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EQUITY COMPENSATION PLAN
2000 AWARD CERTIFICATE
This award is made by Edison International to [name]("Employee") as of
[date], pursuant to the Equity Compensation Plan. Edison International hereby
grants to Employee, as a matter of separate agreement and not in lieu of salary
or any other compensation for services the following:
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The right and option to purchase [ ]
shares of authorized Edison International
Common Stock at an exercise price of $[ ]
per share.
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A target grant of [ ] Performance
Shares at an initial value of [ ] per
share, the final number and value of
which will be contingent upon Edison's
relative Total Shareholder return and
stock price.
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This award is made subject to the conditions contained in the 2000 Long-Term
Incentives Terms and Conditions statement which is incorporated herein by
reference.
Edison International
By: Theodore F. Craver, Jr.
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Theodore F. Craver, Jr.
1
EDISON INTERNATIONAL
2000 Long-Term Incentives
Terms and Conditions
Long-term incentives (LTI) for the year 2000 for eligible persons (Holders) at
Edison International (EIX) or its participating affiliates (the Companies, or
individually, the Company) include EIX nonqualified stock options to purchase
EIX common stock (EIX Options) to be awarded under the Equity Compensation Plan
(Plan) and contingent EIX Performance Shares, 50% of which will be payable as
Stock Grants under the Plan and 50% of which will be payable in cash outside of
the Plan. The LTI are subject to the following terms and conditions:
1. PRICE
The exercise price of an EIX Option stated in the award certificate is the
average of the high and low sales prices of EIX Common Stock as reported in the
Western Edition of The Wall Street Journal for the New York Stock Exchange
Composite Transactions for the date of the award.
2. VESTING
(a) Subject to the provisions of Section 3, EIX Options may only be exercised or
paid to the extent vested. The initial vesting date will be January 2nd of the
year following the date of the grant, or six months after the date of the grant,
whichever date is later. The EIX Options will vest as follows:
o On the initial vesting date, one-fourth of the EIX Options will vest.
o On January 2nd of the following year, an additional one-fourth of the EIX
Options will vest.
o On January 2nd of the following year, an additional one-fourth of the EIX
Options will vest
o On January 2nd of the fourth year following the date of grant, the balance
of the EIX Options will vest.
(b) The vested portions of the EIX Options will accumulate to the extent not
exercised, and be exercisable by the Holder subject to the provisions of Section
3, in whole or in part, in any subsequent period but not later than the first
business day of the 10th calendar year following the date of the award.
(c) One-half of the Performance Shares will vest and become payable to the
extent earned at the end of the second year of the Performance Period (defined
in Section 4) (first payment date). The remaining one-half of the Performance
Shares will vest and become payable to the extent earned at the end of the full
three-year Performance Period (second payment date).
(d) If, during the vesting period or a Performance Period, the Holder retires,
terminates employment while on leave with a permanent and total disability, or
dies, then the vesting and exercise provisions of this Section 2(d) will apply.
The EIX Options will vest to the extent necessary to cause the aggregate amount
of vested EIX Options (including any previously exercised) to equal the product
of 1/48th of the number of shares granted times the number of full months of
service the Holder has completed during the vesting period, and such vested
options will be exercisable for the full original term. The Performance Shares
will vest on a pro rata basis based on each full month of service the Holder
completes during the first two years of the Performance Period for the first
payment date, and during the full three-year Performance Period for the second
payment date. Performance Shares will be payable to the Holder on such pro rata
basis on the applicable payment date to the extent of the EIX total shareholder
return (TSR) ranking achieved as specified in Section 4. Notwithstanding the
foregoing, the LTI of a Holder who served as a member of the Southern California
Edison Company Management Committee (which was dissolved in 1993) will fully
vest upon his or her retirement or death, or upon employment termination while
on leave of absence with a permanent and total disability.
(e) Upon termination of employment during the EIX Option term for any reason
other than those specified in Section 2(d), only those EIX Options that have
vested as of the prior vesting date may be exercised, and they will be forfeited
unless they are exercised within 180 days following the date of termination or
by the end of the applicable EIX Option term, if that date is earlier. If such
termination occurs (i) during the first two years of the Performance Period, all
Performance Shares will be forfeited, or (iii) during the third year of the
Performance Period, those Performance Shares subject to payment at the end of
the three-year Performance Period will be forfeited.
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(f) Notwithstanding the foregoing, LTI may vest in accordance with Section 3.4
of the Plan as a result of certain events, including liquidation of EIX or
merger, reorganization or consolidation of EIX as a result of which EIX is not
the surviving corporation. Upon a change of control of EIX following the
occurrence of a Distribution Date, as that term is defined in the Rights
Agreement approved by the EIX Board of Directors on November 20, 1996, as
amended, the LTI will vest and EIX Options will remain exercisable for at least
two years following the Distribution Date. During that period, (i) the Plan may
not be terminated, (ii) individual awards may not be cashed out, terminated, or
modified without the Holder's consent, and (iii) valuation procedures and
exercise periods will occur on a basis consistent with past practice.
3. EIX OPTION EXERCISE
(a) The Holder may exercise an EIX Option by providing written notice to EIX on
the form prescribed by EIX for this purpose accompanied by full payment of the
applicable exercise price. Payment must be in cash, or its equivalent, including
EIX Common Stock valued on the exercise date at a per share price equal to the
average of the high and low sales prices of EIX Common Stock as reported in the
Western Edition of The Wall Street Journal for the New York Stock Exchange
Composite Transactions acceptable to EIX. A "cashless" exercise may be
accommodated for EIX Options at the discretion of EIX. Until payment is
accepted, the Holder will have no rights in the optioned stock. EIX Options may
be exercised at any time after they have vested through the first business day
of the 10th calendar year following the date of the award except as otherwise
provided in Sections 2(e) and 8.
(b) The Holder agrees that any securities acquired by him or her hereunder are
being acquired for his or her own account for investment and not with a view to
or for sale in connection with any distribution thereof and that he or she
understands that such securities may not be sold, transferred, pledged,
hypothecated, alienated, or otherwise assigned or disposed of without either
registration under the Securities Act of 1933 or compliance with the exemption
provided by Rule 144 or another applicable exemption under such act.
(c) The Holder will have no right or claim to any specific funds, property or
assets of EIX as a result of the award.
4. PERFORMANCE SHARES
(a) Performance Shares are EIX stock-based units subject to a performance
measure based on the percentile ranking of EIX total shareholder return (TSR)
compared to the TSR for each stock in the Dow Jones Electric Utilities Group
Index over all or part of a three-calendar-year period commencing on January 1st
of the year the Performance Shares are granted ("Performance Period"). TSR is
calculated using a 20-day trading average on the measurement dates. A target
number of contingent Performance Shares will be awarded during the first two
months of the Performance Period. The actual amount of Performance Shares to be
paid will depend on the EIX TSR percentile ranking. The target number of
Performance Shares will be paid if the EIX TSR rank is at the 60th percentile.
Payment may range from nothing if the EIX TSR is below the 40th percentile to
three times the target number of Performance Shares if the EIX TSR percentile
ranking is at the 90th percentile or higher. The payment multiples for the
various EIX TSR rankings are as follows:
Performance Share Payment
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EIX TSR Rank Payment Multiple(1)
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Above 90th Percentile 3 times
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75th to 89th Percentile Between 2 and 3 times
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60th to 74th Percentile Between 1 and 2 times
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40th to 59th Percentile Between 0.25 and 1 times
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Below 40th Percentile 0 times
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(1) The multiple is interpolated for performance between
the points indicated.
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(b) There will be two performance measurement dates and payment dates during the
three-year Performance Period for the initial grant of Performance Shares in the
year 2000, each covering one-half of the contingent target Performance Shares
awarded. The first measurement and payment date covering the first two years of
performance will be the last business day of the second year of the Performance
Period, the second measurement and payment date will be the last business day of
the Performance Period covering all three years of performance. The applicable
target multiple earned as provided in the table above for one-half of the
Performance Shares will be paid for each Performance Period to the extent of the
EIX TSR percentile ranking achieved on the date of measurement.
(c) Each Performance Share earned will be worth one share of EIX Common Stock.
One-half of the earned Performance Shares will be paid in EIX Common Stock as a
Stock Payment under the Plan. The remaining one-half of the earned Performance
Shares will be paid in cash and the value of each Performance Share will be
equal to the average of the high and low sales prices per share of EIX Common
Stock as reported in the Western Edition of The Wall Street Journal for the New
York Stock Exchange Composite Transactions for the measurement date. The shares
of EIX Common Stock and the cash payable for the earned Performance Shares will
be delivered within 30 days following the end of the Performance Periods
described in Section 4(b).
5. DELAYED PAYMENT OR DELIVERY OF LTI GAINS
Notwithstanding the terms of any LTI, Holders who are eligible to defer salary
under the EIX Executive Deferred Compensation Plan (EDCP) may irrevocably elect
to alternatively exercise all or part of any vested EIX Option pursuant to the
terms of the Option Gain Deferral Program (OGDP), and/or may irrevocably elect
to defer receipt of all or a part of the cash portion of any Performance Shares
pursuant to the terms of the EDCP. To make such an election, the Holder must
submit a signed agreement in the form approved by the Administrator at least six
months prior to the expiration date of the EIX Option, or the payment date of a
Performance Share. An EIX Option may not be exercised for six months thereafter
except under the limited circumstances specified in the OGDP. Any subsequent
exercises or payments will be subject to the terms, conditions and restrictions
of the OGDP or the EDCP, as applicable.
6. TRANSFER AND BENEFICIARY
(a) The LTI will not be transferable by the Holder. During the lifetime of the
Holder, the LTI will be exercisable only by him or her. The Holder may designate
a beneficiary who, upon the death of the Holder, will be entitled to exercise
the then vested portion of the LTI during the remaining term subject to the
provisions of the Plan and these terms and conditions.
(b) Notwithstanding the foregoing, EIX Options of the CEOs of EIX, Edison
Mission Energy, Edison Capital and Edison Enterprises, the COO of Southern
California Edison and the EVPs of EIX are transferable to a spouse, children or
grandchildren, or trusts or other vehicles established exclusively for their
benefit. Any transfer request must specifically be authorized by EIX in writing
and shall be subject to any conditions, restrictions or requirements as the
administrator may determine.
8. TERMINATION OF LONG TERM INCENTIVES
As set forth in Section 2(e), in the event of termination of the employment of
the Holder for any reason other than retirement, permanent and total disability
or death of the Holder, EIX Options will terminate 180 days from the date on
which such employment terminated, and Performance Shares will be forfeited. In
addition, the LTI may be terminated if EIX elects to substitute cash awards as
provided under Section 12.
9. TAXES
EIX will have the right to retain and withhold the amount of taxes required by
any government to be withheld or otherwise deducted and remitted with respect to
the exercise of any LTI. In its discretion, EIX may require the Holder to
reimburse EIX for any such taxes required to be withheld by EIX and may withhold
any distribution in whole or in part until EIX is so reimbursed. In lieu
thereof, EIX will have the right to withhold from any other cash amounts due
from EIX to the Holder an amount equal to such taxes required to be withheld by
EIX, or to retain and withhold a number of shares of EIX Common Stock having a
market value equal to such taxes and cancel (in whole or in part) the shares, or
to repurchase such shares from the Holder within six months after the shares of
Common Stock were acquired by the Holder. Shares withheld or repurchased to
reimburse EIX for federal and state income and payroll taxes shall be limited to
the number of shares which have a Fair Market Value on the date of withholding
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or repurchase equal to the aggregate amount of such tax liabilities based on the
minimum statutory withholding rates that are applicable to such supplemental
taxable income.
Each recipient of an EIX Option must attach a statement to his or her federal
and state tax returns for the year in which the EIX Option was granted
containing certain information specified in tax regulations. A sample statement
is attached.
10. CONTINUED EMPLOYMENT
Nothing in the award certificate or this Statement of Terms and Conditions will
be deemed to confer on the Holder any right to continue in the employ of EIX or
an EIX affiliate or interfere in any way with the right of the employer to
terminate his or her employment at any time.
11. NOTICE OF DISPOSITION OF SHARES AND SECTION 16
(a) Holder agrees that if he or she should dispose of any shares of stock
acquired on the exercise of EIX Options, including a disposition by sale,
exchange, gift or transfer of legal title within six months from the date such
shares are transferred to the Holder, the Holder will notify EIX promptly of
such disposition.
(b) If an LTI is granted to a person who later becomes subject to the provisions
of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"),
the LTI will immediately and automatically become subject to the requirements of
Rule 16b-3(d)(3) ("Rule") and may not be exercised, paid or transferred until
the Rule has been satisfied. In its sole discretion, the Administrator may take
any action to assure compliance with the requirements of the Rule, including
withholding delivery to Holder (or any other person) of any security or of any
other payment in any form until the requirements of the Rule have been
satisfied. The Secretary of Edison International may waive compliance with the
requirements of the Rule if he or she determines the transaction to be exempt
from the provisions of paragraph (b) of Section 16.
12. AMENDMENT
The LTI are subject to the terms of the Plan as amended from time to time. EIX
reserves the right to substitute cash awards substantially equivalent in value
to the LTI. The LTI may not otherwise be restricted or limited by any Plan
amendment or termination approved after the date of the award without the
Holder's consent.
13. 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.
14. GOVERNING LAW
The terms and conditions of the LTI will be construed under the laws of the
State of California.
15. NOTICE
Unless waived by EIX, any notice required under or relating to the LTI must
be in writing, with postage prepaid, addressed to: Edison International,
Attn: Corporate Secretary, P.O. Box 800, Rosemead, CA 91770.
EDISON INTERNATIONAL
Theodore F. Craver, Jr
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Theodore F. Craver, Jr.
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STATEMENT PURSUANT TO INCOME TAX
REGULATION SECTION 1.61-15(c)
This statement is attached to my income tax return in compliance with
the requirements of Income Tax Regulation ss.1.61-15(c) relative to a
nonqualified stock option I received on ------------------.
(1) Name and address of the taxpayer:
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(2) Description of Securities subject to the option:
On ------------------, I was granted a nonqualified stock option covering
- -------- shares of Edison International common stock.
(3) Period during which the option is exercisable:
The option vests and becomes exercisable as to one-fourth of the
covered shares on January 2nd of the first year after the date of grant (or six
months after the date of grant if later) and as to an additional one-fourth on
January 2nd of each of the three years thereafter. To the extent vested, the
option may be exercised at any time through the first business day of the 10th
calendar year following the date of the award.
(4) Whether the option had an ascertainable market value:
The option did not have a readily ascertainable fair market value on the
date of the grant.
(5) Whether the option was granted as compensation:
The option was granted as compensation and is subject to Reg.ss.1.61-15(a).
Respectfully Submitted,