ex10_23.htm


    
      

    

    EXHIBIT
10.23

    


    SJW
CORP.

    


    AMENDED
AND RESTATED DIRECTOR COMPENSATION AND

    EXPENSE
REIMBURSEMENT POLICIES

    


    Approved
by the Board on October 25, 2007

    To
be Effective as of January 1, 2008

    


    I.         
   DIRECTOR
COMPENSATION.

    


    A.           ROLE OF
THE EXECUTIVE COMPENSATION COMMITTEE.

    


    The Board, through the Executive
Compensation Committee, will review, or request management or outside
consultants to review, appropriate compensation policies for the directors
serving on the Board and its committees.  This review may consider
board compensation practices of other similar public companies, contributions to
Board functions, service as committee chairs, and other appropriate
factors.

    


    B.           
COMPENSATION
POLICIES.

     

               1.           Annual
Retainer.

     

    SJW
Corp., San Jose Water Company, SJW Land Company, and SJWTX Water, Inc. shall pay
the Chairman of their Board who is not employed by SJW Corp. or any of its
subsidiaries annual retainers of $30,000, $60,000, $20,000 and $5,000,
respectively.

     

    SJW
Corp., San Jose Water Company, SJW Land Company, and SJWTX Water, Inc. shall pay
each of their other directors who are not employed by SJW Corp. or any of its
subsidiaries annual retainers of $15,000, $40,000, $5,000 and $5,000,
respectively.

     

    2.           Board and Committee Meetings Held In
Person.

     

    The
meeting fees set forth in this section shall be paid to the directors who are
not employed by SJW Corp. or any of its subsidiaries (“Non-Employee directors”)
in connection with Board and Committee meetings held in person.

     

    The
meeting fees for the Chairman of the Board of SJWTX Water, Inc. shall be $2,500
for each Board meeting attended in person.

     

    The
meeting fees for the Chairman of SJW Corp.’s Audit Committee and the Chairman of
the other SJW Corp. Board Committees shall be $3,000 and $2,000, respectively,
for each Committee meeting attended in person.

     

    All other
Non-Employee directors of SJW Corp. and San Jose Water Company shall be paid
$1,000 for each Board or Committee meeting attended in person and all other
Non-Employee directors of SJW Land Company and SJWTX Water, Inc. shall be paid
$500 for each Board meeting attended in person.


    
      
         


      

      
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    In the
event a Non-Employee director attends an in-person Board or Committee meeting by
telephone, he or she shall be entitled to receive the meeting fees set forth
above in this section for the first meeting attended by telephone in a calendar
year and half of such meeting fees for subsequent meetings attended by telephone
in the same calendar year.

     

           
    3.           Board and Committee Meetings Held
Telephonically.

     

    The
meeting fees set forth in this section shall be paid to Non-Employee directors
in connection with Board and Committee meetings held
telephonically.

     

    The
meeting fees for the Chairman of the Board of SJWTX Water, Inc. shall be $2,500
for each Board meeting attended.

     

    The
meeting fees for the Chairman of SJW Corp.’s Audit Committee and the Chairman of
the other SJW Corp. Board Committees shall be $3,000 and $2,000, respectively,
for each Committee meeting attended.

     

    All other
Non-Employee directors of SJW Corp. and San Jose Water Company shall be paid
$1,000 for each Board or Committee meeting attended and all other Non-Employee
directors of SJW Land Company and SJWTX Water, Inc. shall be paid $500 for each
Board meeting attended.

     

     4.           Other
Meetings.

     

    Non-Employee
directors may also receive fees which shall be determined on a case-by-case
basis by SJW Corp.’s Executive Compensation Committee and ratified by the Board,
for attending additional meetings, which are not Board or Committee meetings,
such as Board retreats, strategic planning meetings, or other programs organized
by SJW Corp., San Jose Water Company, SJW Land Company or SJWTX Water, Inc.
(“Other Meetings”).

     

         
      5.           Long-Term Incentive
Plan.

     

    Non-Employee directors may be eligible
to participate in SJW Corp.’s Long-Term Incentive Plan, as amended (“LTIP”), and
may also be eligible to participate in programs now or hereafter established
thereunder, as more fully set forth in the LTIP and the programs established
therunder.

     

                6.           Director Pension
Plan.

     

    As more
fully set forth in a resolution adopted by SJW Corp.’s Board of Directors on
October 25, 2007 which amends the September 22, 1999 resolution, when a director
ceases to be a director of SJW Corp., he or she shall receive a benefit equal to
one half of the aggregate annual retainer for service on the Board of Directors
of SJW Corp. and the Boards of Directors of San Jose Water Company and SJW Land
Company as in effect at the time such director ceases to be a director (the
“Director Pension Plan”).  This benefit will be paid to the director,
his beneficiary or his estate, for the number of years the director served on
the Board until December 31, 2007 up to a maximum of 10 years. These payments
will be made with the same frequency as the ongoing Directors
retainers.  Only Non-Employee directors who did not elect, in 2003, to
have their existing Director Pension Plan benefits converted into deferred
restricted stock pursuant to the Deferred Restricted Stock Program continue to
participate in the Director Pension Plan.  Directors who elected to
convert their existing Director Pension Plan benefits into deferred restricted
stock in 2003 and each Non-Employee director who commences Board service on or
after April 29, 2003 shall not be eligible to participate in the Director
Pension Plan.


    
      
         


      

      
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    II.           EXPENSE
REIMBURSEMENT.

    


    All
reasonable expenses incurred by a Non-Employee director in connection with
his or her attendance at a SJW Corp., San Jose Water Company, SJW Land
Company or SJWTX Water, Inc. Board Meeting, Committee Meeting or Other Meeting,
which shall include the expense of traveling by non-commercial aircraft if
within 1,000 miles of company headquarters and approved by the Chairman of
the Board, and the expense of traveling first class for any travel within
the United States, shall be reimbursed.

    


    
      	
              Adopted
      By the Board: October 25, 2007

            	 
      
	 
      	
              Suzy
      Papazian, Corporate Secretary

            


    

    


     

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