Exhibit 10.2
CONNECTICUT WATER SERVICE, INC.
No:
NONQUALIFIED STOCK OPTION
THIS AGREEMENT, made as of the grant date indicated in Section 3 below,
and between Connecticut Water Service, Inc. (the "Company"), and the undersigned
individual (the "Optionee"), pursuant to the Connecticut Water Service, Inc.
Amended and Restated Performance Stock Program (the "Plan"). (Terms not defined
herein shall have the same meaning as in the Plan.)
WHEREAS, the Optionee is an eligible employee of the Company and the
Company through the Plan's Committee has approved the grant of Nonqualified
Stock Options ("Options") under the Plan to the Optionee.
NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement and pursuant to the Plan, the parties agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Optionee the right and
option to purchase from the Company, at the exercise price set forth in
Section 3 below, all or any part of the aggregate number of shares of
common stock of the Company, as such common shares are presently
constituted (the "Stock"), set forth in said Section 3.
2. TERMS AND CONDITIONS. It is understood and agreed that the Option
evidenced hereby is subject to the provisions of the Plan (which are
incorporated herein by reference) and the following terms and conditions:
a. EXPIRATION DATE. The Option evidenced hereby shall expire on the
date specified in Section 3 below, or at such earlier date as is
provided in Sections 7(i) and (ii) of the Plan upon termination of
Optionee's employment. The Compensation Committee of the Company's
Board of Directors has the discretion to alter or amend the
expiration date of outstanding nonqualified stock options at the
Optionee's retirement or termination of employment.
b. EXERCISE OF OPTION. The Option evidenced hereby shall be exercisable
from time to time by submitting an appropriate notice of exercise
ten days prior to the date of exercise specifying the number of
shares for which the Option is being exercised, addressed to the
Company at its principal place of business
and either:
(i) CASH ONLY EXERCISE - submitting the
full cash purchase price of the
exercised stock; or
(ii) CASHLESS EXERCISE - submitting
appropriate authorization for the
sale of Stock in an amount
sufficient to provide the full
purchase price, or
(iii) COMBINATION - tendering a
combination of (i) and (ii) above.
Exhibit 10.2
c. WITHHOLDING TAXES. Without regard to the method of exercise and
payment, the Optionee shall pay to the Company, upon notice of the
amount due, any withholding taxes payable with respect to such
exercise, which payment may be made with shares of Stock which would
otherwise be issued pursuant to the Option.
d. EXERCISE SCHEDULE. The Option will become exercisable with respect
to 20% of the Option on each anniversary of the date of grant;
provided that Optionee is employed by the Company or a Subsidiary on
such date.
e. COMPLIANCE WITH LAWS AND REGULATIONS. The Option evidenced hereby is
subject to restrictions imposed at any time on the exercise or
delivery of shares in violation of the By-Laws of the Company or of
any law or governmental regulation that the Company may find to be
valid and applicable.
f. INTERPRETATION. Optionee hereby acknowledges that this Agreement is
governed by the Plan, a copy of which Optionee hereby acknowledges
having received, and by such administrative rules and regulations
relative to the Plan and not inconsistent therewith as may be
adopted and amended from time by the Committee (the "Rules").
Optionee agrees to be bound by the terms and provisions of the Plan
and the Rules.
3. Option Data.
Optionee's Name:
Number of shares of Stock
Subject to this Option:
Grant Date:
Exercise Price Per Share:
Expiration Date:
Beneficiary:
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its authorized officer, as of the Grant Date identified in Section 3.
Agreed to: Connecticut Water Service, Inc.
___________________________ By: ___________________________
Optionee: Name: Xxxxxxx X. XxXxxx
Title: Corporate Secretary
Date: _______________
