Exhibit 4.13.4


 


SOUTHWEST WATER
COMPANY

2006 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT


 


Unless otherwise defined, capitalized terms used
herein shall have the meanings defined in the Southwest Water Company 2006
Equity Incentive Plan.


 


I.                                         NOTICE OF STOCK OPTION GRANT


 


You have been granted an option to purchase Common
Stock, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:


 


	
  Name of Optionee:

  	
                                                                    

  
	
   

  	
   

  
	
  Total Number of Shares Granted:

  	
                                                                    

  
	
   

  	
   

  
	
  Type of Option:

  	
                          
  Incentive Stock Option

   

                          
  Nonstatutory Stock Option

  
	
   

  	
   

  
	
  Exercise Price Per Share:

  	
  $                                    

  
	
   

  	
   

  
	
  Grant Date:

  	
                                        

  
	
   

  	
   

  
	
  Vesting Commencement Date:

  	
                                        

  
	
   

  	
   

  
	
  Vesting Schedule:

  	
  In accordance with the schedule set out in Part II,
  AGREEMENT, Section 1.

  
	
   

  	
   

  
	
  Post-Termination Exercise Period:

  	
  Subject to Part II, AGREEMENT, Section 4,
  except in the case of termination for Cause, this option may be
  exercised for             
  (    ) months after you cease to be an Eligible Person. In
  no event shall this option be exercised later than the Term/Expiration Date
  provided for below.

  
	
   

  	
   

  
	
  Term/Expiration Date:

  	
                                                  

  



 


II.                                     AGREEMENT


 


1.                                       Grant and Condition of Exercise. Subject to vesting at the time
indicated below, the Company extends to Optionee the right and option to
purchase, on the terms and conditions hereinafter set forth, all or so much of
the aggregate of [                    ] shares of the common stock of the Company
(the “Stock”), at the purchase price of $[                          ] per


 

















 


share (being one hundred percent (100%) or more of the
fair market value per share, as defined in the Plan, of the Stock on the date
of grant), as Optionee may from time to time elect to purchase. The right
to exercise the options granted hereby shall vest and be exercisable as to [                          
percent (    %)] of the entire
amount of shares of Stock covered by this Agreement on each of the first (1st)
[                
(    )] anniversary dates of this Agreement, commencing
on the first (1st) anniversary date. Once vested and
exercisable, an option must be exercised, if at all, only with respect to whole
shares and within [                  
(    )] months next
following the date of vesting. Compliance with the further provisions of this
Agreement shall be a condition to the purchase of shares pursuant to exercise
of any option.


 


2.                                       Continuous Employment Requirement. Optionee understands and agrees that in
order to exercise the option granted hereby Optionee must remain in the
continuous employment of the Company during the period commencing on the date
of grant and ending on a date specified in Paragraph 1 on which the option is
exercised. A leave of absence from employment with the Company’s consent shall
not be considered a termination of employment.


 


3.                                       Exercise of Option and Delivery of Shares. This Option is exercisable by
delivering to the Company a fully executed “Exercise Notice” or by any other
method approved by the Committee. The Exercise Notice shall provide that the
Optionee is electing to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the “Exercised Shares”), and such other
representations and agreements as may be required by the Committee. The
Exercise Notice shall be accompanied by payment of the full aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be exercised
upon receipt by the Committee of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price. No Shares shall be issued
pursuant to the exercise of this Option unless such issuance and exercise
complies with applicable laws. Neither Optionee nor Optionee’s executor,
administrator, heirs or legatees shall be or have any rights or privileges of a
stockholder of the Company in respect of the shares to be purchased upon the
exercise of the option extended hereby, unless and until certificates
representing such shares shall have been issued and delivered.


 


4.                                       Method of Payment. Payment of the aggregate Exercise Price
shall be by any of the methods provided in the Plan to the extent allowed by
the Committee and in strict compliance with all procedures established by the
Committee.


 


5.                                       Termination of Employment; Exercise. If the employment of Optionee
terminates for any reason other than for Cause, this option shall expire [                              
(        )]
months after the date of such termination or upon the date the option expires
under the terms hereof, whichever is earlier. During such period, the option may be
exercised in accordance with the terms hereof, but only for the number of
shares which could have been purchased under this Agreement on the date of
termination of employment.


 


If Optionee dies or becomes subject to disability
while an option is exercisable under the terms of the Plan and this Agreement, Optionee
or Optionee’s personal representative may exercise such rights to the
extent Optionee could have done so immediately preceding Optionee’s death or
disability.


 


2

















 


A leave of absence from employment with the Company’s
consent shall not be considered a termination of employment.


 


If Optionee’s employment is terminated for Cause, his
or her options and all rights hereunder expire on the same date as Optionee’s
termination of employment.


 


6.                                       Non-Transferability of the Option. Except as permitted by the Plan or the
Committee, the option extended hereby and the rights and privileges conferred
hereunder are exercisable only by Optionee during Optionee’s lifetime and shall
not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed
of in any way (whether by operation of law or otherwise) other than by will or
by the laws of descent and distribution, and shall not be subject to execution,
attachment or similar process. Upon any attempt to sell, transfer, assign,
pledge, hypothecate or otherwise dispose of said option or of any right or
privilege conferred hereunder contrary to the provisions hereof, said option
and the rights and privileges conferred hereunder shall immediately terminate
and thereupon become null and void.


 


7.                                       Issue, Transfer Taxes and Other Expenses. The Company shall pay any and all
original issue and stock transfer taxes that may be imposed on the
issuance or sale of shares acquired pursuant to the exercise of the option
extended hereby, together with any and all other fees and expenses necessarily
incurred by the Company in connection therewith.


 


8.                                       Withholding Taxes. Optionee agrees to make appropriate
arrangements with the Committee for the satisfaction of all applicable federal,
state, and local income taxes, employment tax, and any other taxes that are due
as a result of the Option exercise. With the Committee’s consent, these
arrangements may include withholding Shares that otherwise would be issued
to Optionee pursuant to the exercise of this Option; provided, however, the
withholding amount must be calculated using the minimum statutory withholding
rates interpreted in accordance with applicable accounting requirements. The
Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.


 


9.                                       Notices. Any notice or other communication required or which may be
given hereunder, including a notice of change of address or facsimile number,
shall be in writing and shall be delivered personally (including delivery by
Federal Express or other commercial courier service), or sent by facsimile, or
sent by certified, registered or express mail, postage prepaid, return receipt
requested, and shall be deemed given when personally delivered; if sent by
facsimile, when receipt is electronically acknowledged, or if delivered by
mail, ten (10) days after the date of mailing, addressed as follows:


 


	
   

  	
  The Company:

  	
  Southwest
  Water Company

  
	
   

  	
   

  	
  624 South
  Grand Avenue

  
	
   

  	
   

  	
  Suite 2900

  
	
   

  	
   

  	
  Los Angeles,
  CA 90017-3782

  
	
   

  	
   

  	
  Attention:

  
	
   

  	
   

  	
  Facsimile:
  (213) 929-1800

  



 


3

















 


Optionee:


 


 


Facsimile:


 


10.                                 Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to
Optionee’s interest except by means of a writing signed by the Company and Optionee.
This Agreement is governed by the internal substantive laws but not the choice
of law rules of the State of [                      ]
[Optionee’s location]


 


11.                                 No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUED AS AN ELIGIBLE PERSON AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS AN OPTIONEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S
RELATIONSHIP AS SUCH AT ANY TIME, WITH OR WITHOUT CAUSE.


 


12.                                 Successors in Interest. This Agreement shall be binding upon
and shall inure to the benefit of any successor or successors of the Company,
shall be binding upon the heirs, successors and assigns of the Optionee, and,
except as otherwise provided herein, shall inure to the benefit of such heirs,
successors and assigns.


 


13.                                 Incorporation of the Plan; Governing
Document. If for
any reason the provisions of this Agreement are deemed or construed to be
inconsistent with the terms of the Plan, the terms of the Plan, which are
hereby incorporated herein by reference, shall govern. By Optionee’s signature
and the signature of the company’s representative below, Optionee and the
Company agree that this Option is granted under and governed by the terms and
conditions of this Option Agreement and the Plan. Optionee has reviewed this
Option Agreement and the Plan in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option Agreement and fully
understands all provisions of this Option Agreement and the Plan. Optionee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to this Option
Agreement and the Plan.


 


14.                                 Related Documents. Optionee further agrees that the
Company may deliver by email all documents relating to the Plan or this
Option (including, without limitation, prospectuses required by the Securities
and Exchange Commission) and all others documents that the Company is required
to deliver to its security holders (including, without limitation, annual
reports and proxy statements). Optionee also agrees that the Company may deliver
these


 


4

















 


documents by posting them on a web site maintained by
the Company or by a third party under contract with the Company.


 


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


 


	
   

  	
  SOUTHWEST WATER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Signature]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [Name]

  
							



 


5