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EXHIBIT 10.20
SOUTHERN CALIFORNIA EDISON COMPANY
1993 EXECUTIVE INCENTIVE COMPENSATION PLAN
AS ADOPTED DECEMBER 17, 1992
WHEREAS, it has been determined that it is in the best interest of the
Southern California Edison Company to offer and maintain competitive executive
compensation programs designed to attract and retain qualified executives; and
WHEREAS, it has been determined that providing financial incentives to
executives which reinforce and recognize Company, organizational and individual
performance and accomplishments will enhance the financial and operational
performance of the Company; and
WHEREAS, it has been determined that an incentive compensation program
would encourage the attainment of short-term corporate goals and objectives;
NOW, THEREFORE, the Southern California Edison Company 1993 Executive
Incentive Compensation Plan has been established by the Compensation Committee
of the Board of Directors effective January 1, 1993 and made available to
eligible executives of the Company subject to the following terms and
conditions:
1. DEFINITIONS. When capitalized herein, the following terms are defined
as indicated:
"Base Salary" is defined to be the annual salary for the Participant
as of January 1st of the Performance Period, as fixed by the Board of Directors
or by the executive officers of the Company.
"Board" shall mean the Board of Directors of the Company.
"Chairman" shall refer to the Chairman of the Board and Chief
Executive Officer of the Company.
"Code" shall refer to the Internal Revenue Code of 1986, as amended.
"Company" shall mean the Southern California Edison Company.
"Committee" shall mean the Compensation Committee of the Board.
"Participant" shall include the Chairman of the Board and Chief Executive
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Officer, President, Executive Vice Presidents, Senior Vice Presidents,
Corporate Vice Presidents, Corporate Secretary, appointed Division and Regional
Vice Presidents, and managers who are in Salary Grades 13 and 14, and whose
participation in this Plan has been approved by the Chairman.
"Plan" is defined to be the Southern California Edison Company 1993
Executive Incentive Compensation Plan.
2. ELIGIBILITY. To be eligible for the full amount of any
incentive award, an individual must have been a participant for the entire
calendar year. Pro-rata awards may be distributed to participants who are
discharged for reasons other than incompetence, misconduct or fraud, or who
resigned, retired or became disabled during the calendar year, or who were
participants for less than the full year. A pro-rata award may be made to a
participant's designated beneficiary in the event of death of a participant
during a calendar year prior to an award being made.
3. COMPANY PERFORMANCE GOALS. The Chairman will furnish
recommended Company achievement areas to the Committee, out of which the
Committee will, in consultation with the Chairman, select those areas of
achievement upon which they wish the Company to focus particular attention and
identify performance goals for the year.
The performance goals must represent relatively optimistic, but
reasonably attainable goals the accomplishment of which will contribute
significantly to the attainment of Company objectives.
4. INDIVIDUAL INCENTIVE AWARD LEVELS. Company, organizational
and individual performance relative to the pre- established goals will
determine the award a Participant can receive.
Although most performance goals will be stated in terms of results to
be achieved during the calendar year, it is important that long-range goals and
objectives be included. These long-range goals and objectives will have
payoffs later than the year in question, but short-term sub-goals may be
established for the calendar year.
If the Committee determines Company performance goals have been met,
Participants will be eligible for individual incentive awards not to exceed the
following maximum award percentages:
65% of year-end base salary for the Chairman;
60% of year-end base salary for the President;
55% of year-end base salary for each Executive Vice President;
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45% of year-end base salary for each Senior Vice President;
40% of year-end base salary for each Corporate Vice President and the
Corporate Secretary;
35% of year-end base salary for each appointed Divisional and Regional
Vice President; and
25% of year-end base salary for each manager who is in Salary Grade 13
or 14.
Each award shall be approved by the Committee and reported to the
Board. Incentive awards will be determined by evaluation of budget control,
organizational and management effectiveness, productivity, ingenuity and
dedication to work as outlined in each organization's Executive Plan and
Budget.
5. APPROVAL AND PAYMENT OF INDIVIDUAL AWARDS. During the first
quarter of the year following the completion of the calendar year, the Chairman
will assess the degree to which executive plans and budgets have been achieved
and will develop suggested incentive awards for eligible Participants other
than the Chairman. The Committee will receive a report by the Chairman as to
overall Company performance, will deliberate on the Chairman's recommendations,
will develop an incentive award for the Chairman, and make its determination as
to the approval of the recommended awards. The Committee will then present
individual award recommendations to the Board for their review. All decisions
of the Committee regarding individual incentive awards shall be final and
conclusive.
Incentive award payments will be made as soon after the review by the
Board as practical, and payment will be made in cash, unless any award has been
elected to be deferred pursuant to the terms of a deferred compensation plan of
the Company. Any payments made shall be subject to any income tax withholding
or other deductions as may from time-to-time be required by Federal, State or
local law.
Payments under this Plan will not be considered to be salary or other
compensation for the purpose of computing benefits to which the Participant may
be entitled under any pension plan, stock bonus plan, including but not limited
to the Southern California Edison Company Retirement Plan, Stock Savings Plus
Plan, Employee Stock Ownership Plan, or other plan or arrangement of the
Company for the benefit of its employees if such plan or arrangement is a plan
qualified under Section 401(a) of the Code and is a trust exempt from Federal
income tax under Section 501(a) of the Code.
Any awards owing to participants under this Plan shall constitute an
unsecured general obligation of the Company, and no special fund or trust shall
be created, nor shall any notes or securities be issued with respect to any
awards.
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6. PLAN MODIFICATIONS AND ADJUSTMENTS. In order to ensure the
incentive features of the plan, avoid distortion in its operation and
compensate for or reflect extraordinary changes which may have occurred during
the calendar year, the Committee may make adjustments to the Plan's performance
goals and percentage allocations before, during or after the end of the
calendar year to the extent it determine appropriate in its sole discretion.
Adjustments to the Plan shall be conclusive and binding upon all parties
concerned. The Plan may be modified or terminated by the Board at any time.
7. PLAN ADMINISTRATION. This Plan and any awards under it are to
be approved by the Committee. The Plan will be administered by the Chairman,
or a Vice President if authorized to act on behalf of the Chairman, who shall
be authorized to approve ministerial changes or amendments to the Plan, to
interpret Plan provisions, and to approve changes as may from time-to-time be
required by law or regulation.
No member of the Board, nor its designee, shall be liable to any
person for any action taken or omitted in connection with the interpretation
and administration of the Plan.
8. SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and
inure to the benefit of the heirs, legal representatives, successors and
assigns of the Company and Participant. Notwithstanding the foregoing, any
right to receive payment hereunder is hereby expressly declared to be personal,
nonassignable and nontransferable, except by will, intestacy, or as otherwise
required by law, and in the event of any attempted assignment, alienation or
transfer of such rights contrary to the provisions hereof, the Company shall
have no further liability for payments hereunder.
9. BENEFICIARIES. In the event of the death of a Participant
during a calendar year prior to the making of any individual incentive award, a
pro-rata award may, at the discretion of the Board, be made. Any such payment
will be made to the Participant's most recently designated beneficiary or
beneficiaries under the Long-Term Incentive Compensation Plan of the Company.
If no such designated beneficiary or beneficiaries survive the Participant, or
if a designated beneficiary should die before the award has been paid, any
award will be paid in one lump-sum payment to his or her estate as soon as
practicable following the Participant's or the designated beneficiary's death.
10. CAPACITY. If any person entitled to payments under this Plan
is, in the opinion of the Board or its designee, incapacitated and unable to
use such payments in his or her own best interest, the Board or its designee
may direct that payments (or any portion) be made to that person's legal
guardian or conservator, or that person's spouse, as an alternative to the
payment to the person unable to use the payments. The Board or its designee
shall have no obligation to supervise the use of such payments, and
court-appointed guardianship or conservatorship may be required.
11. NO RIGHT OF EMPLOYMENT. Nothing contained herein shall be
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construed as conferring upon the Participant the right to continue in the
employ of the Company as an Officer or Manager of the Company or in any other
capacity.
12. SEVERABILITY AND CONTROLLING LAW. This Plan shall be governed
by the laws of the State of California.
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