Exhibit
10.1


 


FIRST
AMENDMENT


TO THE


SOUTHERN
CALIFORNIA WATER COMPANY


PENSION
RESTORATION PLAN


 


Effective as of the date
set forth below, the Southern California Water Company Pension Restoration Plan
(the “Plan”) is amended to provide that:


 


FIRST:                                                         With respect to Participants who retire
on or after November 1, 2005, Section 4.1 is amended in its entirety to
provide as follows:


 


“4.1 – Retirement
Benefit.


 


                Subject to Section 4.3, a Participant’s retirement
benefit under this Plan shall equal the excess of A over B where:


 


                                                A equals the Participant’s vested
retirement benefit under the Pension Plan, commencing on the date benefits
commence under the Pension Plan, and payable in the form of benefit elected by
the Participant (and spouse, if applicable) under the Pension Plan, calculated
by ignoring Section 401(a)(17) and 415 of the Code (and the Pension Plan
provisions implementing those Code Sections) and including in the definition of
“Compensation” payments made to a Participant pursuant to any “cash pay” annual
performance incentive plan of the Company (other than any extraordinary bonus,
including any holiday, year end, anniversary or signing bonus) and dividend
equivalents paid in cash to the Participant in connection with awards granted
prior to 2006 under an equity incentive plan of the Company, and


 


                                                B equals the vested retirement benefit
actually payable under the Pension Plan, commencing on the date benefits
commence under the Pension Plan, and payable in the form of benefit elected by
the Participant (and spouse, if applicable) under the Pension Plan.”


 


SECOND:                                         With respect to Participants who die on
or after November 1, 2005, Section 4.6 is amended in its entirety to
provide as follows:


 


“4.6 – Spouse
Pre-Retirement Death Benefit.


 


                If a Participant’s spouse is entitled to a
pre-retirement death benefit under Section 4.12 of the Pension Plan, the
monthly benefit, if any, payable upon the death of a Participant to the
Participant’s spouse, commencing upon the date that monthly benefits to such
spouse commence under Section 4.12 of the Pension Plan and payable for the
period of such benefit is payable under the Pension Plan, shall be equal to the
excess, if any, of:


 


 





















 


                (a)           The
monthly death benefit determined in accordance with Section 4.12 of the Pension
Plan, calculated by ignoring Section 401(a)(17) and 415 of the Code (and the
Pension Plan provisions implementing those Code sections) and including in the
definition of “Compensation” payments made to a Participant pursuant to any “cash
pay” annual performance incentive plan of the Company (other than any
extraordinary bonus, including any holiday, year end, anniversary or signing
bonus) and dividend equivalents paid in cash to the Participant in connection
with awards granted under an equity incentive plan of the Company,


 


                                                                                over


 


                (b)           The
amount of monthly spouse death benefit payable to the Participant’s spouse
pursuant to Section 4.12 of the Pension Plan.”


 


	
   

  	
   

  	
   

  	
   

  	
  Golden State Water Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated: November 7, 2005

  	
   

  	
   

  	
   

  	
  /s/ FLOYD E. WICKS

  
	
   

  	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  



 


 





















 


SOUTHERN
CALIFORNIA WATER COMPANY


PENSION
RESTORATION PLAN


 


 


 





















 


TABLE OF CONTENTS


 


 


 


	
  ARTICLE I

  	
   

  
	
  1.1 - Title

  	
   

  
	
  1.2 - Purpose

  	
   

  
	
  1.3 - Definitions

  	
   

  
	
  ARTICLE II

  	
   

  
	
  2.1 -
  Eligibility Requirements

  	
   

  
	
  ARTICLE III

  	
   

  
	
  3.1 - Payment

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  4.1 - Retirement
  Benefit

  	
   

  
	
  4.2 - Benefit
  Limitation

  	
   

  
	
  4.3 -
  Payment of Retirement Benefits

  	
   

  
	
  4.4 - Small Benefit

  	
   

  
	
  4.5 -
  Forfeiture of Benefits

  	
   

  
	
  4.6 -
  Spouse Pre-Retirement Death Benefit

  	
   

  
	
  ARTICLE V

  	
   

  
	
  5.1 - Committee

  	
   

  
	
  5.2 - Agents

  	
   

  
	
  5.3 - Binding Effect of Decisions

  	
   

  
	
  5.4 - Indemnity

  	
   

  
	
  5.5
  - Claim Procedure

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  6.1 -
  Amendments and Termination

  	
   

  
	
  6.2 -
  Protection of Accrued Benefits

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  7.1 - Unfunded Plan

  	
   

  
	
  7.2 -
  Unsecured General Creditor

  	
   

  
	
  7.3 - Trust Fund

  	
   

  
	
  7.4 -
  Nonassignability

  	
   

  
	
  7.5 -
  Limitation on Participants’ Rights

  	
   

  
	
  7.6 - Participants
  Bound

  	
   

  
	
  7.7 - Receipt and
  Release

  	
   

  
	
  7.8 - Federal Law
  Governs

  	
   

  
	
  7.9 -
  Headings and Subheadings

  	
   

  
	
  7.10-Successors
  and Assigns

  	
   

  



 


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SOUTHERN
CALIFORNIA WATER COMPANY


PENSION
RESTORATION PLAN


 


THIS PLAN is
adopted, effective the 1st day of January, 1997, by SOUTHERN CALIFORNIA WATER
COMPANY, a California corporation (“Company”), and evidences the terms of a
Pension Restoration Plan for certain executives.


 


W I  T  N  E  S
S  E  T  H


 


ARTICLE I


TITLE, PURPOSE AND
DEFINITIONS


1.1 - Title.


 


This plan shall be known
as the “Southern California Water Company Pension Restoration Plan.”


1.2 - Purpose.


 


The purpose of
this Plan is to supplement retirement benefits payable to certain participants
in the Southern California Water Company Pension Plan, as amended and in effect
from time to time (“Pension Plan”) by making up benefits which are reduced by
virtue of Sections 401(a)(17) or 415 of the Internal Revenue Code of 1986. No
payment shall be made under this Plan which duplicates a benefit payable under
any other deferred compensation plan or employment agreement of the Company.


 





















 


1.3 - Definitions.


 


Unless defined
herein, any word, phrase or term used in this Plan with initial capitals shall
have the meaning given therefor in the Pension Plan.


 


“Company” means
Southern California Water Company or any successor corporation by merger,
consolidation, or otherwise.


 


“Employer” means
the Company and any subsidiary or any other member of its consolidated group
(for federal tax purposes) designated by the Board of Directors to participate
in the Plan.


 


“Eligible Employee”
means each individual who meets each of the following requirements: (1) he
or she is an officer of the Employer; (2) he or she is a participant in
the Pension Plan; (3) his or her Pension Plan benefits are reduced by the
application of Sections 401(a)(17) or 415 of the Code; and (4) he or she
is designated as an Eligible Employee by the Board of Directors.


 


“Participant”
means any Eligible Employee who is eligible for participation in this Plan as
specified in Section 2.1.


 


“Plan” means the
Southern California Water Company Pension Restoration Plan as set forth in this
Agreement and all subsequent amendments hereto.


 


“Plan Year” means the
calendar year.


 


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ARTICLE II


PARTICIPATION


2.1 - Eligibility
Requirements.


 


An Employee who is
an Eligible Employee shall become a Participant on the later of the date he or
she becomes vested under the Pension Plan or becomes an Eligible Employee.


 


ARTICLE III


PAYMENT OF
BENEFITS


 


3.1 - Payment.


 


There shall be no
funding of any benefit which may become payable hereunder. The Company may, but
is not obligated to, invest in any assets or in life insurance policies which
it deems desirable to provide assets for payments under this Plan but all such
assets or life insurance policies shall remain the general assets of the
Company. In connection with any such investments and as a condition of further
participation in this Plan, Participants shall execute any documentation
reasonably requested by the Company.


 


ARTICLE IV


RETIREMENT BENEFITS


                4.1 - Retirement Benefit.


 


Subject
to Section 4.3, a Participant’s retirement benefit under this Plan shall equal the
excess of A over B where:


 


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A equals the Participant’s
vested retirement benefit under the Pension Plan, commencing on the date
benefits commence under the Pension Plan, and payable in form of benefit elected
by the Participant (and spouse, if applicable) under the Pension Plan,
calculated by ignoring Sections 401(a)(17) and 415 of the Code (and the Pension
Plan provisions implementing those Code sections), and


 


B equals the vested
retirement benefit actually payable under the Pension Plan, commencing on the
date benefits commence under the Pension Plan, and payable in form of benefit
elected by the Participant (and spouse, if applicable) under the Pension Plan.


 


4.2 - Benefit Limitation.


 


Notwithstanding
any other provisions of the Plan, in the event that any benefit provided under
this agreement would, in the opinion of counsel for the Company, not be
deductible in whole or in part in the calculation of the federal income tax of
the Company by reason of Section 280G of the Internal Revenue Code of 1986 (the
“Code”), the aggregate benefits provided hereunder shall be reduced so that no
portion of any amount which is paid to the Participant or Beneficiary is not
deductible for tax purposes by reason of Section 280G of the Code.


 


4.3 - Payment of
Retirement Benefits.


 


Upon a Participant’s
commencement of benefits under the Pension Plan, the Employer shall commence to
pay to such retired Participant (or beneficiary, if applicable, after the
Participant’s death) the monthly retirement benefit to which the Participant is
entitled under


 


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this
Plan, commencing on the date benefits commence under the Pension Plan, and
payable in form of benefit elected by the Participant (and spouse, if
applicable) under the Pension Plan. No benefits shall be payable under this
Plan while the Participant is an Employee.


 


4.4 - Small Benefit.


 


Notwithstanding
any other provision or provisions of this Plan to the contrary, if any benefit
hereunder is for an amount of less than fifty dollars per month, such benefit
shall instead be paid in a lump sum which is the Actuarial Equivalent of such
monthly benefit.


 


4.5 - Forfeiture of Benefits.


 


Notwithstanding
any provision of this Plan to the contrary, no benefits shall be payable under
this Plan with respect to any Participant if the Participant confesses to, is
convicted of, or pleads no contest to, any act of fraud, theft or dishonesty
arising in the course of, or in connection with, his or her employment with the
Employer.


 


4.6 - Spouse
Pre-Retirement Death Benefit.


 


If a Participant’s
spouse is entitled to a pre-retirement death benefit under Section 4.12 of the
Pension Plan, the monthly benefit, if any, payable upon the death of a Participant
to the Participant’s spouse, commencing upon the date that monthly benefits to
such spouse commence under Section 4.12 of the Pension Plan and payable for the
period such benefit is payable under the Pension Plan, shall be equal to the
excess, if any, of:


 


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(a)           The monthly death benefit determined
in accordance with Section 4.12 of the Pension Plan, calculated by ignoring
Sections 401(a)(17) and 415 of the Code (and the Pension Plan provisions
implementing those Code sections),


 


over


 


(b)           The amount of the monthly spouse
death benefit payable to the Participant’s spouse pursuant to Section 4.12 of
the Pension Plan.


 


No benefits under this
Section 4.7 shall be paid if the benefits payable pursuant to any other
provisions of this Article IV have already commenced.


 


ARTICLE V


COMMITTEE


 


5.1 - Committee.


 


This Plan shall be
administered by the Committee. The Committee shall have the authority to
(i) make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and (ii) decide or resolve
any and all questions, including interpretations and constructions of this Plan
as may arise in connection with the Plan. The Committee shall also have all
rights and duties set forth in Section 6.3 of the Pension Plan. The Committee
shall have full discretion to construe and interpret the terms and provisions
of this Plan. The Committee members may be Participants under this Plan.


 


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5.2 - Agents.


 


The Committee may,
from time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may
be counsel to the Company.


 


5.3 - Binding Effect
of Decisions.


 


The decision or
action of the Committee in respect of any questions arising out of or in
connection with the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.


 


5.4 - Indemnity.


 


To the extent
permitted by applicable federal and state laws the Company shall indemnify and
save harmless the Board of Directors, the Committee and each member of each
thereof, and any employee appointed pursuant to Section 5.2, against any and
all expenses, liabilities and claims, including legal fees to defend against
such liabilities and claims, arising out of their discharge in good faith of
responsibilities under or incident to the Plan, excepting only expenses and
liabilities arising out of willful misconduct or gross negligence. This
indemnity shall not preclude such further indemnities as may be available under
insurance purchased by the Company or provided by the Company under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, as
such indemnities are permitted under state law.


 


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5.5 - Claim Procedure.


 


The entire claim
procedure set forth in Section 6.3(g) of the Pension Plan, as amended from time
to time, is hereby incorporated by reference.


 


ARTICLE VI


AMENDMENT AND
TERMINATION


 


6.1 - Amendments and
Termination.


 


The Company shall
have the right to amend this Plan (and to amend or cancel any amendments) from
time to time by resolution of the Board of Directors. Such amendment shall be
stated in an instrument in writing, executed by the Company in the same manner
as this Plan. The Company also reserves the right to terminate this Plan at any
time by resolution of the Board of Directors.


 


6.2 - Protection of
Accrued Benefits.


 


This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Eligible Employee (or any
other employee) or a consideration for, or an inducement or condition of
employment for the performance of services by any Eligible Employee or
employee. Although the Company reserves the right to amend or terminate this
Plan at any time and, subject at all times to the provisions of Section 4.3, no
such amendment or termination shall result in the forfeiture of benefits
accrued pursuant to this Plan as of the date of termination. The benefits
accrued at that time shall be the lesser of (1) the


 


8





















 


benefit that would be
payable if the Participant terminated employment on the date of termination, or
(2) the benefit that would be payable at actual retirement under the
Pension Plan (or death, if earlier) if this Plan were terminated.


 


ARTICLE VII


MISCELLANEOUS


 


7.1 - Unfunded Plan.


 


All benefits due
under this Plan to a Participant shall be paid by the Employer that employed
that Participant. This Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select group of “management
or highly compensated employees” within the meaning of Section 201, 301 and 401
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I
of ERISA.


 


7.2 - Unsecured
General Creditor.


 


In the event of an
Employer’s insolvency, Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, interest or claims in any
property or assets of Employer, nor shall they be beneficiaries of, or have any
rights, claims or interest in any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired by Employer. In that
event, any and all of Employer’s assets and policies shall be, and remain,
unrestricted by the provisions of this Plan. An Employer’s obligation under the
Plan shall be that of an unfunded and unsecured promise of Employer to pay
money in the future.


 


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7.3 - Trust Fund.


 


Each Employer
shall be responsible for the payment of all benefits provided under the Plan to
Participants employed by it. At its discretion, the Company may establish one
or more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Employer shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Employer.


 


7.4 - Nonassignability.


 


None of the
benefits, payments, proceeds or claims of any Participant or Beneficiary shall
be subject to any claim of any creditor and, in particular, the same shall not
be subject to attachment or garnishment or other legal process by any creditor,
nor shall any Participant or Beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or payments
or proceeds which he may expect to receive, contingently or otherwise, under
this agreement.


 


7.5 - Limitation
on Participants’ Rights.


 


Participation in
this Plan shall not give any Eligible Employee the right to be retained in the
Employer’s employ or any right or interest in the Plan other than as herein


 


10





















 


provided.
The Employer reserves the right to dismiss any Eligible Employee without any
liability for any claim against the Employer, except to the extent provided
herein.


 


7.6 - Participants Bound.


 


Any action with
respect to this Plan taken by the Committee or by the Company, or any action
authorized by or taken at the direction of the Committee or the Company, shall
be conclusive upon all Participants and Beneficiaries entitled to benefits
under the Plan.


 


7.7 - Receipt and Release.


 


Any payment to any
Participant or Beneficiary in accordance with the provisions of this Plan
shall, to the extent thereof, be in full satisfaction of all claims against the
Employer and the Committee, and the Committee may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect. If any Participant or Beneficiary is determined by the
Committee to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Committee may
cause the payment or payments becoming due to such person to be made to another
person for his or her benefit without responsibility on the part of the
Committee or the Company to follow the application of such funds.


 


7.8 - Federal Law
Governs.


 


This Plan shall be
construed, administered, and governed in all respects under federal law (except
as otherwise provided by Section 5.4), and to the extent that federal law is
inapplicable, under the laws of the State of California, provided, however,
that if any provision is susceptible to more than one interpretation, such
interpretation shall be given thereto as


 


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consistent
with this Plan being an unfunded plan described in Section 7.1. If any
provision shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.


 


7.9 - Headings and
Subheadings.


 


Headings and
subheadings in this agreement are inserted for convenience of records only and
are not to be considered in the construction of the provisions hereof.


 


7.10 - Successors and Assigns.


 


This agreement
shall inure to the benefit of, and be binding upon, the parties hereto and
their successors and assigns.


 


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