ENOVA CORPORATION
1986 LONG-TERM INCENTIVE PLAN
1996 RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is entered
into this _____ day of ________, 1996, by and between ENOVA CORPORATION,
a California corporation ("Enova") and ________________________
("Participant").
......WHEREAS, the Boards of Directors of Enova and San Diego Gas &
Electric Company ("SDG&E") ("the Boards") have adopted the Enova
Corporation 1986 Long-Term Incentive Plan (the "Plan"), which provides
for the granting to selected employees of Enova and its subsidiaries of
awards of Common Stock of Enova Corporation ("Restricted Stock Awards");
......WHEREAS, the grant of Restricted Stock Awards is intended as an
incentive which will attract and retain highly competent persons as
officers and key employees of Enova and its subsidiaries;
......WHEREAS, Participant is a selected employee of Enova and/or one of
its subsidiaries; and
......WHEREAS, the Executive Compensation Committees of the Boards of
Enova and SDG&E (the "Committees") have authorized, and the Boards have
approved, the grant of a Restricted Stock Award to Participant pursuant
to the terms of the Plan.
......NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1.....Grant of Restricted Stock Award
......Enova hereby grants to Participant, on the terms, conditions and
restrictions hereinafter set forth, and in accordance with the Plan
which is incorporated herein, as a matter of separate inducement to
achieve a certain goal set by the Boards and not in lieu of any salary
or other compensation for Participant's services, a Restricted Stock
Award consisting of ____________________________________________
(_________) shares of the authorized but unissued shares of Enova
Corporation Common Stock, (the "Shares").
2.....Receipt and Transfer of Shares
......Participant hereby acquires the Shares, and Enova hereby transfers
the Shares to Participant. Concurrently with the execution hereof, Enova
has delivered to Participant, and Participant acknowledges receipt into
escrow of, a certificate or certificates evidencing the Shares, duly
issued to Participant by Enova Corporation. Concurrently with the
execution hereof, Participant acknowledges that the Secretary or
Assistant Secretary of Enova, holds on behalf of Participant all
certificates evidencing the Shares. Participant also acknowledges prior
receipt of a prospectus for the Plan, a copy of the Plan, and the most
recent Annual Report of Enova Corporation. Participant shall execute
all such stock powers and other instruments of transfer in favor of
Enova as are necessary at any time in the future to perform this
contract.
3.....Shareholder of Record
......Enova agrees that Participant shall be deemed a shareholder of
record with respect to the Shares on the date first written above.
4.....Restricted Term
......The Restricted Term with respect to the Shares shall commence on
the date first above written. The restrictions will be removed from and
the restricted term will expire on one quarter of the restricted shares
after the end of each of the years 1997, 1998, 1999 and 2000:
.............
......a......If, at the end of each of such year the Corporation's
earnings per share meet or exceed the target earnings per share as set
by the Executive Compensation Committee.
......b......If, beginning in 1998, at the end of any quarter, the
published quarterly earnings meet or exceed the previous year's target
earnings plus 25% of the annual target increase per quarter.
......c......At the end of 2000, the remaining restricted shares not
released previously may be released in the discretion of the Board
dependent upon the impact on 1997 through 2000 earnings of industry and
corporate restructuring during such period.
......d......The Board, in response to industry or corporate
restructuring, may elect to change the Plan design and performance goals
to align the Plan with a new long term direction.
5....Voting and Other Rights
......During the Restricted Term, Participant shall, except as otherwise
provided herein, have all of the rights of a stockholder with respect to
all of the Shares subject to the Restricted Term, including without
limitation the right to vote such Shares and the right to receive all
dividends or other distributions with respect to such Shares. In
connection with the payment of such dividends or other distributions,
there shall be deducted any taxes or other amounts required by any
governmental authority to be withheld and paid over to such authority
for the account of Participant.
6.....Restrictions On Inter Vivos Transfer
......During the Restricted Term, the Shares subject to the Restricted
Term shall not be sold, assigned, transferred, hypothecated or otherwise
alienated, disposed of or encumbered except as provided in the Plan.
The certificate for such Shares shall bear the following legend, or any
other similar legend as may be required by Enova:
......"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
ENCUMBERED OR DISPOSED OF EXCEPT AS PERMITTED BY ENOVA
CORPORATION'S 1986 LONG-TERM INCENTIVE PLAN OR THE COMMITTEE WHICH
ADMINISTERS THAT PLAN."
7.....Termination of Participant's Employment
......In the event Participant ceases to be employed by Enova and/or one
of its subsidiaries at any time before the end of the Restricted Term
for any reason, Participant shall deliver to Enova all certificates
evidencing the Shares subject to the Restricted Term, accompanied by
stock powers and other instruments of transfer duly executed by
Participant to transfer such shares to Enova.
8.....Election to Recognize Income
......Check one:
......a....___..Participant elects, pursuant to the Internal Revenue
Code as amended, and the comparable provisions of state tax law, to
include in gross income in connection with the grant of this Restricted
Stock Award, all amounts now recognizable.
......b....___ Participant shall not elect, pursuant to the Internal
Revenue Code as amended, or comparable provisions of any state tax law,
to include any amount in gross income in connection with the grant of
this Restricted Stock Award.
9.....Withholding and Registration
.....a.....Upon recognition of income as elected in paragraph 8 above,
Participant shall, with respect to such Shares, make payment, in the
form of cash or a cashier's check or in the manner stated in paragraph
9(b) below, to Enova in an amount sufficient to satisfy any taxes or
other amounts Enova determines is required by any governmental authority
to be withheld and paid over by Enova or any of its subsidiaries to such
authority for the account of Participant (collectively, "Withholding
Taxes"), or shall otherwise make arrangements satisfactory to Enova for
the payment of such amounts through withholding or otherwise. For
purposes of paragraph 8(a), such payment or arrangements shall be made
by December 6, 1996. For purposes of paragraph 8(b), the date shall be
30 days after the restrictions are removed. Participant shall, if
requested by Enova, make appropriate representations in a form
satisfactory to Enova that such Shares will not be sold other than
pursuant to an effective registration statement under the Securities Act
of 1933, as amended, or an applicable exemption from the registration
requirements of such Act.
.....b......Subject to the restrictions set forth in paragraph 9(c) and
such rules as the Committee may from time to time adopt and upon
approval by the Committee in its sole discretion, Participant may elect
to satisfy all or any portion of such Participant's tax withholding
obligations set forth in paragraph 9(a) by electing (i) to have Enova
withhold from delivery of any Shares otherwise deliverable to
Participant in the manner set forth in paragraph 10 hereof, a portion of
such Shares to satisfy Withholding Taxes or (ii) to deliver to Enova
shares of Common Stock, no par value, of Enova, other than those
delivered to Participant in the manner set forth in paragraph 10 hereof,
to satisfy all or any portion of such Participant's Withholding Taxes.
The number of Shares withheld from delivery or such other shares
delivered shall equal the number of shares the Committee, in its sole
discretion, determines to have a fair market value equal to the amount
of such Participant's Withholding Taxes required to be withheld or paid
over by Enova or any of its subsidiaries and which Participant elected
to be satisfied by withholding or delivery of shares.
.....c......Participant's election to satisfy all or any portion of
Participants Withholding Taxes under paragraph 9(b) is subject to the
following restrictions:
............(i) such election must be made in writing on or before the
date when the amount of Withholding Taxes is required to be
determined (the "Tax Date");
............(ii) such election shall be irrevocable;
............(iii).such election shall be subject to the approval or
disapproval of the Committee, in its sole discretion;
............(iv) the fair market value of the Shares to be withheld or
other shares of Common Stock to be delivered to Enova for the
purposes of satisfying all or any portion of such Participant's
Withholding Taxes shall be deemed to be the average of the highest
and lowest selling prices of such stock as reported on the New
York Stock Exchange Composite Transactions Tape on the Tax Date,
or if such stock is not traded that day, then on the next
preceding day on which such stock was traded; and
............(v).. if Participant is or becomes subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), such election must be made in compliance with Rule 16b-3(e)
promulgated under said Section 16(b) or any successor regulation
promulgated thereunder.
10....Delivery of Shares
......Upon expiration of the Restricted Term applicable to any shares as
provided in the manner stated in paragraph 4 above and payment by the
Participant as required in paragraph 9 above, the Secretary or Assistant
Secretary of Enova shall deliver to Participant all certificates
evidencing the Shares free of legend and no longer subject to the
Restricted Term and all restrictions set forth herein with respect to
such Shares shall terminate.
......If at the end of 2000 the restrictions have not been removed from
and the Restricted Term has not expired on any of the shares received by
Participant under this Agreement, Participant shall deliver to Enova all
certificates evidencing such shares accompanied by stock powers and
other instruments of transfer duly executed by Participant to transfer
such shares to Enova.
11....Effects On Participant's Continued Employment
......Participant's right, if any, to continue to serve Enova and/or its
subsidiaries as an officer or employee shall not be enlarged or
otherwise affected by the grant to him or her of this Restricted Stock
Award, nor shall such grant in any way restrict the right of Enova
and/or any of its subsidiaries to terminate Participant's employment at
any time.
12....Further Action
......Each party hereto agrees to perform any further acts and to
execute and deliver any documents which may be reasonably necessary to
carry out the provisions hereof.
13....Parties in Interest and Governing Law
......This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective assigns and successors-in-
interest, and shall be governed by and interpreted in accordance with
the laws of the State of California.
14....Entire Agreement
......This Agreement contains the entire agreement and understanding
between the parties as to the subject matter hereof.
15....Invalid Provisions
......The invalidity or unenforceability of any particular provision
hereto shall not affect the other provisions hereof, and this Agreement
shall be construed in all respects as if such invalid or unenforceable
provisions were omitted.
16....Amendment
......No amendment or modification hereof shall be valid unless it shall
be in writing and signed by both parties hereto.
17....Counterparts
......This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, and taken together shall constitute
one and the same document.
18....Notices
......All notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficient in all respects
only if delivered in person or sent via certified mail, postage prepaid,
addressed as follows:
...If to Enova:.........Enova Corporation
........................P. O. Box 129400
........................San Diego, CA 92112-9400
........................Attention: Corporate Secretary
...If to Participant:...________________________________________
........................________________________________________
........................________________________________________
or such other address as shall be furnished in writing by any such
party. Any such notice or communication shall be deemed to have been
delivered when delivered in person or 48 hours after the date it has
been mailed in the manner described above.
...IN WITNESS WHEREOF, the parties hereto have executed this Restricted
Stock Award Agreement on the day and year first above written.
PARTICIPANT.........................ENOVA CORPORATION
____________________________________By:_________________________________
Signature of Participant
....................................Title:______________________________