Exhibit 10.2
    

    

    

    
      FORM OF
AMERICAN STATES WATER COMPANY
2010 SHORT-TERM
      INCENTIVE PROGRAM
    

    

    

    

    

    

    

    
      [Date]
    

    

    

    

    

    
      To:  2010 Short-Term Incentive Program Participants
    

    

    

    
      American States Water Company (the “Company”) is pleased to inform you
      that you have been selected as a participant in the Company’s 2010
      Short-Term Incentive Program (the “Bonus Program”).  Unless otherwise
      defined in this award agreement, capitalized terms used in this award
      agreement have the same meanings as in the Bonus Program.
    

    
      As a participant in the Bonus Program, you are eligible to earn two
      separate cash bonuses for the 2010 calendar year—an Objective Bonus and
      a Discretionary Bonus.  Your total Target Aggregate Bonus is set forth
      opposite your name in the Bonus Program, and is equal to the sum of the
      target amount of your Objective Bonus plus the target amount of your
      Discretionary Bonus.
    

    
      Your Objective Bonus is subject to the terms of the Bonus Program and
      the Company’s Performance Incentive Plan (the “Plan”), and will only
      become payable if all of the applicable terms and conditions of both the
      Bonus Program and the Plan are satisfied and the Plan is approved by the
      Company’s shareholders.  The portion of your Target Aggregate Bonus
      attributable to your Objective Bonus will become payable based on the
      Company’s attainment of the specific Performance Targets established for
      the Business Criteria that have been established for you.  Your
      applicable Business Criteria, Performance Targets (including the
      threshold, target and maximum Performance Targets) and Payout
      Percentages are set forth in Exhibit A to the Bonus Program.  Please
      note, however, that payment of your Objective Bonus remains subject to
      the Compensation Committee’s discretion to reduce Objective Bonuses
      pursuant to Section 4 of the Plan.
    

    
      Your Discretionary Bonus is subject to the terms of the Bonus Program
      (but not the Plan), and will only become payable if all of the
      applicable terms and conditions of the Bonus Program are satisfied. The
      portion of your Target Aggregate Bonus attributable to your
      Discretionary Bonus will become payable based on the Company’s
      assessment of your attainment of the core performance objectives for
      your position, and you will only be entitled to receive a Discretionary
      Bonus if you are determined to meet the standards established for your
      position.  These individual performance requirements applicable to your
      Discretionary Bonus are referred to as your Individual Performance
      Measures.  The Payout Percentage for your Discretionary Bonus is set
      forth in Exhibit A to the Bonus Program.
    

    
      Any Objective Bonus or Discretionary Bonus that becomes payable to you
      will be paid as soon as practicable following the Compensation
      Committee’s determination and certification pursuant to Section 8 of the
      Bonus Program, but in no event later than December 31, 2011.  However,
      any Objective Bonus or Discretionary Bonus that becomes payable to you
      is subject to recoupment pursuant to the Company’s Policy Regarding the
      Recoupment of Certain Performance-Based Compensation Payments as in
      effect from time to time, and you agree to promptly make any
      reimbursement requested by the Board of Directors or the Compensation
      Committee pursuant to such policy with respect to any such bonuses.  In
      addition, you agree that the Company and/or any of its affiliates may
      deduct from any amounts it may owe you from time to time (such as wages
      or other compensation) any and all amounts that you are required to
      reimburse the Company pursuant to such policy.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Copies of the Bonus Program and the Plan are being provided to you with
      this award agreement. The Company advises you to read these documents
      carefully because they are legal documents that establish the terms and
      conditions of your Objective Bonus and your Discretionary Bonus.  The
      Bonus Program and the Plan are each incorporated into this award
      agreement by reference, and will control in the event there is any
      conflict between the terms of this award agreement and the Bonus Program
      or Plan, as applicable.
    

    

    

    

    

    
    	
           
        	
          Sincerely,
        
	

        	
           
        
	

        	
           
        
	

        	
          Robert J. Sprowls
        
	

        	
          President and Chief Executive Officer
        


    

    

    

    

    

    
      Accepted and Agreed:
    

    

    

    
      _____________________________
[Executive]