CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is entered into as of
the 23rd day of January, 2003, by and between J. Richard Tompkins (the
"Consultant") and Middlesex Water Company (the "Company").
WHEREAS, the Consultant has served as CEO of the Company up to his
retirement as of January 31, 2003; and
WHEREAS, the Company desires to enter into a consulting agreement
with the Consultant following his retirement upon the terns and conditions set
forth herein; and
WHEREAS, at the time of his retirement, the Consultant was the
beneficial owner of 10,950 shares of Restricted Stock of the Company which is
held by the Company in escrow (the "Restricted Stock"); and
WHEREAS, the Company has the right to reacquire those shares of
Restricted Stock which were not held by the Consultant for five years prior to
his retirement from the Company; and
WHEREAS, the Consultant has requested the Company to waive its right
to reacquire the Restricted Stock, and the Company has agreed to consider such
request subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein; and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties agree as follows:
1. The Consultant hereby acknowledges that the Company has
the right to reacquire the Restricted Stock upon the
Consultant's retirement at no cost to the Company. In
consideration of the terms and conditions set forth
herein, the Company is willing to waive its right to
reacquire such Restricted Stock and is willing to
distribute the Restricted Stock to the Consultant at
such times and upon such terms as hereinafter set forth.
2. Commencing February 1, 2003 and continuing up to and
including January 31, 2004, the Consultant shall act as
a consultant to the Company for which he will receive a
fee of $50,000 per year. Although the parties have not
specified a fixed time for such consulting services, it
is contemplated that the Consultant will be available
for such consulting services approximately three days
per month based on a value of approximately $1,200 to
$1,500 per day.
3. During the consulting period, the Consultant will be
available to review correspondence, render advice on
projects as requested by the Company, attend various
meetings as requested by the Company, and in general, to
perform any and all such other services as the Company
may reasonably require of the Consultant as a consultant
to the Company.
4. During the period of the consulting agreement referred
to above, and continuing for a two-year period
thereafter, the Consultant agrees that he will not
directly, or indirectly, in any individual or
representative capacity, carry on, engage or participate
in any business in the State of New Jersey and Delaware
that is in direct competition in any manner whatsoever
with the business of the Company, except as may be
expressly agreed to in writing by the Company.
5. Unless the Consultant fails to perform his obligations
and duties as set forth in this Agreement, the Company
agrees to release from escrow and to distribute shares
of Restricted Stock to the Consultant in accordance with
the following schedule:
|X| On October 1, 2003 - 2,750 Shares
|X| On October 1, 2004 - 2,750 Shares
|X| On October 1, 2005 - 2,750 Shares
|X| On February 1, 2006 - 2,700 Shares
6. In the event of the disability (as defined under the
Company's 1989 Restricted Stock Plan, as the same may be
amended from time to time, herein the "Plan") of the
Consultant during the term of this Agreement, or in the
event of a Change in Control Event as defined in the
Plan, the right of the Company to reacquire the
Restricted Stock shall lapse and cease to be effective.
Upon the occurrence of either such event, the balance of
the Restricted Stock shall be released from escrow and
delivered to the Consultant. Additionally, in the event
that the Consultant should die during the term of this
Agreement, the right of the Company to reacquire the
Restricted Stock shall lapse and cease to be effective,
and the balance of the Restricted Stock then held in
escrow shall be paid to the Consultant's beneficiary as
provided for under the Plan.
7. This Agreement constitutes the entire agreement of the
parties relating to the subject matter hereof, and this
Agreement supercedes all prior communications,
representations or agreements, verbal or written between
the parties relating to the subject matter hereof.
8. This Agreement is for the benefit of the Consultant and
the Company and will be governed by and construed in
accordance with the laws of the State of New Jersey.
Neither party may assign or otherwise transfer its
rights or delegate its duties under this Agreement
without prior written consent, and any attempt to do so
without consent is void.
9. Each party acknowledges that he or it has had the
opportunity to review the provisions of this Agreement
with independent advisors (financial, legal or
otherwise) prior to the execution of this Agreement by
each such party.
IN WITNESS WHEREOF, the undersigned parties have executed this
Agreement as of the date first written above.
MIDDLESEX WATER COMPANY
By: /s/ Dennis G. Sullivan
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Dennis G. Sullivan
President
By: /s/ J. Richard Tompkins
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J. Richard Tompkins