2008 EXECUTIVE RETIREMENT PLANEmployee Benefits Plan Agreement |
|
|
|
You are currently viewing: This Employee Benefits Plan Agreement involves
EDISON INTERNATIONAL. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employee Benefits Plan Agreement by:
Exhibit 10.4
EDISON INTERNATIONAL
2008 EXECUTIVE RETIREMENT PLAN
Effective
January 1, 2008
TABLE OF CONTENTS
|
PREAMBLE |
1 | |
|
ARTICLE 1 DEFINITIONS |
1 | |
|
ARTICLE 2 PARTICIPATION |
5 | |
|
ARTICLE 3 BENEFIT DETERMINATION AND VESTING |
5 | |
|
3.1 Overview |
5 | |
|
3.2 Benefit Features |
5 | |
|
3.3 Benefit Computation |
6 | |
|
3.4 Vesting |
7 | |
|
3.5 Benefit of Former Executives |
7 | |
|
ARTICLE 4 PAYMENT ELECTIONS |
8 | |
|
4.1 Primary Payment Election |
8 | |
|
4.2 Contingent Payment Elections |
9 | |
|
4.3 Changes to Payment Elections |
10 | |
|
4.4 Small Benefit Exception |
10 | |
|
4.5 Six-Month Delay in Payment for Specified Employees |
10 | |
|
ARTICLE 5 SURVIVOR BENEFITS |
10 | |
|
5.1 Payment |
10 | |
|
5.2 Benefit Computation |
11 | |
|
ARTICLE 6 BENEFICIARY DESIGNATION |
11 | |
|
ARTICLE 7 CONDITIONS RELATED TO BENEFITS |
11 | |
|
7.1 Nonassignability |
11 | |
|
7.2 Unforeseeable Emergency |
12 | |
|
7.3 No Right to Assets |
12 | |
|
7.4 Protective Provisions |
12 | |
|
7.5 Constructive Receipt |
12 | |
|
7.6 Withholding |
12 | |
|
7.7 Incapacity |
13 | |
|
ARTICLE 8 PLAN ADMINISTRATION |
13 | |
|
8.1 Plan Interpretation |
13 | |
|
8.2 Limited Liability |
13 | |
|
ARTICLE 9 AMENDMENT OR TERMINATION OF PLAN |
13 | |
|
9.1 Authority to Amend or Terminate |
13 | |
|
9.2 Limitations |
13 | |
-i-
|
ARTICLE 10 CLAIMS AND REVIEW PROCEDURES |
14 | |
|
10.1 Claims Procedure for Claims Other Than Due to Disability |
14 | |
|
10.2 Claims Procedure for Claims Due to Disability |
14 | |
|
10.3 Dispute Arbitration |
16 | |
|
ARTICLE 11 MISCELLANEOUS |
17 | |
|
11.1 Participation in Other Plans |
17 | |
|
11.2 Relationship to Qualified Plan |
17 | |
|
11.3 Forfeiture |
18 | |
|
11.4 Successors |
18 | |
|
11.5 Trust |
18 | |
|
11.6 Employment Not Guaranteed |
18 | |
|
11.7 Gender, Singular and Plural |
18 | |
|
11.8 Captions |
18 | |
|
11.9 Validity |
18 | |
|
11.10 Waiver of Breach |
19 | |
|
11.11 Applicable Law |
19 | |
|
11.12 Notice |
19 | |
|
11.13 ERISA Plan |
19 | |
|
11.14 Statutes and Regulations |
19 | |
-ii-
EDISON INTERNATIONAL
2008 EXECUTIVE RETIREMENT PLAN
Effective January 1, 2008
PREAMBLE
The purpose of this Plan is to provide supplemental retirement benefits to Participants and surviving spouses or other designated Beneficiaries of such Participants.
This Plan applies to benefits that are earned, determined or vested after December 31, 2004, and is designed to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Benefits that were earned, determined and vested as of December 31, 2004, shall be governed by the Predecessor Plan.
ARTICLE 1
DEFINITIONS
Capitalized terms in the text of the Plan are defined as follows:
Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.
Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a “controlled group of corporations” within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.
Beneficiary means the person or persons or entity designated as such in accordance with Article 6 of the Plan.
Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.2(a).
Board means the Board of Directors of EIX.
Bonus means the dollar amount of bonus awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a successor plan governing annual executive bonuses.
Change in Control means a Change in Control of EIX as defined in the Severance Plan.
Code means the Internal Revenue Code of 1986, as amended.
Contingent Event means the Participant’s death while employed by an Affiliate or Separation from Service for other reasons if such event occurs prior to the Participant’s Retirement.
Contingent Payment Election means an election regarding the time and form of payment made or deemed made in accordance with Section 4.2.
Disability means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.
EIX means Edison International.
Employer means the Affiliate employing the Participant.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Executive means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board of EIX.
Executive Profit Sharing Credits mean the amounts the Employer would have contributed to the Savings Plan if the Participant were not subject to Sections 415 and 401(a)(17) of the Code and if the Participant’s elective deferrals under the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing nonqualified deferrals were included in the definition of Earnings under the Savings Plan.
Participant means either (1) an employee of an Affiliate, who (i) is a U.S. employee or an expatriate and is based and paid in the U.S.; (ii) has been designated as an Executive by the Administrator, the Affiliate’s board or the Affiliate’s CEO for purposes of the Plan; and (iii) qualifies as a member of the “select group of management or highly compensated employees” under ERISA; or (2) a person who has a vested benefit under the Plan by virtue of prior employment as an Executive of an Affiliate, which vested benefit has not yet been completely distributed.
Payment Election means a Primary Payment Election or a Contingent Payment Election.
Plan means the EIX 2008 Executive Retirement Plan.
Predecessor Plan means the Southern California Edison Company Executive Retirement Plan.
Primary Payment Election means an election regarding the time and form of payments made or deemed made in accordance with Section 4.1.
Profit Sharing means the programs under which some Affiliates have made profit sharing or gain sharing contributions to the Savings Plan.
Qualified Plan means the Southern California Edison Company Retirement Plan, or a successor plan, intended to qualify under Section 401(a) of the Code.
Retirement means Separation from Service upon attainment of at least age 55 with at least 5 Years of Service.
Salary means the Participant’s basic pay from the Employer (excluding Bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Savings Plan or the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing deferral of salary.
Savings Plan means the Edison 401(k) Savings Plan.
Senior Officer means (i) the CEOs, Presidents, Executive Vice Presidents, Senior Vice Presidents and elected Vice Presidents of EIX and its Affiliates and (ii) any other Affiliate employee designated by the Administrator to be a Senior Officer for purposes of the Plan.
Separation from Service occurs when a Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan).
Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i)(A).
Specified Employee means a Participant who is designated as an elected Vice President or above by the Administrator, using the identification date and methods determined by the Administrator.
Termination of Employment means the voluntary or involuntary Separation from Service for any reason other than Retirement, Disability or death.
Total Compensation means (i) for Participants not eligible for Benefit Feature (iii), the monthly average Salary based on the Participant’s 36 highest consecutive months of Salary, and (ii) for Participants eligible for Benefit Feature (iii), the monthly average Salary plus Bonus based on the 36 consecutive months in which the Participant had the highest combination of Salary and Bonus. The 36 months need not be consecutive for individuals who were Participants in the Predecessor Plan and eligible for Benefit Feature (iii) before January 1, 2008. For purposes of determining the highest 36 months for Participants eligible for Benefit Feature (iii), each of the Participant’s annual Bonuses will be spread evenly over the months worked in the years in which the Bonuses were earned. If a vested individual terminates prior to Retirement and was no longer a designated Executive at the time employment was terminated, the Plan benefit described in Section 3.3(a) will be based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s status as a designated Executive.
Unforeseeable Emergency means a severe financial hardship to the Participant or the Participant’s Beneficiary after the Participant’s death resulting from an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s or Beneficiary’s (after the death of the Participant) spouse or dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property or the Beneficiary’s property (after the Participant’s death) due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s or Beneficiary’s (after the Participant’s death) control.
Valuation Date means the date as of which the Participant’s benefit will be calculated, and is the first day of the month following the month in which the final day of employment falls prior to Separation from Service, except that if the Participant’s Separation from Service is a Termination of Employment, the Valuation Date is the later of (1) the first day of the month of the Participant’s 55 th birthday or (2) the first day of the month following the month in which the Participant’s final day of employment occurs prior to Termination of Employment.
Year of Service means a calendar year in which the Participant is credited with 1,000 or more hours of service with an Affiliate determined in accordance with the terms of the Qualified Plan.
ARTICLE 2
PARTICIPATION
Individuals are eligible to participate in the Plan when they become Senior Officers or are designated as Executives by the Affiliate’s board or the Affiliate’s CEO for purposes of this Plan. Participation in the Plan will continue as long as the individual remains a Senior Officer or a designated Executive (subject to any applicable Plan restrictions) or has a vested benefit under the Plan that has not been completely paid out.
ARTICLE 3
BENEFIT DETERMINATION AND VESTING
3.1 Overview
Benefits under the Plan will be payable with respect to any vested Participant following Retirement to the extent a benefit under the Plan is determined to exist by calculations as provided under Section 3.3(a).
3.2 Benefit Features
(a) The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.3 below. The Plan incorporates the following Benefit Features:
| (i) | Recognition of the amount of Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan due to limits imposed by the Code under Sections 415(b) or 401(a)(17). |
| (ii) | Recognition of deferred Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan. |
| (iii) | Recognition of Bonuses that are not recognized for purposes of calculating benefits under the Qualified Plan. |
(b) Senior Officers are eligible for all three Benefit Features. Other Participants are eligible for Benefit Features (i) and (ii) only.
(c) Participants in the Predecessor Plan on December 31, 1994 and Participants who were CEOs, Presidents, Executive Vice Presidents or Senior Vice Presidents of EIX or its Affiliates or elected Vice Presidents of EIX, Southern California Edison Company or Edison Capital prior to January 1, 2006, are also eligible for all three Benefit Features and an additional 0.75% benefit accrual for each Year of Service up to ten Years of Service, unless they were participants in the Predecessor Plan on December 31, 1992 and elected not to participate in the Executive Disability and Survivor Benefit Program,
in which case they are eligible for all three Benefit Features but not for the additional 0.75% benefit accrual.
(d) Notwithstanding the above, elected Vice Presidents of Edison Mission Energy, Edison Mission Marketing and Trading, and Midwest Generation whose Separation from Service occurred prior to January 1, 2006, are eligible for Benefit Features (i) and (ii) only.
3.3 Benefit Computation
(a) EIX will calculate at the time of a Participant’s Separation from Service the amount of any annuity payable under the Plan. The annuity payable under this Plan will be the greater of (1) the annuity calculated pursuant to Section 3.3(b), reduced by (i) the amount of the annuity (unreduced for a contingent annuitant) payable to the Participant under the terms of the Qualified Plan, or other Affiliate defined benefit plan, after taking into account any applicable restrictions or limitations as to such payments required by the Code or other applicable law or the terms of the Qualified Plan, or other applicable Affiliate defined benefit plan; (ii) the actuarial single life annuity value, as defined in the Qualified Plan, of the Participant’s Profit Sharing Account under the Savings Plan, or a successor plan; and (iii) the portion of the Participant’s Social Security benefit specified in the Qualified Plan or (2) the actuarial single life annuity value of the notional account derived from any Executive Profit Sharing Credits allocated to the Participant plus earnings thereon.
(b) The Participant’s Total Compensation will be used to calculate the annuity benefit based on the “Supplemental A” formula set forth in Section 4.02(a) of the Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the Qualified Plan, and also, in the case of Separation from Service due to Disability, Exhibit B of the Qualified Plan, or, in the case of Termination of Employment, Exhibit G of the Qualified Plan, notwithstanding the Participant’s eligibility for such benefits under the terms of the Qualified Plan. If the final Bonus is determined after benefits under the Plan are paid or commenced, the benefit will be recalculated from inception and a one-time adjustment will be made to true-up payments already made, and future payments, if any, will be adjusted accordingly.
(c) If a Participant is entitled to benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, and has satisfied all conditions for such benefits, then an additional Year of Service credit (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive Compensation Band D or above, but three years for the Chief Executive Officer of EIX, Southern California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial Officer of EIX) and an additional year of age (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Presidents and other officers designated by the CEO of EIX to be in Executive Compensation Band D or above, but three years for the Chief
Executive Officer of EIX, Southern California Edison Company, or Edison Mission Group, or the General Counsel or Chief Financial Officer of EIX) shall be included for purposes of the benefit calculation under Section 3.3(b), including in applying the benefit formula under the Qualified Plan for grandfathered employees who are not yet age 55 but who have 68 points. The value added to the Plan benefit by this severance enhancement shall be the difference between the gross benefit calculated as described in Section 3.3(b) but with the additional age and service credits, before any reduction for benefits under other plans pursuant to Section 3.3(a), and the unenhanced gross benefit calculated under Section 3.3(b).
(d) Participants who are also eligible for Profit Sharing may receive Executive Profit Sharing Credits. If any Profit Sharing contribution is reduced because a portion of the Participant’s Salary is excluded either because of nonqualified Salary deferrals or the limits imposed by Sections 415 and 401(a)(17) of the Code, the amount by which the contribution was reduced will be credited to a notional Executive Profit Sharing Credit account under the Plan as of the date of the Profit Sharing contribution. Amounts in this notional account will earn notional interest at the rates in effect for cash balance interest credits in the Qualified Plan, credited daily and compounded annually. The resulting notional Executive Profit Sharing Credit amount will be taken into account in calculating the Plan benefit as described in Section 3.3(a).
(e) The lump sum value as of the Valuation Date will be actuarially determined as the present value of the Participant’s annuity benefit under the Plan as of that date, using the discount rate and mortality table then in effect for lump sum determination in the Qualified Plan, except that the lump sum value may not be less than the value of the notional Executive Profit Sharing Credit account balance as of that date. If the effective election is for a form of payment other than a life annuity, a notional account will be established as the Plan Benefit as of the Valuation Date, with an initial value equal to the lump sum value. The account will be credited with interest at the interest crediting rates in effect for the Qualified Plan until the account has been fully paid out according to the terms of the Plan and the Participant’s Payment Election.
3.4 Vesting
The right to receive benefits under the Plan will vest (i) when the Participant has completed five Years of Service with an Affiliate, (ii) upon the Participant’s Disability while employed with an Affiliate, (iii) upon the Participant’s death while employed with an Affiliate, or (iv) upon the Participant’s Separation from Service if the Participant is entitled to benefits under the Severance Plan and has satisfied all conditions for such benefits.
3.5 Benefit of Former Executives
A vested Participant who remains employed with an Affiliate until Retirement but is no longer a designated Executive will retain a benefit in the Plan based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s eligible status and reduced by the amounts specified in Section 3.3(a) determined upon the Participant’s Retirement.
ARTICLE 4
PAYMENT ELECTIONS
4.1 Primary Payment Election
Each year, a Participant may make a Primary Payment Election specifying the payment schedule for the benefits to be accrued in the following Plan Year by submitting an election to the Administrator in such time and manner established by th






