EX-99.2 4 s-8esppexhibit992.htm EXHIBIT 99.2

Exhibit

EXHIBIT 99.2

FIRST AMENDMENT

TO THE

SJW CORP.

2014 EMPLOYEE STOCK PURCHASE PLAN

WHEREAS, SJW Corp. (“SJW California”) maintained the SJW Corp. 2014 Employee Stock Purchase Plan (the “Plan”);

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 Plan; and

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

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

1.The title of the Plan shall be revised to “SJW Group 2014 Employee Stock Purchase Plan.”

2.The first paragraph of Section I is hereby amended in its entirety to read as follows:

“This 2014 Employee Stock Purchase Plan is intended to promote the interests of SJW Group, a Delaware corporation, by providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll deduction-based employee stock purchase plan designed to qualify under Section 423 of the Code.”

3.Section G of the Appendix is hereby amended in its entirety to read as follows

“G.    Corporation shall mean SJW Group, a Delaware corporation, and any corporate successor to all or substantially all of the assets or voting stock of SJW Group that shall by appropriate action adopt the Plan.”

4.    All references to “SJW Corp.” in the Plan shall be replaced with references to “SJW Group”.

5.    Except as expressly modified by this First Amendment, all the terms and provisions of the Plan shall continue to remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this First 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