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AMENDMENT
TO EXECUTIVE EMPLOYMENT AGREEMENT
This
Amendment to Executive Employment Agreement (this
“Amendment”) is made effective as of January 1,
2009, by and between Chesapeake Utilities Corporation , a
Delaware corporation (the “Company”), and Michael P.
McMasters (the “Executive”).
The
parties to this Amendment (the “Parties”) entered into
an Executive Employment Agreement as of December 29, 2006 (the
“Employment Agreement”), regarding the
Executive’s employment relationship with the Company. The
Parties desire to amend the Employment Agreement pursuant to
Paragraphs 18 and 20 of the Employment Agreement in order to comply
with the final Treasury Regulations issued under Section 409A
of the Internal Revenue Code of 1986, as amended (the
“Code”). The Employment Agreement, as amended by this
Amendment, is hereinafter collectively referred to as the
“Agreement.”
Amendment
of the Employment Agreement
The
Parties hereby acknowledge the accuracy of the foregoing Background
Information and hereby agree as follows:
1.
Definitions . All capitalized terms used in this Agreement
but which are not otherwise defined herein, shall have the
respective meanings given those terms in the Employment Agreement,
as applicable.
2.
Expenses . Paragraph 5(g) of the Agreement is hereby amended
by adding the following to the end thereof:
“If
any reimbursements under this provision are taxable to the
Executive, such reimbursements shall be paid on or before the end
of the calendar year following the calendar year in which the
reimbursable expense was incurred, and the Company shall not be
obligated to pay any such reimbursement amount for which Executive
fails to submit an invoice or other documented reimbursement
request at least 10 business days before the end of the calendar
year next following the calendar year in which the expense was
incurred. Such expenses shall be reimbursable only to the extent
they were incurred during the term of the Agreement. In addition,
the amount of such reimbursements that the Company is obligated to
pay in any given calendar year shall not affect the amount the
Company is obligated to pay in any other calendar year. In
addition, Executive may not liquidate or exchange the right to
reimbursement of such expenses for any other
benefits.”
3.
Payment Upon Termination During Extended Term . Paragraph
6(c) of the Agreement is hereby amended by adding the following to
the end thereof:
“In
addition, and notwithstanding the foregoing provisions of this
Paragraph 6(c), if the Extended Termination Date occurs more
than two (2) years after the occurrence of a Change in
Control, then the amount payable in cash under this provision shall
be payable in substantially equal installments over the one
(1) year period following the Executive’s
“separation from service” within the meaning of Code
Section 409A. The number of substantially equal installments
shall be equal to the number of regular payroll periods during said
one (1) year period, with one installment payable on each such
payroll period. In addition, to the extent required in
order
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