ex10_22.htm


    
      

    

    EXHIBIT
10.22

    SJW
CORP.

    DEFERRAL ELECTION
PROGRAM  FOR NON-EMPLOYEE BOARD MEMBERS

    


    AS AMENDED AND RESTATED
JANUARY   30, 2006

    AND AS FURTHER AMENDED JUNE
_1_, 2006 AND  DECEMBER 6, 2007

    


     

    
      	
              I.

            	
              PURPOSE
      OF RESTATEMENT.

            


    

     

    A.           The
Amended and Restated Annual Retainer Fee Deferral Program (the “Program”) became
effective upon adoption by the Executive Compensation Committee of the Board of
Directors of SJW Corp.  (the “Corporation”) at the January 30, 2006
meeting.  The June 1, 2006 amendment to the Program was intended to
bring the Program into compliance with the applicable requirements of Section
409A of the Internal Revenue Code, effective as of January 1, 2005. The December
6, 2007 amendment to the Program is intended to (i) phase-out the existing
dividend equivalent rights under the Program, (ii) effect certain changes to the
investment return on the compensation deferred under the Program after December
31, 2007 and (iii) bring the Program into documentary compliance with the
applicable requirements of Section 409A of the Internal Revenue Code and the
final Treasury Regulations thereunder, effective as of January 1,
2008.

     

    B.           The
objectives of the Program as so restated are to (i) continue to promote the
long-term success of the Corporation by linking incentive opportunities for
non-employee members of the Board to the performance of the Corporation and (ii)
expand the elements of compensation which such Board members may elect to defer
under the Program to include retainer fees for service on any Board committee
and fees for attendance at Board and Board committee meetings.

     

    C.           In
connection with such restated objectives, the Program was renamed the SJW Corp.
Deferral Election Program for Non-Employee Board Members, effective June 1,
2006.

     

    
      	
              II.

            	
              ELIGIBILITY.

            


    

     

    Each  non-employee
member of the Corporation’s Board of Directors is eligible to participate in the
Program.

     

    
      	
              III.

            	
              DEFERRAL
      AWARDS.

            


    

     

    A.            Term of
Program.  The following fees payable to an eligible Board
member for each calendar year, beginning with the 2007 calendar year, may be
deferred under the Program as restated June 1, 2006: (i) the annual retainer fee
for his service as a non-employee member of the board of directors of the
Corporation or any affiliated entity (with each such board to be separately
referred to herein as the “Board”), (ii) the annual retainer fee for his service
as a non-employee member of any committee of each such Board, (iii) the
attendance fee for each meeting of each such Board which is scheduled for such
calendar year prior to the start of that calendar year and (iv) the attendance
fee for each meeting of each  committee of each such Board on which
such individual  serves which is scheduled for such calendar year
prior to the start of that calendar year. Such retainer and scheduled meeting
fees for each calendar year for which the restated Program continues in effect
shall hereinafter be collectively referred to as the “Annual Service
Fees.”  Fees for Board or Board committee meetings which occur during
a particular calendar year but which were not scheduled prior to the start of
that calendar year cannot be deferred under the Program.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B.            Deferral
Procedure.  Each non-employee member of the Corporation’s Board
of Directors (“Participant”) may elect to defer the following percentages of the
Annual Services Fees for any calendar year by completing and filing with the
Corporation a Deferral Election Form for that calendar year:

     

    -           either
fifty percent (50%) or one hundred percent (100%) of the portion of the Annual
Service Fees attributable to the retainer fees for service on
each  Board and each committee of such Board on which the Participant
serves, and

     

    -           one
hundred percent (100%) of the portion of the Annual Service Fees attributable to
the meeting fees of each Board and each committee of such Board on which the
Participant serves.

     

    C.             Filing of Election.  Such
election must be filed on or before December 31 of the calendar year preceding
the particular calendar year for which the Annual Service Fees subject to that
election are to be earned.  Each such election shall become
irrevocable on that December 31 filing deadline and cannot be modified for any
reason thereafter.

     

    D.             Separate
Account.  For each calendar year for which the Participant
defers all or part of his Annual Service Fees, a separate Deferral Election
Account shall be established and credited with the amount of the Annual Service
Fees deferred for that year.  The Participant’s right to receive the
balance credited to such Account, whether denominated as a dollar amount or in
deferred shares of the Corporation’s Common Stock, shall be an unfunded and
unsecured right of a general creditor.

     

    E.            
Form of Deferral for
Pre-2008 Annual Service Fees.  The Annual Service Fees for any
pre-2008 calendar year that were deferred under the Program and credited to the
Participant’s Deferral Election Account for that year were converted into
deferred shares of Common Stock subject to the terms of this
Program.  Such conversion was effected on the first business day of
each such pre-2008 calendar year by dividing (i) the dollar amount of the Annual
Service Fees deferred for that year by (ii) the Fair Market Value per share of
the Corporation’s Common Stock on the business day immediately prior to such
conversion date.


    
      
         


      

      
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    F.              Form of Deferral for
Post-2007 Annual Service Fees.  The Annual Service Fees for any
post-2007 calendar year that are deferred under the Program will be credited as
a dollar amount to the Deferral Election Account established for the Participant
for that particular year.  The account will subsequently be credited
with a fixed rate of interest, compounded semi-annually and periodically reset
in accordance with the following procedures:

     

    -           For
each calendar year, beginning with the 2008 calendar year, in which there is a
balance credited to such Deferral Election Account, the fixed rate of interest
shall be equal to the lower of (i) the then current 30-year long-term borrowing
cost of funds to San Jose Water Company (or the equivalent thereof), as measured
as of the start of such calendar year, or (ii) 120% of the long-term Applicable
Federal Rate determined as of the start of such calendar year and based on
semi-annual compounding.

     

    G.             Vesting.  The
Deferral Election Account established for the Annual Service Fees for a
particular calendar year that are deferred in whole or in part under the Program
shall  vest in accordance the following provisions:

     

    -           the
portion of such account attributable to the annual retainer fee for service as a
non-employee member of each  Board on which the Participant serves
will vest in twelve (12) equal monthly installments upon the Participant’s
completion of each month of such Board service during the calendar year to which
that award relates;

     

    -           the
portion of the account attributable to the annual retainer fee for service as a
non-employee member of any Board committee will vest in twelve (12) equal
monthly installments upon the Participant’s completion of each month of such
committee service during the calendar year to which that award relates;
and

     

               -           the
portion of the account attributable to meeting fees for  each Board or
each committee of such Board on which  the Participant
serves  will vest in twelve (12) equal monthly installments upon the
Participant’s completion of each month of service on that Board during the
calendar year to which those meeting fees relate.

     

    
      	
              IV.

            	
              DIVIDEND
      RIGHTS.

            


    

     

    A.           Effective
through December 31, 2017 or such earlier date as the deferred shares of Common
Stock credited to one or more of the Participant’s Deferral Election Accounts
may be distributed, the Participant shall have the following dividend equivalent
rights with respect to those deferred shares:

     

    (i)           Each
time a dividend is paid on the outstanding Common Stock while one or more
deferred shares of Common Stock remain credited to the Participant’s Deferral
Election Accounts, each of those Accounts will be credited with a dollar amount
equal to the dividend paid per share multiplied by the number of shares of
deferred Common Stock at the time credited to such Account and not otherwise
distributed prior to the record date for the dividend. As of the first business
day in January of each year, the cash dividend equivalents so credited to each
Deferral Election Account for the immediately preceding calendar year will be
converted into additional deferred shares of Common Stock by dividing (i) those
cash dividend equivalent amounts by (ii) the average of the Fair Market Value
per share of Common Stock on each of the dates in the immediately preceding year
on which dividends were paid.


    
      
         


      

      
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    (ii)           All
of the deferred shares of Common Stock credited to the Participant’s Deferral
Election Accounts as of December 31, 2007 (including the deferred shares of
Common Stock resulting from the conversion of the 2007 calendar year cash
dividends) shall be consolidated into a special Earmarked Account. The
Participant’s dividend equivalent rights with respect to the deferred shares of
Common Stock credited to that Earmarked Account shall remain in effect only
through December 31, 2017 or any earlier date the deferred shares of Common
Stock credited to that Earmarked Account may be distributed to the Participant
pursuant to the special distribution election set forth in Section IV.B below.
Accordingly, the Participant’s existing dividend equivalent rights shall in no
event continue beyond the conversion of the cash equivalent dividends credited
to his Earmarked Account for the 2017 calendar year, which will occur on the
first trading day in January 2018. All amounts attributable to the Participant’s
continuing dividend equivalent rights hereunder shall be credited to his
Earmarked Account in accordance with the procedure set forth in subparagraph (i)
above.

     

    B.           In
conjunction with the phase-out of the dividend equivalent rights on the
Earmarked Account, each Participant shall have until December 31, 2007 in which
to make an election to receive a distribution from his Earmarked Account in
either (i) a lump sum distribution in any calendar year within the ten (10)-year
period from the 2009 calendar year to the 2018 calendar year or (ii) an
installment distribution effected over a five (5) or ten (10) year period within
that ten (10)-year period. The amount distributable from such Earmarked Account
would be equal to the number of deferred shares of Common Stock credited to that
account as of December 31, 2007 plus the number of additional deferred shares of
Common Stock subsequently credited to that account by reason of the dividend
equivalent rights existing on those deferred shares during the period prior to
their distribution. The actual distribution shall be made in January of each
applicable year and will be in the form of shares of Common Stock issued under
the Corporation’s Long-Term Incentive Plan (the “Plan”). If an installment
distribution is elected, then the number of shares to be distributed each
January will be determined by dividing the total number of deferred shares of
Common Stock credited to the Participant’s Earmarked Account at that time by the
remaining number of installments, including the current installment.
Alternatively, the Participant may defer the distribution of his Earmarked
Account until his cessation of service as a Board member and receive such
distribution in accordance with Section V below.  The appropriate form
for making a distribution election pursuant to this Section IV.B shall be
provided to each Participant prior to the December 31, 2007 deadline for making
such election.Such election shall be treated as an initial payment election
under Section 409A of the Code in accordance with the transitional relief
provided by Internal Revenue Service Notice 2006-79 and shall only have force
and effect if the Participant continues in Board service through the completion
of the 2007 calendar year.


    
      
         


      

      
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    C.           The
deferred shares of Common Stock credited to the Participant’s Earmarked Account
as of December 31, 2007 are fully vested. Any additional deferred shares of
Common Stock subsequently credited to such Earmarked Account as a result of the
dividend equivalent rights provided to the Participant under this Section IV
will also be fully vested.  All the deferred shares of Common Stock
credited to the Participant’s Earmarked Account shall be distributed in
accordance with either Section  IV.B above or Section V
below.

     

    
      	
              V.

            	
              DISTRIBUTION
      OF DEFERRAL ELECTION ACCOUNTS.

            


    

     

    A.           Distribution
of each of the Participant’s Deferral Election Accounts relating to deferred
post-2007 Annual Service Fees and (in the event the Participant does not make a
special distribution election under Section IV.B above) his Earmarked Account
shall, to the extent vested, be made or commence on the thirtieth (30th) day
following the Participant’s cessation of service as a member of the
Corporation’s Board of Directors or as soon as administratively practicable
after such scheduled distribution date, but in no event later than the end of
the calendar year in which such cessation of Board service occurs or (if later)
the fifteenth (15th) day of the third (3rd) calendar month following the date of
such cessation of Board service.  Each of the Participant’s separate
post-2007 Deferral Election Accounts shall be distributed in cash either in the
form of a single lump sum or in up to ten (10) annual installments, as the
Participant may elect in his or her Deferral Election Form for the calendar year
to which that account pertains. The portion of any Deferral Election Account in
which the Participant is not vested at the time of his cessation of service as a
member of the Corporation’s Board of Directors will be forfeited.

     

    B.           Each
Participant who does not make a special distribution election under Section IV.B
with respect to his Earmarked Account and who will accordingly be subject to the
distribution commencement date provisions of Section V.A may make a new election
as to the method of distribution of that account (lump sum or up to ten (10)
annual installments) in accordance with the transitional relief under Section
409A of the Code provided by Internal Revenue Service Notice
2006-79.  Such election must be made no later than December 31, 2007
and shall be treated as an initial payment election under Section 409A of the
Code.  However, such election shall not change the payment date of any
distribution that would otherwise be made to the Participant during the 2007
calendar year or cause a payment to be made to him under the Program during the
2007 calendar year that would otherwise be made in a later calendar
year.  The distribution from such Earmarked Account shall be made in
shares of Common Stock issued under the Plan.  In the absence of a new
distribution election under either Section IV.B or this Section V.B, each
Deferral Election Account consolidated into the Earmarked Account shall be
distributed in accordance with the method of distribution originally elected on
the Deferral Election Form applicable to that Deferral Election
Account.

     

    C.           All
shares of Common Stock distributed under the Program shall be drawn from the
Common Stock reserved for issuance under the Plan. Accordingly, the share
reserve under the Plan shall be reduced by any and all shares of Common Stock
distributed under the Program.


    
      
         


      

      
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    D.           In
the event any amount attributable to the Participant’s dividend equivalent
rights is to be distributed before the date that amount is to be converted into
deferred shares of Common Stock in accordance with Section IV, that amount shall
be distributed in cash.

     

    
      	
              VI.

            	
              DEFINED
      TERMS.

            


    

     

    All
capitalized terms in this Agreement, to the extent not expressly defined herein,
shall have the meaning assigned to them in the Plan, this document or the
Deferral Election Form.

     

    
      	
              VII.

            	
              MISCELLANEOUS.

            


    

     

    Any
deferred shares of Common Stock credited to a Participant’s Deferral Election
Accounts or to his consolidated Earmarked Account are awarded pursuant to the
Plan and are in all respects limited by and subject to the terms of the
Plan.  All of the Participant’s Deferral Election Accounts and his
Earmarked Account are in all respects limited by and subject to the terms of
this Program, the applicable Deferral Election Forms and any distribution
elections made by the Participant pursuant to Sections IV.B, V.A and V.B of the
Program.

     

     

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