a5822408ex10_3.htm


    Exhibit
10.3

    AMENDMENT

    TO

    AMERICAN
STATES WATER COMPANY

    2000
STOCK INCENTIVE PLAN

    RESTRICTED
STOCK UNIT AWARD AGREEMENTS

    


    THIS AGREEMENT, dated as of the latest
date set forth below (the “Effective Date”), between American States Water
Company, a California corporation (the “Corporation”), and _________
(“Executive”);

    


    WHEREAS, pursuant to the American
States Water Company 2000 Stock Incentive Plan, as amended (the “Plan”), the
Corporation granted to Executive restricted stock unit awards of __________,
__________, and _________ stock units (the “Awards”) upon the terms and
conditions set forth in award agreements dated as of _____________,
_______________, and _______________ (respectively) (the “Award Agreements”) and
in the Plan;

    


    WHEREAS, the Corporation and Executive
desire to amend the Award Agreement to comply with Section 409A of the
Internal Revenue Code of 1986, as amended and regulations
thereunder;

    


    WHEREAS, under the terms of the Plan,
the Compensation Committee has the authority to change the vesting and payout
provisions of outstanding awards; and

    


    WHEREAS, the Compensation Committee has
approved this Amendment to the Award Agreements.

    


    NOW, THEREFORE, in consideration of the
mutual promises and covenants made here and the mutual benefits to be derived
herefrom the parties agree as follows:

    


    1.           Defined
Terms.  Capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to such terms in the Plan and/or the
applicable Award Agreement.

    


    2.           Effective
as of the Effective Date, Section 6(a) of the Award Agreement is amended to read
as follows:

    


    “(a)           General.  Within
30 days following each Installment Vesting Date pursuant to Section 3(a), the
Corporation shall deliver to the Participant a number of Common Shares equal to
the number of Stock Units subject to this Award that become vested on such
Installment Vesting Date (including any Stock Units credited as dividend
equivalents with respect to such vested Stock Units), unless such Stock Units
terminate prior to such Installment Vesting Date pursuant to Section
3(b).”

    


    3.           Effective
as of the Effective Date, Section 6(b) of the Award Agreement is amended to
read as follows:

    


    
      “(b)         
Payment
of Stock Units upon Termination of Employment as a Result of Death or Total
Disability.  Notwithstanding Section 6(a), within 60 days
following a termination of the Participant’s employment as a result of his or
her death or Total Disability, the Corporation shall deliver to the Participant
a number of Common Shares equal to the number of Stock Units subject to this
Award that became vested in accordance with Section 3(b) (including any
Stock Units credited as dividend equivalents with respect to such Stock
Units).”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    4.  Effective as of the
Effective Date, Section 6(c) of the Award Agreement is amended to read as
follows:

    


    “(c)           Payment
of Stock Units Following Retirement Age or Change of
Control.  Notwithstanding Section 6(a), if any portion of the
Participant’s Stock Units subject to this Award (and any Stock Units credited as
dividend equivalents with respect to such Stock Units) vest prior to the
applicable Installment Vesting Date as a result of Section 3(c) or 3(d), then
within 30 days following each subsequent Installment Vesting Date, the
Corporation shall deliver to the Participant a number of Common Shares equal to
the number of Stock Units that would have vested on such Installment Vesting
Date (including any Stock Units credited as dividend equivalents with respect to
such Stock Units); provided, however, that if the Participant terminates
employment prior to any such Installment Vesting Date, within 60 days following
such termination of employment, the Corporation shall deliver to the Participant
a number of Common Shares equal to the number of Stock Units subject to this
Award that have not yet been delivered to the Participant (including any Stock
Units credited as dividend equivalents with respect to such vested Stock
Units).”

    


    5.           Effective
as of the Effective Date, the following new Section 6(f) is added to read
as follows:

    


    
      “(f)        
Section 409A.  Notwithstanding
anything herein to the contrary, if the Corporation reasonably determines that
the payment of Stock Units as a result of the Participant’s termination of
employment is subject to Section 409A(a)(2)(B)(i) of the Code, such payment
shall not be paid until the earlier of (i) six months after the Participant’s
“separation from service” (within the meaning of Section 409A of the Code and
Treasury Regulations Section 1.409A-1(h) without regard to optional alternative
definitions available thereunder) and (ii) the Participant’s
death.”

    

    


    IN WITNESS WHEREOF, the Corporation has
caused this Agreement to be executed on its behalf by a duly authorized officer
and Executive has hereunto set his hand.

     

    
      
        	 
      	
                American
      States Water Company

              
	 
      	
                (a
      California corporation)

              
	 
      	 
      
	 
      	
                By:  _________________________________

              
	 
      	
                Dated:  _______________________________

              
	 
      	
                (Executive)

              
	 
      	
                By:  _________________________________

              
	 
      	
                Dated:  _______________________________