EXHIBIT 10.2
SAN DIEGO GAS & ELECTRIC COMPANY
1994 DEFERRED COMPENSATION AGREEMENT
FOR OFFICERS #1
(1994 BASE COMPENSATION)
(1995 BONUS)
THIS AGREEMENT, made and entered into this 31st day of December, 1993, by
and between San Diego Gas & Electric Company, (hereinafter "Company") and
____________________________________ (hereinafter "Officer"), an elected Officer
of Company.
WITNESSETH:
WHEREAS, in addition to 1994 base compensation, incentive compensation
payable in the form of a single sum cash bonus may be paid to Officer in 1995
for outstanding performance in 1994 ("1995 Bonus"); and
WHEREAS, Officer and Company desire that the payment of said 1994 base
compensation and/or 1995 bonus to Officer be deferred, pursuant to the terms and
provisions of this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. This Agreement shall be effective on the first date after its execution
upon which Officer's bonus would otherwise be payable to Officer for outstanding
performance and shall continue in effect until this Agreement is terminated as
provided herein.
2. Company shall credit to an account on Company's books, in Officer's
name, that portion of such Officer's bonus otherwise payable to Officer as may
be specified by Officer on an Election Form submitted to Company simultaneously
with the execution of this Agreement. If an Officer has elected to defer 100%
of such Officer's bonus and the Officer is also participating in the Savings
Plan of San Diego Gas & Electric to the maximum extent permissible, such Officer
may also elect to defer, and Company shall credit to the Officer's account, a
portion of such Officer's base compensation (in equal monthly installments of
whole dollar amounts).
3. There shall be credited to Officer's account an additional amount equal
to seven percent (7%) per annum computed on the balance in Officer's account as
of the end of each month; provided, however, that Company reserves the right
to increase or decrease from time to time such amounts to be credited to the
account after the date of such increase or decrease, provided that upon a
"change-in-control" (as defined in the SDG&E Amended 1986 Long-Term Incentive
Plan) the percentage used shall not decrease to less than the last published
percentage shown in Moody's Average of Yields on Public Utility Bonds for a
utility having a rating equivalent to SDG&E.
4. All amounts credited to Officer's account pursuant to paragraphs 2 and
3 hereof shall be paid to Officer on the date(s) specified by Officer on this
Agreement's Election Form. In the event of Officer's death after installment
payments to Officer have commenced hereunder, installment payments shall
continue to be paid to the person(s) specified by Officer on the Election Form
for the remainder of the period selected by Officer on this Agreement's Election
Form. In the event of Officer's death before any payment has been made under
this Agreement, Officer's account shall be distributed or commence to be
distributed, as soon as administratively practicable after Officer's death, to
the person(s) specified by Officer on this Agreement's Election Form in the form
and over the period selected on such Election Form. The Company's Executive
Compensation Committee may, in its sole discretion, provide instead for payment
of the amount in Officer's account to Officer's beneficiary in a form and over
a period determined by the Committee except that the Committee's authority and
discretion to change the form or period of distribution shall terminate upon
such a "change-in-control." If Officer's spouse is the beneficiary, the annual
amount of any installment payments under this paragraph 4 shall at least equal
the entire annual income earned by the account and if the spouse dies prior to
distribution of all amounts in Officer's account, all undistributed income on
such account shall be distributed to the spouse's estate. Upon the death of
Officer's beneficiary, the balance in Officer's account (after the application
of the previous sentence, if the spouse is the beneficiary) shall be
distributed to the person(s) designated by the beneficiary on a form provided
by Company or, if no designation is made, to the beneficiary's estate.
5. No amounts credited to Officer's account may be assigned, transferred,
encumbered, or made subject to any legal process for the payment of any claim
against Officer, Officer's spouse or beneficiary. In no event shall Officer,
Officer's spouse or beneficiary have the right to recover any amounts credited
to Officer's account other than in accordance with this Agreement.
6. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between Company and the Officer or any
other person. To the extent that any person acquires a right to receive
payments from Company under this Agreement, such right shall be no greater than
the right of any unsecured general creditor of Company. Title to and
beneficial ownership of any assets, whether cash or investments which Company
may earmark to pay the deferred compensation hereunder, shall at all times
remain assets of Company and neither the Officer nor any other person shall,
under this Agreement, have any property interest whatsoever in any specific
assets of Company.
7. The existence of this Agreement shall not confer upon any Officer any
right to continue to serve as an Officer for any period of time.
8. This Agreement may be terminated by Company upon 30 days written
notice to the Officer. Such termination shall be applicable only with respect
to bonuses and/or base compensation payable to Officer on and after the first
day of the calendar year following the date of termination. Funds previously
deferred and credited (and income earned on such funds) will continue to be
governed by the applicable year's Officer's Deferred Compensation Agreement
Election Form and Section 3 of this Agreement.
9. Officer acknowledges that Officer has been advised that Officer may
confer with and seek advice from a tax or financial advisor of Officer's choice
concerning this deferral. Officer further acknowledges that Officer has not
received tax advice from SDG&E nor has Officer relied upon information provided
by SDG&E in electing to make this deferral.
IN WITNESS WHEREOF, this Agreement has been executed on the day and year
written above.
OFFICER SAN DIEGO GAS & ELECTRIC COMPANY
__________________________ By ____________________________