Filed by Bowne Pure Compliance





Exhibit 10.39




AMENDMENT TO INCENTIVE STOCK OPTION AND DIVIDEND EQUIVALENT

GRANT AGREEMENTS




AQUA AMERICA, INC.

2004 EQUITY COMPENSATION PLAN




WHEREAS, Aqua America, Inc. a Pennsylvania corporation (the “Corporation”) maintains the Aqua
America, Inc. 2004 Equity Compensation Plan (the “Plan”);



WHEREAS, the Board of Directors of the Corporation (the “Board”) has amended the Plan
effective as of January 1, 2009 in order to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and related Treasury regulations; and



WHEREAS, the compensation committee of the Board (the “Committee”) desires to amend all
Incentive Stock Option and Dividend Equivalent Grant Agreements (the “Grant Agreements”) between
the Corporation and the Grantee which are in effect on January 1, 2009, to reflect the changes made
to the Plan comply with Section 409A of the Code and related Treasury regulations effective January
1, 2009.




NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:



1. Notwithstanding the terms of any Grant Agreement in effect on January 1, 2009 to the
contrary, Dividend Equivalent Amounts, as defined in the applicable Grant Agreement, shall be paid
in accordance with the following provisions effective January 1, 2009:




a. Payment of Credited Dividend Equivalents. The total Dividend Equivalent
Amounts accrued in the Grantee’s account on March 1, 2009 which have not, prior to such
date, been paid to the Grantee or forfeited, shall be paid to the Grantee no later than
March 15, 2009. Any Dividend Equivalent Amounts accrued in an account from March 2,
2009 (or any anniversary thereof) through March 1 of the following year shall be
distributed to the grantee no later than March 15 of such following year, subject to
subject to Section 1.b. Notwithstanding the foregoing, upon a Change of Control of the
Corporation (as defined in the Plan), any Dividend Equivalent Amount or portion thereof,
which has not, prior to such date, been paid to the Grantee or forfeited shall be paid
within 60 days to the Grantee.




b. Forfeiture of Dividend Equivalents. Except as otherwise determined by the
Committee, payment of Dividend Equivalent Amounts for any accrual period ending on March
1 as described in Section 1.a. shall be forfeited by the Grantee if the Grantee is not
employed in regular full-time employment by the Corporation or a subsidiary on March 1
of such accrual period; provided, however, that a grantee shall not forfeit any payments
if the grantee terminates employment by reason of (i) death, (ii) total disability (as
defined in section 22(e)(3) of the Code), or (iii) retirement under the Corporation’s or
a subsidiary’s retirement plan.



 


 










 






c. Amount of Dividend Equivalent Credited. Notwithstanding the other provisions
of this Amendment, the amount of the Dividend Equivalent Amount to be credited to the
Grantee’s account under Section 8(a) of the Plan is not changed by this Amendment.




d. Interest on Dividend Equivalents. No interest shall be paid on any Dividend
Equivalent Amounts.




e. Deferral of Dividend Equivalents. The Grantee shall not be permitted to defer
any Dividend Equivalent Amounts effective as of January 1, 2009.



2. The terms of the Grant Agreements in effect on January 1, 2009 shall otherwise remain in
effect.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	AQUA AMERICA, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ David P. Smeltzer
 

	 	By:
	 	/s/ Roy H. Stahl
 

	 	 
	 

	 	Grantee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	12/29/08
	 	Date:
	 	12/22/08