a6018654ex10-2.htm


    Exhibit
10.2

    


    FORM
OF

    AMERICAN
STATES WATER COMPANY

    2009
SHORT-TERM INCENTIVE PROGRAM

    


    


    


    


    [Date]

    


    


    To:  2009
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 2009 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 2009 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 sum of 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.  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 Percentages for your Discretionary Bonus are 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, 2010.  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]