FIRST
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This First
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 S. Robert
Zola (the “Executive”).
The
parties to this Amendment (the “Parties”) entered into
an Executive Employment Agreement as of December 29, 2006 (the
“Original Agreement”), regarding the Executive’s
employment relationship with the Company. The Parties desire to
amend the Original Agreement as set forth below.
1.
Definitions . All capitalized terms used in this Amendment
but which are not otherwise defined herein, shall have the
respective meanings given those terms in the Original
Agreement.
2.
Amendments to Original Agreement .
(a)
Compensation and Benefits . Subparagraphs 5(c)(i) and
5(c)(ii) of the Original Agreement are hereby deleted in their
entirety and, in lieu thereof, there is substituted the
following:
“(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 granted
on an annual basis at the discretion of the Board during the Term
of this Agreement.
(ii)
Chesapeake Utilities Corporation Cash Bonus Incentive Plan .
Executive shall be eligible for a cash bonus award equal to 30
percent (30%) of Base Compensation, granted on an annual basis at
the discretion of the Board during the Term of this Agreement. At
the discretion of the Board, Executive shall also be eligible for
an additional cash bonus award equal to 10 percent (10%) of
the excess of the Sharp’s earnings before interest and taxes
(“EBIT”) for the respective year over the upper EBIT
target for the same year.”
(b)
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.”
(c)
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
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”). The number of substantially equal
installments shall be equal to the number of regu
