o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the exchange Act (17 CFR
14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
Exhibit
10.1
|
2009
Short-Term Incentive Program
|
Exhibit
10.2
|
Form
of Award Agreement for Awards under the 2009 Short-Term Incentive
Program
|
Exhibit
10.3
|
Policy
Regarding the Recoupment of Certain Performance-Based Compensation
Payments
|
Exhibit
10.4
|
Performance
Incentive Plan
|
Exhibit
10.5
|
Officer
Relocation Policy
|
AMERICAN
STATES WATER COMPANY
|
|
Date:
July 31, 2009
|
/s/
Eva G. Tang
|
Eva
G. Tang
Senior
Vice President-Finance, Chief Financial
Officer,
Corporate Secretary and Treasurer
GOLDEN
STATE WATER COMPANY
/s/
Eva G. Tang
|
|
Eva
G. Tang
Senior
Vice President-Finance, Chief Financial
Officer,
and Secretary
|
1.
|
Purpose
of 2009 Short-Term Incentive
Program
|
2.
|
Term
of 2009 STIP
|
3.
|
Relationship
to American States Water Company Performance Incentive
Plan
|
4.
|
Definitions
|
5.
|
Participation
and Individual Awards
|
Participant
|
Target
Aggregate
Bonus
|
|
GSWC
Officers
|
||
Administrative
and General
|
Robert
J. Sprowls
|
30%
|
Eva
G. Tang
|
20%
|
|
Gladys
M. Farrow
|
15%
|
|
Diane
D. Rentfrow
|
15%
|
|
Bryan
K. Switzer (Keith)
|
15%
|
|
Operations
|
Denise
L. Kruger
|
20%
|
Patrick
R. Scanlon
|
15%
|
|
William
C. Gedney
|
15%
|
|
Shengder
D. Chang (David)
|
15%
|
|
Roland
S. Tanner
|
15%
|
|
ASUS
Officers
|
||
McClellan
Harris III (Bud)
|
20%
|
|
Granville
R. Hodges, Jr. (Rusty)
|
15%
|
|
James
B. Gallagher
|
15%
|
|
Gregory
S. Thomas
|
15%
|
6.
|
Performance
Targets for Objective Bonuses
|
7
.
|
Determination
of Participants’ Aggregate Bonuses
|
8.
|
Payment
of Accounts
|
9.
|
Effect
of Termination of Employment
|
10.
|
Recoupment
of Bonuses
|
Performance
Measure
|
Performance
Targets
|
||
Threshold
|
Target
|
Maximum
|
|
Adjusted
EPS - AWR Consolidated
|
80%
Budget
|
100%
Budget
|
120%
Budget
|
Adjusted
EPS - Regulated Utilities
|
80%
Budget
|
100%
Budget
|
120%
Budget
|
Adjusted
EPS - ASUS
|
Adjusted
EPS > $0.00
|
100%
Budget
|
120%
Budget
|
Relative
Stock Price
|
Equal
to or greater than 3 companies
|
Equal
to or greater than 6 companies
|
Equal
to or greater than 9 companies
|
Customer
Complaints
|
782
or fewer
|
742
or fewer
|
703
or fewer
|
Capital
Expenditures
|
80%
Budget
|
100%
Budget
|
120%
Budget
|
SOX
-- RU
|
No
MW &
2 or
fewer SDs
|
No
MW &
1
SD
|
No
MW &
No
SD
|
SOX
-- ASUS
|
No
MW &
2 or
fewer SDs
|
No
MW &
1
SD
|
No
MW &
No
SD
|
Equitable
Adjustment
|
N/A
|
Completed
|
N/A
|
Price
Redetermination
|
N/A
|
Completed
|
N/A
|
Performance
Measure
|
Payout
Percentage
|
||
Threshold
|
Target
|
Maximum
|
|
Adjusted
EPS - AWR Consolidated
|
10%
|
20%
|
30%
|
Relative
Stock Price
|
5%
|
15%
|
20%
|
Adjusted
EPS - RU
|
7.5%
|
15%
|
22.5%
|
Customer
Complaints
|
2.5%
|
5%
|
7.5%
|
Capital
Expenditures
|
2.5%
|
5%
|
7.5%
|
SOX
- RU
|
2.5%
|
5%
|
7.5%
|
Adjusted
EPS-ASUS
|
2.5%
|
5%
|
7.5%
|
SOX
- ASUS
|
2.5%
|
5%
|
7.5%
|
Objective
Bonus Total
|
35%
|
75%
|
110%
|
Individual
Performance Measure
(Discretionary
Bonus)
|
15%
|
25%
|
40%
|
Aggregate
Bonus
|
50%
|
100%
|
150%
|
Performance
Measure
|
Payout
Percentage
|
||
Threshold
|
Target
|
Maximum
|
|
Adjusted
EPS - AWR Consolidated
|
10%
|
20%
|
30%
|
Relative
Stock Price
|
5%
|
10%
|
15%
|
Adjusted
EPS - RU
|
10%
|
20%
|
30%
|
Customer
Complaints
|
2.5%
|
5%
|
7.5%
|
Capital
Expenditures
|
2.5%
|
10%
|
12.5%
|
SOX
- RU
|
2.5%
|
5%
|
7.5%
|
Adjusted
EPS-ASUS
|
2.5%
|
5%
|
7.5%
|
Objective
Bonus Total
|
35%
|
75%
|
110%
|
Individual
Performance Measure
(Discretionary
Bonus)
|
15%
|
25%
|
40%
|
Aggregate
Bonus
|
50%
|
100%
|
150%
|
Performance
Measure
|
Payout
Percentage
|
||
Threshold
|
Target
|
Maximum
|
|
Adjusted
EPS - AWR Consolidated
|
10%
|
20%
|
30%
|
Relative
Stock Price
|
5%
|
10%
|
15%
|
Adjusted
EPS - RU
|
2.5%
|
5%
|
7.5%
|
Adjusted
EPS - ASUS
|
15%
|
20%
|
35%
|
Equitable
Adjustment
|
N/A
|
7.5%
|
7.5%
|
Price
Redetermination
|
N/A
|
7.5%
|
7.5%
|
SOX
- ASUS
|
2.5%
|
5%
|
7.5%
|
Objective
Bonus Total
|
35%
|
75%
|
110%
|
Individual
Performance Measure
(Discretionary
Bonus)
|
15%
|
25%
|
40%
|
Aggregate
Bonus
|
50%
|
100%
|
150%
|
Sincerely,
|
|
Robert
J. Sprowls
|
|
President
and Chief Executive Officer
|
|
Eligible
Group
|
Officers
|
Purpose
|
To
establish a policy for the reimbursement of eligible expenses incurred
when an Officer is permanently transferred from one location to another at
the Company's request.
|
Objective
|
To
provide financial relocation assistance to an Officer in order to maximize
the Officer’s performance and minimize inconvenience during the
relocation.
|
Scope
of Policy
|
This
policy applies to an Officer who is required to relocate because he/she is
being permanently transferred (for no less than 12 months) at the
Company's written request to an assigned work location within the Company
that is at least sixty (60) miles from the Officer’s current assigned work
location. No reimbursement will be allowed unless the Officer’s
new residence is at least forty (40) miles closer to the Officer’s new
assigned work location than the Officer’s prior residence is to the new
assigned work location.
Expenses
eligible for reimbursement are limited to those expenses set forth in the
“Covered Expenses” portion of this policy incurred by an Officer, spouse
or registered domestic partner of the Officer, or the Officer’s children
who currently reside with the Officer.
Nothing
in this policy should be construed as a contract for employment for any
period of time or as altering the at-will nature of the employment
relationship. The Company has the right to terminate Officers for any or
no reason at all, at any time.
|
Continued
on next page
|
Officer Relocation Policy , continued |
Reimbursement
to
the Company
|
Benefits
under this policy will cease if an Officer resigns his/her employment or
is terminated for misconduct and/or poor performance. In
addition, if an Officer resigns from his/her employment, or is terminated
for misconduct and/or poor performance within twenty-four (24) months of
having commenced work at the new assigned work location or other agreed
upon time in writing, the Officer will be required to reimburse the
Company for any reimbursements associated with the most recent move paid
for by the Company under this policy.
|
Policy
Administration
|
This
policy is administered by the Human Capital Management Department. The
Company will not be responsible for any action taken which is beyond the
scope of this policy.
|
General
Policy
|
An
Officer is eligible to have his/her relocation expenses reimbursed after
relocating to a new assigned job location that is at least sixty (60)
miles from the Officer’s current assigned work location. No
reimbursement will be allowed unless the Officer’s new residence is at
least forty (40) miles closer to the new assigned work location than the
Officer’s prior residence is to the new assigned work
location.
·
Relocated
Officers shall submit, in sufficient detail, documentation for all
expenses incurred to the Human Capital Management Department for approval
and reimbursement.
·
All
relocation-related expenses are required to be submitted separately from
other types of reimbursable business expenses and are to be clearly marked
"Relocation Expenses."
|
Continued
on next page
|
Officer Relocation Policy , continued |
General Policy
(continued)
|
·
Officers
to be relocated should be made fully aware of the contents of this policy.
Because the determination of whether an expense is covered by this policy
is at the discretion of the Company, a relocating officer is encouraged to
obtain clarification from the Administration Manager for Human Capital
Management of any expense for which the nature as a covered expense may be
questionable or is unusual in nature prior to incurring such
expense. Any questionable expenses should be resolved with the
Administration Manager for Human Capital Management before the expense is
incurred.
|
Approvals
|
All
requests for Officer relocation must be approved in writing by the direct
supervisor of the relocating Officer and the President and CEO prior to
actual relocation or commitment to the Officer. An Officer
Relocation Approval Form (see form at the end of this policy statement) is
required to be completed and approved. In addition, any exceptions to this
policy require the prior written approval of the President and
CEO.
|
Covered Expenses |
Overview
|
In
order to alleviate the financial burden an Officer may incur in relocating
at the Company’s direction, the Company will cover the
following reasonable costs subject to other limitations set forth
herein:
·
Realtor
Fees, Closing Costs, and Lease Termination Fees;
·
Moving
Expenses;
·
House-Hunting
Trips;
·
Temporary
Living Expenses; and
·
Tax
Gross-Up.
|
Moving
Expenses
|
An
Officer will be reimbursed for the following reasonable moving
expenses incurred:
·
packing
and unpacking household goods;
·
transportation
of goods, including up to two personal vehicles;
·
transportation
of the Officer, spouse or registered domestic partner (RDP) of the
Officer, and the Officer’s children or children of the RDP, who reside in
the current residence and will reside in the new residence;
·
connecting
appliances; and
·
transportation
of household pets.
The
above-listed moving expenses are reimbursable up to a limit of
$20,000. The Officer is required to receive two bids for
packing and unpacking household goods and transportation of
goods. The Officer must include the bids in his/her request for
reimbursement, and any reimbursement will be limited to the lower of the
two bids.
|
Continued
on next page
|
Covered Expenses, continued |
Ineligible
Expenses
|
No
reimbursement will be provided for the following expenses:
·
Moving
or shipment of items such as livestock, boats, shrubs, construction
materials, more than two vehicles, or similar items requiring special
handling;
·
Cleaning,
maintenance or repair of the Officer’s former or new
residence;
·
Removal
or installation of permanently fixed items such as lighting fixtures,
fencing, patios, fireplaces, or the like;
·
Assembly
or disassembly of swing sets, pool tables, waterbeds, outdoor fixtures,
appliances, or the like;
·
Purchase
of fixtures, appliances, equipment or materials for new
residence;
·
Tips
or gifts to moving company representatives;
·
Any
services performed by the Officer, the Officer’s dependents or
relatives; and
·
Any
refundable deposit.
|
House
Hunting
Trips
|
An
Officer will be reimbursed for expenses incurred by the Officer and the
Officer’s spouse/registered domestic partner for two house hunting trips
not to exceed six calendar days in total. House hunting trip
expenses eligible for reimbursement are limited to reasonable travel,
lodging, meals and rental vehicle expenses and are subject to the same
requirements and limitations set forth in the Travel Expense Reimbursement
Policy.
|
Temporary
Living
Expenses
|
An
Officer will be reimbursed for reasonable temporary housing expenses
incurred for up to 90 calendar days following the relocation while waiting
to move into a permanent residence. If the temporary housing
does not contain cooking facilities, reimbursement under this category may
include reasonable breakfast and dinner expenses. In no event
may reimbursement under this category exceed $3,000 per consecutive 30-day
period (prorated for periods less than 30 days).
|
Temporary
Storage
|
An
Officer will be reimbursed for temporary storage costs for up to 90
consecutive days after the day the Officer’s possessions are moved from
the former residence and before they are delivered to the new
home.
|
Continued
on next page
|
Covered Expenses, continued |
Tax
Gross Up
|
An
Officer may receive a payment to cover the tax liabilities incurred as a
result of reimbursement of eligible expenses under this policy which are
treated as taxable wages, including the tax reimbursement itself (“tax
gross- up”). A tax gross-up is intended to approximate the
reasonably estimated income and employment tax liabilities an Officer may
incur in connection with reimbursements under this policy and is not
intended to determine an actual amount by reference to an Officer’s actual
tax profile. As such, tax rates used in the estimate will be
based on an applicable marginal rate determined by reference to
employee-specific filing statuses, and only the Officer’s
employment-related data.
|
Market
Loss
|
The
Company will not reimburse any loss in market value associated with an
Officer’s disposition of property in connection with
relocating.
|
Limitations
|
Relocation
expenses eligible for reimbursement under this policy should be incurred
as soon as practicable after the date on which the Officer reports to work
at a new assigned work location. Relocation expenses incurred
after one year of such date are not reimbursable under this policy without
separate approval of the President and CEO.
Depending
upon the circumstances, all or a portion of the tax gross-up coverage
component of this policy may be restricted.
|
Continued
on next page
|
Example
|
Assume
an officer sells his/her residence and incurs the following
costs:
ü
realtor
fee of $40,000 (taxable)
ü
other
selling expenses of $2,000 (taxable)
ü
packing
and unpacking expenses of $3,000 (not taxable)
ü
transportation
of packed household goods of $12,000 (not taxable)
ü
air
fare to transport family of $2,000 (not taxable)
ü
expenses
associated with house-hunting trips of $2,500 (taxable)
ü
temporary
housing expenses of $5,000 (taxable)
ü
combined
federal/state/employment tax rate of 39%
Calculation
of reimbursement:
|
Total
expenses reimbursed that are taxable - $43,500
·
realtor
fee of $40,000 + other selling expense of $2,000 – total limited to
$36,000
·
expenses
associated with house-hunting trips - $2,500
·
temporary
housing expenses - $5,000
Total
taxable expenses reimbursed including tax gross up - $71,311
Total
expenses reimbursed that are not taxable - $17,000
Total
reimbursement - $88,311
|
|
Reimbursement
Obligation:
|
Before
any reimbursement is made under this policy, an Officer will be required
to agree in writing that the Officer will reimburse the Company for
any relocation expenses paid if he/she should voluntarily leave the
employment of the Company or is terminated for misconduct and/or poor
performance, within twenty four months of relocating.
|
Employee
#
|
||||||||||
Relocation
of
Assigned
Work
Location
- From:
|
To:
|
|||||||||
Relocation
of
Residence
-
From:
|
To:
|
|||||||||
Approximate
dates of Relocation
|
||||||||||
Is
this
move
budgeted?
|
Yes
|
No
|
||||||||
Approvals
|
||||||||||
Senior
Vice
President
|
||||||||||
President
&
CEO
|
Relocation
Expense Estimate
|
||||
Column
A
|
Column
B
|
Column
C
|
Column
D
|
|
A
|
Estimated
market value of present home
|
|||
B
|
Realtor’s
commission percentage in area
|
|||
C
|
Estimated realtor’s
fee (A times B)
|
|||
D
|
Closing
costs on sale of present home
|
|||
E
|
Realtor’s
fee plus closing costs (C plus D)
|
|||
F
|
If E
exceeds $36,000 then use $36,000, otherwise include amount from line
E
|
|||
G
|
House
hunting trips
|
|||
H
|
Other
taxable expenses
|
|||
I
|
Total
taxable expenses (F plus G plus H)
|
|||
J
|
Tax
rate for employment and income taxes (contact Tax
Director)
|
|||
K
|
Total
amount of reimbursement for taxable expenses including: gross up (I
divided by)1-J)) (Note: Place in Column D)
|
|||
L
|
Packing
Expenses
|
|||
M
|
Transportation
of goods to new location
|
|||
N
|
Transportation
of Officer, Officer’s spouse or registered domestic partner, or Officer’s
children that currently reside with Officer, to new
location
|
|||
O
|
Connecting
appliances
|
|||
P
|
Other
Moving Expenses
|
|||
Q
|
Total
Moving Expenses (L+M+N+O+Q)
|
|||
R
|
Is
the amount on line Q greater than $20,000? If so, use $20,000,
otherwise use the amount on line Q. Enter appropriate amount in
Column D
|
|||
S
|
Total
estimated reimbursement (add amount on Line K, Column D, to amount on Line
R, Column D)
|