Exhibit 10.2
FORM FOR NON-EMPLOYEE
DIRECTORS
2009 GRANT
AMERICAN WATER WORKS COMPANY,
INC.
2007 OMNIBUS EQUITY COMPENSATION
PLAN
STOCK UNIT GRANT
This STOCK UNIT GRANT, dated as of
(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 determined to grant each non-employee member
of the Board of Directors of the Company (the “ Board
”) who is a non-employee director of the Company immediately
following the Company’s 2009 Annual Stockholder meeting a
stock unit grant that will be converted to shares of common stock
of the Company, par value $0.01 per share, (the “ Company
Stock ”) at a later date;
WHEREAS, the Participant is a
non-employee director on the Board; and
WHEREAS, the Committee has
determined that the stock unit grant granted to the Participant
shall be issued under the American Water Works Company, Inc. 2007
Omnibus Equity Compensation Plan (the “ Plan ”)
and the terms and conditions of such stock unit 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 Stock Units .
Subject to the terms and conditions set forth in this Grant and the
Plan, the Company hereby grants to the Participant
units (the “ Stock Units ”). Each Stock Unit
shall be a phantom right and shall be equivalent to one share of
Company Stock on the applicable distribution date, as described in
Paragraph 4 below.
2. Stock Unit Account . The
Company shall establish and maintain a Stock Unit account as a
bookkeeping account on its records (the “ Stock Unit
Account ”) for the Participant and shall record in such
Stock Unit Account the number of Stock Units granted to the
Participant. The Participant shall not have any interest in any
fund or specific assets of the Company by reason of this grant or
the Stock Unit Account established for the Participant.
3. Vesting . The Participant shall be
fully vested in the Stock Units credited to the Participant’s
Stock Unit Account pursuant to this Grant on the Date of
Grant.
4. Distribution . Unless an
election is made pursuant to Paragraph 5 below, the Stock Units
shall be converted to shares of Company Stock and distributed by
the Company within thirty (30) days following the earlier of
(i) August 12, 2010 (the “ Specified Date
”) (or, if applicable, the Deferred Date, as defined in
Paragraph 5 below), (ii) the Participant’s separation
from service (within the meaning of section 409A of the Internal
Revenue Code of 1986, as amended (the “ Code ”))
with the Company (the “ Separation from Service Date
”), or (iii) the date of a Change of Control (as defined
below) (the “ Change of Control Date ”). At the
time of distribution, all Stock Units shall be converted to an
equivalent number of shares of Company Stock, and the Participant
shall receive a single sum distribution of such shares of Company
Stock, which shall be issued under the Plan. For purposes of this
Grant, the term “Change of Control” shall mean as such
term is defined in the Plan, except that a Change of Control shall
not be deemed to have occurred for purposes of this Grant unless
the event constituting the Change of Control constitutes a change
in ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company,
within the meaning of section 409A of the Code and its
corresponding regulations
5. Deferrals . The
Participant may make an irrevocable election to defer the Specified
Date (or further defer the Deferred Date (as defined below), if
applicable) of all of the Stock Units, plus dividend equivalents
earned on such Stock Units as described in Paragraph 6 below, to a
later date, provided that (i) the election shall not take
effect until at least twelve (12) months after the date on
which the election is made, (ii) the deferred Specified Date
cannot be earlier than five (5) years from the original
Specified Date under Paragraph 4 (or five (5) years from the
applicable Deferred Date, if a subsequent deferral of a Deferred
Date is being made), and (iii) the election must be made no
less than twelve (12) months prior to the date of the
Specified Date (or twelve (12) months prior to the previously
applicable Deferred Date, if a subsequent deferral of a Deferred
Date is being made). To defer the Specified Date, the Participant
must elect to defer 100% of the Stock Units, including
corresponding dividend equivalents, granted to the Participant
under this Grant and complete the deferral election form provided
to the Participant by the Committee, in the form attached hereto as
Exhibit A or as may subsequently modified in the discretion of
the Committee. If the Participant desires to make a further
deferral, the Participant must make such election on a separate
form provided by the Committee for such purpose. Any such election
shall be made in accordance with section 409A of the Code and any
corresponding guidance and regulations issued under section 409A of
the Code. Notwithstanding a Participant’s election pursuant
to this Paragraph, if the Separation from Service Date or Change of
Control Date occurs prior to the Deferred Date, the distribution of
the Participant’s Stock Units, plus corresponding dividend
equivalents, will be the occurrence of the Separation from Service
Date or Change of Control Date, whichever is earlier. If a
Specified Date is delayed one or more times pursuant to this
Paragraph 6, the new Specified Date shall be referred to as the
“Deferred Date.”
6. Dividend Equivalents .
Until the earlier of the Specified Date (or the Deferred Date, if
elected), Separation from Service Date or Change of Control Date,
if any dividends are declared with respect to the shares of Company
Stock, the Company shall credit to a dividend equivalent account
(the “ Dividend Equivalent Account ”) the value
of the dividends that would have been
2
distributed if the Stock Units credited to the
Participant’s Stock Unit Account at the time of the
declaration of the dividend were shares of Company Stock. At the
same time that the Stock Units are converted to shares of Company
Stock and distributed to the Participant, the Company shall pay to
the Participant a lump sum cash payment equal to the value of the
dividends credited to the Participant’s Dividend Equivalent
Account. No interest shall accrue on any dividend equivalents
credited to the Participant’s Dividend Equivalent
Account.
7. Change of Control . Except
as set forth above, the provisions set forth in the Plan applicable
to a Change of Control (as defined in the Plan) shall apply to the
Stock Units, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to
the Plan and is consistent with the requirements of section 409A of
the Code.
8. Acknowledgment by
Participant . By accepting this Grant, the Participant
acknowledges that with respect to any right to distribution
pursuant to this Grant, the Participant is and shall be an
unsecured general creditor of the Company without any preference as
against other unsecured general creditors of the Company, and the
Participant hereby covenants for himself or herself, and anyone at
any time claiming through or under the Participant not to claim any
such preference, and hereby disclaims and waives any such
preference which may at any time be at issue, to the fullest extent
permitted by applicable law. The Participant also hereby agrees to
be bound by the terms and conditions of the Plan and this Grant.
The Participant further agrees to be bound by the determinations
and decisions of the Committee with respect to this Grant and the
Plan and the Participant’s rights to benefits under this
Grant and the Plan, and agrees that all such determinations and
decisions of the Committee shall be binding on the Participant, his
or her beneficiaries and any other person having or c
