SJW (SJW) 10-K 2016 FY Annual report

Exhibit 10.45

SECOND AMENDMENT

TO THE

SJW CORP.

FORMULAIC EQUITY AWARD PROGRAM FOR

NON-EMPLOYEE BOARD MEMBERS

(As Amended by AMENDMENT NO. 1)

WHEREAS, SJW Corp. (“SJW California”) maintained the SJW Corp. Formulaic Equity Award Program for Non-Employee Board Members (the “Program”) under the SJW Corp. Long-Term Incentive Plan (the “LTIP”);

WHEREAS, SJW California was merged with and into SJW Group, Inc., a Delaware corporation and wholly-owned subsidiary of SJW California (the “Company”);

WHEREAS, effective upon the merger of SJW California with and into the Company (the “Merger”), the Company changed its name to SJW Group;

WHEREAS, at the effective time of the Merger, the Company assumed the LTIP and the Program; and

WHEREAS, the Company wishes to amend the Program to reflect the assumption of the Program by the Company at the effective time of the Merger.

NOW, THEREFORE, the Program is hereby amended as follows to be effective upon consummation of the Merger:

1.The title of the Program shall be revised to “SJW Group Formulaic Equity Award Program for Non-Employee Board Members”.

2.All references to “SJW Corp.” in the Program shall be replaced with references to “SJW Group”.

3.Except as expressly modified by this Second Amendment, all the terms and provisions of the Program shall continue to remain in full force and effect.

[Signature Page Follows]

DB2/ 30717331.2

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed on this 15th day of November, 2016.

SJW Group
By:	/s/ W. Richard Roth
	W. Richard Roth, President,
	Chief Executive Officer and
	Chairman of the Board of Directors

DB2/ 30717331.2

[Signature Page to the Second Amendment to the

Formulaic Equity Award Program for Non-Employee Board Members]