MIDDLEBOROUGH GAS & ELECTRIC DEPARTMENT

GENERAL MANAGER EMPLOYMENT AGREEMENT

WHEREAS, the Middleborough Gas & Electric Department ("MGED") Board of

Commissioners ("Board") desires to employ Jacqueline L. Crowley ("General Manager") (the
MGED and General Manager collectively referred to as the "Parties"), as General Manager of the
MGED pursuant to the provisions of the Massachusetts General Laws Chapter 164, Section 56;
and

WHEREAS, the Parties are desirous of entering into a written agreement defining the
rights, duties, obligations and areas of responsibility for both the MGED and the General
Manager; and

WHEREAS, the Parties desire that Jacqueline L. Crowley be employed as General Manager
of the MGED on the terms and conditions specified herein,

NOW, THEREFORE, in consideration of the mutual covenants, conditions, and

stipulations hereinafter expressed and in consideration of the mutual benefits to be derived
therefrom, the MGED and the General Manager hereby agree, promise and covenant as follows:

Article I
General Manager of MGED

1.1 Scope of Agreement. The MGED Board will employ General Manager in the position of
General Manager of the MGED, as that position is defined in Chapter 164, Section 56 of the
Massachusetts General Laws, and the General Manager agrees to accept such employment,
as defined by that statute and on the terms and subject to the conditions set forth herein.

1.2 Duties. In such capacity, General Manager, will be considered the executive officer for the
operation and management of MGED. General Manager shall perform faithfully, to the best
of her ability the duties of General Manager and such other duties which may from time to
time be assigned by the Board. General Manager shall be accountable and subject to the
direction and control of the Board as set forth in Chapter 164, Section 56 of the
Massachusetts General Laws, and as further defined by the Massachusetts courts. In
connection therewith, the Board does grant and hereby delegates to the General Manager all
appropriate authority necessary in order to carry out these responsibilities in accordance
with the laws of the Commonwealth of Massachusetts. General Manager shall make her best
efforts to be physically present at the MGED offices during times of emergency or extended
periods of service interruption. General Manager shall attend all meetings of the Board, at
the Board's reasonable discretion.

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 Article II
Restrictive Covenant

During the Term of this Agreement, General Manager shall devote her best efforts and her entire
time to advance the interests of the MGED and she shall not directly or indirectly, alone or as a
member of a partnership or as an Officer, Director or shareholder of any other Corporation, be
engaged in or concerned with any other commercial duties or pursuits whatsoever.

Article III
Term
Unless terminated earlier as provided for in Article VI below, this Agreement shall be in effect
for five years from August l, 2019 ("Commencement Date") to July 31, 2024. There will be an
automatic extension of the Agreement for a single, one-year term: August 1, 2024 to July 31,
2025 – under the following conditions:

A. Between May 1 and July 31, 2023, the General Manager notifies the Board in writing
that the August 1, 2023 automatic extension date for the Agreement is approaching.

B. The Board fails to notify the General Manager in writing by August 1, 2023, of its
intention to not automatically extend the Agreement at the end of its term. The Board’s
notice may include a statement of the Board’s willingness to attempt to negotiate a
successor Agreement without negating the notice of no automatic extension. Likewise,
any subsequent negotiations shall not negate the notice of no automatic extension.

Article IV
Compensation Review and Evaluation

4.1 Except as provided elsewhere in this agreement, during the Term of this Agreement, the
performance and compensation, salary and fringe benefits of General Manager shall be
reviewed as follows:

(a) At least annually, with such review being completed prior to September 1st. The
review will be based on criteria, goals and objectives established by the MGED Board in
consultation with the General Manager.

4.2 The General Manager's annual salary shall be One Hundred and Eighty-three Thousand,
Four hundred and twenty-three ($183,423) Dollars from August 1, 2019 to July 31, 2020.
In determining any increase for 2020-2021 and beyond, the factors considered shall include
the General Manager’s annual performance evaluation relative to goals and objectives.

4.3 The General Manager is exempt from FLSA and shall not be entitled to overtime pay.

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4.4 Except as specifically provided herein otherwise, if the MGED Board determines at any
time that the performance of General Manager is less than satisfactory, it shall provide to
her, a specific list of performance deficiencies and the actions which the MGED Board
believes that the General Manager may reasonably take to improve performance to a
satisfactory level.

Article V
Benefits

5.1 Vacation. During the Term of Employment, General Manager shall be entitled to five (5)
weeks of paid vacation time per contract year. Vacation time can be carried over from
year to year with the approval of the MGED Board, providing it is used up in the
following year.

5.2 Sick Days, Workplace Productivity Incentive and Personal Days. The General Manager
shall be entitled to one and one-half (1-1/2) days of sick leave per month, The General
Manager shall be entitled to accumulate sick leave to cover absences from work due to
sickness, up to 360 days. At the salary level in effect at the end of the contract year, and
upon retirement or death, the General Manager or her estate shall be given one (1) day's pay
for every three (3) days of unused accumulated sick leave, up to a maximum of 300 days of
accumulated sick leave.

In the event that General Manager uses 4 or fewer days of sick leave in a calendar year,
she shall be entitled to a Workplace Productivity Incentive equal to one week's pay (40
hours of pay based upon the weekly pay of the last full week in December of that year). If
the General Manager qualifies for and receives an enhanced productivity incentive
payment, the amount of unused sick leave days within a calendar year that she may
contribute to her sick leave bank will be reduced by an equivalent week (40 hours) for that
calendar year. The General Manager may, at her option, choose to opt out of the
Workplace Productivity Incentive.

General Manager shall be entitled to four (4) paid Personal Days per calendar year. Personal
days may not be carried over into the next year.

5.3 Health Insurance. General Manager shall be entitled to enroll in the Town's Employee
Health Insurance Program. The percentage of premium she will pay will be in accordance
with the current policy with respect to MGED employees.

5.4 Business Expenses. During the Term of Employment, MGED shall reimburse the General
Manager for all reasonable business expenses incurred by her, as a result of her position as
General Manager, only while on official business of MGED, and only to the extent that
such business expenses follow the policies of MGED's Board, and whether or not those
expenses are incurred within the limits of the Towns of Middleborough and Lakeville.
The MGED business credit card shall be used for all business expenses, unless emergency
conditions require other arrangements.

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5.5 Automobile. General Manager shall also be entitled, and the MGED shall provide for the
exclusive business use and for exclusive non-business use (non-business is for New England
only), a four-wheel drive automobile. The MGED shall be responsible for the maintenance
and repair of said vehicle and for all operating expenses and insurance thereof. The amount
to be spent for any future automobile shall be subject to MGED Board approval, which shall
not be unreasonably withheld. The automobile shall be operated solely by the General
Manager.

The General Manager shall be responsible for maintaining mileage records for Internal
Revenue Service reporting purposes, including completion of the Town of Middleborough
automobile use form to determine taxation of the personal vehicle use benefit.

5.6 Miscellaneous. During the Term of Employment, subject to applicable eligibility

requirements, General Manager may participate in any and all pension, annuity, medical
insurance (including, without limitation, accident, hospital and disability insurance) or other
benefit plans presently in effect or which may be established during the term hereof and are
generally applicable to employees of the Town of Middleborough.

Article VI
Termination
This Agreement may be terminated prior to the end of its Term as follows:

6.1 Termination by the MGED Board

(a) The MGED Board may terminate this Agreement only upon the occurrence of any
of the following events:

For cause, including but not limited to the following: (A) the continued
failure by General Manager to substantially perform her duties hereunder
(unless such failure is a result of her total and permanent disability); (B)
violation by General Manager of any material provision of this Agreement;
or (C) General Manager's arrest for an act of fraud or embezzlement against
MGED. General Manager shall not be deemed to have been terminated for
cause unless (1) reasonable notice has been delivered to the General
Manager setting forth the reasons for the Board’s intention to terminate for
cause, and (2) a period of thirty (30) days has elapsed since delivery of
such notice during which General Manager was afforded an opportunity to
cure, if capable of remedy, the reasons for Board’s intention to terminate
for cause.

Disability or incapacity of General Manager pursuant to Article 6.3 below;

(iii) Death of General Manager, provided, however, that nothing contained in

this subparagraph is intended to limit the rights, if any, of General Manager's heirs,

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 devisees or estate to payments or benefits in which General Manager has an
accrued, vested interest under the Agreement at the time of her death.

(b) If General Manger is dismissed for cause, as defined in Article 6.1 (a)(i) above, then
the Board shall provide General Manager with ten (10) days written notice of such
dismissal, and the action to terminate General Manager shall not pass unless a
majority of the MGED board members voting at a meeting of the Board, vote to
terminate this Agreement. Any notice required under this section shall state the
cause for the proposed termination in reasonable detail, including a written
statement of the facts and reasons for such proposed termination. General Manager
has the right to a meeting with the Board prior to any MGED Board vote for
termination under Article 6(b). General Manager shall have the right to challenge
the justness of cause for such proposed termination before the MGED Board at a
hearing to be held in executive session or to be held in a public hearing as requested
by General Manager. General Manager has the right to retain legal counsel of her
choice and at her own expense to represent her at such hearing. Upon any such
termination for cause, any and all obligations of the MGED Board under this
Agreement shall cease.

(c) Except as specifically provided herein elsewhere, if the MGED Board terminates
this Agreement without cause, the Board must give the General Manager ninety (90)
days written notice of such cancellation of the Agreement and the Board must
provide General Manager with the Compensation and Benefits set forth in Articles
4 and 5 to which General Manager would have been entitled for the remaining Term
of the Agreement as defined in Article 3. This payment does not apply in the event
that the Board exercises its option not to extend pursuant to Article 3.

6.2 Termination by General Manager

(a) General Manager may terminate this Agreement at any time by providing one
hundred twenty (120) days written notice to the Board. If General Manager gives
such notice to the Board of her cancellation of the Agreement during the Term of
this Agreement, General Manager shall be compensated for all days worked until
such date of cancellation.

(b) Notwithstanding anything herein to the contrary, if General Manager terminates her
employment without providing notice as set forth in Article 6.2(a) above, this
Agreement shall immediately be deemed terminated, and General Manager shall not
be entitled to any further compensation or other benefits hereunder.

6.3 Disability. In the event that the General Manager shall become totally and
permanently disabled, then this Agreement, and the parties obligations under it, shall
terminate but the General Manager shall be entitled to all disability and other payments
(other than severance) generally payable by MGED to MGED employees upon their
termination of employment by reason of disability or incapacity. General Manager shall be
considered to be totally and permanently disabled hereunder if for reasons involving
mental or physical injury General Manager is unable to or fails to perform a substantial

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 portion of her duties hereunder for a period of ninety (90) consecutive calendar days or
more. The determination that, by virtue of total and permanent disability, General
Manager is unable to perform a substantial portion of her duties hereunder shall be made
by two physicians chosen by the Board and reasonably satisfactory to General Manager
(or her legal representative). The General Manager shall cooperate fully with this
evaluation, including providing any medical records and authorizing the General
Manager's personal physician(s) to provide information to the physicians conducting the
evaluation. The records and information shall be limited to the suspected or claimed
disability. The cost of such examination shall be borne by the Board. General Manager
shall submit to such examination upon the Board's request.

6.4 Return of Records and Equipment. In the event of notice of any termination of General
Manager as provided herein, General Manager shall promptly return any and all records,
equipment, materials and/or assets of any sort that are the property of MGED, and shall
immediately cease and desist from using all credit cards or incurring any obligation on
behalf of MGED.

Article VII
Performance Obligations
During the Term of the Agreement, General Manager shall provide the Board with the following
annually:

Annual Capital and Operating budget;

Operational performance of the MGED gas and electric systems;

Review, status and strategy regarding power and gas supply sources and costs and rates;

Status and strategy regarding union negotiations, including without limitation any tentative
agreements reached with any union, with the understanding that no agreement is final until
approved by the Board;

Status and strategy regarding payments to the Town of Middleborough;

Status of MGED construction projects;

MGED Goals and Objectives for coming year to be provided by the General Manager before
October I of each year, to be reviewed and adopted by the Board before December 31 of
the same year.

The above stated obligations do not diminish the General Manager's duties under G.L c. 164.

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 Article VIII
Miscellaneous

8.1 Notices. All notices and communications required to be sent pursuant to the provisions of
this Agreement shall be in writing and shall be hand delivered, emailed or sent either by
registered or certified mail, return receipt requested and all postal charges prepaid, or by
Federal Express or similar overnight delivery service, addressed to the party to whom sent
at its or her address set forth herein or to such address as may be specified in a notice
similarly sent. All such notices and communications shall be deemed given when received
by email, hand or certified mail.

8.2 Excuse of Performance. In the event that any court of competent jurisdiction orders that the
Board vote(s) pertaining to the appointment of Jacqueline L. Crowley as MGED General
Manager be rescinded, or otherwise invalidated, all further performance of this Agreement
shall be excused and the rights and obligations of the parties hereunder shall terminate
immediately and neither party shall be deemed in breach thereof.

8.3 Governing Law. This Agreement shall be interpreted under the laws of the Commonwealth
of Massachusetts.

8.4 No Waiver. The failure of either party to raise an issue concerning a violation of the terms
of this Agreement shall not be interpreted as waiving the rights of either party in any way.

8.5 Standards of Conduct. The Board and General Manager have entered into this Agreement
in good faith relying that each party will conduct itself in a reasonable and prudent manner.

8.6 Benefit. This Agreement shall be binding upon and inure to the benefit of MGED and its
successors and assigns, and General Manager and her heirs, legatees, executors,
administrators, and legal representatives.

8.7 Indemnification. To the extent allowed by law and except for intentional wrong doing by
General Manager, the MGED shall indemnify and hold the General Manager harmless from
and against suits, judgements, damages, fines, liabilities, costs and expenses (including
court costs and reasonable attorneys' fees) incurred as a result of claims, suits, actions or
causes of actions that may be brought against the General Manager arising out of the General
Manager's employment as, or exercising her duties as, General Manager of MGED, within
the scope of her official duties or employment. This paragraph shall survive the termination
of this Agreement for any reason. The Board will provide the General Manager with liability
insurance coverage under its public officers' liability insurance policy. This provision shall
not apply where the General Manager is a subject of an investigation that may result in
disciplinary action.