Exhibit 10.29





Exhibit 10.29




AQUA AMERICA, INC.

2009 OMNIBUS EQUITY COMPENSATION PLAN




STOCK OPTION AND DIVIDEND EQUIVALENT GRANT

Date of Grant:                     




This Stock Option and Dividend Equivalent Grant Agreement evidences the grant made by Aqua
America, Inc., a Pennsylvania corporation (the “Corporation”), to «Name», an officer of the
Corporation or one of its subsidiaries (the “Grantee”), under the terms and provisions of the Aqua
America, Inc. 2009 Omnibus Equity Compensation Plan (the “Plan”).



WHEREAS, on May 8, 2009 the Executive Committee of the Board of Directors of the Corporation
(the “Board”) adopted the Plan, subject to the approval of the shareholders of the Corporation;



WHEREAS, the Plan was approved and ratified at the Corporation’s 2009 Annual Meeting of the
Shareholders by the vote of the holders of a majority of the Corporation’s common stock (the
“Common Stock”) entitled to vote thereon;



WHEREAS, pursuant to the Plan, the Board has empowered its Executive Compensation Committee
(the “Committee”) to grant options to purchase Common Stock and to grant dividend equivalents based
upon the dividends earned on Common Stock (collectively, the “Grants”) to eligible persons in
accordance with the terms and provisions of the Plan; and



WHEREAS, the Committee has determined that the Grantee is an eligible person as contemplated
by the Plan and has determined that it would be in the best interests of the Corporation to grant
to the Grantee as of the date of grant specified above (the “Date of Grant”) options to purchase
Common Stock and dividend equivalents;





 


 









 






NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:



1. Grant of Option.



a. Number of Shares, Option Price and Exercise Schedule. Subject to the terms and
conditions hereinafter set forth, the Corporation, with the approval and at the direction of the
Committee, hereby grants to the Grantee an option to purchase an aggregate of
«Proposed
 _____ 
of _ Options _» shares of Common Stock at a price of $_____ 
per share. This option shall
become exercisable in three (3) annual installments, the Grantee having the right hereunder to
purchase from the Corporation, on and after the following dates, the following numbers of shares of
Common Stock:



	 	 	 
	                    :

	 	«Year_1» shares,
	                    :

	 	an additional «Year_2» shares,
	                    :

	 	an additional «Year_3» shares;






The right of the Grantee to purchase shares of Common Stock subject to any accrued installment may
be exercised in whole or in part from time to time, subject to the restrictions set forth herein.
The Committee may, in its sole discretion, accelerate the time at which the option may be exercised
in whole or in part. Notwithstanding any determinations by the Committee regarding the exercise
period of the option or the exercise schedule set forth above, all outstanding options shall become
immediately exercisable upon a Change in Control of the Corporation (as defined in the Plan).



b. Termination of Option. This option and all rights hereunder, to the extent such
rights shall not have been exercised, shall terminate and become null and void after the expiration
of ten (10) years from the Date of Grant (the “option term”).



Upon the termination of the Grantee’s regular full-time employment for any reason (except as a
result of Retirement, Disability or death as described below), this option, whether exercisable or
unexercisable, shall terminate. Notwithstanding the fact that, in all cases, the Grantee’s
employment shall be deemed to have terminated upon the sale of a subsidiary of the Corporation that
employs the Grantee, the Committee, in its sole discretion, may extend the period during which the
option may be exercised after such sale to the earliest of (i) a date which is not more than three
years from the date of the sale of the subsidiary, (ii) the date of the Grantee’s termination of
employment as a regular full time employee with the subsidiary (or successor employer) following
such sale for reasons other than Retirement, Disability or death, (iii) the date which is one year
from the date of the Grantee’s termination of employment with the subsidiary on account of the
Grantee’s Disability, or three months from the date of such termination if on account of Retirement
or (iv) the expiration of the original term of the option as established in the first paragraph of
this Section. The Committee, in its sole discretion, may similarly extend the period of exercise of
the option if the Grantee’s employment with the Corporation or subsidiary is terminated in
connection with the sale of a subsidiary of the Corporation.



Upon termination of the Grantee’s employment as a result of Retirement, Disability or death,
this option may be exercised over a period that does not exceed: (i) 12 months from the date of
such termination of employment in the case of death, and (ii) 38 months from the date of such
termination in the case Retirement or Disability; but in no event shall the exercise period extend
beyond the expiration of the option term and the exercise period for any option shall not be
accelerated as a result of Retirement. Stock options become immediately exercisable as of the
termination of the Grantee’s employment as a result of Disability or death.



For purposes of this option, “Disability” means the Grantee becomes disabled within the
meaning of Section 22(e)(3) of the Internal Revenue Code, as amended (the “Code”) or within the
meaning of the Corporation’s long-term disability plan applicable to the Grantee.


 


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For purposes of this option, “Retirement” means Early Retirement or Normal Retirement. Early
Retirement means a Grantee’s termination of employment that occurs on or after (i) the date that
the Grantee becomes eligible for early retirement pursuant to the terms of the Retirement Income
Plan for Aqua America, Inc. and Subsidiaries (the “Pension Plan”), or (ii) if the Grantee is not an
active participant in the Pension Plan, the date that the Grantee is first eligible for Social
Security retirement benefits and has completed at least 10 years of service for vesting purposes
under the Pension Plan. Normal Retirement means a Grantee’s termination of employment on or after
the date the Grantee first satisfies the conditions for normal retirement benefits under the
Pension Plan, whether or not the Grantee is covered by the Pension Plan.



Subject to the foregoing, in the event of the Grantee’s death, the option may be exercised by
the Grantee’s legal representative but only to the extent exercisable as of the date of death. The
Grantee’s transfer of employment among the Corporation, its parent or any subsidiary shall not be
deemed to be a termination of employment.



c. Forfeiture of Option. Notwithstanding any other provisions set forth herein or in
the Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing affecting the
Corporation, any parent or subsidiary, (ii) breach the terms of any covenant not to compete, or any
employment contract, with the Corporation, any parent or subsidiary, or (iii) engage in conduct
that would warrant the Grantee’s discharge for cause (excluding general dissatisfaction with the
performance of the Grantee’s duties, but including any act of disloyalty or any conduct clearly
tending to bring discredit upon the Corporation, any parent or subsidiary) this option, or the
unexercised portion thereof, shall immediately terminate and be void.



d. Non-Compete Agreement. The Grantee hereby agrees that all unexercised stock
options following a Grantee’s termination of full-time employment by reason of Retirement shall be
forfeited if, during the 38 month period following the Grantee’s termination of regular full-time
employment, the Grantee violates the terms of Section 3.



e. Exercise Procedures. The Grantee may exercise this option with respect to all or
any part of the whole number of shares then subject to exercise. Such exercise shall be effected
as follows: Grantee shall deliver to the Corporation written notice of intent to exercise. Such
notice shall specify the number of shares as to which this option is to be exercised and the date
of exercise thereof, which date shall be at least five (5) days after the delivery of such notice
unless an earlier time shall have been mutually agreed upon. Such notice may instruct the
Corporation to deliver shares of Common Stock due upon the exercise of the option to any registered
broker or dealer in lieu of delivery to the Grantee. Such instructions must designate the account
into which the shares are to be deposited. The Grantee may tender this notice of exercise, which
has been properly executed by the Grantee, and the aforementioned delivery instructions to any
broker or dealer. Full payment by the Grantee of the option price for the shares purchased shall
be made on or before the date of issuance of the shares being purchased in cash, or, with the prior
written consent of the Committee, in whole or in part through the surrender of shares of Common
Stock (including without limitation shares of Common Stock acquired pursuant to the option then
being exercised) at their fair market value as determined pursuant to the terms of the Plan. On
the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable,
the Corporation shall, without transfer or issue tax or other incidental expense to the
Grantee, cause to be delivered to the Grantee a certificate or certificates for such shares out of
theretofore unissued shares or reacquired shares, as the Corporation may elect, upon payment for
the shares. The Corporation shall, without transfer or issue tax or other incidental expense to the
Grantee, cause to be delivered to the Grantee separate certificates for those shares which will be
treated as being issued pursuant to the exercise of an incentive stock option and for those shares,
if any, which under Section 2 of the Agreement will be treated as being issued pursuant to the
exercise of an option which is not an incentive stock option. The Corporation shall identify in
its stock transfer records which shares are being issued pursuant to the exercise of an incentive
stock option and which shares are being issued pursuant to the exercise of an option which is not
an incentive stock option.


 


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2. Dividend Equivalents.



a. Number of Dividend Equivalents. Subject to the terms and conditions hereinafter
set forth, the Corporation, with the approval and at the direction of the Committee, hereby grants
to the Grantee «Proposed
 _____ 
of _ Div _ Equiv» dividend equivalents. The amount of dividend equivalents
(the “Dividend Equivalent Amount”) subject to this Grant shall be equal to the number of dividend
equivalents specified in this Section 2.a. multiplied by the per-share cash dividend, or the
per-share fair market value (as determined by the Committee) of any dividend in other than cash,
paid by the Corporation with respect to each record date for the payment of a dividend during the
period described in Section 2.b.



b. Amount of Dividend Equivalent Credited. The Corporation shall credit to an account
for each Grantee maintained by the Corporation in its books and records on each record date that
portion of the Dividend Equivalent Amount for each Grantee attributable to each record date, from
the date of Grant until the earlier of the date of




(i) the end of the applicable accumulation period designated by the Committee at the
time of Grant (the “Accumulation Period”),




(ii) the date of the Grantee’s termination of regular full-time employment for any
reason other than Disability or Retirement as defined in Section 1.b. above, or death of the
Grantee, or as otherwise determined by the Committee, in its sole discretion, at the time of
a Grantee’s termination of employment, or




(iii) the end of a period of four years from the date of grant.



The Corporation shall maintain in its books and records separate accounts which identify each
Grantee’s Dividend Equivalent Amount, reduced by all amounts paid pursuant to subsection (c) below.
No interest shall be credited to any such account. The Date of Grant for the dividend equivalents
granted hereunder is                      and the Accumulation Period for the Grant is                      (_____)
years from the Date of Grant.


 


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c. Payment of Credited Dividend Equivalents. Any Dividend Equivalent Amounts accrued
in an account between the date of the Grant to March 1 of the following year shall be distributed
to the Grantee between March 1 and March 15 of the year following the Date of Grant, and any
Dividend Equivalent Amounts accrued in an account from March 2 of the year following the Date of
Grant (or any anniversary thereof) through March 1 of the following year shall be distributed to
the Grantee between March 1 and March 15 of such following year, subject to subject to subsection
(d) below. Notwithstanding the foregoing, upon a Change in Control of the Corporation, as defined
in the Plan, any Dividend Equivalent Amount or portion thereof, which has not, prior to such date,
been paid to the Grantee or forfeited shall be paid within 60 days to the Grantee; provided,
however, that if any Dividend Equivalent Amount is subject to section 409A of the Code and the
Change in Control is not a “change in control event” for purposes of section 409A of the Code,
payment will be made between March 1 and March 15 of the applicable year described above, if
required to comply with section 409A of the Code.



d. Forfeiture of Dividend Equivalents. Except as otherwise determined by the
Committee, payment of Dividend Equivalent Amounts for any accrual period ending on March 1 as
described in subsection (c) shall be forfeited by the Grantee if the Grantee is not employed in
regular full-time employment by the Corporation or a subsidiary on March 1 of such accrual period;
provided, however, that a Grantee shall not forfeit any payments if the Grantee terminates
employment by reason of (i) death, (ii) total disability (as defined in section 22(e)(3) of the
Code), or (iii) Normal Retirement or Early Retirement as defined in Section 1.b. above, subject to
subsection (e) below.



e. Non-Compete Agreement. All unpaid Dividend Equivalent Amounts following a
Grantee’s termination of full-time employment by reason of Retirement shall be forfeited if, during
applicable Accumulation Period, the Grantee violates the terms of Section 3.




f. Form of Payment. Dividend Equivalent Amounts shall be paid solely in cash.



3. Restrictive Covenant.



(i) For the period of 38 months following the Grantee’s Retirement, as described in Section
1.b., the Grantee agrees that he/she will not, unless acting pursuant with the prior written
consent of the Board, directly or indirectly, own, manage, operate, join, control, finance or
participate in the ownership, management, operation, control or financing of, or be connected as an
officer, director, employee, partner, principal, agent, representative, consultant or otherwise
with or use or permit his/her name to be used in connection with, any business or enterprise
engaged in a geographic area within 25 miles of any location from which the Corporation or any of
its subsidiaries is operating on the Grantee’s date of termination (the “Geographic Area”), in any
business that is competitive to a business from which the Corporation and any of its subsidiaries,
taken as a whole from all geographic area, derived at least ten percent of its respective annual
gross revenues for the twelve (12) months preceding the Grantee’s date of termination. It is
recognized by the Grantee that the business of the Corporation and its subsidiaries and the
Grantee’s connection therewith is or will be involved in activity throughout the Geographic Area,
and that more limited




 


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geographical limitations on this non-competition covenant are therefore not appropriate. The foregoing restriction shall not be
construed to prohibit the ownership by the Grantee of less than one percent of any class of
securities of any corporation which is engaged in any of the foregoing businesses having a class of
securities registered pursuant to the Securities Exchange Act of 1934, provided that such ownership
represents a passive investment and that neither the Grantee nor any group of persons including the
Grantee in any way, either directly or indirectly, manages or exercises control of any such
corporation, guarantees any of its financial obligations, otherwise takes any part in its business,
other than exercising his/her rights as a shareholder, or seeks to do any of the foregoing.



(ii) The Grantee acknowledges that the restrictions contained in paragraph (i) above are
reasonable and necessary to protect the legitimate interests of the Corporation and its
subsidiaries and affiliates, and that any violation of those provisions will result in irreparable
injury to the Corporation. The Grantee represents that his/her experience and capabilities are
such that the restrictions contained in paragraph (i) will not prevent the Grantee from obtaining
employment or otherwise earning a living at the same general level of economic benefit as is the
case as of the date hereof. The Grantee agrees that the Corporation shall be entitled to
preliminary and permanent injunctive relief, without the necessity of proving actual damages, which
right shall be cumulative and in addition to any other rights or remedies to which the Corporation
may be entitled. In the event that any of the provisions of paragraph (i) should ever be
adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable
law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the
maximum time, geographic, service, or other limitations permitted by applicable law.



4. Adjustment of and Changes in Common Stock of the Corporation.



In the event of a reorganization, recapitalization, change of shares, stock split, spin-off,
stock dividend, reclassification, subdivision or combination of shares, merger, consolidation,
rights offering, or any other change in the corporate structure or shares of the Corporation, the
Committee will make such adjustment as it deems appropriate in the number and kind of shares
subject to the Grants, the option price or other terms and conditions applicable to dividend
equivalents.



5. No Rights of Shareholders.



Neither the Grantee nor any personal representative shall be, or have any of the rights and
privileges of, a shareholder of the Corporation with respect to any shares related to the Grants or
purchasable upon the exercise of this option, in whole or in part, prior to the date of exercise of
the option.


 


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6. Non-Transferability of Grants.



Except as otherwise provided in this Section, during the Grantee’s lifetime, only the Grantee
or any guardian or legal representative of the Grantee, may exercise rights under the
Grants and the Grants shall not be assigned or transferred by the Grantee (other than an
assignment pursuant to a qualified domestic order as defined under the Code or Title I of ERISA or
the rules thereunder or transfer by will or by the laws of descent or distribution in the event of
the death of the Grantee). Upon a transfer of an option granted hereunder by will or by the laws
of descent or distribution, or a family transfer (as hereinafter provided), the person to whom the
option is transferred shall have the right to exercise the option in accordance with the Plan and
this Grant.



The Grantee may transfer all or a portion of a nonqualified stock option granted hereunder to
family members, one or more trusts for the benefit of family members, or one or more other entities
of which family members control the management of assets or own more than 50% of the voting
interests, consistent with applicable securities laws, provided that the Grantee receives no
consideration for the transfer of the option and the transferred option shall continue to be
subject to the same terms and conditions as were applicable to the option immediately before the
transfer.



In the event of any attempt by the Grantee (or assignee) to alienate, assign, pledge,
hypothecate or otherwise dispose of a Grant or of any right hereunder, except as provided for
herein, or in the event of the levy of any attachment, execution or similar process upon the rights
or interest hereby conferred, the Corporation may terminate the Grant by notice to the Grantee and
it shall thereupon become null and void.



7. Employment Not Affected.



Neither the making of the Grants nor the exercise of the option or the payment of the Dividend
Equivalent Amount shall be construed as granting to the Grantee any right with respect to
continuance of employment by the Corporation or any of its subsidiaries. Except as may otherwise
be limited by a written agreement between the Corporation or any subsidiary and the Grantee, the
right of the Corporation or any parent or subsidiary to terminate at will the Grantee’s employment
with it at any time (whether by dismissal, discharge, or otherwise) is specifically reserved and
acknowledged by the Grantee.



8. Withholding of Tax.



Whenever shares of Common Stock are to be delivered upon exercise of the option, the
Corporation shall be entitled to require as a condition of such delivery that the Grantee remit to
the Grantee’s employer or, in appropriate cases, agree to remit to such employer when due, an
amount sufficient to satisfy all federal, state and local withholding tax requirements relating
thereto.


 


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9. Amendment of Grants.



The Grants may be amended by the Committee at any time (i) if it determines, in its sole
discretion, that amendment is necessary or advisable in the light of any addition to or change in
the Internal Revenue Code or regulations issued thereunder, or any federal or state securities law
or other law or regulation, which change occurs after the grant of the option and dividend
equivalents and by its terms retroactively applies to the option or dividend equivalent; and (ii)
with the consent of the Grantee. Any such amendment shall be in writing and signed by the
Corporation and the Grantee.



10. Notice.



Any notice to the Corporation provided for in this instrument shall be addressed to it in care
of its Secretary, and any notice to the Grantee shall be addressed to the Grantee at the current
address shown on the payroll of the Corporation or any subsidiary. Except as otherwise provided
herein, any notice shall be deemed to be duly given if and when properly addressed and posted by
registered or certified mail, postage prepaid.



11. Incorporation of Plan by Reference.



The Grants are made pursuant to the terms of the Plan, as approved by a majority of the
Corporation’s shareholders on May 8, 2009 and as the Plan may be amended from time to time, and
shall in all respects be interpreted in accordance therewith. The Committee shall interpret and
construe the Grants, and its decision shall be conclusive and binding upon any questions arising
hereunder. By executing this Grant Agreement and by accepting the option granted hereunder, the
Grantee acknowledges and accepts the terms of the Plan and the Committee’s authority and discretion
as specified in the Plan.



12. Governing Law.



The validity, construction, interpretation and effect of this instrument shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of Pennsylvania.



13. Section 409A.



This Agreement is intended to comply with section 409A of the Code and its corresponding
regulations, or an exemption, and payments may only be made under this Agreement upon an event and
in a manner permitted by section 409A of the Code, to the extent applicable.



	 	 	 	 	 	 	 
	GRANTEE	 	AQUA AMERICA, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Grantee	 	 	 	 







 


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