EXHIBIT 10.22


SJW CORP.


RESTRICTED STOCK
UNIT ISSUANCE AGREEMENT


RECITALS


A.    The Board
has adopted the Plan for the purpose of retaining the services of selected
Employees of 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 the Participant, as of the Award Date, Restricted
Stock Units under the Plan. Except as otherwise provided in this Agreement, the
Restricted Stock Units shall vest upon the attainment of a pre-established
performance objective tied to total shareholder return measured over a
specified period, provided the Participant continues in Service through the
completion date of that measurement period. Each Restricted Stock Unit which so
vests shall entitle the Participant to receive one share of Common Stock on the
specified issue date. The number of shares of Common Stock subject to the
awarded Restricted Stock Units, the applicable performance target for the
vesting of those shares, the alternative and special vesting provisions which
may become applicable to such shares, the date on which the 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 SUMMARY




	
  Award Date:

  	
   

  	
                        ,
  20    

  
	
  Number of Shares Subject
  to Award:

  	
   

  	
                  
  shares of Common Stock (the “Shares”)

  
	
  Vesting Schedule:

  	
   

  	
  The Shares shall vest
  upon the attainment of the Performance Objective set forth in attached
  Schedule I, provided the Participant continues in Service through the
  completion of the Measurement Period. However, the Shares may also vest in
  accordance with the alternative vesting provisions of Paragraph 4 of this
  Agreement and the special vesting provisions of Paragraph 6 of this
  Agreement.

  

















 




	
  Issuance Schedule

  	
   

  	
  Except as otherwise
  expressly provided in this Agreement, the Shares in which the Participant
  vests in accordance with the provisions of this Agreement (including the
  foregoing Vesting Schedule) will become issuable on the date (the “Issue
  Date”) upon which occurs the earliest
  of the following dates or events: (i)                  ,
  20   , (ii) the date of the Participant’s
  cessation of Service or (iii) the closing date of a Change in Control
  transaction which results in the accelerated vesting of the Restricted Stock
  Units pursuant to Paragraph 6(c) of this Agreement. The actual issuance
  of the Shares shall be subject to the Corporation’s collection of all
  applicable Withholding Taxes and shall be effected on the applicable Issue
  Date or as soon as administratively practicable thereafter, but in no event
  later than the close of the calendar year in which such Issue Date occurs or
  (if later) the fifteenth (15th) day of the third (3rd) calendar month
  following such Issue Date. The procedures pursuant to which the applicable
  Withholding Taxes are to be collected are set forth in Paragraph 8 of this
  Agreement.

  






 


2.   Limited Transferability.   Prior
to actual receipt of the Shares which vest and become issuable hereunder, the
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 the Participant’s death may be transferred pursuant to the
provisions of the Participant’s will or the laws of inheritance or to the
Participant’s designated beneficiary or beneficiaries of this Award. The
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 the Participant and/or his or her family members. The 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 below, should the Participant cease
Service for any reason prior to the completion of the Measurement Period, then
the Restricted Stock Units subject to this Award shall be immediately cancelled,
and the Participant shall cease to have any right or entitlement to receive any
Shares under those cancelled units.


4.   Alternative Vesting.


(a)    Should any
of the following events occur prior to the completion of the Measurement
Period: (i) the termination of the Participant’s Service by reason of
death or Permanent Disability, (ii) the Participant’s resignation from
Service for Good Reason  or (iii) the
Corporation’s termination of the Participant’s Service other than for Good
Cause, then all the Restricted Stock Units shall immediately vest, and the
Participant shall thereupon become entitled to the Shares underlying those
vested units.


(b)   The Shares
to which the Participant becomes entitled pursuant to Paragraph 4(a) shall
be issued on the Issue Date triggered by his cessation of Service. Such
issuance shall be subject to the Corporation’s collection of the applicable
Withholding Taxes.


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


6.   Change of 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 



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with a cash retention
program of the successor entity which preserves the Fair Market Value of any
unvested shares of Common Stock subject to the Award at the time of the Change
in Control and provides for subsequent payout of that value in accordance with
the same vesting provisions and Issue Date requirements applicable to the Award.
No accelerated vesting of the Restricted Stock Units shall occur in the event
of such assumption or continuation of the Award or such replacement of the
Award with a cash retention program. However, the vesting provisions in effect
for the Award following the Change in Control shall no longer be tied to the
attainment of the Performance Objective set forth in Schedule I and shall
instead be converted into the following Service-vesting schedule:


(i)    The Award
(whether in its assumed or continued form or as converted into a cash retention
program) shall vest in full upon the Participant’s continuation in Service
through                     ,
20   . Following the completion of such Service vesting
period, the securities, cash or other property underlying the vested Award
shall be issued on the applicable Issue Date.


(ii)   Should any
of the following events occur after such Change in Control but prior to                     ,
20   : (A) the termination of the Participant’s
Service by reason of death or Permanent Disability, (B) the Participant’s
resignation from Service for Good Reason 
or (C) the termination of the Participant’s Service other than for
Good Cause, then the Award shall immediately vest in full, and the securities,
cash or other property underlying the Award shall be issued on the Issue Date
triggered by such cessation of Service.


(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 their Common Stock in consummation of the Change in Control, the successor
corporation may, in connection with the assumption or continuation of the 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)    If the
Restricted Stock Units subject to this Award at the time of the Change in
Control are not so assumed or otherwise continued in effect or replaced with a
cash retention program under Paragraph 4(a), then those units will vest
immediately prior to the closing of the Change in Control. The Shares subject
to those vested units will be issued on the Issue Date triggered by such
accelerated vesting (or will otherwise be 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 and
distributed at the same time as such stockholder payments), subject to the
Corporation’s collection of the applicable Withholding Taxes pursuant to the
provisions of Paragraph 8.


(d)   This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, 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.   In
the event of any of the following transactions affecting the outstanding shares
of Common Stock as a class without the Corporation’s receipt of consideration:
any stock split, stock dividend, spin-off transaction, recapitalization,
extraordinary dividend or distribution, combination of shares, exchange of
shares or other similar transaction affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration or in the event of any
merger, consolidation or reorganization, equitable adjustments shall be made to
the total number and/or class of securities issuable 



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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.   Issuance of Shares of Common Stock/Collection of
Withholding Taxes.


(a)    On the
applicable Issue Date, the Corporation shall issue to or on behalf of the
Participant a certificate (which may be in electronic form) for the applicable
number of underlying shares of Common Stock, subject, however, to the
Corporation’s collection of the applicable Withholding Taxes.


(b)   The
Corporation shall collect the applicable Withholding Taxes with respect to the
vested Shares issued hereunder through an automatic share withholding procedure
pursuant to which the Corporation will withhold, at the time of such issuance,
a portion of the  Shares with a Fair
Market Value (measured as of the Issue 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 tax withholding obligations using the minimum statutory
withholding rates for federal and state tax purposes that are applicable to
supplemental taxable income. In the event payment is made in a form other than
the Shares, the Corporation shall collect from the Participant the applicable
Withholding Taxes pursuant to such procedures as the Corporation deems
appropriate under the circumstances.


(c)    Notwithstanding
the foregoing provisions of Paragraph 8(b), the employee portion of the
federal, state and local employment taxes required to be withheld by the
Corporation in connection with the vesting of the Shares (the “Employment Taxes”)
shall in all events be collected from the Participant no later than the last
business day of the calendar year in which the Shares vest hereunder. Accordingly,
to the extent the Issue Date for one or more vested Shares is to occur in a
year subsequent to the calendar year in which those Shares vest, the
Participant shall, on or before the last business day of the calendar year in
which the Shares vest, deliver to the Corporation a check payable to its order
in the dollar amount equal to the Employment Taxes required to be withheld with
respect to those Shares.


(d)   Except as
otherwise provided in Paragraph 6(c) 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 the 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 (or other property)
which become issuable or payable hereunder by reason of the Participant’s
Separation from Service shall actually be issued to the Participant prior to
the earlier of (i) the expiration
of the six (6)-month period measured from the date of his Separation from
Service or (ii) the date of his death, if the 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 (or
other property) deferred pursuant to this Paragraph 9 shall be issued in a lump
sum to the Participant.


10.   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 on which the Common Stock may
be listed for trading at the time of such issuance.



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11.   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.


12.   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.


13.   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.


14.   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.


15.   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.


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




	
  

  	
   

  	
  SJW CORP.

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  [PARTICIPANT]

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
  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 the Participant pursuant to the terms of this
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), 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 which, when added to other acquisitions effected by such person or
related group during the twelve (12)-month period ending with the most recent
acquisition, represent thirty-five percent (35%) or more of the total 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 more than 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 twelve (12) 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 thirty-five percent (35%) or more 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
shares of the Corporation’s common stock.


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


I.      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.


J.      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 for that particular Stock Exchange.
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.


K.    Good Cause shall be deemed to
exist if, and only if: (i) Participant engages in acts or omissions that
result 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 is
convicted of a criminal violation involving fraud or dishonesty.


L.     Good Reason shall mean the
occurrence of any of the following events without Participant’s express written
consent: (i) his removal from any of the following positions:                      
and                  ,
or any other significant change in the nature or the scope of his authority or
overall working environment; (ii) the assignment to Participant of duties
materially inconsistent with his duties, responsibilities and status as                     
and                     ;
(iii) a reduction in Participant’s rate of base salary or target annual
bonus,  other than a reduction in an amount
not in excess of fifteen percent (15%) of either his base salary or the sum of
his base salary and target annual bonus pursuant to a uniform reduction in the
base salary or target bonus payable to all senior executives of the Corporation
to which Participant and the Executive Compensation Committee have mutually
agreed and which occurs prior to a Change in Control; (iv) a change by the
Corporation by [fifty-five] ([55])  miles or more
of the principal location at which Participant is required to perform
Participant’s services hereunder or [(v) a material breach by the
Corporation of any of its obligations under its employment agreement with the
Participant dated                      ,
        (or any successor agreement)
which remains uncured for more than thirty (30) days following Participant’s
written notice to the Board in which Participant specifically identifies the
material breach which has occurred].


M.    Measurement Period shall mean the
period over which the Performance Objective is to be measured. That period
shall be the           -year
period measured from                   ,
20    to                   ,
20   .



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


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 all classes of
stock in one of the other corporations in such chain.


Q.    Performance Objective shall the
attainment of the total shareholder return objective set forth in attached
Schedule I, as calculated over the specified Measurement Period.


R.    Permanent Disability  shall mean the
Participant’s inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment expected to result
in death or to be of continuous duration of twelve (12) months or more.


S.     Plan shall mean the Corporation’s
Long-Term Incentive Plan.


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


U.    Restricted Stock Unit shall mean
each unit subject to this Award which shall entitle the Participant to receive
one share of Common Stock under the Plan at a designated time following the
vesting of that unit.


V.    Separation from Service shall mean
the Participant’s termination of Service under circumstances which are deemed
to constitute a separation from service within the meaning of Code Section 409A
and the applicable Treasury Regulations thereunder.


W.   Service shall mean the 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 of directors or
a consultant or independent advisor. For purposes of this Agreement,
Participant shall be deemed to cease Service immediately upon the occurrence of
the 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 the period
of any such leave does not exceed six (6) months or such longer duration
for which the Participant is provided with re-employment rights by law or by
written agreement with the Corporation. 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 purposes
of the Service-vesting provisions of the Agreement for any period Participant
is on a leave of absence.


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


Y.    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.


Z.     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.



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SCHEDULE I


PERFORMANCE
OBJECTIVE



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