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Exhibit 10.2
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made as of
November, 8, 2004 by and between American States Water Company, a
California corporation ("Company"), and ("Indemnitee").
R E C I T A L S
A.
The Indemnitee is currently serving as a director of the Company
and Southern California Water Company, a California corporation,
American States Utility Services, Inc., a California corporation,
Chaparral City Water Company, an Arizona corporation, Fort Bliss
Water Services Company, a Texas corporation, and California Cities
Water Company. Inc., a California corporation, each a wholly-owned
subsidiary of the Company, and in such capacities has rendered
valuable services to the Company.
B.
The Company has investigated the availability and sufficiency of
liability insurance and California statutory indemnification
provisions to provide the directors and officers of the Company and
the directors and officers of its wholly owned subsidiaries with
adequate protection against various legal risks and potential
liabilities to which such individuals are subject due to their
positions with the Company and/or its wholly owned subsidiaries and
has concluded that such insurance and statutory provisions may
provide inadequate and unacceptable protection to certain
individuals requested to serve as directors and/or officers of the
Company and/or its wholly owned subsidiaries.
C.
In order to induce and encourage highly experienced and capable
persons such as the Indemnitee to continue to serve as a director
of the Company and each of its wholly owned subsidiaries, the Board
of Directors has determined, after due consideration and
investigation of the terms and provisions of this Agreement and the
various other options available to the Company and the Indemnitee
in lieu hereof, that this Agreement is not only reasonable and
prudent but necessary to promote and ensure the best interests of
the Company and its shareholders.
AGREEMENT
NOW, THEREFORE , in consideration of the continued services of
the Indemnitee and in order to induce the Indemnitee to continue to
serve as a director of the Company and Southern California Water
Company, a California corporation, American States Utility
Services, Inc., a California corporation, Chaparral City Water
Company, an Arizona corporation, Fort Bliss Water Services Company,
a Texas corporation, and California Cities Water Company. Inc., a
California corporation,, the Company and the Indemnitee do hereby
agree as follows:
1.
Definitions . As used in this Agreement:
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(a)
The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, formal or informal, whether
brought in the name of the Company or one of its wholly owned
subsidiaries or otherwise and whether of a civil,
criminal or administrative or investigative
nature, against the Indemnitee by reason of the fact that the
Indemnitee is or was a director and/or officer of the Company, or
is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including, without
limitation, any subsidiary or affiliated company, whether or not
the Indemnitee is serving in such capacity at the time any
liability or Expense is incurred for which indemnification or
reimbursement is to be provided under this Agreement.
(b)
The term "change of control" includes any change in the ownership
of a majority of the outstanding voting securities of the Company
or in the composition of a majority of the members of the board of
directors of the Company.
(c)
The term "Expenses" includes, without limitation, attorneys’
fees, disbursements and retainers, accounting and witness fees,
travel and deposition costs, expenses of investigations, judicial
or administrative proceedings and appeals, amounts paid in
settlement by or on behalf of Indemnitee, and any expenses of
establishing a right to indemnification, pursuant to this Agreement
or otherwise, including reasonable compensation for time spent by
the Indemnitee in connection with the investigation, defense or
appeal of a Proceeding or action for indemnification for which the
Indemnitee is not otherwise compensated by the Company or any third
party. The term "Expenses" does not include the amount of
judgments, fines, penalties or ERISA excise taxes actually levied
against the Indemnitee.
(d)
The term "fines" shall include any excise taxes assessed on
Indemnitee with respect to any employee benefit plan.
(e)
The term "serving at the request of the Company" includes any
service, at the request or with the express or implied
authorization of the Company, as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, which service imposes duties on, or involves
services by, Indemnitee with respect to such corporation,
partnership, joint venture, trust or other enterprise, its
participants or beneficiaries. If Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of such other enterprise, its
participants or beneficiaries, Indemnitee shall be deemed to have
acted in a manner not opposed to the best interests of the
Company.
2.
Agreement to Serve . In reliance on this
Agreement, the Indemnitee agrees to continue to serve as a director
and/or officer of the Company and/or one or more its wholly owned
subsidiaries for so long as the Indemnitee is duly elected or
appointed or until such time as the Indemnitee tenders the
Indemnitee’s resignation in writing or is removed from all
positions as a director and/or officer of the Company and/or its
wholly owned subsidiaries.
3.
Indemnification in Third Party Actions . The
Company shall indemnify the Indemnitee if the Indemnitee is a party
to or threatened to be made a party to or is otherwise involved in
any Proceeding (other than a Proceeding by or in the name of the
Company to procure a judgment in its favor), by reason of the fact
that the Indemnitee is or was a director
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and/or officer of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, including, without limitation,
any subsidiary or affiliated company, against all Expenses,
judgments, fines, penalties and ERISA excise taxes actually and
reasonably incurred by the Indemnitee in connection with the
defense or settlement of such a Proceeding, to the fullest extent
permitted by California law and the Company’s Articles of
Incorporation and Bylaws; provided that any settlement of a
Proceeding be approved in writing by the Company.
4.
Indemnification in Proceedings By or In the Name of the
Company . The Company shall indemnify the Indemnitee
if the Indemnitee is a party to or threatened to be made a party to
or is otherwise involved in any Proceeding by or in the name of the
Company to procure a judgment in its favor by reason of the fact
that the Indemnitee was or is a director and/or officer of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all
Expenses, judgments, fines, penalties and ERISA excise taxes
actually and reasonably incurred by the Indemnitee in connection
with the defense or settlement of such a Proceeding, to the fullest
extent permitted by applicable law and the Company’s Articles
of Incorporation and Bylaws.
5.
Conclusive Presumption Regarding Standards of Conduct
. The Indemnitee shall be conclusively presumed to have met
the relevant standards of conduct, if any, as defined by California
law, for indemnification pursuant to this Agreement, unless a
determination is made that the Indemnitee has not met such
standards (i) by the Board of Directors by a majority vote of a
quorum thereof consisting of directors who were not parties to the
Proceeding for which a claim is made under this Agreement, (ii) by
the shareholders of the Company by majority vote of a quorum
thereof consisting of shareholders who are not parties to the
Proceeding due to which a claim is made under this Agreement, (iii)
in a written opinion by independent counsel, the selection of whom
has been approved by the Indemnitee in writing, or (iv) by a court
of competent jurisdiction.
6.
Indemnification of Expenses of Successful Party
. Notwithstanding any other provision of this Agreement, to
the extent that the Indemnitee has been successful in defense of
any Proceeding or in defense of any claim, issue or matter therein,
on the merits or otherwise, incl
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