ex10_8.htm


    
      

    

    

      EXHIBIT
10.8

      SJW
CORP.

      


      EXECUTIVE
SEVERANCE PLAN

      


      AS
AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2008

      *
* *

       

      The SJW Corp. Executive Severance
Plan (the “Plan”), originally adopted as of January 28, 1999 by SJW Corp.
(“Company”) for the benefit of the Officers (as defined below) of the Company
and/or other members of the Employer Group (as defined below) and as previously
amended as of September 21, 1999 and May 1, 2003, is hereby further amended
and restated effective as of January 1, 2008. The purpose of such restatement is
to conform the provisions of the plan document to the applicable requirements of
Section 409A of the Internal Revenue Code and the Treasury Regulations issued
thereunder.

       

      W I T N E S S E T H:

       

      WHEREAS, the Officers are
currently employed by the Company and/or one or more other members of the
Employer Group (collectively referred to as the “Employer”); and

       

      WHEREAS, the Employer wishes
to retain the services of the Officers and to encourage the Officers to remain
with the Employer; and

       

      WHEREAS, the Company desires
to maintain this Plan to provide security for the Officers in the event their
employment with the Employer is affected under certain circumstances in
connection with a Change in Control (as defined below) affecting Employer;
and

       

      WHEREAS, the benefits provided
under the Plan may be deemed to constitute a deferred compensation arrangement
subject to Section 409A of the Internal Revenue Code and the applicable Treasury
Regulations thereunder; and

       

       WHEREAS, the Company deems it
advisable to amend and restate the provisions of the Plan so that those
provisions comply with the applicable requirements of Section 409A of the
Internal Revenue Code and the Treasury Regulations thereunder.

       

      NOW, THEREFORE, the Plan is
hereby amended and restated as set forth below.

       

      
        	
                1.

              	
                DEFINITIONS. 
      For purposes of this
      Plan:

              


      

       

      (a)           “Beneficiary”
shall mean the person or persons whom the Officer shall designate in writing (on
the form attached hereto as Exhibit B) to receive any benefits to which such
Officer becomes entitled hereunder but which have not been paid or provided
prior to the time of  his or her death. Such designation shall be
valid only if it is made on such form, and the Employer receives that form prior
to the Officer's death.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           “Change
in Control” shall be deemed to take place upon the occurrence of any 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 Company or a person that directly or indirectly controls, is controlled
by, or is under, control with the Company or an employee benefit plan maintained
by the Company or such person, of beneficial ownership (as defined in Rule 13d-3
of the Exchange Act) of securities of the Company that results in such person or
related group of persons beneficially owning securities representing 30% or more
of the combined voting power of the Company’s then-outstanding
securities;

      


      (ii)           A
merger, recapitalization, consolidation, or other similar transaction to which
the Company 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 Company’s outstanding voting securities immediately
before the transaction;

      


      (iii)           A
sale, transfer or disposition of all or substantially all of the Company’s
assets, unless securities representing at least 50% of the combined voting power
of the then-outstanding securities of the entity acquiring the Company’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 Company’s outstanding voting securities immediately
before the transaction;

      


      (iv)           A
merger, recapitalization, consolidation, or other transaction to which the
Company is a party or the sale, transfer, or other disposition of all or
substantially all of the Company’s assets if, in either case, the members of the
Company’s Board of Directors 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 Company’s assets, as the case may be, or a parent thereof (for
this purpose, any change in the composition of the Company’s 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 Company’s  Board of Directors 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;

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      provided,
however, that no Change in Control shall be deemed to occur for purposes
of this Plan if the result of the transaction is to give more ownership or
control of the Company to any person or related group of persons who held
securities representing more than thirty percent (30%) of the combined voting
power of the Company's outstanding securities as of March 3, 2003.

      


      (c)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.

       

      (d)           “Employee”
means an individual for so long as he or she is in the employ of at least one
member of the Employer Group, 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.

       

      (e)           
“Employer Group” means the Company and each member of the group of commonly
controlled corporations or other businesses that include the Company, as
determined in accordance with Sections 414(b) and (c) of the Code and the
Treasury Regulations thereunder, except that in applying Sections 1563(1), (2)
and (3) for purposes of determining the controlled group of corporations under
Section 414(b), the phrase “at least 50 percent” shall be used instead of “at
least 80 percent” each place the latter phrase appears in such sections and in
applying Section 1.414(c)-2 of the Treasury Regulations for purposes of
determining trades or businesses that are under common control for purposes of
Section 414(c), the phrase “at least 50 percent” shall be used instead of “at
least 80 percent” each place the latter phrase appears in
Section  1.4.14(c)-2 of the Treasury Regulations.

       

      (f)           “Employer”
shall mean collectively the Company and each of the other members of the
Employer Group.

       

      (g)           “Good
Cause” shall be deemed to exist with respect to an Officer if, and only
if:

       

      
        	
                 
      

              	
                (1)

              	
                The
      Officer engages in acts or omissions that result in substantial harm to
      the business or property of Employer and that constitute dishonesty,
      intentional breach of fiduciary obligation or intentional
      wrongdoing;

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (2)

              	
                The
      Officer is convicted of a criminal violation involving fraud or
      dishonesty; or

              


      

       

      
        	
                 
      

              	
                (3)

              	
                The
      Officer intentionally and knowingly participates in the preparation or
      release of false or materially misleading financial statements relating to
      the Company’s operations and financial condition or the Officer
      intentionally and knowingly submits any false or erroneous certification
      required of him or her under the Sarbanes-Oxley Act of 2002 or any
      securities exchange on which shares of the Company’s common stock are at
      the time listed for trading.

              


      

       

      (h)           “Good
Reason” shall exist with respect to an Officer if and only if, without the
Officer's express written consent:

       

      
        	
                 
      

              	
                (1)

              	
                there
      is a significant change in the nature or the scope of the Officer's
      authority or in his or her overall working
  environment;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      Officer is assigned duties materially inconsistent with his or her present
      duties, responsibilities and
status;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                there
      is a reduction in the sum of the Officer's rate of base salary and target
      bonus; or

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      provided,
however, that, before the Officer may resign for any Good Reason event,
the Officer must first provide written notice to the Employer identifying such
Good Reason event and the Employer shall have failed to cure such event within
thirty (30) days after receipt of such written notice.

       

      (i)           “Officer”
shall mean any officer of the Employer who has been elected as such by the Board
of Directors of such Employer and is serving as such upon a Change in Control,
unless expressly excluded from coverage under this Plan by the Board of
Directors at the time of such election.  The persons who are Officers
as of January 1, 2008 are set forth on Exhibit A.

       

      (j)           “Plan
Administrator” shall mean the Executive Compensation Committee of the Company’s
Board of Directors.

       

      (k)           “Salary”
shall mean the rate of annual base salary in effect for the Officer on (l) the
date of the Change in Control or, if greater, (2) the date the Officer's
employment with the Employer terminates.

       

      (l)           “Separation
from Service” shall mean the Officer’s cessation of Employee status and shall be
deemed to occur for purposes of the Plan at such time as the level of his or her
bona fide services to be performed as an Employee (or non-employee consultant)
permanently decreases to a level that is not more than twenty percent (20%) of
the average level of services he or she rendered as an Employee during the
immediately preceding thirty-six (36) months (or such shorter period for which
he or she may have rendered such service). Any such determination as to
Separation from Service, however, shall be made in accordance with the
applicable standards of the Treasury Regulations issued under Code Section
409A.  In addition to the foregoing, a Separation from Service will
not be deemed to have occurred while an Employee is on military leave, sick
leave or other bona fide leave of absence if the period of such leave does not
exceed six (6) months or any longer period for which such Employee’s right to
reemployment with one or more members of the Employer Group is provided either
by statute or contract; provided,
however, that in the event of an Employee’s leave of absence due to any
medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of not less than six (6)
months and that causes such individual to be unable to perform his or her duties
as an Employee, no Separation from Service shall be deemed to occur during the
first twenty-nine (29) months of such leave.  If the period of leave
exceeds six (6) months (or twenty-nine (29) months in the event of disability as
indicated above) and the Employee’s right to reemployment is not provided either
by statute or contract, then such Employee will be deemed to have a Separation
from Service on the first day immediately following the expiration of such six
(6)-month or twenty-nine (29)-month period.

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      (m)           “Specified
Employee” shall mean an Officer who is, pursuant to procedures established by
the Plan Administrator in accordance with the applicable standards of Code
Section 409A and the Treasury Regulations thereunder and applied on a consistent
basis for all non-qualified deferred compensation plans of the Employer Group
subject to Code Section 409A, deemed at the time of his or her Separation from
Service to be a “key employee” within the meaning of that term under Code
Section 416(i). The Specified Employees shall be identified on December 31 of
each calendar year and shall have that status for the twelve (12)-month period
beginning on April 1 of the following calendar year.

       

      
        	
                2.

              	
                BENEFITS
      UPON TERMINATION OF EMPLOYMENT.

              


      

       

      (a)           If
(i) at any time during the period beginning with the execution of a definitive
agreement to effect a Change in Control and ending with the earlier of (x) the
termination of that agreement without a Change in Control or (y) the expiration
of the twenty-four (24)-month period measured from the effective date of the
Change in Control contemplated by that agreement, an Officer incurs a Separation
from Service because his or her Employee status is involuntarily terminated by
his or her Employer for any reason other than Good Cause, or (ii) at any time
within the twenty-four (24)-months period measured from the effective date of a
Change in Control, the Officer incurs a Separation from Service as a result of
his or her resignation from Employee status for Good Reason, then the Employer
shall provide that Officer with the following benefits (collectively the “Change
in Control Benefit”), provided and only if such Officer timely delivers the
requisite release under Section 2(b) and such release become effective in
accordance with applicable law:

       

      
        	
                 
      

              	
                (1)

              	
                Cash
      payments equal to that number of years of Salary and target bonus (at the
      level in effect in the year of such cessation of Employee status or, if
      higher, immediately before the Change in Control) specified in Exhibit A
      for such Officer (the “Applicable Multiple”), payable (less any customary
      taxes and withholdings) in successive equal annual installments over the
      period of years equal to the Applicable Multiple. The first such
      installment to be paid on the first day of the first month, within the
      sixty (60) day period measured from the date of the Officer’s Separation
      from Service, on which the release required of the Officer under Section
      2(b) below is effective following the expiration of any applicable
      revocation period. In no event, however, shall such initial payment be
      made later than the later
      of (A) the close of the calendar year in which such Separation from
      Service occurs or (B) the fifteenth (15th) day of the third calendar month
      following the date of such Separation from Service. Each subsequent
      installment shall be paid on each successive one-year anniversary of that
      initial payment date.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                If
      an Officer elects to continue medical care coverage under the Company’s
      group health care plans pursuant to COBRA, Employer will provide such
      coverage, without charge, to the Officer and his or her spouse and
      eligible dependents until the earlier of (x) the last annual installment
      payable under Section 2(a)(1) above or (y) the first date on which Officer
      is covered under another employer’s health benefit program without
      exclusion for any pre-existing medical condition. For the period of such
      coverage hereunder which is coincidental with the Officer’s COBRA
      continuation period, such coverage shall be provided under the Company’s
      group health plans, and to the extent the Officer incurs any taxable
      income with respect to such coverage, the resulting tax liability shall be
      the Officer’s sole responsibility.  Following the completion of
      the period of  COBRA continuation coverage, the same arrangement
      shall continue in effect, to the extent such coverage is to be provided by
      one more insured group health plans maintained by the Company for its
      current and former employees. In the absence of such insured plans, the
      Officer shall, following the expiration of the COBRA coverage period,
      obtain medical care insurance for himself or herself and his or her
      eligible family members The Officer shall submit appropriate evidence of
      each periodic premium paid for such insurance within sixty (60) days after
      the required premium payment date, and to the extent such premium payment
      represents the cost of medical care coverage at a level not greater than
      the level of coverage in effect for the Officer and his or her eligible
      family members at the end of the COBRA coverage period, the Company shall
      within thirty (30) days after such submission reimburse the Officer for
      that premium payment (or applicable portion thereof). The Officer shall
      submit appropriate evidence of any other reimbursable medical expense he
      or she incurs hereunder within sixty (60) days after incurrence, and the
      Company shall reimburse the Officer for such expense within thirty (30)
      days thereafter. During the post-COBRA period for which such medical care
      coverage remains in effect hereunder, the following provisions shall
      govern the arrangement: (a) the amount of medical care expenses or premium
      payments eligible for reimbursement in any one calendar year of such
      coverage (or any in-kind medical care coverage provided in any one
      calendar year) shall not affect the amount of expenses or premium payments
      eligible for reimbursement (or the in-kind benefits to be provided) in any
      subsequent calendar year for which medical care coverage is to be provided
      hereunder; (ii) any reimbursement of medical care expenses or premium
      payments covered hereunder shall be made by the Company as soon as
      administratively practicable following the incurrence of those expenses or
      premium payments, but in no event later than the close of the calendar
      year following the calendar year in which those expenses or premium
      payments were made or incurred; and (iii) the right to such continued
      medical care coverage cannot be liquidated or exchanged for any other
      benefit.

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (3)

              	
                The
      Company will make provisions in its Supplemental Executive Retirement Plan
      (SERP) so that each Officer will, upon a Separation from Service under the
      circumstances set forth in Section 2(a), be credited for purposes of
      computing such Officer's benefits under the SERP with an additional number
      of Years of Service and years of age equal to the number of years of
      continued Salary to which such Officer is, upon his or her Separation from
      Service, entitled by reason of the Applicable Multiple in effect for him
      or her pursuant to Section 2(a)(1) above. In no event, however, shall any
      benefit be payable under the SERP earlier than it otherwise would have
      been paid in the absence of such additional Years of Service and age
      credits.

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (4)

              	
                All
      outstanding stock options held by each Officer will immediately vest and
      become exercisable in full and may be exercised for any or all of the
      underlying shares until the expiration or sooner termination of the option
      term.  All restricted stock unit and other stock awards will
      also immediately vest, and the underlying shares will become issuable in
      accordance with the terms of the applicable award
      agreements.  All outstanding Dividend Equivalent Rights held by
      the Officer at such time will immediately vest, and any shares or cash
      amounts attributable to those rights will be paid to the Officer at the
      same time those shares and amounts would have otherwise been payable in
      the absence of such vesting
acceleration.

              


      

       

      
        	
                 
      

              	
                (5)

              	
                The
      Officer shall, to the extent applicable, also be entitled to the special
      Tax Gross-Up under Section 14 of this Plan as part of his or her Change in
      Control Benefit.

              


      

       

      (b)           The
Officer shall be entitled to only one Change in Control Benefit under this Plan.
The Change in Control Benefit will be provided only if Officer delivers to the
Employer an executed Release Agreement (in substantially the form attached
hereto as Exhibit C) within twenty-one (21) days following his or her Separation
from Service under the circumstances set forth in Section 2(a), and no portion
of the Change in Control Benefit will be provided or paid prior to the
expiration of any applicable revocation period for such Release. No payments
will be made under the Plan to the Officer if such Officer revokes the delivered
Release. In the event that the Officer dies before receiving the full Change in
Control Benefit to which he or she becomes entitled hereunder, his or her
Beneficiary shall be paid the remaining payments as they become
due.

       

      (c)           No
portion of the Change in Control Benefit to which the Officer becomes entitled
under this Plan (other than COBRA continuation coverage) shall actually be paid
or provided to the Officer prior to the earlier of
(i) the first day of the seventh month following the month in his or her
Separation from Service occurs or (ii) the date of his or her death,
if  the Officer is a Specified Employee at the time of such Separation
from Service and such
delay is otherwise required in order to avoid a prohibited distribution under
Code Section 409A(a)(2).  Upon the expiration of the applicable
deferral period, all payments or benefits deferred pursuant to this Paragraph
2(c) shall be paid, reimbursed or provided in a lump sum to the
Officer.

       

      (d)           If
an Officer ceases Employee status under circumstances other than those set forth
in Section 2(a), then the Employer shall have no further obligation with respect
to the Officer under this Plan, and that Officer shall accordingly not be
entitled to any Change in Control Benefit hereunder.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      (e)           A
cessation of Employee status in connection with a Change in Control will not
qualify an Officer for benefits hereunder if the Officer is offered continuing
employment with a successor or controlling entity involved in the Change in
Control, provided that (i) such successor or controlling entity has assumed the
Company's obligations hereunder with respect to such Officer and (ii) the terms
of such continuing employment would not constitute a Good Reason event if
offered by the Company.

       

      
        	
                3.

              	
                NO
      SOLICITATION OF REPRESENTATIVES AND
OFFICERS.

              


      

       

      No
Officer shall, directly or indirectly, in his or her individual capacity or
otherwise, induce, cause, persuade, or attempt to induce, cause or, persuade,
any representative, agent or employee of the Company or any of its affiliates to
terminate such person's employment relationship with the Company or any other
member of the Employer Group, or to violate the terms of any agreement between
such representative, agent or employee and the Company or any other member of
the Employer Group.

       

      
        	
                4.

              	
                CONFIDENTIALITY.

              


      

       

      Preservation
of a continuing business relationship between the Company or other members of
the Employer Group and their respective customers, representatives, and
employees is of critical importance to the continued business success of the
Company and the other members of the Employer Group, and it is the active policy
of the Company and the other members of the Employer Group to guard as
confidential certain information not available to the public relating to the
business affairs of the Company and the other members of the Employer Group. In
view of the foregoing, no Officer shall, without the prior written consent of
the Company, disclose to any person or entity any such confidential information
that was obtained by the Officer in the course of his or her employment with the
Company or any other member of the Employer Group. This Section 4 shall not be
applicable if and to the extent the Officer is required to testify in a
legislative, judicial or regulatory proceeding pursuant to an order of Congress,
any state or local legislature, a judge or an administrative law judge or is
otherwise required by law to disclose such information.

       

      
        	
                5.

              	
                FORFEITURE.

              


      

       

      If an
Officer shall at any time violate any obligation under Section 3 or 4 in a
manner that results in material damage to the Company or any other member of the
Employer Group or its business, such Officer shall immediately forfeit his or
her right to any benefits under this Plan, and the Employer shall thereafter
have no further obligation hereunder to the Officer or his or her Beneficiary or
any other person.

       

      
        	
                6.

              	
                OFFICER
      ASSIGNMENT.

              


      

       

      Neither
the Officer nor his or her Beneficiary shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify, or
otherwise encumber in advance any of the benefits payable hereunder, nor shall
any of such benefits be subject to seizure for thepayment of any debts,
judgments, alimony, or separate maintenance owed by the Officer or his or her
Beneficiary, or be transferable by operation of law in the event of bankruptcy,
insolvency, or otherwise.

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      
        	
                7.

              	
                BENEFITS
      UNFUNDED.

              


      

       

      The Plan
is intended to be unfunded for purposes of Employee Retirement Income Security
Act of 1974 (“ERISA”) and the Internal Revenue Code. The Employer's obligation
under this Plan shall be that of an unfunded and unsecured promise by the
Employer to pay money in the future. All distributions under this Plan shall be
paid from the general assets of the Employer. The right of the Officer or any
Beneficiary to receive a distribution under this Plan shall be an unsecured
claim against the general assets of the Employer, and neither the Officer nor
any Beneficiary shall have any priority rights in or against any assets of the
Employer or Company and its Affiliates and Associates.

       

      
        	
                8.

              	
                APPLICABLE
      LAW.

              


      

       

      Except to
the extent preempted by ERISA or other federal laws, the Plan and all matters
arising under it shall be governed by the laws of the State of
California.

       

      
        	
                9.

              	
                NO
      EMPLOYMENT CONTRACT.

              


      

       

      This Plan
shall not be deemed to constitute a contract of employment between an Officer
and his or her Employer, nor shall any provision hereof restrict the right of
the Employer to discharge the Officer, or restrict the right of the Officer to
terminate his or her employment.

       

      
        	
                10.

              	
                SEVERABILITY.

              


      

       

      In the
event any provision of this Plan is held illegal or invalid, the remaining
provisions of this Plan shall not be affected thereby.

       

      
        	
                11.

              	
                SUCCESSORS.

              


      

       

      The Plan
shall be binding upon and inure to the benefit of the Company and the other
members of the Employer Group participating in the Plan, the Officers and their
respective heirs, representatives and successors. As a condition to any Change
in Control, the new controlling organization or any other person described in
Section 1(b) must agree to assume and to discharge the obligations of the
Employer under this Plan. Upon the occurrence of such event, the term “Employer”
as used in the Plan shall be deemed to refer to such new controlling
organization or other person.

       

      
        	
                12.

              	
                CLAIMS
      PROCEDURE.

              


      

       

      (a)           The
Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have the power, in its discretion, to interpret and make all
determinations as to the eligibility if an Officer to participate in this Plan,
any right of an Officer to benefits under this Plan and the amount of benefits
(if any) to which an Officer may become entitled under this Plan, and its
interpretation or determination thereof in good faith shall be final and
conclusive on the Officer and his or her Beneficiary and shall be subject to
review only to the extent a court concludes that such interpretation or
determination is arbitrary and capricious.  The Plan Administrator
may, from time to time, allocate to one or more of its members (or to any other
person or persons or organizations) any of its power with respect to the
interpretation and determination as to rights to benefits under the
Plan.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      (b)           If
a claim for benefits under the Plan is denied in whole or in part, the claimant
will be notified by the Plan Administrator or its delegate within 90 days after
the date the claim is delivered to the Employer, or 180 days if the claimant is
told that additional time is needed. The notification will be written in
understandable language and will state (i) specific reasons for denial of the
claim, (ii) specific references to Plan provisions on which the denial is based,
(iii) a description (if appropriate) of any additional material or information
necessary for the claimant to perfect the claim and why such material or
information is necessary, and (iv) an explanation of the procedure for reviewing
the denied claim. A claim that is not acted upon within 90 days (or 180 days in
the case of an extension) may be deemed by the claimant to have been
denied.

       

      (c)           Within
60 days after a claim has been denied, or deemed denied, the claimant or his or
her authorized representative may make a request for a review by submitting to
the Plan Administrator a written statement (a) requesting a review of the denial
of the claim; (b) setting forth all of the grounds upon which the request for
review is based and any facts in support thereof; and (c) setting forth any
issues or comments which the claimant deems relevant to the claim. The claimant
may review pertinent documents relating to the denial.

       

      (d)           The
Plan Administrator shall make a decision on review within 60 days after the
receipt of the claimant's request for review or receipt of all additional
materials reasonably requested by the Plan Administrator from the claimant,
unless an extension of time for processing a review is required, in which case
the claimant will be notified, and a decision will be made within 120 days after
receipt of the request for review. The decision will be in writing, and in
understandable language. It will give specific references to the Plan provisions
on which the decision is based. The decision of the Plan Administrator on review
shall be final and conclusive upon all persons except to the extent it is found
by a court to be arbitrary or capricious.

       

      
        	
                13.

              	
                AMENDMENT
      AND TERMINATION.

              


      

       

      (a)           The
Company shall have the right to amend this Plan from time to time and may
terminate this Plan at any time; provided that (i) within twenty-four (24)
months following a Change in Control, no amendment may be made that diminishes
any Officer's right to benefits under this Plan in the event of a Separation
from Service under the circumstances set forth in  Section 2(a) and
(ii) no amendment or termination may adversely affect an Officer's rights to
benefits that he or she would have received under this Plan with respect to a
Change in Control (as defined herein immediately before such amendment or
termination) that occurs (or with respect to which a definitive agreement is
executed) within twenty-four (24) months after the date of such amendment or
termination.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (b)           This
Section 13 may not be amended in any manner that would adversely affect any
Officer's rights hereunder without his or her consent. In addition, no amendment
or termination of this Plan shall modify the distribution and payment provisions
(including the form and timing of such distribution or payment) in effect for
the Change in Control Benefit or any other amount to be provided
hereunder.

       

      
        	
                14.

              	
                TAXES;
      SPECIAL TAX GROSS-UP.

              


      

       

      (a)           It
is intended that this Plan shall be a non-qualified deferred compensation plan
and that any right to payments hereunder shall not be treated as taxable income
to the Officer or any Beneficiary prior to distribution thereof. Any payments
made under this Plan shall be subject to the Employer’s collection of all
applicable withholding taxes, and the Officer shall only receive the net amount
remaining after such withholding taxes have been collected.

       

      (b)           If
an Officer qualifies for a Change in Control Benefit hereunder, he or she shall
receive as part of such benefit a special cash payment (the “Tax Gross-Up”)
sufficient to reimburse him or her on an after-tax basis for any excise tax
imposed, pursuant to Code Section 4999 or any successor provision or
similar tax (“Excise Tax”), on such Officer with respect to the entire Change in
Control Benefit and any other compensation from his or her Employer deemed to
constitute a parachute payment under Code Section 280G, so that such Officer
does not incur any out-of-pocket cost with respect to such Excise
Tax.  The amount of any such Tax Gross-Up will be determined pursuant
to the following formula and will be subject to the Employer’s collection of all
applicable federal, state and local income and employment with withholding taxes
and any Excise Tax:

       

      X = Y / (1 - (A + B + C)), where

       

      X is the total dollar amount
of the Tax Gross-Up payable to the Officer.

       

      Y is the total Excise Tax
imposed on the Officer.

       

      A is the Excise Tax rate in
effect at the time.

       

      B is the highest combined
marginal federal income and applicable state income tax rate in effect for the
Officer, after taking into account the deductibility of state income taxes
against federal income taxes to the extent allowable, for the calendar year in
which the Tax Gross-Up is paid.

       

      C is the applicable Hospital
Insurance (Medicare) Tax Rate in effect for the Officer for the calendar year in
which the Tax Gross-Up is paid.

       

      (c)           Within
thirty (30) days after any Change in Control transaction in which one or more of
the Change in Control Benefits paid or provided to the Officer constitute, in
the opinion of the Officer’s tax advisor, parachute payments under Code
Section 280G for which the Officer is liable for an Excise Tax, the Officer
shall identify the nature of those parachute payments to the Company and submit
to the Company the calculation of the Excise Tax attributable to
those  payments and the Tax Gross-Up to which the Officer is entitled
with respect to such tax liability.  Within thirty (30) days after the
date of the  Officer’s Separation from Service under the circumstances
set forth in Section 2(a), the Officer shall identify to the Company the nature
of any additional parachute payments which such Officer is to receive pursuant
to this Plan in connection with such Separation from Service and submit to the
Company the calculation of the Excise Tax attributable to those payments and the
Tax Gross-Up to which the Officer is entitled with respect to such tax
liability.  In each such instance, the Company will pay the applicable
Tax Gross-Up to the Officer (net of all applicable withholding taxes, including
any taxes required to be withheld under Code Section 4999) within ten (10)
business days after the Officer’s submission of the calculation of such Excise
Tax and the resulting Tax Gross-Up or (if later) at the time such Excise Tax is
remitted to the appropriate tax authorities, provided that (i) such calculations
represent a reasonable interpretation of the applicable law and regulations and
(ii) to the extent the Tax Gross-Up is attributable to any Change in Control
Benefit triggered by the Officer’s Separation from Service, that portion of the
Tax Gross-Up shall be subject to the delayed payment provisions of Section
2(c).


      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      (d)           In
the event that the Officer’s actual Excise Tax liability is determined by a
Final Determination to be greater than the Excise Tax liability taken into
account for purposes of the Tax Gross-Up paid to the Officer pursuant to the
preceding provisions of this Section 14, then within ninety (90) days
following the Final Determination, the Officer shall submit to the Company a new
Excise Tax calculation based upon that Final Determination.  The
Company shall pay the Officer the additional Tax Gross-Up attributable to that
excess Excise Tax liability within ten (10) business days thereafter or (if
later) at the time the additional Excise Tax is remitted to the appropriate tax
authorities, provided that (i) such calculations represent a reasonable
interpretation of the applicable law and regulations and (ii) to the extent the
Tax Gross-Up is attributable to any Change in Control Benefit triggered by the
Officer’s Separation from Service, that portion of the Tax Gross-Up shall be
subject to the delayed payment provisions of Section 2(c).

       

      (e)           In
the event that the Officer’s actual Excise Tax liability is determined by a
Final Determination to be less than the Excise Tax liability taken into account
for purposes of the Tax Gross-Up paid to the Officer pursuant to the preceding
provisions of this Section 14, then the Officer shall refund to the
Company, promptly upon receipt, any federal or state tax refund attributable to
the Excise Tax overpayment.

       

      (f)           For
purposes of this Section 14, a “Final Determination” means an audit
adjustment by the Internal Revenue Service that is either (i) agreed to by
both the Officer (or his estate) and the Company (such agreement by the Company
to be not unreasonably withheld) or (ii) sustained by a court of competent
jurisdiction in a decision with which the Officer and the Company concur (such
concurrence by the Company to be not unreasonably withheld) or with respect to
which the period within which an appeal may be filed has lapsed without a notice
of appeal being filed.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (g)           In
order to assure that the Tax Gross-Up provisions of this Section 14 comply with
the applicable requirements of Code Section 409A, the following limitations
shall be controlling, notwithstanding anything to the contrary in the preceding
provisions of this Section 14:

       

      (i)        
   In no event shall any Tax Gross-Up to which the Officer
becomes entitled pursuant to this Section 14 be made later than the close of the
calendar year following the calendar year in which the Excise Tax triggering the
right to such payment is remitted to the appropriate tax
authorities.

       

      (ii)           To
the extent the Officer may become entitled to any reimbursement of expenses
incurred by him or her at the direction of the Company in connection with any
tax audit or litigation addressing the existence or amount of the Excise Tax,
such reimbursement shall be paid to the Officer no later than the close of the
calendar year following the calendar year in which the Excise Tax that is the
subject of such audit or litigation is remitted to the appropriate tax
authorities or, if no Excise Tax is found to be due as a result of such audit or
litigation, no later than the close of the calendar year following the calendar
year in which the audit is completed or there is a final and nonappealable
settlement or other resolution of the litigation.

       

      IN WITNESS WHEREOF, the
Company has caused this Amended and Restated Executive Severance Plan to be
executed in its name by its duly authorized officer, all as of this ____ day of
____________, 2008.

       

       

      
        	 
      	
                SJW
  CORP.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                TITLE:

              	 
      	 
      


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      EXHIBIT
A


       

      OFFICERS

       

      
        	
                Officer

              	
                Years
      of Salary Continuation

              
	
                G.J. Belheumeur,
      Senior Vice President - Operations, San Jose Water Company

              	
                Three
      (3) years

              
	
                A. Yip,
      Chief Financial Officer and Treasurer, SJW Corp. and San Jose Water
      Company

              	
                Three
      (3) years

              
	
                P.L.
      Jensen, Vice President -  Regulatory Affairs, San Jose Water
      Company

              	
                Three
      (3) years

              
	
                S.
      Papazian, Corporate Secretary/Attorney, SJW Corp. and San Jose Water
      Company

              	
                Three
      (3) years

              
	
                R.S. Yoo,
      Chief Operating Officer, San Jose Water Company

              	
                Three
      (3) years

              
	
                D.R. Drysdale,
      Vice President – Information Systems, San Jose Water
    Company

              	
                Three
      (3) years

              
	
                A.J.
      Elliott, Controller, San Jose Water Company

              	
                Three
      (3) years

              
	
                W. Richard
      Roth, President and Chief Executive Officer, SJW Corp. and San Jose Water
      Company

              	
                Three
      (3) years

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      EXHIBIT
B


       

      DESIGNATION OF
BENEFICIARIES

       

      I, hereby
designate the following person(s) as my Beneficiary(ies) under the SJW Corp.
Executive Severance Plan (the “Plan”) to receive any amounts that might be
payable as of the date of my death:

       

      
        	
                Name:

              	 
      	 
      	
                Percentage:
      

              	 
      	
                %

              
	 	 	 	
                 

              	 	 
	
                Address:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 
	
                Name:

              	 
      	 
      	
                Percentage:

              	 
      	
                %

              
	 	 	 	 	 	 
	
                Address:

              	 
      	 
      	 
      


      

       

      This
designation supersedes all prior Beneficiary designations I have made under the
Plan.

       

      
        	
                DATED:

              	 	,
      20	 	 	 
      	 


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      EXHIBIT
C


       

      RELEASE
AGREEMENT

       

      This
Release Agreement (“Release”) was given to me, _____________________
(“Officer”), this ____ day of ____________, 20___, by
________________________ (the “Employer”). At such time as this Release becomes
effective and enforceable (i.e., the revocation period discussed below has
expired), and assuming Officer is otherwise eligible for payments under the
terms of the SJW Corp. Executive Severance Plan (the “Plan”), Employer agrees to
pay Officer pursuant to the terms of the Plan an amount equal to $________
payable in ________ (___) equal annual installments (minus customary payroll
taxes and withholdings).

       

      In
consideration of the receipt of the promise to pay such amount, Officer hereby
agrees, for himself or herself, his or her heirs, executors, administrators,
successors and assigns (hereinafter referred to as the “Releasors”), to fully
release and discharge the Employer and its officers, directors, employees,
agents, insurers, underwriters, subsidiaries, parents, affiliates, associates,
successors and assigns (hereinafter referred to as the “Releasees”) from any and
all actions, causes of action, claims, obligations, costs, losses, liabilities,
damages and demands under any federal, state or local law or laws, or common
law, whether or not known, suspected or claimed, which the Releasors have, or
hereafter may have, against the Releasees arising out of or in any way related
to Officer's employment with the Employer or the termination of that employment,
including (without limitation) claims of wrongful discharge, emotional distress,
defamation, fraud, breach of contract, breach of the covenant of good faith and
fair dealing, discrimination claims based on sex, age, race, national origin,
disability or any other basis under Title VII of the Civil Rights Act of 1964,
as amended, the California Fair Employment and Housing Act, the Federal Age
Discrimination in Employment Act of 1967, as amended (“ADEA”),  the
Americans with Disability Act, contract claims, tort claims, and wage or benefit
claims, including (without limitation) claims for salary, bonuses, commissions,
stock grants, stock options, vacation pay, fringe benefits, severance pay or any
other form of compensation (other than the payments and benefits to which
Officer is entitled under the Plan, his or her vested rights under the San Jose
Water Company Section 401(k) Plan, the San Jose Water Company Retirement Plan,
the San Jose Water Company Supplemental Executive Retirement Plan and any
worker’s compensation benefits under any workers’ compensation insurance policy
or fund).

       

      In
releasing claims unknown to Officer at present, Officer is waiving all rights
and benefits under Section 1542 of the California Civil Code, and any law or
legal principle of similar effect in any jurisdiction:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”

       

      This
Release and Waiver does not pertain to any claims which may subsequently arise
in connection with the Employer’s default in any of its payment obligations
under the Plan.

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Officer
acknowledges that, among other rights subject to his or her Release and Waiver,
Officer is hereby waiving and releasing any rights he or she may have under
ADEA, that this Release and Waiver is knowing and voluntary, and that the
consideration given for this Release and Waiver is in addition to anything of
value to which Officer was already entitled from the
Employer.  Officer further acknowledges that he or she has been
advised, as required by the Older Workers Benefit Protection Act,
that:  (a) the Release and Waiver granted herein does not relate to
claims which may arise after this Release and Waiver is executed; (b) he or she
has the right to consult with an attorney prior to executing this Release and
Waiver (although Officer may choose voluntarily not to do so); and if Officer is
over 40 years old upon execution of this; (c) Officer has  twenty-one
(21) days from the date of termination of his or her employment with the
Employer in which to consider this Release and Waiver (although Officer may
choose voluntarily to execute this Release and Waiver earlier); (d) Officer has
seven (7) days following the execution of this Release and Waiver to revoke his
or her consent to this Release and Waiver; and (e) this Release and Waiver shall
not be effective until the seven (7)-day revocation period has
expired.

       

      In case
any part of this Release is later deemed to be invalid, illegal or otherwise
unenforceable, Officer agrees that the legality and enforceability of the
remaining provisions of this Release will not be affected in any
way.

      


       

      
        	
                Dated:______________,
      ______

              	 
      	 
      
	 
      	 
      	
                (“Officer”)

              


      

      
 

      17