Exhibit 10.1
SJW CORP.
ANNUAL RETAINER FEE
DEFERRAL ELECTION PROGRAM
_________________________
AS AMENDED AND RESTATED OCTOBER 27, 2005
________________________________________
I. PURPOSE.
The objective of the Annual Retainer Fee Deferral Program
(the "Program") is to promote the long-term success of the
SJW Corp. (the "Corporation") by linking incentive
opportunities for non-employee members of the Board to the
performance of the Corporation.
II. ELIGIBILITY.
All non-employee members of the Board are eligible to
participate in the Program.
III. DEFERRAL AWARDS.
A. Term of Program. The Program will commence with
deferral of the Annual Board Retainer Fee attributable to
the period beginning September 1, 2003 and continuing
through December 31, 2003 (the "Initial Deferral Period").
The Program will continue on an annual basis from January
1, 2004 on, unless otherwise specified by the Committee.
B. Deferral Procedure. A non-employee director (or
"Participant") may defer either fifty percent (50%) or one
hundred percent (100%) of the annual retainer fee for a
period (the "Annual Retainer") by completing and filing
with the Corporation a Deferral Election Form. For the
Initial Deferral Period, the Corporation must receive such
election no later than August 31, 2003. For all other
deferral periods, such election must be received by
December 31 of the calendar year before the year for which
the Annual Retainer is to be paid, unless otherwise
specified by the Committee. Each such election shall be
irrevocable and cannot be modified for any reason.
C. Form of Deferral. The Annual Retainer that is
deferred for any year will be paid in the form of a
restricted stock award, subject to the terms of this
Program. Each restricted stock award attributable to a
deferred Annual Retainer for any year shall be made on the
first business day of the year for which such Annual
Retainer is earned, but will vest in monthly installments,
as the Annual Retainer would have been otherwise earned;
provided that for the Initial Deferral Period, the
deferral elections will be limited to that portion of the
2003 Annual Retainer attributable to Participant's Service
after August 31, 2003 and the restricted stock award
attributable to such election will be made on September 1,
2003. The number of shares in each Participant's
restricted stock award for each year will equal (i) the
amount of the Annual Retainer deferred for such year,
divided by (ii) the Fair Market Value of one share of the
Corporation's Common Stock on the last business day before
the date of grant of the award.
D. Deferral Restricted Stock Account. Each Deferred
Restricted Stock Award will be credited to a "Deferral
Restricted Stock Account" established for such
Participant. The right to receive shares credited to such
account shall be an unfunded and unsecured right of a
general creditor.
IV. DIVIDEND RIGHTS.
A. Dividend Rights Attributable to Restricted Stock
Award. Each time a dividend is paid on Common Stock after
the restricted stock award is made, the Participant shall
be credited with a dollar amount equal to the dividend
paid per share multiplied by the number of shares
previously credited to Participant's Deferral Restricted
Stock Account and not distributed as of the record date
for the dividend. As of the first business day in January
of each year, the Deferral Restricted Stock Account will
be credited with a number of shares equal to (i) the cash
dividend equivalent amounts credited to Participant for
the immediately preceding year divided by (ii) the average
of the fair market value of the Common Stock on each of
the dates in the immediately preceding year on which
dividends were paid.
B. Vesting of Dividend Rights. The shares of Common
Stock credited to the Deferral Restricted Stock Account
will vest in the same manner as the restricted stock award
to which they are attributable.
V. PAYMENT OF SHARES.
The shares of restricted stock award credited to a
Participant's Deferral Restricted Stock Account shall, to
the extent vested, be distributed within thirty (30) days
following the Participant's termination of Service in the
form of shares of Common Stock. The portion of the
Deferral Restricted Stock Account attributable to each
separate Annual Retainer deferred in whole or in part under
the Program shall be paid in the form of a single lump sum
or in up to ten (10) annual installments, as the
Participant may elect in his or her Deferral Election Form
for that particular Annual Retainer. Solely with respect
to the portion of the Deferral Restricted Stock Account
attributable to the Participant's Deferral Election for his
2005 Annual Retainer and the related dividend rights, the
Participant may make a new payment election at any time on
or before December 31, 2005.
Any shares that had not vested before a Participant's
termination of Service will be forfeited.
VI. DEFINED TERMS.
All capitalized terms in this Agreement shall have the
meaning assigned to them in the Plan, this document or the
Deferral Election Form.
VII. MISCELLANEOUS.
A. Governing Provisions. This Program and the Deferral
Restricted Stock Account evidenced hereby 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 Deferral Election Form.
B. Special Termination Election for Calendar Year 2005
Participation. Each Participant shall, with respect
to the portion of his Deferral Restricted Stock
Account attributable to his Deferral Election for his
2005 Annual Retainer and the related divided rights,
have the right to make a special election on or before
November 30, 2005 to receive the shares of Common
Stock credited to that portion of his Deferral
Restricted Stock Account in a lump sum distribution
made on or before December 31, 2005. The election can
only be made by filing the appropriate election form
with the Corporation not later than November 30, 2005,
and the election once filed shall be irrevocable.
SPECIAL TERMINATION ELECTION
FOR
2005 PLAN YEAR
I hereby elect to terminate my participation in the SJW
Corp. Annual Retainer Fee Deferral Election Program for the 2005
Plan Year and instead receive a lump distribution of the shares
of SJW Corp. common stock credited to the portion of my deferral
restricted stock account under such program which is
attributable to the annual retainer fees I elected to defer for
the 2005 calendar year and my related dividend rights. I
understand and agree that the lump sum distribution will be made
to me on or before December 31, 2005 and that such distribution
will constitute taxable income in calendar year 2005 for
federal, state and local income tax purposes. I further
understand that this election is irrevocable.
SIGNATURE: __________________________
PRINTED NAME: _______________________
DATED: _________________, 2005*
* The election must be filed with the Plan Administrator on or
before November 30, 2005 to be effective.