EX-10.19.2



 Exhibit 10.19.2 

AMENDMENT TO THE 
 GLOBAL
WATER RESOURCES, INC. 
 DEFERRED PHANTOM STOCK UNIT PLAN 

Global Water Resources, Inc., a Delaware corporation (the “Corporation”), previously established the Global Water Resources,
Inc. Deferred Phantom Stock Unit Plan dated as of January 1, 2011 (the “Plan”). The Corporation is being restructured by (i) being the surviving entity in a merger with its largest stockholder, GWR Global Water Resources
Corp., a British Columbia corporation traded on the Toronto Stock Exchange (“GWRC”), and (ii) undertaking a “going public” transaction resulting in the Corporation’s shares of Common Stock being listed on NASDAQ.
By adoption of this Amendment, the Corporation now desires to amend the Plan to reflect the merger with GWRC and its going public transaction, effective immediately prior to the date such transactions close (the “Effective Date”),
as set forth below. 
 1. This Amendment shall be effective as of the Effective Date. 

2. The following definitions in Section 1.1 (Definitions) are hereby amended and restated or inserted (as applicable) as follows:

 “Affiliate” means the Corporation and any other corporation or trade or business required to be aggregated with the
Corporation which constitutes a single employer under Code Section 414(b) or Code Section 414(c) with the Corporation, except that in applying Code Section 1563(a)(1), (2) and (3), the language “at least 50%” is used
instead of “at least 80%”; 
 “Eligible Director” means any member of the Corporation’s Board of Directors
who is also not a common law employee of the Corporation; 
 “Issuer” means the Corporation; 

“Market Value” means (i) means the closing sale price of one share of Common Shares as reported on the NASDAQ (or other
securities exchange or automated quotation system on which the shares of Stock are then listed, quoted or traded) on the date such value is determined or, if Common Shares are not traded on such date, on the first immediately preceding business day
on which 







 
Common Shares were so traded, or (ii) if the Corporation’s Common Shares are not traded on NASDAQ (or other securities exchange or automated quotation system on which the Common Shares
are then listed, quoted or traded), the fair market value of Common Shares on a particular date determined by the reasonable application of reasonable valuation methods or procedures as may be established from time to time by the Board. The Board
shall use such procedures to determine fair market value in compliance with Section 409A of the Code and the regulations issued thereunder. Notwithstanding anything in the Plan to the contrary, the Board may not delegate its authority to
determine Market Value; 
 “NASDAQ” means the NASDAQ Stock Exchange; 

“Redemption Date” with respect to a Participant who had a Separation Date, means such date as the Corporation determines which
shall be no later than 60 days after the Separation Date; 
 3. Section 1.1 (Definitions) is hereby amended by deleting the
definitions of “Redemption Notice” and of “TSX”. 
 4. The second sentence in Section 3.2 (Grant
Participants) is hereby amended and restated in its entirety as follows: 
 More specifically, the number of Deferred Phantom Stock Units
to be granted to an Eligible Director will be determined by dividing the Entitlement by the closing price for a Common Share on the NASDAQ on the business day immediately preceding the DSU Issue Date. 

5. Section 3.3 (Redemption Notice) is hereby deleted in its entirety. 

6. The Flush language in Section 5.1 (Amendment of Plan) shall be amended and restated as follows: 

shall only be effective upon such amendment, modification or change being approved by the Board, and, if required, by shareholders of the
Corporation if required by NASDAQ or any other regulatory authorities having jurisdiction over the Corporation. 

  
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 7. Section 5.7 (Interpretation) shall be amended and restated as follows: 

This Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 

8. This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of
this Amendment. 
 IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed as of this      day of
            , 2016. 
  

					
	Global Water Resources, Inc.
		
	By:	 	  

			
		 	Its:	 	  




  
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