CHANGE IN CONTROL TERMINATION AGREEMENT
This Change in Control Termination Agreement (the "Agreement") is entered into as of July 15, 2003, between
Tidewater Utilities, Inc., a Delaware corporation, with its principal place of business located at 1100 South Little
Creek Road, Dover, Delaware 19901, (the "Company"), and Gerard L. Esposito, residing at 18 Victoria Drive,
Milford, Delaware 19963, (referred to as "You" in this Agreement).
A. The Company considers it essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. In this connection, the Board of Directors of the Company (the
"Board") recognizes that, as is the case with many publicly held Companies, the possibility of a Change In
Control may exist. This possibility, and the uncertainty and questions that it may raise among management, may
result in the departure or distraction of management personnel to the detriment of the Company and its
B. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management, including yourself, to the assigned duties
without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change In
Control of the Company.
C. To induce you to remain in the employ of the Company, and in consideration of your agreement set forth
below, the Company agrees that you shall receive the severance benefits set forth in this Agreement in the event
your employment with the Company is terminated or "constructively terminated" as defined herein in connection
with a "Change In Control of the Company" (as defined in Section 2 below) under the circumstances described
below. This Agreement is meant to supersede any other specific written agreements that may have been entered
into between yourself and the Company concerning termination of employment.
Therefore, in consideration of y