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EDISON
INTERNATIONAL
SOUTHERN CALIFORNIA EDISON COMPANY
RETIREMENT
PLAN FOR DIRECTORS
As Amended
and Restated Effective December 31, 2008
The purpose
of this Plan is to provide recognition and retirement compensation
to eligible members of the boards of directors (the
“Boards”) of Edison International and Southern
California Edison Company (each, a “Company”) to
facilitate the Companies’ ability to attract, retain, and
reward members of the Boards. This Plan is designed to comply with
Section 409A of the Internal Revenue Code and the regulations
issued thereunder (“Section 409A”).
Eligibility
in this Plan is limited to members of the Boards who have at least
five years of total service (which need not be continuous service)
as directors, and who retire or resign from the Boards in good
standing or die while in service and in good standing. This Plan
covers periods of service both as an employee director and as an
outside director. For purposes of this Plan, a year of service will
be determined on a calendar year basis and a full year of service
will be credited for any fractional year served.
ARTICLE
2
AMOUNT OF ANNUAL BENEFIT
The Plan
pays an annual retirement benefit equal to the annual retainer in
effect at the time of the eligible director’s retirement,
resignation, or death. The retirement benefit will be paid
quarterly in equal installments for the period described in
Section 3.1(a). Each quarterly installment shall equal
one-fourth of the director’s annual retirement benefit. No
additional amount will be paid for service on any of the committees
of the Boards, nor will interest be paid.
2.2 Benefit
of Directors in Service Before 1996
If a
director has Board service prior to 1996, the Plan will pay an
annual retirement benefit determined by multiplying the
director’s years of service before and after January 1,
1996 by the applicable compensation base and dividing the sum of
the products by the director’s total years of service. For
service before 1996, the compensation base will be (i) the
annual retainer plus (ii) the
1
regular
Board meeting fee multiplied by the annual number of regular
meetings of the Board as described in the Bylaws. For service after
1995, the compensation base will be the annual retainer. The annual
retainer, the regular Board meeting fee and the number of regular
meetings of the Board will be those in effect, or made effective,
at the time of the eligible director’s Separation from
Service.
2.3
Termination of Benefit Accrual for Service After
1997
Notwithstanding
any other provision of this Plan to the contrary, no Board service
after 1997 of any Director who is elected or re-elected as a
Director in 1998, or any time thereafter, will be taken into
account for purposes of determining benefits payable under this
Plan. Benefits accrued based on Board service prior to 1998 shall
otherwise remain payable in accordance with the terms of the
Plan.
ARTICLE
3
DURATION OF PAYMENTS
(a) Except
as provided in Section 3.3, the Plan benefit will be paid
to
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