Attached files
file | filename |
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10-Q - FORM 10-Q - Essential Utilities, Inc. | c16600e10vq.htm |
EX-32.2 - EXHIBIT 32.2 - Essential Utilities, Inc. | c16600exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - Essential Utilities, Inc. | c16600exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - Essential Utilities, Inc. | c16600exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - Essential Utilities, Inc. | c16600exv31w1.htm |
EX-10.52 - EXHIBIT 10.52 - Essential Utilities, Inc. | c16600exv10w52.htm |
EX-10.55 - EXHIBIT 10.55 - Essential Utilities, Inc. | c16600exv10w55.htm |
EX-10.54 - EXHIBIT 10.54 - Essential Utilities, Inc. | c16600exv10w54.htm |
EX-10.53 - EXHIBIT 10.53 - Essential Utilities, Inc. | c16600exv10w53.htm |
EXCEL - IDEA: XBRL DOCUMENT - Essential Utilities, Inc. | Financial_Report.xls |
Exhibit 10.56
RESTRICTED STOCK UNIT GRANT
, 2011
Dear:
Pursuant to the terms and conditions of the Aqua America Inc. 2009 Omnibus Equity Compensation
Plan, as amended and restated (the Plan), you have been granted restricted stock units as
outlined below and in the attached Restricted Stock Unit Grant Terms and Conditions.
Granted To:
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Grant Date:
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, 2011 | |
Number of Restricted
Stock Units Granted:
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Vesting Date:
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, 2014 | |
Vesting Schedule:
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100% on / /2014 |
By my signature below, I hereby acknowledge and accept the award of this Restricted Stock Unit
Grant and the Restricted Stock Unit Grant Terms and Conditions attached hereto and incorporated
herein, and I agree to be bound by the terms of the Restricted Stock Unit Grant, the Restricted
Stock Unit Grant Terms and Conditions and the Plan. I hereby agree that all decisions and
determinations of the Committee (as defined in the Plan) with respect to the restricted stock units
shall be final and binding.
Signature:
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Date: | |||||
AQUA AMERICA, INC.
2009 EQUITY OMNIBUS COMPENSATION PLAN
2009 EQUITY OMNIBUS COMPENSATION PLAN
RESTRICTED STOCK UNIT GRANT
TERMS AND CONDITIONS
TERMS AND CONDITIONS
1. Grant of Restricted Units.
These Restricted Stock Unit Grant Terms and Conditions (the Grant Conditions) shall apply
and be part of the grant made by Aqua America, Inc., a Pennsylvania corporation (the Company), to
the Grantee named in the Restricted Stock Unit Grant (the Restricted Stock Unit Grant) to which
these Grant Conditions are attached (the Grantee), under the terms and provisions of the Aqua
America, Inc. 2009 Equity Omnibus Compensation Plan, as amended and restated (the Plan). The
applicable provisions of the Plan are incorporated into these Grant Conditions by reference,
including the definitions of terms contained in the Plan (unless such terms are otherwise defined
herein). The Grantee is an employee of the Company, its subsidiaries or its Affiliates
(collectively, the Employer).
Subject to the terms and vesting conditions hereinafter set forth, the Company, with the
approval and at the direction of the Executive Compensation Committee (the Committee) of the
Companys Board of Directors (the Board), has granted to the Grantee the number of restricted
stock units specified in the Restricted Stock Unit Grant (the Restricted Units). The Restricted
Units shall become vested as set forth in these Grant Conditions. The Restricted Units are granted
with Dividend Equivalents (as defined in Section 8).
2. Restricted Unit Account.
Restricted Units represent hypothetical shares of common stock of the Company (Company
Stock), and not actual shares of Company Stock. The Company shall establish and maintain a
Restricted Unit account, as a bookkeeping account on its records, for the Grantee and shall record
in such account the number of Restricted Units granted to the Grantee. No shares of Company Stock
shall be issued to the Grantee at the time the grant is made, and the Grantee shall not be, nor
have any of the rights or privileges of, a shareholder of the Company with respect to any
Restricted Units recorded in the account, including no voting rights and no rights to receive
dividends (other than Dividend Equivalents). The Grantee shall not have any interest in any fund
or specific assets of the Company by reason of this award or the Restricted Unit account
established for the Grantee.
3. Vesting.
(a) Except as otherwise set forth in these Grant Conditions, the Grantee shall vest in the
Restricted Units on the Vesting Dates specified in the Restricted Stock Unit Grant (the Vesting
Date), provided that the Grantee continues to be employed by the Employer through the Vesting
Date.
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(b) Except as described in Section 3 below, the Grantee must continue to be employed by the
Employer on the Vesting Date in order for the Grantee to vest and receive payment with respect to
Restricted Units.
4. Termination of Employment on Account of Retirement, Death, or Disability.
(a) Except as described below, if the Grantee ceases to be employed by the Employer prior to
the Vesting Date, the Restricted Units shall be forfeited as of the termination date.
(b) If the Grantee ceases to be employed by the Employer prior to the Vesting Date on account
of the Grantees Retirement (defined below), the Grantee shall earn a pro-rata portion of the
unvested Restricted Units. The pro-rated portion shall be determined based the number of unvested
Restricted Units, multiplied by a fraction, the numerator of which is the number of completed full
months following the Grant Date and prior to the Retirement Date in which the Grantee was employed
by the Employer and the denominator of which is thirty-six (36). Shares of Company Stock equal to
the pro-rata portion of the Restricted Units shall be issued to the Grantee within sixty (60) days
following the Grantees Retirement date, subject to applicable tax withholding and subject to
Section 18 below.
(c) If the Grantee ceases to be employed by the Employer prior to the Vesting Date on account
of the Grantees death or Disability, the Grantees Restricted Units shall fully vest and shares of
Company Stock equal to the vested Restricted Units shall be issued to the Grantee within sixty (60)
days after the Grantees date of termination, subject to applicable tax withholding and subject to
Section 18 below.
5. Change in Control.
(a) Except as described below, if a Change in Control occurs prior to the Vesting Date, the
Grantees Restricted Units shall remain outstanding and shall vest on the Vesting Date if the
Grantee continues to be employed by the Employer through the Vesting Date. Shares of Company Stock
(or other consideration, as described below) equal to the vested Restricted Units shall be issued
to the Grantee on the Vesting Date, subject to applicable tax withholding and Section 18 below.
(b) If the Grantee ceases to be employed by the Employer upon or following a Change in Control
on account of (i) the Grantees Retirement, (ii) termination by the Employer without Cause, (iii)
termination by the Grantee for Good Reason (defined below), or (iv) the Grantees Disability or
death, the Grantees outstanding unvested Restricted Units shall fully vest. Shares of Company
Stock (or such other consideration, as described below) equal to the Grantees vested Restricted
Units shall be issued to the Grantee within sixty (60) days after the Grantees date of
termination, subject to applicable tax withholding and Section 18 below.
(c) If the Grantee terminates employment for any other reason prior to the Vesting Date, the
Restricted Units shall be forfeited as of the date of termination.
(d) If, in connection with the Change in Control, shares of Company Stock are converted into
the right to receive a cash payment or other form of consideration, the vested Restricted Units
shall be payable in such form of consideration, as determined by the Committee.
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6. Definitions.
(a) For purposes of these Grant Conditions, Good Reason shall have the meaning given that
term in the Grantees existing Change in Control Agreement with the Company as in effect on the
Grant Date.
(b) For purposes of these Grant Conditions, Retirement shall mean the Grantees voluntary
termination of employment after the Grantee has attained age fifty-five (55) and has a combination
of age and full years of service with the Employer that is equal to or greater than seventy (70).
7. Payment with Respect to Restricted Units.
Except as otherwise set forth in Section 4 and 5 above, shares of Company Stock equal to the
vested Restricted Units shall be issued to the Grantee on the Vesting Date, subject to applicable
tax withholding and subject to Section 18. Any fractional Restricted Units shall be paid to the
Grantee in cash.
8. Dividend Equivalents with Respect to Restricted Units.
(a) Dividend Equivalents shall accrue with respect to Restricted Units and shall be payable
subject to the same vesting terms and other conditions as the Restricted Units to which they
relate. Dividend Equivalents shall be credited when dividends are declared on shares of Company
Stock from the Grant Date until the payment date for the vested Restricted Units. If, and to the
extent that the underlying Restricted Units are forfeited, all related Dividend Equivalents shall
also be forfeited.
(b) While the Restricted Units are outstanding, the Company will keep records in a bookkeeping
account for the Grantee. On each date on which a dividend is declared by the Company on Company
Stock, the Company shall credit to the Grantees account an amount equal to the Dividend
Equivalents associated with the Restricted Units held by the Grantee on the record date for the
dividend. No interest will be credited to any such account.
(c) Dividend Equivalents will be paid in cash at the same time as the underlying vested
Restricted Units are paid.
(d) Notwithstanding the foregoing, if shares of Company Stock are converted to cash as
described in Section 5(d) above in connection with a Change in Control, Dividend Equivalents shall
cease to be credited with respect to Restricted Units.
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9. Non-Competition.
(a) In consideration for the grant of Restricted Units made to the Grantee under the terms of
these Grant Conditions, the Grantee agrees that while the Grantee is employed by the Employer and
for a twelve (12) month period beginning on the date that the Grantee ceases to be employed by the
Employer for any reason (the Restriction Period), the Grantee shall not, directly or indirectly,
(i) accept employment with, (ii) own, manage, operate, join, control, solicit, finance, or
participate in the ownership, management, operation, acquisition, control or
financing of, (iii) be connected as a partner, principal, agent, representative, consultant or
otherwise with, or (iv) use or permit the Grantees name to be used in connection with, any
business or enterprise engaged directly or indirectly in any business or enterprise engaged in a
geographic area within fifty (50) miles of any location from which the Employer is operating on the
termination date (the Geographic Area), in any business that is competitive to a business from
which the Employer, taken as a whole from all geographic areas, derived at least ten percent (10%)
of its respective annual gross revenues for the twelve (12) months preceding the termination date.
(b) In consideration for the grant of Restricted Units made to the Grantee under the terms of
these Grant Conditions, the Grantee agrees that during the Restriction Period, the Grantee shall
not:
(i) directly or indirectly solicit, entice, broker or induce an agreement with any person or
entity that had a contractual agreement with the Employer during the term of the Grantees
employment to enter into an agreement or arrangement with the Grantee or any third party that would
preclude the person or entity, either contractually or practically, from working with the Employer;
or
(ii) directly or indirectly solicit, recruit or hire any employee (full-time or part-time) of
the Employer to work for a third party other than the Employer.
(c) The Grantee acknowledges, agrees and represents that the type and periods of restrictions
imposed in these Grant Conditions are fair and reasonable, and that such restrictions are intended
solely to protect the legitimate interests of the Employer, rather than to prevent the Grantee from
earning a livelihood. The Grantee recognizes that the Employer competes or may compete in the
Geographic Area and that the Grantees access to confidential information makes it necessary for
the Employer to restrict the Grantees post-employment activities in the Geographic Area. The
Grantee further represents that: (i) the Grantee is familiar with the covenants not to compete and
not to solicit set forth in these Grant Conditions, (ii) the Grantee is fully aware of his or her
obligations hereunder, including, without limitation, the length of time, scope and geographic
coverage of these covenants, (iii) the Grantee finds the length of time, scope and geographic
coverage of these covenants to be reasonable, and (iv) the Grantee is receiving valuable and
sufficient consideration for the Grantees covenants not to compete and not to solicit.
(d) The parties to these Grant Conditions acknowledge and agree that any breach by the Grantee
of any of the covenants or agreements contained in this Section 9 will result in irreparable injury
to the Employer for which money damages could not adequately compensate the Employer and therefore,
in the event of any such breach, the Employer shall be entitled (in addition to any other rights
and remedies which it may have at law or in equity) to have an injunction issued by any competent
court enjoining and restraining the Grantee and any other person involved therein from continuing
such breach without posting a bond. The existence of any claim or cause of action which the Grantee
may have against the Employer or any other person shall not constitute a defense or bar to the
enforcement of such covenants. If any portion of the covenants or agreements contained in this
Section 9 is construed to be invalid or unenforceable, the other portions of such covenants or
agreements shall not be affected and shall
be given full force and effect without regard to the invalid or unenforceable portion to the
fullest extent possible. If any covenant or agreement in this Section 9 is held to be unenforceable
because of the duration or scope thereof, then the court making such determination shall have the
power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then
be enforceable in its reduced form. In addition to other actions that may be taken by the
Employer, if the Grantee breaches any of the covenants or agreements contained in this Section 9,
the Grantee will forfeit all outstanding Restricted Units, and all outstanding Restricted Units
(whether or not vested), shall immediately terminate.
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10. Certain Corporate Changes.
If any change is made to the Company Stock (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange
of shares or any other change in capital structure made without receipt of consideration), then
unless such event or change results in the termination of all the Restricted Units, the Committee
shall adjust, in an equitable manner and as provided in the Plan, the number and class of shares
underlying the Restricted Units. Any adjustment that occurs under the terms of this Section 10 or
the Plan will not change the timing or form of payment with respect to any Restricted Units.
11. No Right to Continued Employment.
Neither the award of Restricted Units, nor any other action taken with respect to the
Restricted Units, shall confer upon the Grantee any right to continue to be employed by the
Employer or shall interfere in any way with the right of the Employer to terminate the Grantees
employment at any time.
12. Termination or Amendment.
These Grant Conditions and the award made hereunder may be terminated or amended by the
Committee, in whole or in part, in accordance with the applicable terms of the Plan.
13. Notice.
Any notice to the Company provided for in these Grant Conditions shall be addressed to it in
care of the Companys Vice President for Human Resources, and any notice to the Grantee shall be
addressed to the Grantee at the current address shown on the payroll system of the Company, or to
such other address as the Grantee may designate to the Company in writing. Any notice provided for
hereunder shall be delivered by hand, sent by telecopy or electronic mail or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage and registry fee
prepaid in the United States mail or other mail delivery service. Notice to the Company shall be
deemed effective upon receipt. By receipt of these Grant Conditions, the Grantee hereby consents
to the delivery of information (including without limitation, information required to be delivered
to the Grantee pursuant to the applicable securities laws) regarding the Company, the Plan, and the
Restricted Units via the Companys electronic mail system or other electronic delivery system.
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14. Incorporation of Plan by Reference.
The Restricted Stock Unit Grant and these Grant Conditions are made pursuant to the terms of
the Plan, the terms of which are incorporated herein by reference, and shall in all respects be
interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any
question arising hereunder. The Grantees receipt of the Restricted Units constitutes the
Grantees acknowledgment that all decisions and determinations of the Committee with respect to the
Plan, these Grant Conditions, and/or the Restricted Units shall be final and binding on the
Grantee, his or her beneficiaries and any other person having or claiming an interest in the
Restricted Units. The settlement of any award with respect to the Restricted Units is subject
to the provisions of the Plan and to interpretations, regulations and determinations concerning the
Plan as established from time to time by the Committee in accordance with the provisions of the
Plan. A copy of the Plan will be furnished to each Grantee upon request.
15. Income Taxes; Withholding Taxes.
The Grantee is solely responsible for the satisfaction of all taxes and penalties that may
arise in connection with the award or settlement of Restricted Units pursuant to these Grant
Conditions. At the time of taxation, the Employer shall have the right to deduct from other
compensation, or to withhold shares of Company Stock, in an amount equal to the federal (including
FICA), state, local and foreign taxes and other amounts as may be required by law to be withheld
with respect to the Restricted Units, provided that any share withholding shall not exceed the
Grantees minimum applicable withholding tax rate for federal (including FICA), state, local and
foreign tax liabilities.
16. Governing Law.
The validity, construction, interpretation and effect of the Restricted Stock Unit Grant and
these Grant Conditions shall exclusively be governed by, and determined in accordance with, the
applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule
or principle.
17. Assignment.
The Restricted Stock Unit Grant and these Grant Conditions shall bind and inure to the benefit
of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge
or otherwise dispose of the Restricted Units, except to a successor grantee in the event of the
Grantees death.
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18. Code Section 409A.
The Restricted Stock Unit Grant and these Grant Conditions are intended to comply with Code
Section 409A or an exemption, and payments may only be made under these Grant Conditions upon an
event and in a manner permitted by Code Section 409A, to the extent applicable. Notwithstanding
anything in these Grant Conditions to the contrary, if required by Code Section 409A, if the
Grantee is considered a specified employee for purposes of Code Section 409A and if any payment
under these Grant Conditions is required to be delayed for a
period of six (6) months after separation from service pursuant to Code Section 409A, such payment
shall be delayed as required by Code Section 409A, and the accumulated payment amounts shall be
paid in a lump sum payment within ten (10) days after the end of the six (6)-month period. If the
Grantee dies during the postponement period prior to payment, the amounts withheld on account of
Code Section 409A shall be paid to the personal representative of the Grantees estate within sixty
(60) days after the date of the Grantees death. Any payments to be made upon a termination of
employment under these Grant Conditions may only be made upon a separation from service under
Code Section 409A. In no event may the Grantee, directly or indirectly, designate the calendar
year of a payment, except in accordance with Code Section 409A.
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