exhibit103-susanhardwick






    Exhibit 10.3    American Water - Confidential           February 2, 2022    Ms. M. Susan Hardwick  14141 S. Penn Square Unit 37D  Philadelphia, PA 19102    Dear Susan:      On behalf of American Water Works Company, Inc. (the “Company”) and its Board of Directors, we are pleased to offer  you the position of Chief Executive Officer and President, effective February 2, 2022.  As Chief Executive Officer and  President of the Company, you shall have the authority to control the day-to-day operations of the Company and its  corporate strategy subject to the Company’s Bylaws and Delegation of Authority and to the directors and decisions of  the Company’s Board of Directors.  You will also be elected to serve as a member of the Board of Directors, without  additional compensation for such service.  The following are the terms and conditions of your employment as the  Company’s Chief Executive Officer and President.      Base Salary: You will receive a bi-weekly salary of $38,461.54, which when annualized, would be approximately  $1,000,000, subject to applicable withholdings. The salary grade for your position will be 100.  Your compensation will  be reviewed annually based on your performance as assessed by the independent members of the Board of Directors.     APP:  You will continue to participate in the Company's Annual Performance Plan (APP). Your target award under the  APP is 110% of your annual base salary, and for 2022 will not be prorated and will be based on your new salary and  target levels.  Under the terms of the APP, your actual award payout may be up to 200% of your target award and will be  dependent on both (i) your individual performance which may result in an individual performance factor range of 0 to  200% of your target award and (ii) the application of the Company's Corporate Multiplier (which may range from 0 to  150%) to your individual award.  The independent members of the Board of Directors will establish each performance  year a set of mutually agreed upon APP goals and objectives for you as CEO and President. Your APP award for 2022 will  be based on the level of progress towards achieving the goals and objectives that were agreed upon and approved by  the independent members of the Board of Directors, as reflected in the minutes of the meeting of the Board of Directors  at which they were approved. Your APP award target must be approved by the Executive Development and  Compensation Committee, as well as the independent members of the Board.    LTPP: You will continue to participate in American Water’s Long Term Performance Plan (LTPP).   Your target payout  under the LTPP is 400% of your annual base salary. Your grant for 2022 will be based on your new target.  For reference  purposes, awards are currently granted in the following forms of equity in the Company: 30% in restricted stock units,  35% in performance stock units based on relative total shareholder return (TSR) ranking and 35% percent in  performance stock units based on compounded adjusted EPS growth. LTPP awards are granted under the terms and  conditions of the Company’s 2017 Omnibus Equity Compensation Plan, as it may be amended from time to time (the  Plan), the LTPP program then in effect, and a grant document.  Your LTPP awards must be approved by the Executive  Development and Compensation Committee of the Board, as well as the independent members of the Board.  In the  event of any conflict between the terms of your offer letter and the terms of the Plan, the LTPP program then in effect  and the grant document, the terms of those other documents will govern.                





 






   American Water - Confidential            Ms. Hardwick  February 2, 2022  Page 2       In addition, as CEO and President, your equity awards will include specific post-retirement continued vesting provisions  applicable to that position. Under these provisions, equity awards granted to you in this role will continue to vest over  the normal vesting schedule of the award following your separation of service based upon either normal retirement, as  follows:    • in the event of a normal retirement, defined as having attained age 60 and five years of service, an  award will continue to vest in full; and  • in the event of an early retirement, defined as having attained age 55 and five years of service, 75  percent of each award will continue to vest.    Interim CEO compensation:  In recognition and appreciation of your role as interim CEO from December 3, 2021 to  January 31, 2022, you will receive a one time lump sum cash payment of $100,000, subject to applicable withholdings,  which will be paid to you in the next pay period.    Executive Severance Policy and Change of Control Severance Policy:  You will be entitled to the benefits and  subject to the terms of the Company's executive severance policy and Change of Control Severance Policy,  which  provide severance benefits to executives whose employment is terminated under specified circumstances by  American Water for reasons other than cause.      Benefits:  You will continue to be eligible to participate in American Water’s comprehensive benefits program for you  and your eligible dependents.       401(k) Savings Plan:  You will continue to be eligible to participate in the 401(k) Savings Plan.     Non-Qualified Deferred Compensation: You will continue to be eligible to participate in our Non-Qualified Deferred  Compensation Plan.  The Company may make Employer Matching and Defined Contribution Account contributions as  soon as administratively practicable after the end of the applicable plan year.      Vacation/Holidays:  You are entitled to five (5) weeks of vacation, six (6) floating holidays and eight (8) fixed holidays  per calendar year which must be used in accordance with the Company's vacation policy.                          





 






   American Water - Confidential          Ms. Hardwick  February 2, 2022  Page 3    Susan, we look forward to working with you as CEO and President as you continue to execute on our strategy and grow  the Company.    Please signify your agreement with the foregoing terms of your continued employment by returning to my attention the  original of this Agreement.    Sincerely,  /s/ KARL F. KURZ  Chairman of the Board  cc:  Melanie Kennedy, EVP and Chief Human Resources Officer    I, Susan Hardwick, understand that my employment with American Water is "at will," which means that I am not  guaranteed employment or any particular job for any specified period of time.  The Company or I may terminate my  employment at any time, for any or no reason, with or without cause.       /s/ M. SUSAN HARDWICK  February 2, 2022  Signature                                                                                Date