James Hunter

Thursday, July 19, 2012

SJWC - SJW Corporation Compensation & Severance

SJW Corporation - W. Richard (Rich) Roth

Total Severance Package: $11,164,135
plus stock and rights $5,320,962
(Click on link for the entire SCHEDULE 14A, the following is an excerpt)

If (i) Mr. Roth's employment had been involuntarily terminated for any reason other than death, disability or good cause (as defined in Mr. Roth's employment agreement) or his employment had been voluntarily terminated for good reason (as defined in such agreement) on December 31, 2011 and (ii) such termination had not occurred under circumstances entitling him to benefits under the Executive Severance Plan, then he would have been entitled to the following payments and benefits in connection with such termination of employment:

                                                                                                  Value of 36 Months of  
                                                                                         Reimbursed COBRA Continuation
            Cash   Severance                                                        Health Care Coverage
--------------------------                     ------------------------
           $2,437,500 (1)(3)                                                               $41,536 (2)(3)

Represents 3.9 times the annual rate of base salary of $625,000 in effect for Mr. Roth on December 31, 2011.
Represents 36 months of health benefit coverage at an average monthly rate of $1,153.77.
Pursuant to his employment agreement, Mr. Roth may not, during the one-year period following his termination of employment, solicit any individuals who were in the Corporation's employ at the time of such termination or within the preceding six months to work for him or any other entity with which he is affiliated.
As of December 31, 2011, Mr. Roth held outstanding restricted stock units covering 50,517 unvested shares of the Corporation's common stock. Such number does not include restricted stock units covering 7,000 shares which were granted in January 2009 and were scheduled to vest upon the attainment of a specified total shareholder return measured over the three-year period ending December 31, 2011 but which were cancelled because the performance objective was not achieved. Restricted stock units covering 12,667 of those 50,517 shares will vest in one or more successive equal annual installments upon his continued service with the Corporation. Restricted stock units for the remaining 37,850 shares will vest upon the attainment of a specified total shareholder return over the five-year period ending December 31, 2014. However, if on December 31, 2011, Mr. Roth's employment had terminated by reason of death or disability or had been involuntarily terminated other than for good cause (as defined in Mr. Roth's employment agreement) or had he resigned for good reason (as defined in such agreement), then upon such a qualifying termination event, his restricted units covering 12,667 unvested shares of common stock would have vested on an accelerated basis for a total value of $299,448. Such accelerated value was based on the $23.64 per share closing selling price of the common stock on December 30, 2011, the last trading day of the 2011 fiscal year. In addition, Mr. Roth would, as a result of such a qualifying termination event, vest in a pro-rated amount of his 37,850 shares on December 31, 2014 if the applicable performance vesting objective for those particular shares is met upon the completion of the performance period ending on that date. The number of restricted stock units in which Mr. Roth would vest on such pro-rated basis upon such attainment of the performance objective would be determined by multiplying the total number of restricted stock units at the time subject to the award by a fraction the numerator of which is the number of whole months of service (rounded up to the next whole month) completed by Mr. Roth during the five-year performance period and the denominator of which is 60 months. To the extent Mr. Roth were to vest in one or more restricted stock units in accordance with the foregoing, the underlying shares would be issued on January 31, 2015.
In addition, Mr. Roth would be entitled to accumulated retirement benefit with a present value of $5,253,900 as of December 31, 2011 and vested deferred compensation in the amount of $3,472,735 as of that date.
The outstanding stock options granted to Mr. Roth contain a provision pursuant to which those options may remain outstanding for up to four years if he terminates employment under certain prescribed circumstances.

Extended COBRA, Continuation Health Care Coverage, is valued at $41,536 was not included in the estimated severance package for Mr. Roth. Mr. Roth's stock and stock rights are also estimated and listed separately, as there is an extension of the period the options may be exercised, after termination of employment..

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