**Exhibit10.2**

**AMERICANSTATES WATER COMPANY2000 STOCK INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENT**

**THISRESTRICTED STOCK UNIT AWARD AGREEMENT** (this “**Agreement**”) is dated as of January 30, 2006 by and between AmericanStates Water Company, a California corporation (the “**Corporation**”),and **[**                 **]** (the “**Participant**”).

**WI T N E S S E T H**

**WHEREAS**,pursuant to the American States Water Company 2000 Stock Incentive Plan, asamended (the “**Plan**”), the Corporation hasgranted to the Participant effective as of the date hereof (the “**Award Date**”), an award of restricted stock units under thePlan (the “**Award**”), upon the terms andconditions set forth herein and in the Plan.

**NOWTHEREFORE**, in consideration of services rendered and to berendered by the Participant, and the mutual promises made herein and the mutualbenefits to be derived therefrom, the parties agree as follows:

**1.     Defined Terms**. Capitalized terms used herein and not otherwise defined herein shallhave the meaning assigned to such terms in the Plan.

**2.     Grant**. Subject to the terms of this Agreement, the Corporation hereby grants tothe Participant an Award with respect to an aggregate of **[                      ]**stock units (subject to adjustment as provided in Section 5.2 of the Plan) (the“**Stock Units**”).  As used herein, the term “stock unit” means anon-voting unit of measurement which is deemed for bookkeeping purposes to beequivalent to one outstanding share of the Corporation’s Common Shares (subjectto adjustment as provided in Section 5.2 of the Plan) solely for purposes ofthe Plan and this Agreement.  TheCorporation will maintain a Stock Unit bookkeeping account for the Participant(the “**Account**”).  The Stock Units granted to the Participantunder this Agreement will be credited to the Participant’s Account as of theAward Date.  The Stock Units shall beused solely as a device for the determination of the payment to eventually bemade to the Participant if such Stock Units vest pursuant to Section 3.  The Stock Units shall not be treated asproperty or as a trust fund of any kind. 

**3.     Vesting**.  

(a)   **General**.  The Award shall vest and becomenonforfeitable with respect to [  ] percent([  ]%) of the total number of StockUnits on [   ], [  ] ([  ]%)of the total number of Stock Units on [ ] and [   ] percent ([  ]%) of the total number of Stock Units on [  ] (each, an “**InstallmentVesting Date**”) (subject to adjustment under Section 5.2 of thePlan), provided the Participant is still employed by the Corporation or aSubsidiary on the applicable Installment Vesting Date, subject to earliertermination as provided herein or in the Plan.

(b)   **Termination of EmploymentPrior to Vesting. **NotwithstandingSection 3(a), the Participant’s Stock Units (and any Stock Units credited as dividendequivalents) shall terminate to the extent such Stock Units have not becomevested prior to the first date the Participant is no longer employed by theCorporation or one of its Subsidiaries, regardless of the 

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reason for thetermination of the Participant’s employment with the Corporation or aSubsidiary; *provided*, *however*,that if the Participant’s employment is terminated by the Corporation or aSubsidiary as a result of the Participant’s death or Total Disability, theParticipant’s Stock Units, to the extent such units are not then vested, shallbecome fully vested as of the date of termination of the Participant’semployment.  If the Participant isemployed by a Subsidiary and that entity ceases to be a Subsidiary, such eventshall be deemed to be a termination of employment of the Participant forpurposes of this Agreement (unless the Participant otherwise continues to beemployed by the Corporation or another of its Subsidiaries following suchevent).  If any unvested Stock Units areterminated hereunder, such Stock Units (and any Stock Units credited asdividend equivalents) shall automatically terminate and be cancelled as of theapplicable termination date without payment of any consideration by theCorporation and without any other action by the Participant, or the Participant’sbeneficiary or personal representative, as the case may be.

(c)   **Early Vesting UponRetirement Age**. Notwithstanding Section 3(a), the Participant’s Stock Units (and anyStock Units credited as dividend equivalents), to the extent such Stock Units arenot then vested, shall become fully vested as of the date such Participant attainsRetirement Age.  For purposes of thisAgreement, a Participant shall attain “**Retirement Age**”at the time that the Participant both (1) is at least age 55 and (2) the sum ofthe age of the Participant and the Participant’s years of service with thisCorporation and/or one of its wholly owned subsidiaries is at least 75.

(d)   **Early Vesting Upon Changeof Control**. Notwithstanding Section 3(a), the Participant’s Stock Units (and anyStock Units credited as dividend equivalents), to the extent such Stock Units arenot then vested, shall become fully vested upon the occurrence of a Change ofControl.  For purposes of this Agreement(and notwithstanding the definition of “Change of Control Event” set forth inthe Plan), a “**Change of Control**” shall mean anyof the following events:

(1)           any sale, lease, exchange or otherchange in ownership (in one or a series of transactions) of all orsubstantially all of the assets of the Corporation, unless its business iscontinued by another entity in which holders of the Corporation’s votingsecurities immediately before the event own, either directly or indirectly,more than fifty-five percent (55%) of the continuing entity’s voting securitiesimmediately after the event;

(2)           any reorganization or merger of theCorporation, unless the holders of the Corporation’s voting securitiesimmediately before the event own, either directly or indirectly, more thanfifty-five percent (55%) of the continuing or surviving entity’s votingsecurities immediately after the event, and (ii) at least a majority of themembers of the board of directors of the surviving entity resulting from suchreorganization or merger were members of the incumbent Board of Directors of theCorporation at the time of the execution of the initial agreement or of theaction of such incumbent Board of Directors providing for such reorganizationor merger;

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(3)           an acquisition by any person, entityor group acting in concert of more than fifty-five percent (55%) of the votingsecurities of the Corporation, unless the holders of the Corporation’s votingsecurities immediately before the event own, either directly or indirectly,more than fifty-five percent (55%) of the acquirer’s voting securitiesimmediately after the acquisition; 

(4)           the consummation of a tender offer orexchange offer by any individual, entity or group which results in suchindividual, entity or group beneficially owning (within the meaning of Rule13d-3 promulgated under the Securities Exchange Act of 1934 twenty-five percent(25%) or more of the voting securities of the Corporation, unless the tenderoffer is made by the Corporation or any of its subsidiaries or the tender offeris approved by a majority of the members of the Board of Directors of theCorporation who were in office at the beginning of the twelve month periodpreceding the commencement of the tender offer; or

(5)           a change of one-half or more of themembers of the Board of Directors of the Corporation within a twelve-monthperiod, unless the election or nomination for election by shareholders of newdirectors within such period constituting a majority of the applicable Boardwas approved by a vote of at least two-thirds (2/3) of the directors then stillin office who were in office at the beginning of the twelve month period.

**4.     Continuance of Employment**.  The vesting schedule requires continuedemployment or service through each applicable vesting date as a condition tothe vesting of the applicable installment of the Award and the rights andbenefits under this Agreement.  Partialemployment or service, even if substantial, during any vesting period will notentitle the Participant to any proportionate vesting or avoid or mitigate atermination of rights and benefits upon or following a termination ofemployment or services as provided in Section 3(b) or under the Plan.

Nothing contained in thisAgreement or the Plan constitutes an employment or service commitment by theCorporation, affects the Participant’s status as an employee at will who issubject to termination without cause, confers upon the Participant any right toremain employed by or in service to the Corporation or any Subsidiary,interferes in any way with the right of the Corporation or any Subsidiary atany time to terminate such employment or services, or affects the right of theCorporation or any Subsidiary to increase or decrease the Participant’s othercompensation or benefits.  Nothing inthis paragraph, however, is intended to adversely affect any independentcontractual right of the Participant without his consent thereto.

**5.     Dividend and Voting Rights**.

(a)   **Limitation on RightsAssociated with Units. **TheParticipant shall have no rights as a shareholder of the Corporation, nodividend rights (except as expressly provided in Section 5(b) with respect to dividendequivalent rights) and no voting rights, with respect to the Stock Units andany Common Shares underlying or issuable in respect of such Stock Units untilsuch Common Shares are actually issued to and held of record by theParticipant.  No

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adjustments will be madefor dividends or other rights of a holder for which the record date is prior tothe date of issuance of the stock certificate.

(b)   **Dividend Equivalents**.  The Participant shall be entitled to receivedividend equivalents in the form of additional Stock Units with respect to theStock Units credited to his or her Account as the Corporation declares and paysdividends on its Common Shares in the form of cash.  The number of Stock Units to be credited tothe Participant’s Account as a dividend equivalent will equal (1) the per sharecash dividend to be paid by the Corporation on its Common Shares multiplied bythe number of Stock Units then credited to the Participant’s Account on therecord date for that dividend divided by (2) the Fair Market Value of the CommonShares on the related dividend payment date. The Corporation shall credit such additional Stock Units to theParticipant’s Account as of the related dividend payment date.  Stock Units credited as dividend equivalentswill become vested to the same extent as the Stock Units to which they relate.  For purposes of clarity, no dividendequivalents shall be credited for a dividend record date with respect to anyStock Units that were paid or terminated prior to such dividend record date.

**6.     Timing and Manner of Payment**.

(a)   **General**.  On or as soon as administratively practicablefollowing each Installment Vesting Date pursuant to Section 3(a), but in noevent later than March 15 of the year following the Installment Vesting Date,the Corporation shall deliver to the Participant a number of Common Sharesequal to the number of Stock Units subject to this Award that become vested on suchInstallment Vesting Date (including any Stock Units credited as dividendequivalents with respect to such vested Stock Units), unless such Stock Unitsterminate prior to such Installment Vesting Date pursuant to Section 3(b).

(b)   **Payment of Stock Unitsupon Termination of Employment as a Result of Death or Disability or upon aChange of Control**. Notwithstanding Section 6(a), upon a termination of the Participant’semployment as a result of his or her death or Disability or upon the occurrenceof a Change of Control, the Corporation shall deliver to the Participant anumber of Common Shares equal to the number of Stock Units subject to thisAward that became vested in accordance with Section 3(b) or Section 3(d), asapplicable, (including any Stock Units credited as dividend equivalents withrespect to such Stock Units) as soon as administratively practicable following suchtermination of employment or Change of Control, as applicable (but in no eventlater than March 15 of the year following the year in which such termination ofemployment or Change of Control occurs).

(c)   **Payment of Stock UnitsFollowing Retirement Age**. Notwithstanding Section 6(a), if any portion of the Participant’s StockUnits subject to this Award (and any Stock Units credited as dividend equivalentswith respect to such Stock Units) vest prior to the applicable InstallmentVesting Date as a result of the Participant’s termination of employment after attainingRetirement Age pursuant to Section 3(c), then on or as soon as administrativelypracticable following the date of termination of employment, but in no eventlater than March 15 of the year following the date of termination of employment,the Corporation shall deliver to the Participant a number of Common Sharesequal to the number of Stock Units subject to this

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Award that would haveotherwise vested on the applicable Installment Vesting Date (including anyStock Units credited as dividend equivalents with respect to such vested StockUnits).

(d)   **Termination of Stock UnitsUpon Payment**.  A StockUnit will terminate upon the payment of that Stock Unit in accordance with theterms hereof, and the Participant shall have no further rights with respect tosuch Stock Unit.

(e)   **Form of Payment. **The Corporation may deliver the CommonShares payable to the Participant under this Section 6 either by delivering oneor more certificates for such shares or by entering such shares in book entryform, as determined by the Corporation in its discretion.

**7.     Restrictions on Transfer**.  Neither the Award, nor any interest thereinor amount or shares payable in respect thereof may be sold, assigned,transferred, pledged or otherwise disposed of, alienated or encumbered, eithervoluntarily or involuntarily.  Thetransfer restrictions in the preceding sentence shall not apply to (a)transfers to the Corporation, (b) transfers by will or the laws of descent anddistribution, or (c) transfers pursuant to a QDRO order if approved or ratifiedby the Committee.

**8.     Adjustments Upon Specified Events**.  Upon the occurrence of certain eventsrelating to the Corporation’s stock contemplated by Section 5.2 of the Plan,the Administrator shall make adjustments if appropriate in the number of StockUnits then outstanding and the number and kind of securities that may be issuedin respect of the Award.

**9.     Tax Withholding**. Upon the vesting and/or distribution of Common Shares in respect of theStock Units, the Corporation (or the Subsidiary last employing the Participant)shall have the right at its option to (a) require the Participant to pay orprovide for payment in cash of the amount of any taxes that the Corporation orthe Subsidiary may be required to withhold with respect to such vesting and/ordistribution, or (b) deduct from any amount payable to the Participant theamount of any taxes which the Corporation or the Subsidiary may be required towithhold with respect to such vesting and/or distribution.  In any case where a tax is required to bewithheld in connection with the delivery of Common Shares under this Agreement,the Administrator may, in its sole discretion, direct the Corporation or theSubsidiary to reduce the number of shares to be delivered by (or otherwisereacquire) the appropriate number of whole shares, valued at their then Fair MarketValue (with the “Fair Market Value” of such shares determined in accordancewith the applicable provisions of the Plan), to satisfy such withholdingobligation at the minimum applicable withholding rates.

**10.  Notices**.  Anynotice to be given under the terms of this Agreement shall be in writing andaddressed to the Corporation at its principal office to the attention of theSecretary, and to the Participant at the Participant’s last address reflectedon the Corporation’s records, or at such other address as either party mayhereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participantis no longer an employee of the Corporation, shall be deemed to have been dulygiven by the Corporation when enclosed in a properly sealed envelope addressedas aforesaid, registered or certified, and deposited (postage and registry orcertification fee prepaid) in a post office or branch post office regularlymaintained by the United States Government.

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**11.  Plan**.  TheAward and all rights of the Participant under this Agreement are subject to,and the Participant agrees to be bound by, all of the terms and conditions ofthe provisions of the Plan, incorporated herein by reference.  In the event of a conflict or inconsistencybetween the terms and conditions of this Agreement and of the Plan, the termsand conditions of the Plan shall govern. The Participant agrees to be bound by the terms of the Plan and thisAgreement.  The Participant acknowledgeshaving read and understanding the Plan, the Prospectus for the Plan, and thisAgreement.  Unless otherwise expresslyprovided in other sections of this Agreement, provisions of the Plan thatconfer discretionary authority on the Administrator do not (and shall not bedeemed to) create any rights in the Participant unless such rights areexpressly set forth herein or are otherwise in the sole discretion of the Administratorso conferred by appropriate action of the Administrator under the Plan afterthe date hereof.

**12.  Entire Agreement**. This Agreement and the Plan together constitute the entire agreement andsupersede all prior understandings and agreements, written or oral, of theparties hereto with respect to the subject matter hereof.  The Plan and this Agreement may be amendedpursuant to Section 5.6 of the Plan. Such amendment must be in writing and signed by the Corporation.  The Corporation may, however, unilaterallywaive any provision hereof in writing to the extent such waiver does notadversely affect the interests of the Participant hereunder, but no such waivershall operate as or be construed to be a subsequent waiver of the sameprovision or a waiver of any other provision hereof.

**13.  Limitation on Participant’s Rights. **Participation in the Plan****confers no****rights orinterests other than as herein provided. This Agreement creates only a contractual obligation on the part of theCorporation as to amounts payable and shall not be construed as creating atrust.  Neither the Plan nor anyunderlying program, in and of itself, has any assets.  The Participant shall have only the rights ofa general unsecured creditor of the Corporation with respect to amountscredited and benefits payable, if any, with respect to the Stock Units, andrights no greater than the right to receive the Common Shares as a generalunsecured creditor with respect to Stock Units, as and when payablehereunder.  

**14.  Counterparts**. This Agreement may be executed simultaneously in any number ofcounterparts, each of which shall be deemed an original but all of which togethershall constitute one and the same instrument. 

**15.  Section Headings**. The section headings of this Agreement are for convenience of referenceonly and shall not be deemed to alter or affect any provision hereof.

**16.  Governing Law**. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of California without regard to conflictof law principles thereunder.

**17.  Construction**. It is intended that the terms of the Award will not result in theimposition of any tax liability pursuant to Section 409A of the Code.  This Agreement shall be construed andinterpreted consistent with that intent.

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**INWITNESS WHEREOF**, the Corporation has caused this Agreement tobe executed on its behalf by a duly authorized officer and the Participant hashereunto set his or her hand as of the date and year first above written.
| **AMERICAN STATES WATER  COMPANY,** | ** ** | ***PARTICIPANT*** |
|-------------------------------------|------------|-------------------|
| **a  California corporation******   | ** ** | *** ***      |
| ** **                          | ** ** | *** ***      |
| **By:**                             | ** ** | ** **        | *** *** |
| ** **                          | ** ** | ** **        | ***Signature*** |
| ** **                          | ** ** | *** ***      |
| **Print  Name:**                    | ** ** | ** **        | *** *** |
| ** **                          | ** ** | ** **        | *** *** |
| ** **                          | ** ** | *** ***      |
| **Its:**                            | ** ** | ** **        | *** *** |
| ** **                          | ** ** | ** **        | ***Print Name*** |
|                                     |            |                   |  |  |  |

 

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**CONSENTOF SPOUSE**

In considerationof the execution of the foregoing Restricted Stock Unit Award Agreement by AmericanStates Water Company, I,                                           ,the spouse of the Participant therein named, do hereby join with my spouse inexecuting the foregoing Restricted Stock Unit Award Agreement and do herebyagree to be bound by all of the terms and provisions thereof and of the Plan.

 
| Dated:   | * * | , [      ] | * * | * * |
|----------|----------|------------------------------------------|----------|----------|
| * * | * * | * *                                 |
| * * | * * | * *                                 |
|          | * * | *Signature  of Spouse*                   |
| * * | * * | * *                                 |
| * * | * * | * *                                 |
| * * | * * | *Print  Name*                            |

 

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