Common use of Good Reason; Other Than for Cause or Disability Clause in Contracts

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, (1) during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good ReasonReason or (2) during the Employment Period the Executive's employment is terminated by the Executive during or following a restructuring program and the Board determines that Executive has substantially completed his duties with respect to the restructuring program and the Company's needs for the Executive's services have been substantially diminished, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 1110, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. If, before the Employment Period, the Executive's employment is terminated by the Company for reason other than misconduct, the Company shall pay to the Executive one year's salary continuation. In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6)Sections 6(d)(1) or 6(d)(2) above) or for one year following termination of employment before the Employment Period under the immediately preceding sentence, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. ; and In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, (1) during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, Reason or (2) before or during the Employment Period the Executive's employment is terminated by the Company due to or in anticipation of the sale of the operations for which the Executive had managing responsibility (whether or not the purchaser employs the Executive after the closing of the transaction): (i) The Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 1110, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, ; and (ii) for the remainder of the Employment Period (if the or for one year following termination took place during of employment before the Employment Period under this Section 6)due to the sale of the operations for which the Executive had managing responsibility, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or if the Executive shall terminate employment during the Employment Period under this Agreement for Good Reason, then subject to compliance with Section 6: (i) the Company shall pay to the Executive in a lump sum in cash within 60 30 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. Termination all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. Company shall pay to the Executive in a lump-lump sum retirement benefit in cash within 30 days after the Date of Termination the amount equal to the difference between the Actuarial Equivalent (aas defined below) of (A) and (B), where (A) is the actuarial equivalent of the Executive's benefit under the Nashua FleetBoston Financial Corporation Retirement Pension Plan for Salaried Employees (the "Retirement Pension Plan") and ), as supplemented by the Retirement Income Assurance Plan, or any supplemental and/or excess retirement plan providing benefits for the Executive successor to such plans (the "SERPRIAP," together with the Pension Plan, collectively referred to as the ") which Retirement Plans," in each case as in effect as of immediately prior to the Effective Time or at any time thereafter to the extent more favorable to the Executive), that the Executive would receive if the Executive was fully vested in the Retirement Plans and the Executive's employment continued at the compensation level provided for in Sections 4(b)(iSection 3(b)(i) for two years after the Date of Termination, and such two additional years shall be credited to the Executive for purposes of calculating the Executive's age (but only for purposes of determining eligibility for early retirement, date of commencement, and early retirement reductions), pay and interest credits or final average salary (as applicable) and 4(b)(ii) years of this Agreement for service accrued under the remainder Retirement Plans; provided, however, that any benefit to the Executive under any one or more of the Employment Period, assuming for this purpose that all accrued benefits are fully vestedRetirement Plans shall be included in the foregoing calculation only to the extent the Executive participated in any such Retirement Plan immediately prior to the Effective Time, and (bB) the actuarial equivalent of is the Executive's actual benefit (paid or payable), if any, under the Retirement Plans as of the Date of Termination. For purposes of this Section 5(d)(ii), "Actuarial Equivalent" shall be determined (x) based on the definition of such term in the Pension Plan (as in effect as of immediately prior to the Effective Time or at any time thereafter to the extent more favorable to the Executive), and (y) assuming the SERP; Executive's benefit under the Retirement Plans shall commence immediately after the Date of Termination if the Executive is early retirement eligible (after taking into account the additional years of age and service credit provided hereunder) and, if not early retirement eligible (after taking into account the additional years of age and service credit provided hereunder), the age elected by the Executive solely for purposes of this Section 5(d)(ii), provided that for purposes of determining the amount payable pursuant to lump-sum present value of the benefits described in clauses (A) and (B) of this Section 6(d)(i)C 5(d)(ii), the accrual formulas and actuarial assumptions utilized Executive's actual age on the Date of Termination shall be no less favorable than those in effect with respect used; and (iii) the Company shall pay to the Retirement Executive in a lump sum in cash within 30 days after the Date of Termination the amount equal to (A) the employer matching contributions that the Company would have made on the Executive's behalf to the FleetBoston Financial Corporation Savings Plan or other similar or successor plan (the "Savings Plan") and the FleetBoston Financial Corporation Executive Supplemental Plan (assuming the maximum employee deferral election, and the maximum employer matching contribution rate, permitted under each of the Savings Plan and the SERP FleetBoston Financial Corporation Executive Supplemental Plan) if the Executive's employment continued at the compensation level provided for in Section 3(b)(i) for two years, plus (B) the amount, if any, of the Executive's account in the Savings Plan which is forfeitable on the Date of Termination; and (iv) during the 90-day two years after the Executive's Date of Termination (the "Severance Period"), or such longer period immediately prior to the Effective Date. In additionas any plan, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6)program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the applicable plans, programs, practices and policies described in Section 4(b)(iv3(b)(iv) of this Agreement as if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer similarly situated executives of the Company and its affiliated companies affiliates and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Severance Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change and such additional period of Control deemed service shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable be credited to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times for purposes of calculating the Executive's "base amount"age and years of accrued service; and (v) for purposes of any outstanding vested stock options granted to the Executive prior to the Effective Time, as defined in Section 280G the Executive will be deemed to be an employee of the Code (Company during the "cut back amount"); providedSeverance Period and, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving after the full amount expiration of the parachute payments as opposed to Severance Period, will have the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount benefit of the parachute paymentspost-termination exercise period applicable to terminations of employment following a "Change of Control'' as set forth in any such stock option award agreement or plan.

Good Reason; Other Than for Cause or Disability. If, (1) during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, Reason or (2) before or during the Employment Period the Executive's employment is terminated by the Company due to or in anticipation of the sale of the operations for which the Executive had managing responsibility (whether or not the purchaser employs the Executive after the closing of the transaction): (i) The Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 1110, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three two and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, ; and (ii) for the remainder of the Employment Period (if the or for one year following termination took place during of employment before the Employment Period under this Section 6)due to the sale of the operations for which the Executive had managing responsibility, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, If the Company shall terminate the Executive's ’s employment other than for Cause or DisabilityDisability during the Effective Period, or the Executive shall terminate employment for Good Reason during the Employment Period for Good ReasonEffective Period, the Company and AWR agree, subject to Sections 6(e) and 8, to make the payments and provide the benefits described below: (i) The Company or AWR shall pay to the Executive in a cash lump sum in cash within 60 10 days after from the date of the Executive’s termination of employment (the “Date of Termination”), and subject an amount equal to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (xA) three and (yB), where (A) is [2.99 or 2.0] and (B) is calculated as the sum of (i) Annual Base Salary and the Executive’s annual base salary at the highest rate in effect in any year of the three calendar years immediately preceding the date of termination of employment, including the - 4 - calendar year in which the termination of employment occurred; plus (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal payments that would have been made to the difference between (a) the actuarial equivalent Executive pursuant to any “cash-pay” performance incentive plan of the benefit under Company or AWR (a “Cash Incentive Payment”) with respect to the Nashua Corporation Retirement Plan for Salaried Employees calendar year in which termination of employment occurred (and assuming that the "Retirement Plan") performance targets thereafter are achieved “at target”); and any supplemental and/or excess retirement plan providing benefits for provided that if the Executive is employed pursuant to any written employment agreement, the Cash Incentive Payment in any year for purposes of calculations under this clause (ii) shall not be less than any minimum incentive or annual cash bonus required thereunder; provided that Cash Incentive Payments do not include (A) any extraordinary bonus, including any holiday, year-end, anniversary or signing bonus; (B) any amounts paid or to be paid to the "SERP"Executive under this Agreement, (C) reimbursement of moving or other expenses; or (D) any other lump sum payment, unless specifically designated as a Cash Incentive Payment pursuant to an incentive plan of the Company or AWR by the Board of Directors of AWR or the Company, or any committee thereof. Unless otherwise provided pursuant to the terms of the cash incentive compensation plan of AWR or the Company or the terms of the award, the amount paid to the Executive pursuant to this Section 6(a)(i) shall be in lieu of any Cash Incentive Payment to which the Executive would receive if otherwise be entitled under any cash incentive plan of the Company or AWR for the year in which the Executive’s employment is terminated as a result of a Change in Control. (ii) The Company or AWR shall also pay to the Executive in a cash lump sum within 10 days from the date of the Executive’s termination of employment, an amount equal to the sum of (A) the Executive’s base salary through the date of termination, plus (B) any accrued vacation pay, in each case to the extent not theretofore paid (the amounts referred to in this paragraph (ii) are hereinafter referred to as the “Accrued Obligations”). (iii) For executives who were hired before January 1, 2011 and are participants of the Golden State Water Company Pension Plan, the Company or AWR shall also pay the Executive in cash at the end of each four-month period during the twelve-months immediately following the date of the Executive’s termination of employment, an amount equal to the excess of (A) over (B), divided by three, where (A) is equal to the single sum actuarial equivalent of what would be the Executive's employment continued accrued benefits under the terms of the Golden State Water Company Pension Plan, or any successor thereto, including the Golden State Water Company Supplemental Executive Retirement Plan and any other supplemental retirement plan providing pension benefits (hereinafter together referred to as the “Pension Plan”) at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder time of the Employment PeriodExecutive’s termination of employment, assuming for this purpose that all accrued without regard to whether such benefits are fully vestedwould be vested thereunder, if the Executive were credited with an additional three years of credited service (as defined in the Pension Plan), and (bB) is equal to the single sum actuarial equivalent of the Executive's actual benefit ’s vested accrued benefits under the Pension Plan at the time of the Executive’s termination of employment; provided, however, that the Corporation shall only be required to make any such payments for so long as the Executive has not breached the covenants contained in Section 9. For purposes of this paragraph (paid or payableiii), if anythe term “single sum actuarial equivalent” shall, be the lump sum value of the annuity (immediate for Executives age 55 or over, and deferred to age 55 for Executives under age 55) determined (I) using an interest rate calculated at (x) the Retirement Plan and sum of the SERP; monthly rates prevailing for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately twelve full months prior to the Effective Date. In additiontermination of employment, for the remainder second segment rates published pursuant to Section 417(e)(3)(D) of the Employment Period Code, (y) divided by 12; and (II) using the applicable mortality table under Section 417(e)(3)(B) of the code for the plan year of termination, after the reduction (if any), of the Executive’s accrued benefit, using the applicable factors under the terms of the Golden State Water Company Pension Plan (hereinafter referred to as the "Qualified Pension Plan") (Regular Factors under Section A.4, or Special Early Retirement Factors under Section A.4 if the Executive has 80 points, including the three additional years of service provided under this agreement), and using the Executive’s age upon termination of employment. Any payment under this paragraph (iii) shall not extinguish any rights the Executive has to benefits under the Pension Plan. For Executives who were hired after December 31, 2010 and who are not participants of the Golden State Water Company Pension Plan, the Company or AWR shall also pay the Executive in cash at the end of each four-month period during the twelve-months immediately following the date of the Executive’s termination of employment, an amount equal to the sum of (A) plus (B) plus (C), divided by three, where (A) is equal to the Profit Sharing Contributions that would have been contributed on the Executive’s behalf under the Golden State Water Company Investment Incentive Program, or any successor thereto (hereinafter referred to as the “DC Plan”), during the three years immediately following the date of the Executive’s termination of employment, determined (i) as if the Executive earned Compensation (as defined in the DC Plan) during such period at a rate equal to the Executive’s Compensation for the plan year in which such termination date occurs (without taking into account any reduction in Compensation that constitutes Good Reason), and (ii) without regard to any amendment to the DC Plan made subsequent to a Change in Control on or prior to the date of the Executive’s termination of employment, which amendment adversely affects in any manner the computation of benefits thereunder; where (B) is equal to the excess of (x) the Executive's account balance under the DC Plan at the time of the Executive’s termination of employment, without regard to whether such benefits would be vested thereunder, over (y) the portion of such account balance that is vested and nonforfeitable under the terms of the DC Plan; and where (C) is equal to the excess of (x) the single sum actuarial equivalent of what would be the Executive’s accrued benefits under the terms of the Golden State Water Company Supplemental Executive Retirement Plan, or any successor thereto providing supplemental retirement benefits (hereinafter referred to as the “SERP”) at the time of the Executive’s termination of employment, without regard to whether such benefits would be vested thereunder, if the Executive were credited with an additional three years of Credited Service (as defined in the SERP), over (y) the single sum actuarial equivalent of the Executive’s vested accrued benefits under the SERP at the time of the Executive’s termination of employment; provided, however, that the Corporation shall only be required to make any such payments described in clauses (A), (B) and (C) above for so long as the Executive has not breached the covenants contained in Section 9. For purposes of clause (C) of this paragraph (iii), the term “single sum actuarial equivalent” shall, be the lump sum value of the annuity (immediate for Executives age 55 or over, and deferred to age 55 for Executives under age 55) determined (I) using an interest rate calculated at (x) the sum of the monthly rates prevailing for the twelve full months prior to the termination took place during of employment, for the Employment Period second segment rates published pursuant to Section 417(e)(3)(D) of the Code, (y) divided by 12; and; and (II) using the applicable mortality table under Section 417(e)(3)(B) of the Code for the plan year of termination, after the reduction (if - 6 - any), of the Executive’s accrued benefit, using the applicable factors under the terms of the “Qualified Pension Plan (Regular Factors under Section A.4, or Special Early Retirement Factors under Section A.4 if the Executive has 80 points, including the three additional years of service provided under this Section 6Agreement), and using the Executive’s age upon termination of employment. Any payment under this paragraph (iii) shall not extinguish any rights the Executive has to benefits under the DC Plan or the SERP. (iv) For [three years for CEO and CFO] two years after the date of the Executive’s termination of employment, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to provide medical, dental, vision, accidental death and dismemberment, and life insurance coverage, and reimbursement of club dues to the Executive and/or the Executive's ’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's ’s employment had not been terminated (in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies affiliates applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to date of the Executive's termination of employment); provided, as in effect generally at any time thereafter with respect however, that if the Executive becomes employed by another employer and is eligible to receive medical or other peer executives welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of the Company and its affiliated companies and their familieseligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for any retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until [three years for CEO and CFO] two years after the end date of the Employment Period termination of employment and to have retired on the last day of such period. Notwithstanding Following the foregoing, if a Change period of Control shall have occurred before the Date of Terminationcontinued benefits referred to in this subsection, the aggregate amount of "parachute payments", as defined Executive and the Executive’s covered family members shall be given the right provided in Section 280G 4980B of the Internal Revenue Code of 1986, as amended from time to time 1986 (the "“Code"”) payable to elect to continue benefits in all group medical plans. In the Executive pursuant event that the Executive’s participation in any of the plans, programs, practices or policies of the Company referred to all arrangements with in this subsection is barred by the terms of such plans, programs, practices or policies or applicable law, the Company shall not exceed one dollar less than three times provide the Executive's "base amount", as defined in Section 280G of Executive with benefits substantially similar to those which the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving entitled as a participant in such plans, programs, practices or policies. At the full amount end of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) period of coverage, the Executive shall receive have the full amount option to have assigned to the Executive, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by the Company and relating specifically to the Executive. (v) The Company and AWR shall enable the Executive to purchase within 10 days following the Executive’s termination of employment, the automobile, if any, provided by the Company for the Executive’s use at the time of the parachute paymentsExecutive’s termination of employment at the wholesale value of such automobile at such time, as shown in the current edition of the National Auto Research Publication Blue Book. (vi) To the extent not theretofore paid or provided, the Company or AWR shall timely pay or provide the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, practice, contract or agreement of the Company and its affiliates (such other amounts and benefits being hereinafter referred to as “Other Benefits”) in accordance with the terms of such plan, program, policy, practice, contract or agreement. (vii) The Executive shall be entitled to interest on any payments not paid on a timely basis as provided in this Section 6(a) at the applicable Federal Rate provided for in Section 7872(f)(2)(A) of the Code. (viii) Each stock option granted to an Executive under any stock incentive plan of AWR or the Company shall be deemed fully vested immediately prior to the date of termination and each restricted stock or other award under any stock incentive plan of AWR or the Company shall immediately vest free of restrictions and become payable upon the date of termination (or to the extent applicable under Section 409A, in accordance with Section 6(e)). If the number of shares payable under any such option or award is dependent upon future results or performance, the number shall be determined and established at an assumed result or performance that achieves targeted amounts therefore.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or if the Executive shall terminate employment during the Employment Period under this Agreement for Good Reason, : (i) the Company shall pay to the Executive in a lump sum in cash within 60 30 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, Termination the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three and (y) the sum of (i) Annual Base Salary and Salary, (ii) the Highest Annual Bonus and (iii) the Greater Long-Term Bonus; and and B. all Accrued Obligations; and C. the Executive shall be entitled to receive a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Cordant Technologies Inc. Pension Plan for Salaried Employees (and the "Retirement Plan") and Cordant Technologies Inc. Excess Pension Plan as in effect on the Change of Control Date or any supplemental and/or excess retirement successor plan providing which provides more favorable benefits for to the Executive (the "SERPRetirement Plans") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Periodthree years, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERPPlans; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. In addition, and (ii) for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6)Period, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) and (vi) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Change of Control Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining the Executive's age and length of service at the time of his termination of employment in order to determine eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired terminated employment on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive be entitled to the full amount more favorable of the parachute paymentsretiree benefits in effect on the Date of Termination or the retiree benefits in effect on the date that would have been the last date of the Employment Period if the Executive had remained employed.

Good Reason; Other Than for Cause or Disability. If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability, or the Executive shall terminate employment during the Employment Period for Good Reason, the Company shall pay to the Executive in a lump sum in cash within 60 days after the Date of Termination, and subject to receiving an executed irrevocable Release as described in Section 11, the aggregate of the following amounts: A. all Accrued Obligations; and B. the product of (x) three two and (y) the sum of (i) Annual Base Salary and (ii) the Highest Annual Bonus; and C. a lump-sum retirement benefit equal to the difference between (a) the actuarial equivalent of the benefit under the Nashua Corporation Retirement Plan for Salaried Employees (the "Retirement Plan") and any supplemental and/or excess retirement plan providing benefits for the Executive (the "SERP") which the Executive would receive if the Executive's employment continued at the compensation level provided for in Sections 4(b)(i) and 4(b)(ii) of this Agreement for the remainder of the Employment Period, assuming for this purpose that all accrued benefits are fully vested, and (b) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP; for purposes of determining the amount payable pursuant to this Section 6(d)(i)C the accrual formulas and actuarial assumptions utilized shall be no less favorable than those in effect with respect to the Retirement Plan and the SERP during the 90-day period immediately prior to the Effective Date. ; and In addition, for the remainder of the Employment Period (if the termination took place during the Employment Period under this Section 6), the Company shall continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 4(b)(iv) of this Agreement if the Executive's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies and their families. For purposes of determining eligibility of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period. Notwithstanding the foregoing, if a Change of Control shall have occurred before the Date of Termination, the aggregate amount of "parachute payments", as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code") payable to the Executive pursuant to all arrangements with the Company shall not exceed one dollar less than three times the Executive's "base amount", as defined in Section 280G of the Code (the "cut back amount"); provided, however, that if Executive would be better off by at least $25,000 on an after-tax basis by receiving the full amount of the parachute payments as opposed to the cut back amount (notwithstanding a 20% excise tax) the Executive shall receive the full amount of the parachute payments.