PERFORMANCE AWARD AGREEMENT
(Under the Connecticut Water Service, Inc.
2004 Performance Stock Program)
THIS AGREEMENT,
made and entered into as of the 11 th day of January, 2006 (the “Grant
Date”) by and between CONNECTICUT WATER SERVICE, INC., a
Connecticut corporation, (the “Company”), and
(“Participant”).
WHEREAS, the
Company has determined that the Participant is an Eligible Person
under the Company’s 2004 Performance Stock Program (the
“Plan”); and
WHEREAS, the
Committee wishes to grant to the Participant a Performance Share or
Cash Unit Award, as hereinafter described (the
“Award”);
NOW, THEREFORE, in
consideration of the premises, and of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as
follows:
1.
Capitalized Terms . All capitalized terms not defined herein
shall have the meaning ascribed to them in the Plan.
(a) Subject
to the terms and conditions of the Plan and this Agreement, the
Company hereby awards to the Participant an Award which shall
entitle the Participant to payment of a bonus based upon the
achievement of Performance Goals established by the Committee, a
bonus computation formula and other factors set forth in
Exhibit A to this Agreement which is incorporated
herein by reference. The Award shall be subject to forfeiture as
described in Section 5 of this Agreement.
(b) In
order for the Participant to be eligible to receive the bonus which
the Participant may otherwise earn pursuant to the Award, the
Participant must execute and deliver a copy of this Agreement and a
copy of Exhibit A to the Company within ten
(10) business days of the date on which the Participant has
received this Agreement. In the event that this Agreement is
executed by the Company and the Participant prior to the completion
of Exhibit A , the Company and the Participant shall
complete Exhibit A within a reasonable time. The
Participant shall not be entitled to any bonus under this Agreement
except in accordance with the achievement of the Performance Goals
and other factors with respect to such bonus set forth on
Exhibit A to this Agreement. For purposes of this
Agreement, “Performance Goals” may include absolute or
relative growth in earnings per share, rate of return on
stockholders’ equity, earnings per share, total stockholder
return relative to peers, water quality, customer satisfaction,
customer growth or other measurement of the Company’s
performance.
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(c) At
the completion of the applicable Award Period (or as promptly as
practicable thereafter), the Committee shall determine the extent
to which such Performance Goals have been achieved, and shall
calculate the amount of Performance Share or Cash Units earned with
respect to Participant’s Award hereunder. The amount of the
Award hereunder shall become earned or forfeited, as the case may
be, as of the date of such determination.
(d) Notwithstanding
the acceptance of Exhibit A by the Company and the
Participant, as evidenced by their execution and attachment hereto
of a copy thereof, the Performance Goals applicable to the Award
may be adjusted as the Committee deems necessary or appropriate in
the manner permitted by and subject to the Plan.
(a) Unless
the Participant executes the Deferral Election Form attached as
Exhibit B hereto, the Award shall be paid in Performance Cash
Units. By executing the Deferral Election Form attached as
Exhibit B, the Participant consents to payment of the Award in
Performance Share Units, which shall be credited to the
Participant&
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