Management Change/Compensation Form 8 K

Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers

(e) On November 1, 2024, pursuant to each Change in Control Agreement in place between the Middlesex Water Company (the "Company") on the one hand and each of the following executives: Jay Kooper, Lorrie Ginegaw, Robert Fullagar, Georgia Simpson, Robert Capko (Messrs. Capko, Fullagar, and Kooper, and Mses. Ginegaw and Simpson, collectively, the "Executives"), Bernadette Sohler and G. Christian Andreasen, the Company gave notice to each individual that the Change in Control Agreement with such individual would not be extended past December 31, 2024.

On November 1, 2024, the Company entered into a Change in Control Agreement with each Executive (such agreements collectively, the "2025 Change in Control Agreements"). The term of the 2025 Change in Control Agreements commences on January 1, 2025, following the expiration of the existing Change in Control Agreements on December 31, 2024.

On November 4, 2024, the Company and President and Chief Executive Officer Nadine Leslie entered into an agreement to amend the current Change in Control Agreement in place between the Company and Ms. Leslie ("Change in Control Amendment").

Each 2025 Change in Control Agreement and the Change in Control Agreement with Ms. Leslie, as amended by the Change in Control Amendment, provides severance benefits to the employee party to such agreement in the event of employment termination following a change in control of the Company. Each agreement specifies that the executive will receive compensation, including a lump sum payment and continuation of certain benefits, if their employment is terminated without cause or if they resign for good reason within two years after a change in control, as defined by criteria specified in the agreement, such as an acquisition of a significant portion of company shares or changes in the board of directors. A copy of each 2025 Change in Control Agreement and of the Change in Control Amendment is filed herein.