ex10_21.htm


    
      

    

    EXHIBIT
10.21

    SJW
CORP.

     

    AMENDED
AND RESTATED

     

    DEFERRED RESTRICTED STOCK
PROGRAM

     

    (As Amended and Restated
effective December 6, 2007)

     

    
      
        	
                I.

              	
                PURPOSE.

              


      

    

     

    A.           The
objective of the Deferred Restricted Stock Program (the “Program”) is to promote
the long-term success of  SJW Corp. (the “Corporation”) and its
subsidiaries by linking incentive opportunities for non-employee members of the
Board of Directors of the Corporation (the “Board”) to the performance of the
Corporation and its subsidiaries.

     

    B.           The
Program functions as a special formula-grant subprogram under the Corporation’s
Long-Term Incentive Plan (the “Plan”) which is to provide equity compensation to
the non-employee Board members for their services as members of the Board and as
members of the boards of directors of certain of the Corporation’s
subsidiaries.  The Program shall be subject to the express terms and
provisions of the Plan, as amended from time to time.

     

    C.           The
provisions of this December 6, 2007 restatement shall be effective as of January
1, 2008 and shall at that time supersede the provisions of the June 1, 2006
restatement.  Effective January 1, 2008, no new awards of deferred
restricted stock shall be made under the Program with respect to Board service
after December 31, 2007.

     

    
      	
              II.

            	
              ELIGIBILITY.

            


    

     

    Prior to January 1, 2008, the following
individuals were eligible to participate in the Program over their period of
continued service as Board members (the “Participants”):

     

    (i)           any
individual who was first elected or appointed to the Board as a non-employee
Board member on or after the date of the 2003 annual meeting of the
Corporation’s shareholders (“New Director”), and

     

    (ii)           any
non-employee Board member who was first elected or appointed to the Board as a
non-employee Board member prior to such date and elected, by written notice to
the Corporation no later than August 31, 2003, to convert from the Director’s
Pension Plan to the Program (an “Existing Director”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              III.

            	
              AWARDS
      OF DEFERRED RESTRICTED STOCK.

            


    

     

    A.           Prior
to January 1, 2008, annual grants of deferred restricted stock (“Deferred
Restricted Stock”) were made under the Program in accordance with the following
provisions:

     

    (i)           Annual Awards to New
Directors.  Each New Director received his or her initial
annual award of Deferred Restricted Stock on the first business day of January
next following his or her completion of at least six (6) months of service as a
Board member measured from the date of his or her initial election or
appointment to the Board and was eligible to receive subsequent annual
awards  of Deferred Restricted Stock on the first business day of
January in each of the next (9) succeeding calendar years, provided he or she
remained a non-employee member of the Board through such date.1  The number of
shares of Common Stock underlying each annual Deferred Restricted Stock award
was equal to that number of shares (rounded to the nearest whole share)
determined by dividing (a) the Aggregate Annual Retainer Fee for the calendar
year in which the award was made by (b) the Fair Market Value per share of the
Corporation’s Common Stock on the date of the award.  For purposes of
such calculation and the calculation under III.A(ii) below, the Aggregate Annual
Retainer Fee was the sum of the annual retainer fees, at the levels in effect as
of the date of the award, for service on the Board and for service on the board
of directors of each of the following subsidiaries of the
Corporation:  San Jose Water Company and SJW Land
Company.

     

    (ii)           Annual Awards to Existing
Directors. 
Each Existing Director received his or her annual award of Deferred Restricted
Stock on the first business day of January each calendar year during his or her
period of continued service as a non-employee Board member,2 with the number of shares
of Common Stock underlying each such award to be determined in the same manner
as under Section A(i) of this Article III;3 provided,
however, that the total number of such annual awards which an Existing
Director was entitled to receive pursuant to this Section III.A(ii) was limited
to ten (10) less the number of full years of service credit that such Existing
Director had under the Director Pension Plan immediately prior to the 2003
Annual Meeting.

     

    (iii)           Conversion Grant to Existing
Directors.  For an Existing Director who elected to participate
in the Program, the benefits that such Existing Director had accrued under the
Director's Pension Plan (based on full years of service) were converted into an
additional grant of Deferred Restricted Stock on September 1,
2003.  The number of shares subject to such grant was determined first
by multiplying (a) $27,000 (the Annual Retainer Fee as of date of the 2003
Annual Stockholders Meeting) by (b) the whole number of years of service credit
under the Director’s Pension Plan as of the date of the 2003 Annual Meeting and
then by dividing the dollar amount so obtained by the Fair Market Value per
share of the Corporation’s Common Stock on September 1, 2003.  An
Existing Director who elected to participate in the Program shall have no
further rights under the Director Pension Plan.  If a portion of the
benefit accrued by an Existing Director under the Director Pension Plan as of
the 2003 Annual Stockholders Meeting was owed to another person under a domestic
relations order, the Existing Director’s conversion election did not apply to
such portion, in which case the calculation of the number of shares under the
conversion grant was proportionately reduced.

    

      

    

    
      1 Prior to
June 1, 2006, the annual awards of Deferred Restricted Stock were made on the
third business day following the date of each Annual Shareholders
Meeting. 

    

    
      2 Prior to
June 1, 2006, the annual awards of Deferred Restricted Stock were made on the
third business day following the date of each Annual Shareholders
Meeting. 

    

    
      3 The
initial awards under the Program were made at the 2004 Annual Meeting. However,
if the Existing Director had a partial year of credit under the Director Pension
Plan that equaled or exceeded 6 months of service credit, then the initial
annual award to that Participant was made under the Program on September 1,
2003.

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (iv)           Deferred Restricted Stock
Account.  A “Deferred Restricted Stock Account” has been
established for each New Director and each Existing Director, and all awards of
Deferred Restricted Stock made to such director have been credited to such
account.  The right of a New or Existing Director to receive shares
credited to such account shall be an unfunded and unsecured right of a general
creditor.

     

    B.           No New
Awards.  Effective January 1, 2008, no new awards of Deferred
Restricted Stock shall be made to any New Director or Existing Director with
respect to service rendered after December 31, 2007 as a member of the Board or
as a member of the board of directors of any of the Corporation’s
subsidiaries.

     

    
      	
              IV.

            	
              DIVIDEND
      RIGHTS.

            


    

     

    A.           Effective
through December 31, 2017 or such earlier date as the Deferred Restricted Stock
may be distributed, each Participant shall have the following dividend
equivalent rights with respect to the Deferred Restricted Stock credited to his
account under the Program:

     

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

     

    (ii)           The
Participant’s dividend equivalent rights with respect to the Deferred Restricted
Stock credited to his Deferred Restricted Stock Account shall remain in effect
only through December 31, 2017 or any earlier date the shares credited to the
Participant’s Deferred Restricted Stock Account may be distributed to him
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 Deferred Restricted Stock 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 Deferred Restricted Stock Account in
accordance with the provisions of subparagraph (i) above.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    B.           In
conjunction with the phase-out of the dividend equivalent rights on the Deferred
Restricted Stock Accounts, each Participant shall have until December 31, 2007
in which to make an election to receive a distribution from his Deferred
Restricted Stock 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 Deferred Restricted Account would be equal to the number
of shares of Deferred Restricted Stock credited to that account as of December
31, 2007 plus the number of additional shares of Deferred Restricted 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 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 shares of Deferred Restricted Stock credited to the Participant’s Deferred
Restricted Stock Account at that time by the remaining number of installments,
including the current installment. Alternatively, the Participant may defer the
distribution of his Deferred Restricted Stock 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.

     

    
      	
              V.

            	
              VESTING
      AND DISTRIBUTION OF SHARES.

            


    

     

    A.           The
shares of Deferred Restricted Stock credited to the Deferred Restricted Stock
Account as an annual award to a New Director pursuant to Section III.A(i) or as
an annual award to an Existing Director pursuant to Section III.A(ii) are fully
vested at all times.

     

    B.           The
shares of Deferred Restricted Stock credited to the Deferred Restricted Stock
Account as a conversion grant to an Existing Director pursuant to Section
III.A(iii) have  fully vested and are no longer subject to
forfeiture.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    C.           The
shares of Deferred Restricted Stock currently credited to the Deferred
Restricted Stock Accounts as a result of the dividend equivalent rights under
Section IV above are fully vested, and any new shares of Deferred Restricted
Stock subsequently credited to the Participant’s Deferred Restricted Stock
Account as a result of such dividend equivalent rights will also be fully
vested.  All such shares resulting from the Participant’s dividend
equivalent rights shall be distributed as part of the Participant’s Deferred
Restricted Account in accordance with either Section  IV.B above or
Section V.G below.

     

    D.           Unless
the Participant has made a special distribution election pursuant to Section
IV.B, the distribution of the deferred shares of Common Stock credited to
his  Deferred Restricted Stock Account (whether attributable to the
annual awards made pursuant to Section III or the dividend equivalent rights
provided under Section IV) shall 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.  The distribution shall be in the
form of shares of Common Stock and shall be made either in a single lump sum or
in up to ten (10) annual installments, as the Participant may elect either at
the time of his or her initial award of Deferred Restricted Stock hereunder or
pursuant to the special distribution election described in Section V.G below.


     

    E.           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.

     

    F.           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
shares of Deferred Restricted Stock in accordance with Section IV, that amount
shall be distributed in cash.

     

    G.           Each
Participant who does not make a special distribution election under Section IV.B
with respect to his Deferred Restricted 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 his Deferred Restricted Stock
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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              VI.

            	
              DEFINED
      TERMS.

            


    

     

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

     

    
      	
              VII.

            	
              MISCELLANEOUS.

            


    

     

    This Program and the Deferred
Restricted Stock awards made hereunder are made and granted pursuant to the Plan
and are in all respects limited by and subject to the terms of the Plan, this
Program and the Conversion Form, if applicable.

     

     

    6