designated beneficiary, with the designated beneficiary’s benefit to be 50
percent, 66 2/3 percent or 100 percent (as elected by the Group B
Participant) of the benefit paid or payable for each month to the Group B
Participant during his lifetime; or


 


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(vi) a single, lump sum that is the “Present Value” of the single life
annuity benefit. For this purpose, “Present Value” means the lump sum
actuarial equivalent of the Group B Participant’s Excess Benefit calculated
by using the interest rate and mortality table defined as
follows: (I) The interest rate shall be based on the interest rate used
to calculate lump sum distributions from the Pension Plan, which is the
interest rate under Code Section 417(e)(3) for the month of November
preceding the calendar year in which the payment date falls; and (II) The
mortality table shall be the mortality table prescribed by the Secretary of
the Treasury under the authority of Section 417(e)(3) of the Code based
upon the prevailing commissioners’ standard table used to determine the
minimum present value of a participant’s benefit in the Pension Plan on the
date as of which the Present Value is being determined. As of the
effective date of this amendment and restatement of the Plan, this
mortality table for 2008 is the table prescribed by Rev. Rul. 2007-67,
which shall be updated annually thereafter by the Internal Revenue Service.




(c) Death Benefit. The death benefit, if any, payable to a Group B
Participant’s Beneficiary shall be determined based on the form of payment elected
by such Group B Participant and, if no form is elected, the default payment shall
be a single life annuity under which no death benefit shall be payable. If a Group
B Participant dies after benefit payments have commenced, the Beneficiary of the
deceased Group B Participant shall receive the remaining payments due under the
form of payment selected, if any. If a Group B Participant dies before benefit
payments have commenced, the amount payable to the Beneficiary of the Group B
Participant shall be based on the method of payment elected, with a single life
annuity providing no death benefit, a joint and survivor or Qualified Joint and
Survivor Annuity providing the stated level of survivor annuity as though the Group
B Participant had Separated from Service on the date of his death (or as of the
actual date of Separation from Service if earlier), and a lump sum payment being
payable in full to the Beneficiary in lieu of the Group B Participant. In the case
of a Group B Participant who dies before benefit payments have commenced, the death
benefit shall be paid, or commence to be paid, as applicable, within 90 days after
the date of death and shall be the Actuarial
Equivalent of the benefit otherwise payable at the selected payment commencement
date if the Group B Participant’s death precedes when benefits otherwise would have
commenced. Notwithstanding the foregoing, if the Group B Participant was at least
age 55 at his death, the factors set forth in Section 5.3 of the Pension Plan (as
of December 31, 2004) shall be used to determine the reduction in the amount
payable due to death prior to the scheduled distribution date, if any.


 


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ARTICLE IV




TERMINATION OF EMPLOYMENT




4.1 Termination for Cause. No payments shall be made under the Plan to or in respect
of an Executive whose employment is terminated as a result of conduct determined by the Committee
in its sole discretion to have had an adverse effect on the Employer or a Related Company, provided
that:




(a) an Executive’s employment shall not be deemed to have terminated as a result of
conduct that had an adverse effect on the Employer or a Related Company unless the
Executive: (i) engaged in unlawful acts intended to result in the substantial
personal enrichment of the Executive at the expense of the Employer or a Related
Company; or (ii) engaged (except by reason of incapacity due to illness or injury)
in a material violation of his responsibilities to the Employer and the Related
Companies that resulted in a material injury to the Employer or a Related Company;
and




(b) the Executive’s employment shall not be deemed to have terminated as a result
of conduct that had an adverse effect on the Employer or a Related Company for
purposes of subsection (a) of this Section 4.1 unless and until there has been
delivered to him a Notice of Termination, consisting of a copy of a resolution duly
adopted by the affirmative vote of not less than three-fourths (3/4ths) of the
entire membership of the Board at a duly held meeting of the Board (with reasonable
notice to the Executive and an opportunity for the Executive, together counsel, to
be heard before the Board), finding that the Executive has engaged in the conduct
set forth above in this Section 4.1 and specifying the particulars thereof in
detail. The Board may not delegate or assign its duties under this Section 4.1.


 


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4.2 Conduct after Termination.




(a) No additional payments shall be made under the Plan to or in respect of an
Executive who, before the second anniversary of the termination of his employment,
renders services for any organization or engages directly or indirectly in any
business that, in the judgment of the Committee, competes directly with, or that is
otherwise prejudicial to or conflicts with the interests
of, the Employer or a Related Company. The Executive may be required to certify to
the above condition in a format acceptable to the Committee from time to time
before receiving any subsequent payments under the Plan. The Executive shall be
free, however, to purchase, as an investment or otherwise, stock or other
securities of such organizations so long as they are listed upon a recognized
securities exchange or traded over-the-counter, and such investment does not
represent a substantial investment to the Executive or a greater than 10 percent
equity interest in the organization. The Committee shall direct that any remaining
payments to or in respect of the Executive be terminated and forfeited upon a
determination by the Committee that the Executive has engaged in conduct that
requires the forfeiture of payments to or in respect of the Executive pursuant to
this Section 4.2. Further, the Committee may pursue the return to the Employer of
any payments made under the Plan after the commencement of such conduct, together
with interest at a rate determined by the Committee in its sole discretion.




(b) After a Change in Control, subsection (a) of this Section 4.2 shall no longer
apply to any Executive unless, before the Change in Control, the Committee has
determined that the Executive has engaged in conduct that requires the forfeiture
of payments to or in respect of the Executive pursuant to that subsection.


 


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ARTICLE V




NATURE OF INTEREST OF EXECUTIVE




5.1 In General. Participation in this Plan shall not create, in favor of any
Executive or Beneficiary, any interest in or lien against any of the assets of the Employer. An
Executive’s or Beneficiary’s rights to benefits payable under the Plan are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance. Except to
the extent required by Section 5.2, nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Employer and an Executive or any other person, and the promise of the
Employer to pay benefits hereunder shall at all times remain unfunded as to the Executive or
Beneficiary, whose rights hereunder shall be limited to those of a general and unsecured creditor
of the Employer.



5.2 Funding of Plan Under Certain Circumstances. In the event of a Change in Control,
the Committee shall fund fully all benefits accrued under the Plan through that date through the
purchase of fully-paid annuity or life insurance contracts or deposits to a “rabbi” trust, as
described below. In addition, the Committee may fund the benefits accrued under the Plan, in whole
or in part, in the same manner in its sole discretion under any other circumstances. The Committee
shall cause any annuity or life insurance contracts purchased pursuant to this Section 5.2 and any
other assets set aside or otherwise accumulated pursuant to this Section 5.2 to be held by a
“rabbi” trust that conforms to the standards prescribed by Internal Revenue Service Revenue
Procedures 92-64, as amended from time to time, or any successor thereto. Any annuity or life
insurance contracts purchased pursuant to this Section 5.2 and any other assets set aside or
otherwise accumulated pursuant to this Section 5.2 shall not be assets of the Plan. Executives and
Beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any such
contracts or other assets, and such contracts or other assets shall be subject to the claims of the
Employer’s general creditors in the event of the insolvency of the Employer.


 


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ARTICLE VI




ADMINISTRATION




6.1 Committee. The Plan shall be administered by the Employee Benefits Committee of
Chesapeake Utilities Corporation. The Committee shall serve at the pleasure of the Board. The
Committee may allocate its responsibilities for the administration of the Plan among its members or
among any subcommittee(s) it may appoint and may designate persons other than its members to carry
out its responsibilities under the Plan.



6.2 Expenses. The expenses incident to the operation of the Plan, including the
compensation of attorneys, advisors, actuaries, and such other persons providing technical and
clerical assistance as may be required, shall be paid directly by the Employer.



6.3 Powers of the Committee. In addition to any implied powers and duties that may be
needed to carry out the provisions of the Plan, the Committee shall have the following specific
discretionary powers and duties:




(a) to make and enforce such rules and regulations as it shall deem necessary or
proper for the efficient administration of the Plan;




(b) to interpret the Plan and to decide any and all matters arising hereunder,
including the right to remedy possible ambiguities, inconsistencies, or omissions;
provided that all such interpretations and decisions shall be applied in a uniform
and non-discriminatory manner to all persons similarly situated;



 


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(c) to compute the amount of benefits that shall be payable to any Executive,
former Executive, or Beneficiary in accordance with the provisions of the Plan,
and, in the event that the Committee determines that excessive benefits have been
paid to any person, the Committee may suspend payment of future benefits to such
person or his Beneficiary or reduce the amount of such future benefits until the
excessive benefits and any interest thereon determined by the Committee have been
recovered;




(d) to appoint other persons to carry out such ministerial responsibilities under
the Plan as it may determine; and




(e) to employ one or more persons to render advice with respect to any of its
responsibilities under the Plan.



6.4 Finality. Subject to the provisions of Section 6.5, determinations by the
Committee and any interpretation, rule, or decision adopted by the Committee under the Plan or in
carrying out or administering the Plan shall be final and binding for all purposes and upon all
interested persons, their heirs, and personal representatives.



6.5 Benefit Claims Procedure. A claim for a benefit under the Plan by any person
shall be filed in the manner and governed by the procedures set forth in Section 12.13 of the
Pension P1an.


 


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ARTICLE VII




AMENDMENTS




Chesapeake Utilities Corporation reserves the right to amend the Plan, retroactively or
prospectively, at any time; provided that no such amendment shall result in the reduction or
forfeiture of benefits already accrued under the Plan (including, without limitation, the right to
the funding of those benefits in the event of a Change in Control). The right to amend the Plan
shall be exercised by the Board pursuant to a written resolution adopted in accordance with the
by-laws of the Employer; provided that the Committee may amend the Plan to the extent necessary to
comply with the requirements of law or the purpose of the Plan as set forth in Article I. The
Committee shall have the right by written resolution to amend the Plan from time to time, for the
purpose of meeting the requirements of Code Section 409A.


 


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ARTICLE VIII




MISCELLANEOUS




8.1 Participation by Affiliated Company. Subject to the consent of the Committee, an
Affiliated Company was permitted to become an Employer under the Plan by delivering to the
Committee a resolution of its board of directors approving such action. With the consent of the
Committee, such Affiliated Company became an Employer as of an effective date approved by the
Committee and is subject to the provisions of the Plan. No new participating Affiliated Companies
shall be permitted to join the Plan after December 31, 2008.



8.2 Incapacity. If the Committee determines that any person entitled to benefits
hereunder is unable to care for his affairs because of illness or accident, any payment due (unless
a duly qualified guardian or other legal representative has been appointed) may be paid for the
benefit of such person to his spouse, parent, sibling, or other party deemed by the Committee to
have incurred expenses for such person.



8.3 Required Information. Any person eligible to receive benefits hereunder shall
furnish to the Committee any information or proof requested by the Committee and reasonably
required for the proper administration of the Plan. Failure on the part of any person to comply
with any such request within a reasonable period of time shall be sufficient grounds for delay in
the payment of any benefits that may be due under the Plan until such information or proof is
received by the Committee. If any person claiming benefits under the Plan makes a false statement
that is material to such person’s claim for benefits, the Committee may offset against future
payments any amount paid to such person to which such person was not entitled under the provisions
of the Plan.



8.4 Inability to Locate Executives. Each Executive and each Beneficiary entitled to
receive a benefit under the Plan shall keep the Committee advised of his current address. If the
Committee is unable to locate an Executive or Beneficiary to whom a benefit is payable under the
Plan for a period of thirty-six (36) months, commencing with the first day of the month as of which
such benefit becomes payable, the total amount payable to such Executive or Beneficiary shall be
forfeited.


 


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8.5 No Right to Employment. Nothing herein contained shall be deemed to give any
employee the right to be retained in the service of the Employer or the Affiliated Companies or to
interfere with the right of the Employer and the Affiliated Companies to discharge any employee at
any time without regard to the effect that such discharge might have upon the employee under the
Plan.



8.6 Withholding Taxes. The Committee may make any appropriate arrangements for the
deduction of any taxes required to be withheld by any government or government agency, from all
amounts provided under the Plan or from cash compensation or other sources if the amounts provided
under the Plan are subject to tax before they are paid. The Executive and/or his Beneficiary shall
bear all taxes on amounts paid under the Plan to the extent that no taxes are withheld,
irrespective of whether withholding is required.



In addition to the foregoing and in accordance with Code Section 409A and the regulations
issued thereunder, the Plan shall permit the withholding from any payment of any amounts necessary
to (a) satisfy federal and applicable state or city employment tax withholding obligations that
arise under the Plan prior to the date that payment may otherwise be made under the Plan and/or (b)
satisfy the excise tax or underpayment penalties owed under Code Section 409A in the event of a
violation of Code Section 409A under the Plan.



8.7 Gender and Number. In order to shorten and to improve the understandability of
the Plan document by eliminating the repeated usage of such phrases as “his or her,” any masculine
terminology herein shall also include the feminine and neuter, except when otherwise indicated by
the context.



8.8 Headings. Any headings used in this instrument are for convenience of reference
only and are to be ignored in the construction of any provision hereof.



 


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8.9 Severability. If any provision of the Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the remaining parts of the Plan and the
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.



8.10 Governing Law. The Plan shall be construed, administered, and regulated in
accordance with the laws of the State of Delaware, except to the extent that such laws are
preempted by Federal law.



8.11 Effective Date. The Plan, as hereby amended and restated, shall be effective as
of January 1, 2009.




	 	 	 	 	 	 	 
	 	 	Chesapeake Utilities Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	Its:	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	Date:	 	 	 
	 

	 	 	 	 	 	 





 


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SCHEDULE A — Group A and B Participants




GROUP A PARTICIPANTS:




Ralph Adkins




GROUP B PARTICIPANTS:




Mike McMasters

John Schimkaitis

Steve Thompson





 


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