ex10_15.htm


    
      

    

    
      EXHIBIT
10.15

       

      SJW
CORP.

      


      STOCK
OPTION

      DIVIDEND
EQUIVALENT RIGHTS AGREEMENT

      AS
AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2005

      AS
SUBSEQUENTLY AMENDED AS OF JANUARY 1, 2008

      


      


      RECITALS

       

      A.           Participant
has been granted one or more stock options to purchase shares of the
Corporation’s Common Stock under the Plan (the “Options”). The Options also
provide Participant with dividend equivalent rights with respect to the shares
of Common Stock subject to those Options.  Each such option is
evidenced by a Notice of Grant and Stock Option Agreement (collectively, the
“Option Agreement”).

       

      B.           The
Options with such dividend equivalent rights are more particularly identified in
attached Schedule A.

       

      C.           The
terms and conditions governing those dividend rights were originally set forth
in a Dividend Equivalent Rights Agreement for each such Option (or other written
document evidencing those dividend equivalent rights with respect to one or more
of the Options).  Each such agreement or other written document shall
hereinafter be referred to collectively as the “Rights Agreements.”

       

      D.           Each
of those separate Rights Agreements was amended and restated on February 28,
2006 through one consolidated agreement effective as of January  1,
2005 in order to bring the provisions of those Rights Agreements, to the extent
they pertained to Options that were not vested and exercisable as of December
31, 2004, into compliance with the requirements of the proposed Treasury
Regulations under Section 409A of the Internal Revenue Code (the “Code”)
applicable to the payment of dividend equivalent rights.

       

      E.           The
purpose of this amendment is to bring each of the Rights Agreements, as
previously amended and restated retroactive to January 1, 2005, into compliance
with the applicable distribution requirements of Code Section 409A and the final
Treasury Regulations thereunder, effective as of January 1, 2008.

       

      F.           All
capitalized terms in this Agreement shall have the meaning assigned to them in
the Plan and the applicable Option Agreements.

       

      NOW, THEREFORE, it is hereby
agreed as follows:

       

      1.   Each of
the Rights Agreements pertaining to the Options, to the extent those agreements
pertain to Options (or portions thereof) which were not vested and exercisable
as of December 31, 2004  is hereby amended and restated as follows,
retroactive to January 1, 2008, with respect to each covered Option (or portion
thereof):

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          (i)         
  An Option Deferred Stock Account with respect to the Option shall
continue to be maintained for the Participant on the books and records of the
Corporation.

           

        

      

      (ii)           Each
time a dividend is paid on the Corporation’s outstanding shares of Common Stock
after the Grant Date, the Option Deferred Stock Account will be credited with a
dollar amount equal to the amount of that dividend paid per share multiplied by
the number of shares of Common Stock at the time subject to the Option (plus the
number of shares previously credited to the Option Deferred Stock Account
pursuant to the dividend equivalent rights hereunder) as of the record date for
the dividend; provided,
however, that no further amounts shall be credited with respect to such
option shares after the earlier of
the fourth anniversary of the Grant Date of that Option or the exercise of that
Option with respect to those shares.

      


      (iii)           As
of the first business day in January each year, the cash dividend amounts
credited to the Option Deferred Stock Account during the immediately preceding
calendar year shall  be converted into a book entry of an additional
number of shares of Common Stock determined 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 calendar year on
which those dividend amounts were credited to the Option Deferred Stock
Account.

      


      (iv)           The
shares credited to the Option Deferred Stock Account will vest at the same time
and in the same manner as the Option Shares to which they are attributable vest.
The shares which so vest shall be distributed to the Participant in the form of
actual shares of Common Stock issued under the Plan on the earlier of
the following dates (the “Distribution Date”): (i) the fourth anniversary of the
Grant Date of the Option or (ii) the date of the Participant’s Separation from
Service or as soon after such Distribution Date as administratively practicable,
but in no event later than the end of the calendar year in which the
Distribution Date occurs or (if later) the fifteenth (15th) day of the third
calendar month following such date.  Such payment shall be subject to
the Corporation’s collection of all applicable withholding taxes.  In
no event shall any shares of Common Stock credited to the Option Deferred Stock
Account be distributed to the Participant if and to the extent those shares do
not vest in accordance with the foregoing provisions.

      


      (v)           Notwithstanding
any provision to the contrary in the Plan, the Option Agreement or this
Agreement, no distribution which becomes due and payable hereunder by reason of
the Participant’s Separation from Service shall be made to the Participant prior
to the earlier of
(i) the first day of the seventh (7th) month following the date of
such  Separation from Service or (ii) the date of his or her death, if
the Participant is a Specified Employee at the time of such Separation from
Service and such
delayed commencement 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 distributions deferred pursuant to this
subparagraph shall be paid in a lump sum to the Participant.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      2. For purposes of this Agreement, the
following definitions shall be in   effect:

       

      (i)           Participant
shall be deemed to be an Employee
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.

       

      (ii)           Employer
Group means (i) the Corporation and (ii) each of the other members of the
controlled group that includes the Corporation, as determined in accordance with
Sections 414(b) and (c) of the Code, 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.

       

      (iii)           Separation from
Service means the Participant’s cessation of Employee status by reason of
his or her death, retirement or termination of employment.  The
Participant shall be deemed to have terminated employment for such purpose 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.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (iv)           Specified
Employee means a “key employee” (within the meaning of that term under
Code Section 416(i)), as determined by the Executive Compensation Committee of
the Board in accordance with the applicable standards of Code Section 409A and
the Treasury Regulations thereunder and applied on a consistent basis to all
non-qualified deferred compensation plans of the Employer Group subject to Code
Section 409A.  The Specified Employees shall be identified on December
31 of each calendar year and shall have that status or the twelve (12)-month
period beginning on April 1 of the following calendar year.

       

      3.           This
Amended and Restated Dividend Equivalent Rights Agreement shall, with respect to
each Option identified in attached Schedule A, replace the Rights Agreement in
effect for that Option immediately prior hereto, but only to the extent that
Option was not vested and exercisable as of December 31, 2004. Except for the
modifications effected by this Agreement, all the terms and provisions of each
Option shall continue in full force and effect and shall continue to be governed
by the terms of the Plan and the applicable Option Agreement and (to the extent
that Option was vested and exercisable as of December 31, 2004) the Dividend
Equivalent Rights Agreement in effect for that Option on December 31,
2004.

       

      IN WITNESS WHEREOF, the
parties have executed this Agreement as of the _______ day of _______________,
2008 to be effective as of January 1, 2008.

       

       

      
        	 
      	
                SJW
      CORP.

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 	 	 
	 
      	
                Title:

              	 
      
	 	 	 
	 
      	 
      	 
      


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
A

       

      LIST OF COVERED
OPTIONS*

       

      


      


      
        	
                Grant 

                Date

              	 
      	
                Exercise
      Price 

                Per Share ($)

              	 
      	
                Option Shares (#) 

                Award

              	 
      	
                Option
      Shares Unexercised 

                As Of 12/31/2007

              	 
      	
                Expiration 

                Date

              


      

      


       

       

      
 

      ________

      *  The
listed options are subject to this Amended and Restated Dividend Equivalent
Rights Agreement only to the extent those options were not vested and
exercisable as of December 31, 2004.