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AWR > SEC Filings for AWR > Form 8-K on 31-Jan-2014All Recent SEC Filings

Show all filings for AMERICAN STATES WATER CO | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN STATES WATER CO


31-Jan-2014

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2014, upon recommendation of the Compensation Committee, the independent members of the Board of Directors, approved base salaries for 2014 for Robert J. Sprowls, President and Chief Executive Officer of American States Water Company and its subsidiaries, Denise L. Kruger, Senior Vice President-Regulated Utilities for Golden State Water Company ("GSWC"), Eva G. Tang, Senior Vice President-Finance, Chief Financial Officer and Corporate Secretary of American States Water Company and its subsidiaries and Treasurer of American States Water Company, McClellan Harris III, Senior Vice President and Assistant Secretary of American States Utility Services, Inc. ("ASUS"), and Patrick R. Scanlon, Vice President - Water Operations of GSWC of $650,000, $379,600, $369,800, $365,900 and $289,900, respectively.

On the same day, the Compensation Committee of the Board of Directors also approved an award of time-vested restricted stock units and performance awards in the form of restricted stock units to the same executive officers. The executive officers were awarded time-vested restricted stock units in the amount of 5,336, 2,668, 1,957, 1,565 and 2,152 for Mr. Sprowls, Ms. Kruger, Ms. Tang, Mr. Harris and Mr. Scanlon, respectively. These awards vest and restrictions lapse on the first, second and third anniversaries of the grant date in the percentages of 33%, 33% and 34%, respectively. Under the terms of each restricted stock unit grant, each officer will be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company's common shares.

The target amount of the performance award granted to Mr. Sprowls is 16,009 restricted stock units. The target amount of the performance award granted to each of Ms. Kruger and Ms. Tang is 1,956 restricted stock units. The target amount of the performance awards granted to Mr. Harris and Mr. Scanlon are 2,348 and 1,530 restricted stock units, respectively. These awards vest on December 31, 2014, 2015 and 2016 in the percentages of 33%, 33% and 34%, respectively, subject to certification by the Compensation Committee that the applicable performance criteria have been satisfied at the end of the earlier of
(i) a three-year performance period, (ii) the death or disability of the executive, or (iii) a change in control of the Company. Each executive officer will be entitled to receive common shares equal to the amount of restricted stock units earned at the end of the performance period. Each of the executive officers will also be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company's common shares to the extent that the underlying restricted stock units are earned.

The total shareholder return, aggregate GSWC operating expense level and ASUS cumulative net earnings criteria set forth in the form of performance award agreement attached as Exhibit 10.1 apply to the performance awards granted to Mr. Sprowls and Ms. Tang. The total shareholder return and aggregate GSWC operating expense level criteria apply to the performance awards granted to Ms. Kruger and Mr. Scanlon. The total shareholder return, ASUS cumulative net earnings and ASUS new base acquisition success rate criteria apply to Mr. Harris.




Item 9.01 Financial Statements and Exhibits.

The following document is filed as an Exhibit to this Report:

Exhibit 10.1 Form of 2014 Performance Award Agreement *


*Management contract or compensatory arrangement.

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