Exhibit 10.20


RESTRICTED STOCK
UNIT ISSUANCE AGREEMENT


RECITALS


A.    The Board
has adopted the Plan for the purpose of retaining the services of selected
Employees and consultants and other independent advisors who provide services
to the Corporation (or any Parent or Subsidiary).


B.     Participant
is to render valuable services to the Corporation (or a Parent or Subsidiary),
and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation’s issuance of an
equity incentive award under the Plan designed to retain Participant’s
continued service.


C.     All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix A.


NOW, THEREFORE, it is hereby
agreed as follows:


1.   Grant of Restricted Stock Units.   The
Corporation hereby awards to Participant, as of the Award Date, Restricted
Stock Units under the Plan. Each Restricted Stock Unit which vests during
Participant’s period of Service shall entitle Participant to receive one share
of Common Stock on the applicable vesting date. The number of shares of Common
Stock subject to the awarded Restricted Stock Units, the applicable vesting
schedule for those shares, the applicable date or dates on which those vested
shares shall become issuable to Participant and the remaining terms and
conditions governing the award (the “Award”) shall be as set forth in this
Agreement.


	
  Award Date:

  	
   

  	
                 ,        

  
	
  Number of Shares

  Subject to Award:

  	
   

  	
                  shares
  of Common Stock (the “Shares”)

  
	
  Vesting Schedule:

  	
   

  	
  The Shares shall
  vest in a series of [four (4)] successive equal annual installments upon
  Participant’s completion of each year of Service over the [four (4)]-year
  period measured from the Award Date. However, the Shares may be subject to
  accelerated vesting in accordance with the provisions of Paragraphs 4 and 6
  below.

  
	
  Issuance
  Schedule:

  	
   

  	
  Each Share in which
  Participant vests in accordance with the provisions of this Agreement
  (including the foregoing Vesting Schedule) shall be issued, subject to the
  Corporation’s collection of all applicable Withholding Taxes, on the date
  that particular Share vests (the “Issue Date”) or as soon after that
  scheduled Issue Date as administratively practicable, but in no event later
  than the close of the calendar year in which such Issue Date occurs or (if
  later) the fifteenth day of the third calendar month following such Issue
  Date. The applicable Withholding Taxes are to be collected pursuant to the
  procedure set forth in Paragraph 8 of this Agreement.

  



 


2.   Limited
Transferability.   Prior to actual receipt of the Shares
which vest and become issuable hereunder, Participant may not transfer any
interest in the Award or the underlying Shares. Any Shares which vest hereunder
but which otherwise remain unissued at the time of Participant’s death may be
transferred pursuant to the provisions of Participant’s will or the laws of
inheritance or to Participant’s designated beneficiary or beneficiaries of this
Award. Participant may also direct the Corporation to issue 













the stock certificates for
any Shares which in fact vest and become issuable under the Award during his or
her lifetime to one or more designated family members or a trust established
for Participant and/or his or her family members. Participant may make such a
beneficiary designation or certificate directive at any time by filing the
appropriate form with the Plan Administrator or its designee.


3.   Cessation
of Service.   Except as otherwise provided in Paragraph 4 or
Paragraph 6 below, should Participant cease Service for any reason prior to
vesting in one or more Shares subject to this Award, then the Award shall be
immediately cancelled with respect to those unvested Shares, and the number of
Restricted Stock Units will be reduced accordingly. Participant shall thereupon
cease to have any right or entitlement to receive any Shares under those
cancelled units.


4.   Accelerated
Vesting.   Should Participant’s Service terminate by reason
of death or Disability, then, all of the Shares at the time subject to this
Award shall immediately vest. and shall be issued on the date of such cessation
of Service or as soon as administratively practicable thereafter, subject to
the Corporation’s collection of the applicable Withholding Taxes, but in no
event later than the close of the calendar year in which such cessation of
Service occurs or (if later) the fifteenth (15th) day of the third (3rd)
calendar month following the date of such cessation of Service.


5.   Stockholder
Rights.   Participant shall not have any stockholder rights,
including voting rights or dividend rights, with respect to the Shares subject
to the Award until the Shares vest and Participant becomes the record holder of
those Shares upon their actual issuance following the Company’s collection of
the applicable Withholding Taxes.


6.   Change in Control.


A.     Any
Restricted Stock Units subject to this Award at the time of a Change in Control
may be assumed by the successor entity or otherwise continued in full force and
effect or may be replaced with a cash retention program of the successor entity
which preserves the Fair Market Value of any Restricted Stock Units subject to
the Award at the time of the Change in Control and provides for subsequent payout
of that value in accordance with the vesting provisions applicable to the Award.
In the event of such assumption or continuation of the Award or such
replacement of the Award with a cash retention program, no accelerated vesting
of the Restricted Stock Units shall occur at the time of the Change in Control.


B.     In the
event the Award is assumed or otherwise continued in effect, the Restricted
Stock Units subject to the Award will be adjusted immediately after the
consummation of the Change in Control so as to apply to the number and class of
securities into which the Shares subject to those units immediately prior to
the Change in Control would have been converted in consummation of that Change
in Control had those Shares actually been issued and outstanding at that time. To
the extent the actual holders of the outstanding Common Stock receive cash
consideration for the Common Stock in consummation of the Change in Control,
the successor corporation may, in connection with the assumption or
continuation of the Restricted Stock Units subject to the Award at that time,
substitute one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in the
Change in Control transaction, provided such shares are registered under the
federal securities laws and readily tradable on an established securities
exchange.


C.     Should
either of the following events occur during the period commencing with the earlier of (i) the execution
date of any definitive agreement for a Change in Control transaction or (ii) the
actual occurrence of a Change in Control and ending with the earlier of (x) the expiration
of the twenty-four (24)-month period measured from the effective date of the
Change in Control or, to the extent applicable, (y) the date the
definitive agreement for the Change in Control transaction is 



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terminated or cancelled
without the consummation of the contemplated Change in Control transaction:


(i)    Participant’s
Service is terminated other than for Good Cause, or


(ii)   Participant
resigns from Service for Good Reason,


then all of the
Shares at the time subject to this Award shall immediately vest. and shall be
issued on the date of such cessation of Service or as soon as administratively
practicable thereafter, subject to the Corporation’s collection of the
applicable Withholding Taxes, but in no event later than the close of the
calendar year in which such cessation of Service occurs or (if later) the
fifteenth (15th) day of the third (3rd) calendar month following the date of
such cessation of Service.


D.     If the
Restricted Stock Units subject to this Award at the time of the Change in
Control are not assumed or otherwise continued in effect or replaced with a
cash retention program in accordance with Paragraph 6(a) above, then those
units shall vest immediately upon the effective date of the Change in Control. The
Shares subject to those vested units shall be issued immediately upon vesting
(or otherwise converted into the right to receive the same consideration per
share of Common Stock payable to the other stockholders of the Corporation in
consummation of that Change in Control), subject to the Corporation’s
collection of applicable Withholding Taxes pursuant to the provisions of
Paragraph 8.


E.     This
Agreement shall not in any way affect the right of the Corporation to adjust,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.


7.   Adjustment in Shares.   Should any
change be made to the outstanding Common Stock by reason of any stock split,
stock dividend, spin-off transaction, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration or by reason of any
merger, consolidation or reorganization, equitable adjustments shall be made to
the total number and/or class of securities issuable pursuant to this Award. Such adjustments shall be made in such
manner as the Plan Administrator deems appropriate in order to reflect such
change and thereby preclude a dilution or enlargement of benefits hereunder. However,
in the event of a Change in Control, the adjustments (if any) shall be made in
accordance with the provisions of Paragraph 6.


8.   Collection of Withholding Taxes.


A.     The
Corporation shall collect the applicable Withholding Taxes with respect to the
Shares which vest and become issuable hereunder through an automatic share
withholding procedure pursuant to which the Corporation will withhold, at the
time of such vesting, a portion of the Shares with a Fair Market Value
(measured as of the applicable vesting date) equal to the amount of those
taxes; provided, however, that the
amount of any Shares so withheld shall not exceed the amount necessary to
satisfy the Corporation’s required withholding obligations using the minimum
statutory withholding rates for federal and state purposes that are applicable
to supplemental taxable income.


B.     Except as
otherwise provided in Paragraph 6 and Paragraph 8(b), the settlement of all
Restricted Stock Units which vest under the Award shall be made solely in
shares of Common Stock. In no event, however, shall any fractional shares be
issued. Accordingly, the total number of shares of Common Stock to be issued
pursuant to that Award shall, to the extent necessary, be rounded down to the
next whole share in order to avoid the issuance of a fractional share.


9.   Deferred
Issue Date.   Notwithstanding any provision to the contrary
in this Agreement, no Shares which become issuable by reason of Participant’s
Separation from Service shall actually be issued to Participant prior to the earlier of (i) the expiration
of the six (6)-month period measured from the date of 



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his or her Separation from
Service or (ii) the date of his or her death, if Participant is deemed at
the time of such Separation from Service to be a “key employee” within the
meaning of that term under Code Section 416(i) and
such delayed issuance is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the
applicable Code Section 409A(a)(2) deferral period, all Shares
deferred pursuant to this Paragraph 9 shall be issued in a lump sum to
Participant.


10.   Benefit Limit.   In the event the vesting and issuance of the Shares
subject to this Award would otherwise constitute a parachute payment under Code
Section 280G, then the vesting and issuance of those Shares shall be
subject to reduction to the extent necessary 
to assure that the number of Shares which vest and are issued under this
Award will be limited to the greater of (i)  the
number of Shares which can vest and be issued without triggering a parachute
payment under Code Section 280G or (ii)  the maximum number of
Shares which can vest and be issued under this Award so as to provide the
Participant with the greatest after-tax amount of such vested and issued Shares
after taking into account any excise tax the Participant may incur under Code Section 4999
with respect to those Shares and any other benefits or payments to which the
Participant may be entitled in connection with any change in control or
ownership of the Corporation or the subsequent termination of the Participant’s
Service.


11.   Compliance
with Laws and Regulations.   The issuance of shares of
Common Stock pursuant to the Award shall be subject to compliance by the
Corporation and Participant with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange (or the
Nasdaq National Market, if applicable) on which the Common Stock may be listed
for trading at the time of such issuance.


12.   Notices.   Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices. Any notice required to be given or delivered to
Participant shall be in writing and addressed to Participant at the address
indicated below Participant’s signature line on this Agreement. All notices
shall be deemed effective upon personal delivery or upon deposit in the U.S.
mail, postage prepaid and properly addressed to the party to be notified.


13.   Successors
and Assigns.   Except to the extent otherwise provided in
this Agreement, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and
Participant, Participant’s assigns, the legal representatives, heirs and
legatees of Participant’s estate and any beneficiaries of the Award designated
by Participant.


14.   Construction.   This
Agreement and the Award evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the Plan. All
decisions of the Plan Administrator with respect to any question or issue
arising under the Plan or this Agreement shall be conclusive and binding on all
persons having an interest in the Award.


15.   Governing
Law.   The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State’s conflict-of-laws rules.


16.   Employment
at Will.   Nothing in this Agreement or in the Plan shall
confer upon Participant any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Corporation (or any Parent or Subsidiary employing or retaining
Participant) or of Participant, which rights are hereby expressly reserved by
each, to terminate Participant’s Service at any time for any reason, with or
without cause.



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IN
WITNESS WHEREOF, the parties
have executed this Agreement on the day and year first indicated above.


	
  

  	
   

  	
  SJW CORP.

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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APPENDIX A


DEFINITIONS


The following
definitions shall be in effect under the Agreement:


A.    Agreement  shall mean this Restricted
Stock Unit Issuance Agreement.


B.     Award shall mean the award of
Restricted Stock Units made to Participant pursuant to the terms of the
Agreement.


C.     Award Date shall mean the date the
Restricted Stock Units are awarded to Participant pursuant to the Agreement and
shall be the date indicated in Paragraph 1 of the Agreement.


D.    Board shall mean the Corporation’s
Board of Directors.


E.     Change in Control shall mean any
change in control or ownership of the Corporation which occurs by reason of one
or more of the following events:


(i)    the
acquisition, directly or indirectly by any person or related group of persons
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act), but other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under, control with the Corporation or an
employee benefit plan maintained by any such entity, of beneficial ownership
(as defined in Rule 13d-3 of the Exchange Act) of securities of the
Corporation that results in such person or related group of persons
beneficially owning securities representing 30% or more of the combined voting
power of the Corporation’s then-outstanding securities;


(ii)   a merger,
recapitalization, consolidation, or other similar transaction to which the
Corporation is a party, unless securities representing at least 50% of the
combined voting power of the then-outstanding securities of the surviving
entity or a parent thereof are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons
who beneficially owned the Corporation’s outstanding voting securities
immediately before the transaction;


(iii)  a sale,
transfer or disposition of all or substantially all of the Corporation’s
assets, unless securities representing at least 50% of the combined voting
power of the then-outstanding securities of the entity acquiring the Corporation’s
assets or parent thereof are immediately thereafter beneficially owned,
directly or indirectly and in substantially the same proportion, by the persons
who beneficially owned the Corporation’s outstanding voting securities
immediately before the transaction,


(iv)  a merger,
recapitalization, consolidation, or other transaction to which the Corporation
is a party or the sale, transfer, or other disposition of all or substantially
all of the Corporation’s assets if, in either case, the members of the Board
immediately prior to consummation of the transaction do not, upon consummation
of the transaction, constitute at least a majority of the board of directors of
the surviving entity or the entity acquiring the Corporation’s assets, as the
case may be, or a parent thereof (for this purpose, any change in the
composition of the board of directors that is anticipated or pursuant to an
understanding or agreement in connection with a transaction will be deemed to
have occurred at the time of the transaction); or


(v)    a change
in the composition of the Board over a period of thirty-six (36) consecutive
months or less such that a majority of the Board members ceases by reason of
one or more contested elections for Board membership, to be comprised of
individuals who either (a) have been Board members since the beginning of
such period or (b) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members who were
described in clause (a) or who were previously so elected or approved and
who were still in office at the time the Board approved such election or
nomination; 



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provided that no Change in Control shall occur if the
result of the transaction is to give more ownership or control of the
Corporation to any person or related group of persons who hold securities
representing more than thirty percent (30%) of the combined voting power of the
Corporation’s outstanding securities as of March 3, 2003.


F.     Code  shall mean the Internal Revenue
Code of 1986, as amended.


G.    Common Stock shall mean the shares
of the Corporation’s common stock.


H.    Corporation shall mean SJW Corp., a
California corporation, and any successor corporation to all or substantially
al of the assets or voting stock of SJW Corp. which shall by appropriate action
adopt the Plan and/or assume the Award.


I.      Disability shall mean the
Participant’s permanent and total disability as determined pursuant to Section 22(e)(3) of
the Code.


J.      Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary), subject
to the control and direction of the employer entity as to both the work to be
performed and the manner and method of performance.


K.    Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the
following provisions:


(i)    If the
Common Stock is at the time listed or admitted to trading on the Nasdaq Global
Market, the Fair Market Value shall be the closing selling price per share on
the date in question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq Global Market or any successor system. If
there is no reported closing selling price for the Common Stock on the date in
question, then the closing selling price on the last preceding date for which
such quotation exists shall be determinative of Fair Market Value.


(ii)   If the
Common Stock is at the time listed or admitted to trading on any other Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share on the date in question on that Stock Exchange, as such price is
officially quoted in the composite tape of transactions on such exchange. If
there is no reported sale of Common Stock on such Stock Exchange on the date in
question, then the Fair Market Value shall be the closing selling price on the
exchange on the last preceding date for which such quotation exists.


L.     Good Cause shall mean:


(i)    Participant’s
commission of any act or omission that results in substantial harm to the
business or property of the Corporation (or any Parent or Subsidiary) and that
constitute dishonesty, intentional breach of fiduciary obligation or
intentional wrongdoing, or


(ii)   Participant’s
conviction of a criminal violation involving fraud or dishonesty.


The foregoing
definition shall not in any way preclude or restrict the right of the
Corporation (or any Parent or Subsidiary) to discharge or dismiss Participant
or any other person in the Service of the Corporation (or any Parent or
Subsidiary) for any other acts or omissions, but such other acts or omissions
shall not be deemed, for purposes of the Plan or this Agreement, to constitute
grounds for termination for Good Cause.


M.    Good Reason shall be deemed to exist
with respect to Participant if and only if, without Participant’s express
written consent:


(i)    there is a
significant change in the nature or the scope of Participant’s authority or in
his or her overall working environment;



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(ii)   Participant
is assigned duties materially inconsistent with his or her present duties,
responsibilities and status;


(iii)  there is a
reduction in the sum of Participant’s rate of base salary and target bonus; or


(iv)  the
Corporation changes by fifty-five (55) miles or more the principal location in
which Participant  is required to perform
services;


provided that, in
the case of each such reason, that the Corporation has not cured such condition
within thirty (30) days of written notice by Participant to the Corporation
that such condition exists and constitutes Good Reason.


N.    1934 Act shall mean the Securities
Exchange Act of 1934, as amended.


O.    Participant shall mean the person to
whom the Award is made pursuant to the Agreement.


P.     Parent  shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with
the Corporation, provided each corporation in the unbroken chain (other than
the Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of al classes of stock
in one of the other corporations in such chain.


Q.    Plan  shall mean the Corporation’s
Long Term Incentive Plan.


R.    Plan Administrator shall mean either
the Board or a committee of the Board acting in its capacity as administrator
of the Plan.


S.     Restricted Stock Unit  shall mean
each unit subject to the Award which shall entitle Participant to receive one (1) share
of Common Stock upon the vesting of that unit.


T.     Separation from Service  shall mean
Participant’s termination of Service under the circumstances which are deemed
to constitute a separation from service within the meaning of Code Section 409A
and the applicable Treasury Regulations thereunder.


U.    Service shall mean Participant’s
performance of services for the Corporation (or any Parent or Subsidiary) in
the capacity of an Employee, a non-employee member of the Board or a consultant
or independent advisor. Participant shall be deemed to cease Service
immediately upon the occurrence of either of the following events:  (i) Participant no longer performs services
in any of the foregoing capacities for the Corporation (or any Parent or
Subsidiary) or (ii) the entity for which Participant performs such
services ceases to remain a Parent or Subsidiary of the Corporation, even
though Participant may subsequently continue to perform services for that
entity. Service shall not be deemed to cease during a period of military leave,
sick leave or other personal leave approved by the Corporation; provided, however, that except to
the extent otherwise required by law or expressly authorized by the Plan
Administrator or the Corporation’s written leave of absence policy, no Service
credit shall be given for vesting purposes for any period Participant is on a
leave of absence.


V.    Stock Exchange  shall mean the
American Stock Exchange, the Nasdaq Global Market or the New York Stock
Exchange.


W.   Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.


X.    Withholding Taxes  shall mean the
federal, state and local income and employment taxes required to be withheld by
the Corporation in connection with the vesting and concurrent issuance of the
shares of Common Stock under the Award.



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