a5822408ex10_4.htm


    Exhibit
10.4

    AMERICAN
STATES WATER COMPANY

    2008
STOCK INCENTIVE PLAN

    RESTRICTED
STOCK UNIT AWARD AGREEMENT

     

    THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (this “Agreement”) is dated as of
[___________] by and between American States Water Company, a California
corporation (the “Corporation”), and [______________] (the “Participant”).

     

    W
I T N E S S E T H

     

    WHEREAS, pursuant to the
American States Water Company 2008 Stock Incentive Plan, as amended (the “Plan”), the Corporation has
granted to the Participant effective as of the date hereof (the “Award Date”), an award of
restricted stock units under the Plan (the “Award”), upon the terms and
conditions set forth herein and in the Plan.

    


    NOW THEREFORE, in
consideration of services rendered and to be rendered by the Participant, and
the mutual promises made herein and the mutual benefits to be derived therefrom,
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.

     

    2.      Grant.  Subject
to the terms of this Agreement, the Corporation hereby grants to the 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 a non-voting unit of measurement which
is deemed for bookkeeping purposes to be equivalent to one outstanding share of
the Corporation’s Common Shares (subject to adjustment as provided in Section
5.2 of the Plan) solely for purposes of the Plan and this
Agreement.  The Corporation will maintain a Stock Unit bookkeeping
account for the Participant (the “Account”).  The
Stock Units granted to the Participant under this Agreement will be credited to
the Participant’s Account as of the Award Date.  The Stock Units shall
be used solely as a device for the determination of the payment to eventually be
made to the Participant if such Stock Units vest pursuant to Section
3.  The Stock Units shall not be treated as property or as a trust
fund of any kind.

     

    3.      Vesting.

     

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

     

    (b)           Termination
of Employment Prior to Vesting.  Notwithstanding
Section 3(a), the Participant’s Stock Units (and any Stock Units credited as
dividend equivalents) shall terminate to the extent such Stock Units have not
become vested prior to the first date the Participant is no longer employed by
the Corporation or one of its Subsidiaries, regardless of the reason for the
termination of the Participant’s employment with the Corporation or a
Subsidiary; provided,
however, that if the
Participant’s employment is terminated by the Corporation or a Subsidiary as a
result of the Participant’s death or Total Disability, the Participant’s Stock
Units, to the extent such units are not then vested, shall become fully vested
as of the date of termination of the Participant’s employment.  If the
Participant is employed by a Subsidiary and that entity ceases to be a
Subsidiary, such event shall be deemed to be a termination of employment of the
Participant for purposes of this Agreement (unless the Participant otherwise
continues to be employed by the Corporation or another of its Subsidiaries
following such event).  If any unvested Stock Units are terminated
hereunder, such Stock Units (and any Stock Units credited as dividend
equivalents) shall automatically terminate and be cancelled as of the applicable
termination date without payment of any consideration by the Corporation and
without any other action by the Participant, or the Participant’s beneficiary or
personal representative, as the case may be.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)           Early
Vesting Upon Change in Control.  Notwithstanding Section 3(a),
the Participant’s Stock Units (and any Stock Units credited as dividend
equivalents), to the extent such Stock Units are not then vested, shall become
fully vested upon the occurrence of a Change in Control, as defined in the
Plan.

     

    4.      Continuance
of Employment.  The vesting schedule requires continued
employment or service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Award and the rights and benefits
under this Agreement.  Partial employment or service, even if
substantial, during any vesting period will not entitle the Participant to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or services as provided in Section
3(b) or under the Plan.

     

    Nothing
contained in this Agreement or the Plan constitutes an employment or service
commitment by the Corporation, affects the Participant’s status as an employee
at will who is subject to termination without cause, confers upon the
Participant any right to remain employed by or in service to the Corporation or
any Subsidiary, interferes in any way with the right of the Corporation or any
Subsidiary at any time to terminate such employment or services, or affects the
right of the Corporation or any Subsidiary to increase or decrease the
Participant’s other compensation or benefits.  Nothing in this
paragraph, however, is intended to adversely affect any independent contractual
right of the Participant without his consent thereto.

    


    5.      Dividend
and Voting Rights.

     

    (a)           Limitation
on Rights Associated with Units.  The Participant
shall have no rights as a shareholder of the Corporation, no dividend rights
(except as expressly provided in Section 5(b) with respect to dividend
equivalent rights) and no voting rights, with respect to the Stock Units and any
Common Shares underlying or issuable in respect of such Stock Units until such
Common Shares are actually issued to and held of record by the
Participant.  No adjustments will be made for dividends or other
rights of a holder for which the record date is prior to the date of issuance of
the stock certificate.

     

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

     

    6.      Timing
and Manner of Payment.

     

    (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).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (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).

     

    (c)           Payment
of Stock Units Following Retirement Age or Change in Control
Event.  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.

     

    (d)           Termination
of Stock Units Upon Payment.  A Stock Unit will terminate upon
the payment of that Stock Unit in accordance with the terms hereof, and the
Participant shall have no further rights with respect to such Stock
Unit.

     

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

     

    (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.

     

    7.      Restrictions
on Transfer.  Neither the Award, nor any interest therein or
amount or shares payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either voluntarily or
involuntarily.  The transfer restrictions in the preceding sentence
shall not apply to (a) transfers to the Corporation, (b) transfers by will or
the laws of descent and distribution, or (c) transfers pursuant to a QDRO order
if approved or ratified by the Committee.

     

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

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.           Notices.  Any
notice to be given under the terms of this Agreement shall be in writing and
addressed to the Corporation at its principal office to the attention of the
Secretary, and to the Participant at the Participant’s last address reflected on
the Corporation’s records, or at such other address as either party may
hereafter designate in writing to the other.  Any such notice shall be
given only when received, but if the Participant is no longer an employee of the
Corporation, shall be deemed to have been duly given by the Corporation when
enclosed in a properly sealed envelope addressed as aforesaid, registered or
certified, and deposited (postage and registry or certification fee prepaid) in
a post office or branch post office regularly maintained by the United States
Government.

     

    11.           Plan.  The
Award 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 of the
provisions of the Plan, incorporated herein by reference.  In the
event of a conflict or inconsistency between the terms and conditions of this
Agreement and of the Plan, the terms and conditions of the Plan shall
govern.  The Participant agrees to be bound by the terms of the Plan
and this Agreement.  The Participant acknowledges having read and
understanding the Plan, the Prospectus for the Plan, and this
Agreement.  Unless otherwise expressly provided in other sections of
this Agreement, provisions of the Plan that confer discretionary authority on
the Administrator do not (and shall not be deemed to) create any rights in the
Participant unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Administrator so conferred by appropriate action
of the Administrator under the Plan after the date
hereof.

     

    12.           Entire
Agreement.  This Agreement and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter
hereof.  The Plan and this Agreement may be amended pursuant to
Section 5.6 of the Plan.  Such amendment must be in writing and
signed by the Corporation.  The Corporation may, however, unilaterally
waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Participant hereunder, but no such waiver
shall operate as or be construed to be a subsequent waiver of the same provision
or a waiver of any other provision hereof.

     

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

     

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

     

    15.           Section
Headings.  The section headings of this Agreement are for
convenience of reference only 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 in accordance with the laws of the State of California without regard
to conflict of law principles thereunder.

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed on its behalf by a duly
authorized officer and the Participant has hereunto set his or her hand as of
the date and year first above written.

    


    


    
      	
              AMERICAN
      STATES WATER COMPANY,

              a
      California corporation

              By:__________________________________

              Print
      Name:___________________________

              Its:__________________________________

            	
              PARTICIPANT

              ___________________________________

              Signature

              ____________________________________

              Print
      Name

            


    

    


    CONSENT
OF SPOUSE

     

    In
consideration of the execution of the foregoing Restricted Stock Unit Award
Agreement by American States Water Company, I, _____________________________,
the spouse of the Participant therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Unit Award Agreement and do hereby
agree to be bound by all of the terms and provisions thereof and of the
Plan.

    Dated:                      ____________,
[    ]

     

    


                             

      
        	 
      	 
      
	 
      	
                Signature
      of Spouse

              
	 	 
	 
      	 
      
	 
      	
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      Name