2007 Omnibus Equity Compensation Plan Nonqualified Stock Option Grant--ML4-ML5



 Exhibit 10.5 
 FORM FOR 2009 LTIP – FOR ML4 -ML5 
 “OPTION GRANT” 
 AMERICAN WATER WORKS COMPANY, INC. 
 2007
OMNIBUS EQUITY COMPENSATION PLAN 
 NONQUALIFIED STOCK OPTION GRANT 
 This STOCK OPTION GRANT, dated as of February     , 2009 (the “Date of Grant”), is delivered by American Water Works
Company, Inc. (the “Company”) to              (the “Participant”). 
 RECITALS 
 WHEREAS, the Committee (as defined in the American Water Works Company, Inc. 2007 Omnibus
Equity Compensation Plan) has adopted a 2009 long-term incentive program (“2009 LTIP”) pursuant to which designated employees will be granted equity awards (the “Equity Award”) for shares of Common Stock of the
Company, par value $0.01 per share, (the “Company Stock”); 
 WHEREAS, the Equity Award is comprised of two separate grants,
a nonqualified stock option and a performance stock unit grant; 
 WHEREAS, the Committee has determined that the Participant is eligible to
participate in the 2009 LTIP and to grant the Participant an Equity Award under the 2009 LTIP; and 
 WHEREAS, the Committee has determined
that the nonqualified stock option portion of the Equity Award granted to the Participant pursuant to the 2009 LTIP shall be issued under the American Water Works Company, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) and
the terms and conditions of such nonqualified stock option shall be memorialized in this grant (the “Grant”). 
 NOW,
THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as follows: 
 1. Grant of Option. Subject to the terms and
conditions set forth in this Grant and in the Plan, the Company hereby grants to the Participant a nonqualified stock option (the “Option”) to purchase              shares
of Company Stock, at an exercise price of $              per share of Company Stock. 
 2.
Exercisability of Option. 
 (a) Except as provided in subparagraphs (b) or (c) below, the Option shall become exercisable on
the following dates, if the Participant continues to be employed by, or providing service to, the Employer (as defined in the Plan) from the Date of Grant through the applicable date: 
  

			
	 Date
	  	Shares for
Which the
Option is
Exercisable
	 January 1, 2010
	  	1/3
		
	 January 1, 2011
	  	1/3
		
	 January 1, 2012
	  	1/3








 The exercisability of the Option is cumulative, but shall not exceed 100% of the shares of Company Stock subject to the
Option. If the foregoing schedule would produce fractional shares of Company Stock, the number of shares of Company Stock for which the Option becomes exercisable shall be rounded down to the nearest whole share of Company Stock. The Option shall
become fully exercisable on January 1, 2012, if the Participant is employed by, or providing service to, the Employer on such date. 
 (b) If at any time prior to the date the Participant’s Option becomes exercisable as described in subparagraph (a) above, the Participant’s employment or service with the Employer is terminated on account of death or Total
Disability (as defined below), the Option shall become fully exercisable on the date of the Participant’s termination of employment or service with the Employer on account of death or Total Disability. For purposes of this Grant, the term
“Total Disability” shall mean that the Participant has been determined to be totally disabled by the Social Security Administration. 
 (c) If a Change of Control (as defined in the Plan) occurs while the Participant is employed by or providing service to the Employer, then the Option shall become fully exercisable as of the date of the Change of
Control. 
 3. Term of Option. 
 (a) The
Option shall have a term from the Date of Grant through December 31, 2015, and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Grant or the Plan. 

 (b) The Option shall automatically terminate upon the happening of the first of the following events: 
 (i) If the Participant’s employment or service with the Employer terminates on account of death or Total Disability, the expiration
of the one year period following the date of the Participant’s termination of employment or service on account of death or Total Disability. 
 (ii) If the Participant’s employment or service with the Employer terminates on account of Normal Retirement (as defined below), the expiration of the one year period following the date of the Participant’s
termination of employment or service on account of Normal Retirement. For purposes of this Grant, the term “Normal Retirement” shall mean, at the time of the Participant’s termination of employment or service with the Employer,
that the Participant has attained both (A) at least age 55, and (B) total years of employment and service with the Employer equals or exceeds 10. 
  

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 (iii) If the Participant’s employment or service with the Employer terminates for
any reason other than on account of Cause (as defined below), Normal Retirement, death or Total Disability, the expiration of the ninety (90) day period following the date of the Participant’s termination of employment or service for any
reason other than on account of termination for Cause, death, Total Disability or Normal Retirement. 
 (iv) The date on which
the Participant ceases to be employed by, or provide service to, the Employer for Cause. In addition, notwithstanding the prior provisions of this Paragraph 3, if the Participant engages in conduct that constitutes Cause after the Participant’s
employment or service terminates, the Option shall immediately terminate. For purposes of this Grant, the term “Cause” shall mean a finding by the Committee that the Participant (A) has breached his or her employment or service
contract with the Employer, if any; (B) has engaged in disloyalty to the Employer, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty; (C) has disclosed trade secrets or confidential
information of the Employer to persons not entitled to receive such information; (D) has breached any written noncompetition or nonsolicitation agreement between the Participant and the Employer; or (E) has engaged in such other behavior
detrimental to the interests of the Employer as the Committee determines. 
 Notwithstanding the foregoing, in no event may the Option be exercised after
December 31, 2015. Any portion of the Option that is not exercisable at the time the Participant ceases to be employed by, or provide service to, the Employer shall immediately terminate. 
 4. Exercise Procedures. 
 (a) Subject to the
provisions of Paragraphs 2 and 3 above, the Participant may exercise part or all of the exercisable portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this Grant, specifying the number of
shares of Company Stock as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on the type of payment being
made but, in any event, prior to issuance of the shares of Company Stock. The Participant shall pay the exercise price (i) in cash; (ii) with the approval of the Committee, by delivering shares of Company Stock, which shall be valued at
their fair market value on the date of delivery, or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a fair market value on the date of exercise equal to the exercise price; (iii) by payment
through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to
time such limitations as it deems appropriate on the use of shares of Company Stock to exercise the Option. 
 (b) The obligation of the
Company to deliver shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions
as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Participant (or other person exercising the 

  

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Option after the Participant’s death) represent that the Participant is purchasing the shares of Company Stock for the Participant’s own account
and not with a view to or for sale in connection with any distribution of the shares of Company Stock, or such other representation as the Committee deems appropriate. 
 (c) All obligations of the Company under this Grant shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. 
 5. Change of Control. Except as set forth in Paragraph 2(c) of this Grant, the provisions of the Plan applicable to a Change of Control shall apply to the Option,
and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. 
 6. Restrictions on
Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the Participant may exercise the Option during the Participant’s lifetime and, after the Participant’s death, the Option shall be exercisable (subject to
the limitations specified in the Plan) solely by the legal representatives of the Participant, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is
exercisable pursuant to this Agreement. 
 7. Grant Subject to Plan Provisions. This Grant is made pursuant to the Plan, the terms of which is
incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to
time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of
the shares of Company Stock, (iii) changes in capitalization of the Company, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and
its decisions shall be conclusive as to any questions arising hereunder. By accepting this Grant, the Participant agrees to be bound by the terms of the Plan and the Grant and that all decisions and determinations of the Committee with respect to
the Grant shall be final and binding on the Participant and the Participant’s beneficiaries. 
 8. Restrictions on Sale or Transfer of Shares.

 (a) The Participant agrees that he or she shall not sell, transfer, pledge, donate, assign, mortgage, hypothecate or otherwise encumber the
shares of Company Stock underlying the Option unless the shares of Company Stock are registered under the Securities Act of 1933, as amended (the “Securities Act”) or the Company is given an opinion of counsel reasonably acceptable
to the Company that such registration is not required under the Securities Act. 
 (b) As a condition to receive any shares of Company Stock
upon the exercise of the Option, the Participant agrees to be bound by the Company’s policies regarding the limitations on the transfer of such shares, and understands that there may be certain times during the year that the Participant will be
prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares. 
  

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 9. No Employment or Other Rights. This Grant shall not confer upon the Participant any right to be retained by or
in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Participant’s employment or service at any time. The right of the Employer to terminate at will the Participant’s
employment or service at any time for any reason is specifically reserved. 
 10. No Stockholder Rights. Neither the Participant, nor any person
entitled to exercise the Participant’s rights in the event of the Participant’s death, shall have any of the rights and privileges of a stockholder with respect to the shares of Company Stock subject to the Option, until certificates for
shares of Company Stock have been issued upon the exercise of the Option. 
 11. Assignment and Transfers. Except as the Committee may otherwise
permit pursuant to the Plan, the rights and interests of the Participant under this Grant may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and
distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Grant, or in the event of the levy or any attachment,
execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Participant, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections
of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent. 
 12. Effect on Other Benefits. The value of shares of Company Stock received upon exercise of the Option shall not be considered eligible earnings for purposes of
any other plans maintained by the Company or the Employer. Neither shall such value be considered part of the Participant’s compensation for purposes of determining or calculating other benefits that are based on compensation, such as life
insurance. 
 13. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 
 14. Notice. Any notice to the
Company provided for in this instrument shall be addressed to the Company in care of the General Counsel at the Company’s corporate headquarters, and any notice to the Participant shall be addressed to such Participant at the current address
shown on the payroll records of the Employer, or to such other address as the Participant may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated
above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 
 [SIGNATURE
PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Grant, effective
as of the Date of Grant. 
  

			
	AMERICAN WATER WORKS COMPANY, INC.
		
	By:	 	
		
		 	
		
	Its:	 	

  

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