CHESAPEAKE UTILITIES CORP
PERFORMANCE SHARE AGREEMENT-JRS/MPM
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>doc7.txt
<DESCRIPTION>PERFORMANCE SHARE AGREEMENT-JRS/MPM
<TEXT>


                           PERFORMANCE SHARE AGREEMENT

                                 PURSUANT TO THE

                        CHESAPEAKE UTILITIES CORPORATION
                           PERFORMANCE INCENTIVE PLAN


     AGREEMENT  dated as of December 4, 2003, and entered into, in duplicate, by
and  between  Chesapeake  Utilities  Corporation,  a  Delaware  corporation (the
"Company"),  and  [name  of  officer] (the "Grantee") who resides at [address of
officer].

     WITNESSETH  that:

     WHEREAS,  the  Chesapeake  Utilities Corporation Performance Incentive Plan
(the "Plan") has been duly adopted by action of the Company's Board of Directors
(the  "Board")  as  of  January  1,  1992;  and

     WHEREAS, the Committee of the Board of Directors of the Company referred to
in the Plan (the "Committee") has determined that it is in the best interests of
the  Company  to  grant the Performance Share Award described herein pursuant to
the  Plan;  and

     WHEREAS,  the shares of the Common Stock of the Company that are subject to
this  Agreement, when added to the other shares of Common Stock that are subject
to  awards  granted  under the Plan, do not exceed the total number of shares of
Common Stock with respect to which awards are authorized to be granted under the
Plan;

     NOW,  THEREFORE,  it  is  hereby  covenanted  and agreed by and between the
Company  and  the  Grantee  as  follows:

Section 1. Performance Share Award

     The Company hereby grants to the Grantee a Performance Share Award for the
year ending December 31, 2004 (the "Award Year"). As more fully described
herein, the Grantee may earn a maximum total of [number of shares awarded]
shares (the "Contingent Performance Shares") upon the Company's achievement of
the Performance Goals set forth in Section 2. Alternatively, the Grantee may
elect to receive [number of shares awarded] shares (the "Forfeitable Performance
Shares"), as detailed in Section 3, in lieu of receiving any Contingent
Performance Shares. The Forfeitable Performance Shares shall be subject to
forfeiture conditions, as set forth in Section 3(c).

Section 2. Contingent Performance Shares

     (a) As soon as practicable after the Company's independent auditors have
certified the Company's financial statements for the Award Year, the Committee
shall determine for purposes of this Agreement the Company's (1) earnings growth
("EG"), (2) growth in non-regulated investments ("NRIG") and (3) Shareholder
Value as of the end of the Award Year. The EG, NRIG and Shareholder Value shall
be determined by the Committee based on financial results reported to
shareholders in the Company's annual reports and shall be subject to adjustment
by the Committee for extraordinary events during the Award Year. The Committee
shall promptly notify the Grantee of its determination.

     (b) The Grantee may earn up to [number of shares awarded] Contingent
Performance Shares (the "Maximum Award") as follows:

          (1) The performance measured for Shareholder Value will be the value
     of $10,000 invested in the Company stock compared to a Utility Index. If
     the Company's performance exceeds the Utility Index, the Grantee will be
     eligible to earn up to 30% of the Maximum Award for the Award Year. If the
     value of $10,000 invested for the Award Year does not exceed the Utility
     Index for the Award Year, the Grantee shall not earn any Contingent
     Performance Shares under this Paragraph (b)(1).

          (2) The performance measured for EG will be based upon the performance
     of the Company's regulated natural gas operations, the Company's Delmarva
     propane distribution operations and the overall corporate results of
     operation.

               a. The performance measured for EG for the Company's regulated
          natural gas operations will be based upon achieving at least 90% of
          the average allowed pre-tax return on investment ("target return on
          investment") in the Award Year. If the Company's regulated operations
          achieve the target return on investment in the Award Year, the Grantee
          will be eligible to earn at least 12.5% of the Maximum Award. If the
          target return on investment is not achieved in the Company's regulated
          natural gas operations, the Grantee shall not earn any Contingent
          Performance Shares under this paragraph (b)(2)(a).

               b. The performance measured for EG for the Company's Delmarva
          propane distribution operation will be based upon generating at least
          the target level of earnings, before interest expense and income taxes
          ("target EBIT"), for the Award Year. If the Delmarva propane
          distribution operation achieves the target EBIT, the Grantee will be
          eligible to earn 12.5% of the Maximum Award. If the target EBIT in the
          Company's Delmarva propane distribution operation is not achieved, the
          Grantee will not be eligible to any Contingent Performance Shares
          under this paragraph (b)(2)(b).

               c. The performance measured for overall corporate results of
          operation will be based upon achieving an earnings per share of $1.60
          or greater for the award year. If the Company achieved the targeted
          earnings per share, the Grantee will be eligible to earn 20% of the
          maximum award. If the targeted earnings per share is not achieved, the
          Grantee will not be eligible to receive any Contingent Performance
          Shares under this paragraph (b)(2)(c).

          (3) The performance measured for growth in non-regulated investments
     ("NRIG") will be based upon execution of the Company's long-term strategic
     plan, assuming attainment of pre-authorized milestones and objectives. If
     the long-term strategy is executed, the Grantee will be eligible to earn
     25% of the Maximum Award. If the long-term strategic plan is not executed,
     after approval from the Company's Board of Directors, the Grantee shall not
     earn any Contingent Performance Shares under this paragraph (b)(3).

     (c) Contingent Performance Shares that are earned by the Grantee pursuant
to this Section 2 shall be issued promptly, without payment of consideration by
the Grantee. The Grantee shall have the right to vote the Contingent Performance
Shares and to receive the dividends distributable with respect to such shares on
and after, but not before, the date on which the Grantee is recorded on the
Company's ledger as holder of record of the Contingent Performance Shares (the
"Issue Date"). If, however, the Grantee receives shares of Common Stock as part
of any dividend or other distribution with respect to the Contingent Performance
Shares, such shares shall be treated as if they are Contingent Performance
Shares, and such shares shall be subject to all of the terms and conditions
imposed by this Section 2.

     (d) Sale, transfer, pledge, or hypothecation of the Contingent Performance
Shares shall be prohibited for a period of three (3) years after the Issue Date
(the "Limitation Period"), and the Performance Shares shall bear a restrictive
legend to that effect. Any attempt to dispose of Contingent Performance Shares
in contravention of this Agreement shall be ineffective. Upon expiration of the
Limitation Period, the transfer restrictions imposed by this Section shall
expire, and new certificates representing the Contingent Performance Shares,
without the restrictive legend described in this paragraph (d), shall be issued,
subject to the provisions of paragraph (e) of this Section 2.

     (e) The Performance Shares will be not registered for resale under the
Securities Act of 1933 or the laws of any state except when and to the extent
determined by the Board pursuant to a resolution. Until a registration statement
is filed and becomes effective, however, transfer of the Contingent Performance
Shares after expiration of the Limitation Period shall require the availability
of an exemption from such registration, and prior to the issuance of new
certificates, the Company shall be entitled to take such measures as it deems
appropriate (including but not limited to obtaining from the Grantee an
investment representation letter and/or further legending the new certificates)
to ensure that the Contingent Performance Shares are not transferred in the
absence of such exemption.

     (f) In the event of a Change in Control, as defined in the Plan, during the
Award Year, the Grantee shall earn at least the Maximum Award of Contingent
Performance Shares set forth in this Section 2, as if all employment and
performance criteria were satisfied, pro rated based on the proportion of the
Award Year that has expired as of the date of such Change in Control.

     (g) If, during the Award Year, the Grantee is separated from employment,
Contingent Performance Shares shall be deemed earned or forfeited as follows:

          (1) Upon voluntary termination by the Grantee (other than for
     retirement at age 65 or as accepted by the Committee) or termination by the
     Company for failure of job performance or other just cause as determined by
     the Committee, all unearned Contingent Performance Shares shall be
     forfeited immediately;

          (2) If the Grantee separates from employment by reason of death or
     total and permanent disability (as determined by the Committee), the number
     of Contingent Performance Shares that would otherwise have been earned at
     the end of the Award Year shall be reduced by pro rating such Contingent
     Performance Shares based on the proportion of the Award Year during which
     the Grantee was employed by the Company, unless the Committee determines
     that the Contingent Performance Shares shall not be so reduced;

          (3) Retirement of the Grantee at age 65 or as accepted by the
     Committee shall not affect the Contingent Performance Shares, which shall
     continue to be earned through the remainder of the Award Year, as set forth
     above.

     (h) The Grantee shall be solely responsible for any federal, state and
local income taxes imposed in connection with the delivery of Contingent
Performance Shares. Prior to the transfer of any Contingent Performance Shares
to the Grantee, the Grantee shall remit to the Company an amount sufficient to
satisfy any federal, state, local and other withholding tax requirements. The
Grantee may elect to have all or part of any withholding tax obligation
satisfied by having the Company withhold shares otherwise deliverable to the
Grantee as Contingent Performance Shares, unless the Committee determines
otherwise by resolution. If the Grantee fails to make such payments or election,
the Company and its subsidiaries shall, to the extent permitted by law, have the
right to deduct from any payments of any kind otherwise due to the Grantee any
taxes required by law to be withheld with respect to the Contingent Performance
Shares.

Section 3. Forfeitable Performance Shares

     (a) In lieu of earning Contingent Performance Shares, the Grantee may elect
to receive [number of shares awarded] Forfeitable Performance Shares,
irrespective of whether the Company meets any Performance Goals. The Grantee
must make any such election on or before September 30, 2004, and the election
must be made in writing, in a manner prescribed by the Committee. Once made, the
election is irrevocable. If a Grantee makes such an election, he shall not
receive any Contingent Performance Shares under this Agreement.

     (b) Any Forfeitable Performance Shares received by the Grantee pursuant to
this Section 3 shall be issued as promptly as possible after December 31, 2004,
without payment of consideration by the Grantee. The Grantee shall have the
right to vote the Forfeitable Performance Shares and to receive the dividends
distributable with respect to such shares on and after, but not before, the date
on which the Grantee is recorded on the Company's ledger as holder of record of
the Forfeitable Performance Shares (the "Issue Date"). If, however, the Grantee
receives shares of Common Stock as part of any dividend or distribution with
respect to the Forfeitable Performance Shares, such shares shall be treated as
if they are Forfeitable Performance Shares, and such shares shall be subject to
all of the terms and conditions imposed by this Section 3.

     (c) The Forfeitable Performance Shares shall be subject to the following
restrictions:

          (1) Sale, transfer, pledge or hypothecation of the Forfeitable
     Performance Shares shall be prohibited for a period of three (3) years
     after the Issue Date (the "Restriction Period"), and the certificates
     evidencing the Forfeitable Performance Shares shall bear an appropriate
     restrictive legend that refers to the terms, conditions, and restrictions
     set forth in this Agreement. Any attempt to dispose of Forfeitable
     Performance Shares in contravention of this Agreement shall be ineffective.
     Upon expiration of the Restriction Period, the transfer restrictions
     imposed by this Section shall expire, and new certificates representing the
     Forfeitable Performance Shares, without the restrictive legend described in
     this paragraph (c)(1), shall be issued, subject to the provisions of
     paragraph (f) of this Section 3.

          (2) If, during the Restriction Period, the Grantee separates from
     employment for any reason other than death, normal retirement, total and
     permanent disability (as determined by the Committee), or involuntary
     termination without cause (as determined by the Committee), all Forfeitable
     Performance Shares shall be forfeited immediately.

     (d) All restrictions under paragraph (c) of this Section 3 shall
immediately expire on the earliest of: (A) the Grantee's separation from
employment because of death, total and permanent disability (as determined by
the Committee), or involuntary termination without cause (as determined by the
Committee), (B) a Change in Control, as defined in the Plan, or (C) the end of
the Restriction Period.

     (e) If, after the Grantee has made an election to receive Forfeitable
Performance Shares pursuant to Section 3(a), a Change in Control, as defined in
the Plan, occurs during the Award Year, the Grantee shall receive at least the
total number of Forfeitable Performance Shares due under this Agreement, pro
rated based on the proportion of the Award Year that has expired as of the date
of such Change in Control. Pursuant to Section 3(d), such Shares shall not be
subject to any of the restrictions imposed by this Section.

     (f) The Forfeitable Performance Shares shall be not registered for resale
under the Securities Act of 1933 or the laws of any state except when and to the
extent determined by the Board pursuant to a resolution. Until a registration
statement is filed and becomes effective, however, transfer of the Forfeitable
Performance Shares after expiration of the Restriction Period shall require the
availability of an exemption from such registration, and prior to the issuance
of new certificates, the Company shall be entitled to take such measures as it
deems appropriate (including but not limited to obtaining from the Grantee an
investment representation letter and/or further legending the new certificates)
to ensure that the Forfeitable Performance Shares are not transferred in the
absence of such exemption.

     (g) The Grantee shall be solely responsible for any federal, state and
local income taxes imposed in connection with receipt of the Forfeitable
Performance Shares:

          (1) The Grantee agrees that, no later than the date that the
     restrictions set forth in Section 3(c) lapse, he shall remit to the Company
     an amount sufficient to satisfy any federal, state, local and other
     withholding tax requirements.

          (2) The Grantee may elect to have all or part of any withholding tax
     obligation satisfied by having the Company withhold shares otherwise
     deliverable to the Grantee in connection with the Award of Restricted
     Stock, unless the Committee determines otherwise by resolution.

          (3) If the Grantee properly elects, within 30 days of the Issue Date,
     to include in gross income for federal income tax purposes an amount equal
     to the fair market value of the Forfeitable Performance Shares, he shall
     make arrangements satisfactory to the Committee to remit in the year of
     issue an amount sufficient to satisfy any federal, state, local and other
     withholding tax requirements with respect to such Forfeitable Performance
     Shares.

          (4) If the Grantee fails to make satisfactory arrangements to meet all
     withholding tax obligations, the Company and its subsidiaries shall, to the
     extent permitted by law, have the right to deduct from any payments of any
     kind otherwise due to the Grantee any taxes required by law to be withheld
     with respect to the Forfeitable Performance Shares.

Section 4. Additional Conditions to Issuance of Shares

     Each transfer of Contingent Performance Shares or Forfeitable Performance
Shares (together, the "Award Shares") shall be subject to the condition that if
at any time the Committee shall determine, in its sole discretion, that it is
necessary or desirable as a condition of, or in connection with, transfer of
Award Shares (i) to satisfy withholding tax or other withholding liabilities,
(ii) to effect the listing, registration or qualification on any securities
exchange or under any state or federal law of any Shares deliverable in
connection with such exercise, or (iii) to obtain the consent or approval of any
regulatory body, then in any such event such transfer shall not be effective
unless such withholding, listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.

Section 5. Adjustment of Shares

     (a) If the Company shall become involved in a merger, consolidation or
other reorganization, whether or not the Company is the surviving corporation,
any right to earn Contingent Performance Shares or to elect to receive
Forfeitable Performance Shares shall be deemed a right to earn or to elect to
receive the consideration into which the shares of Common Stock represented by
the Contingent Performance Shares or by the Forfeitable Performance Shares would
have been converted under the terms of the merger, consolidation or other
reorganization. If the Company is not the surviving corporation, the surviving
corporation (the "Successor") shall succeed to the rights and obligations of the
Company under this Agreement.

     (b) If any subdivision or combination of shares of Common Stock or any
stock dividend, capital reorganization or recapitalization occurs after the
adoption of the Plan, the Committee shall make such proportionate adjustments as
are appropriate to the number of Contingent Performance Shares to be earned
and/or to the number of Forfeitable Performance Shares to be received in order
to prevent the dilution or enlargement of the rights of the Grantee.

Section 6. No Right to Employment

     Nothing contained in this Agreement shall be deemed by implication or
otherwise to confer upon the Grantee any right to continued employment by the
Company or any affiliate of the Company.

Section 7. Notice

     Any notice to be given hereunder by the Grantee shall be sent by mail
addressed to Chesapeake Utilities Corporation, 909 Silver Lake Boulevard, Dover,
Delaware 19904, for the attention of the Committee, c/o the Secretary, and any
notice by the Company to the Grantee shall be sent by mail addressed to the
Grantee at the address of the Grantee shown on the first page hereof. Either
party may, by notice given to the other in accordance with the provisions of
this Section, change the address to which subsequent notices shall be sent.

Section 8. Assumption of Risk

     It is expressly understood and agreed that the Grantee assumes all risks
incident to any change hereafter in the applicable laws or regulations or
incident to any change in the market value of the Award Shares.

Section 9. Terms of Plan

     This Agreement is entered into pursuant to the Plan (a copy of which has
been delivered to the Grantee). This Agreement is subject to all of the terms
and provisions of the Plan, which are incorporated into this Agreement by
reference, and the actions taken by the Committee pursuant to the Plan. In the
event of a conflict between this Agreement and the Plan, the provisions of the
Plan shall govern. All determinations by the Committee shall be in its sole
discretion and shall be binding on the Company and the Grantee.

Section 10. Governing Law; Amendment

     This Agreement shall be governed by, and shall be construed and
administered in accordance with, the laws of the State of Delaware (without
regard to its choice of law rules) and the requirements of any applicable
federal law. This Agreement may be modified or amended only by a writing signed
by the parties hereto.

Section 11. Terms of Agreement

     This Agreement shall remain in full force and effect and shall be binding
on the parties hereto for so long as any Award Shares issued to the Grantee
under this Agreement continue to be held by the Grantee.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in
its  corporate  name,  and  the Grantee has executed the same in evidence of the
Grantee's  acceptance hereof, upon the terms and conditions herein set forth, as
of  the  day  and  year  first  above  written.

                                    CHESAPEAKE  UTILITIES  CORPORATION


                                    By:     ___________________________________


                                            ___________________________________
                                            Grantee





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