Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 28, 2020, the independent members of the Board of Directors approved,
upon recommendation of the Compensation Committee, base salaries for 2020 for
Robert J. Sprowls, President and Chief Executive Officer of American States
Water Company and its subsidiaries, 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, and
Denise L. Kruger, Senior Vice President-Regulated Utilities for Golden State
Water Company of $830,000, $480,500 and $478,200, respectively.
On January 28, 2020, 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 3,473 restricted stock units for Mr. Sprowls, and 723 restricted stock units
to each Ms. Tang and Ms. Kruger, effective January 28, 2020. 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, or earlier on (i) the
date of death, disability or retirement of the executive, or (ii) the date on
which the executive's employment is terminated by the Company without cause or
the executive terminates his or her employment for good reason, if within
twenty-four months after the occurrence of a change in control event. 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 awards to Mr. Sprowls, Ms. Tang and Ms.
Kruger is 10,418, 724 and 724, respectively. These awards vest and restrictions
lapse on December 31, 2020, 2021 and 2022 in the percentages of 33%, 33% and
34%, respectively, or earlier on (i) the date of death, disability or retirement
of the executive, or (ii) the date on which the executive's employment is
terminated by the Company without cause or the executive terminates his or her
employment for good reason, if within twenty-four months after the occurrence of
a change in control event, subject, in each case, to certification by the
Compensation Committee that the applicable performance criteria have been
satisfied. 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.
Each of the performance criteria set forth in the form of performance award
agreement attached as Exhibit 10.1 apply to the performance award granted to
Mr. Sprowls and Ms. Tang, except the American States Utility Services, Inc.
("ASUS") new base acquisition success rate performance criteria. The total
shareholder return and Golden State Water Company operating expense level
criteria apply to the performance award granted to Ms. Kruger.
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Item 9.01. Financial Statements and Exhibits
The following exhibit is furnished hereunder:
Exhibit 10.1 Form of 2020 Performance Award Agreement*
Exhibit 101 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL
________________________
*Management contract or compensatory arrangement
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AMERICAN STATES WATER COMPANY 
