Exhibit 10.2
EDISON INTERNATIONAL
2007 Executive Bonus Program
1. PURPOSE
The purpose of this Edison International 2007 Executive Bonus Program (this "Program") is to promote the
success of Edison International, a California corporation, (the "Corporation"), by motivating the
executives selected to participate in this Program and set forth in Section 3.1 below (each, a
"Participant") to maximize the performance of the Corporation and rewarding them with cash bonuses directly
related to such performance. This Program is intended to provide bonuses that qualify as performance-based
compensation within the meaning of Section 162(m) ("Section 162(m)") of the United States Internal Revenue
Code of 1986, as amended (the "Code"). This Program is adopted under Section 5.2 of the Corporation's 2007
Performance Incentive Plan (the "Plan") and, as set forth in Section 4.8 below, is subject to shareholder
approval of the Plan. Capitalized terms are defined in the Plan if not defined herein.
2. ADMINISTRATION
This Program shall be administered by the Compensation and Executive Personnel Committee of the Board (the
"Committee"), which shall consist solely of two or more members of the Board who are "outside directors"
within the meaning of Section 162(m). Action of the Committee with respect to the administration of this
Program shall be taken pursuant to a majority vote or by the unanimous written consent of its members. The
Committee shall have the authority to construe and interpret this Program and any agreements or other
document relating to Awards under the Program, may adopt rules and regulations relating to the
administration of this Program, and shall exercise all other duties and powers conferred on it by this
Program. Any decision or action of the Committee within its authority hereunder shall be conclusive and
binding upon all persons. Neither the Board nor the Committee, nor any person acting at the direction
thereof, shall be liable for any act, omission, interpretation, construction or determination made in good
faith in connection with this Program (or any Award made under this Program).
3. AWARDS
3.1 Award Grants; Maximum Bonus Amount. Each "Award" granted to a Participant under this Program
represents the opportunity to receive a cash payment determined under this Section 3 (a "Bonus"),
subject to the terms and conditions of this Program. The maximum amount of the Bonus payable to each
Participant (the "Maximum Bonus Amount") shall be determined by multiplying (i) the Bonus Pool (as
defined in Section 3.2 below), by (ii) the Participant's "Bonus Percentage" as set forth in the
following table:
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Bonus
Participant Percentage
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John E. Bryson 36%
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Theodore F. Craver, Jr. 12%
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Alan J. Fohrer 12%
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Thomas R. McDaniel 12%
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Lon Bouknight 12%
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Polly Gault 8%
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John R. Fielder 8%
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In no case, however, shall the amount of any Bonus exceed the applicable limit set forth in Section
5.2.3 of the Plan.
3.2 Bonus Pool. As soon as practicable after the end of the Corporation's 2007 fiscal year (the
"Performance Period"), the Committee shall determine the amount of the Corporation's earnings from
continuing operations (after interest, taxes, depreciation and amortization, and determined on a
consolidated basis) for the Performance Period (the "Performance Level"). The "Bonus Pool" shall be
determined by multiplying (i) the Performance Level, by (ii) one and one-half percent (1.5%). No
Participant shall receive any payment under this Program unless and until the Committee has certified,
by resolution or other appropriate action in writing, that the amount
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of the Performance Level has
been accurately determined in accordance with the terms, conditions and limits of this Program and
that any other material terms previously established by the Committee or set forth in this Program
applicable to the Award were in fact satisfied.
3.3 Committee Discretion. Notwithstanding the foregoing provisions, the Committee shall retain discretion
to reduce (but not increase) the Maximum Bonus Amount otherwise payable to any one or more
Participants pursuant to Sections 3.1 and 3.2. The Committee may exercise such discretion on any
basis it deems appropriate (including, but not limited to, its assessment of the Corporation's
performance relative to its operating or strategic goals for the Performance Period and/or the
Participant's individual performance for such period). For purposes of clarity, if the Committee
exercises its discretion to reduce the amount of any Bonus payable hereunder, it may not allocate the
amount of such reduction to Bonuses payable to other Participants.
3.4 Payment of Bonuses. Any Bonuses shall be paid (subject to tax withholding pursuant to Section 4.6) as
soon as practicable following the certification of the Committee's findings under Section 3.2 and its
determination of the final Bonus amount (after giving effect to any exercise of its discretion to
reduce Bonuses pursuant to Section 3.3).
3.5 Termination of Employment.
(a) Except as provided in Sections 3.5(b) and 3.5(c), in the event that a Participant's employment with
the Corporation and its Subsidiaries terminates at any time during the Performance Period, the
Participant's Award will immediately terminate upon such termination of employment, and the
Participant will not be entitled to any Bonus payment in respect of such Award.
(b) Notwithstanding Section 3.5(a), in the event that a Participant's employment with the Corporation and
its Subsidiaries terminates at any time during the Performance Period due to the Participant's
Retirement, death or permanent and total disability, the Participant shall be entitled to a
prorated Bonus payment with respect to his Award at the time set forth in Section 3.4. The amount
of such prorated Bonus shall be determined by multiplying (i) the amount of the Bonus determined
under this Section 3 that would have been payable to the Participant but for such termination of
employment, by (ii) a fraction (not greater than 1), the numerator of which is the number of
weekdays in the Performance Period from January 1, 2007 through the Participant's last day of
employment prior to such termination, and the denominator of which is the number of weekdays in
the entire Performance Period. For purposes of this Section 3.5, the term "Retirement" with
respect to a Participant shall mean a termination of the Participant's employment on or after the
first day of the month in which the Participant (A) attains age 65 or (B) attains age 61 with five
"years of service," as that term is defined in the Edison 401(k) Savings Plan.
(c) In the event that the Participant's employment terminates at any time during the Performance Period in
circumstances not covered by Section 3.5(b) and, in connection with such termination, the
Participant is entitled to severance benefits pursuant to the Corporation's Executive Severance
Plan, the Participant's right to a Bonus with respect to the Performance Period shall be
determined pursuant to the Corporation's Executive Severance Plan.
3.6 Adjustments. The Committee shall adjust the Performance Level, Bonus Pool and other provisions
applicable to Awards granted under this Program to the extent (if any) it determines that the
adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1)
any material change in corporate capitalization, any material corporate transaction (such as a
reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or
any complete or partial liquidation of the Corporation, (2) any change in accounting policies or
practices, (3) the effects of any special charges to the Corporation's earnings, or (4) any other
similar special circumstances.
3.7 Change in Control. If a Change in Control of EIX occurs at any time during the Performance Period,
the Performance Period for all outstanding Awards will be shortened so that the Performance Period
will be deemed to have ended on the last day prior to such Change in Control of EIX . The Bonus Pool
and the Bonuses payable with respect to each Award will be determined in accordance with the foregoing
provisions of this Section 3 based on such shortened Performance Period. Such Bonuses shall be paid
(subject to tax withholding pursuant to Section 4.6) as soon as practicable following the date of the
Change in Control of EIX. For purposes of this
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Section 3.7, "Change in Control of EIX" shall have the
meaning ascribed to such term in the Corporation's 2007 Long-Term Incentives Terms and Conditions.
4. GENERAL PROVISIONS
4.1 Rights of Participants.
(a) No Right to Continued Employment. Nothing in this Program (or in any other documents evidencing any
Award under this Program) will be deemed to confer on any Participant any right to continue in the
employ of the Corporation or any Subsidiary or interfere in any way with the right of the
Corporation or any Subsidiary to terminate his or her employment at any time.
(b) Program Not Funded. No Participant or other person will have any right or claim to any specific
funds, property or assets of the Corporation by reason of any Award hereunder. To the extent that
a Participant or other person acquires a right to receive payment pursuant to any Award hereunder,
such right shall be no greater than the right of any unsecured general creditor of the Corporation.
4.2 Non-Transferability of Benefits and Interests. Except as expressly provided by the Committee in
accordance with the provisions of Section 162(m), all Awards are non-transferable, and no benefit
payable under this Program shall be subject in any manner to sale, transfer, anticipation, alienation,
assignment, pledge, encumbrance or charge. This Section 4.2 shall not apply to an assignment of a
contingency or payment due (a) after the death of a Participant to the deceased Participant's legal
representative or beneficiary or (b) after the disability of a Participant to the disabled
Participant's personal representative.
4.3 Force and Effect. The various provisions herein are severable in their entirety. Any determination
of invalidity or unenforceability of any one provision will have no effect on the continuing force and
effect of the remaining provisions.
4.4 Governing Law. This Program will be construed under the laws of the State of California.
4.5 Construction.
(a) Section 162(m). It is the intent of the Corporation that this Program, Awards and Bonuses paid
hereunder will qualify as performance-based compensation or will otherwise be exempt from
deductibility limitations under Section 162(m). Any provision, application or interpretation of
this Program inconsistent with this intent to satisfy the standards in Section 162(m) shall be
disregarded.
(b) Section 409A. It is the intended that Awards under this Program qualify as "short-term deferrals"
within the meaning of the guidance provided by the Internal Revenue Service under Section 409A of
the Code and this Program shall be interpreted consistent with that intent. Bonuses payable
pursuant to this Program shall be paid by March 15, 2008 to the extent required to qualify such
Bonuses as such short-term deferrals.
4.6 Tax Withholding. Upon the payment of any Bonus, the Corporation shall have the right to deduct the
amount of any federal, state or local taxes that the Corporation or any Subsidiary may be required to
withhold with respect to such payment.
4.7 Amendment or Termination of Program. The Board or the Committee may at any time terminate, amend,
modify or suspend this Program, in whole or in part. Notwithstanding the foregoing, no amendment may
be effective without Board and/or shareholder approval if such approval is necessary to comply with
the applicable rules of Section 162(m).
4.8 Effective Date. Notwithstanding anything else contained herein to the contrary, any right of a
Participant to receive payment of a Bonus with respect to any Award granted hereunder is subject to
approval of the Plan by the shareholders of the Corporation prior to December 14, 2007.
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