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EDISON INTERNATIONAL 2009 Executive Bonus Program

Executive Compensation Plan Agreement

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This Executive Compensation Plan Agreement involves

EDISON INTERNATIONAL

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Title: EDISON INTERNATIONAL 2009 Executive Bonus Program
Governing Law: California     Date: 5/8/2009
Industry: Electric Utilities     Sector: Utilities

EDISON INTERNATIONAL 2009 Executive Bonus Program, Parties: edison international
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Exhibit 10.1

EDISON INTERNATIONAL
2009 Executive Bonus Program

1.     PURPOSE

        The purpose of this Edison International 2009 Executive Bonus Program (this " Program ") is to promote the success of Edison International, a California corporation, (the " Corporation "), by motivating the executives selected to participate in this Program and set forth in Section 3.1 below (each, a " Participant ") to maximize the performance of the Corporation and rewarding them with cash bonuses directly related to such performance. This Program is intended to provide bonuses that qualify as performance-based compensation within the meaning of Section 162(m) (" Section 162(m) ") of the United States Internal Revenue Code of 1986, as amended (the " Code "). This Program is adopted under Section 5.2 of the Corporation's 2007 Performance Incentive Plan (the " Plan "). Capitalized terms are defined in the Plan if not defined herein.

2.     ADMINISTRATION

        This Program shall be administered by the Compensation and Executive Personnel Committee of the Board (the " Committee "), which shall consist solely of two or more members of the Board who are "outside directors" within the meaning of Section 162(m). Action of the Committee with respect to the administration of this Program shall be taken pursuant to a majority vote or by the unanimous written consent of its members. The Committee shall have the authority to construe and interpret this Program and any agreements or other document relating to Awards under the Program, may adopt rules and regulations relating to the administration of this Program, and shall exercise all other duties and powers conferred on it by this Program. Any decision or action of the Committee within its authority hereunder shall be conclusive and binding upon all persons. Neither the Board nor the Committee, nor any person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Program (or any Award made under this Program).

3.     AWARDS

3.1

Award Grants; Maximum Bonus Amount .    Each " Award " granted to a Participant under this Program represents the opportunity to receive a cash payment determined under this Section 3 (a " Bonus "), subject to the terms and conditions of this Program. The maximum amount of the Bonus payable to each Participant (the " Maximum Bonus Amount ") shall be determined by multiplying (i) the Bonus Pool (as defined in Section 3.2 below), by (ii) the Participant's " Bonus Percentage " as set forth in the following table:

Participant

 

Bonus
Percentage

 

Theodore F. Craver, Jr. 

 

 

35

%

Alan J. Fohrer

 

 

16

%

Ronald L. Litzinger

 

 

11

%

Robert L. Adler

 

 

11

%

William J. Scilacci, Jr. 

 

 

11

%

John R. Fielder

 

 

8

%

Polly L. Gault

 

 

8

%

In no case, however, shall the amount of any Bonus exceed the applicable limit set forth in Section 5.2.3 of the Plan.

1


3.2

Bonus Pool .    As soon as practicable after the end of the Corporation's 2009 fiscal year (the " Performance Period "), the Committee shall determine the amount of the Corporation's earnings from continuing operations (after interest, taxes, depreciation and amortization, and determined on a consolidated basis) for the Performance Period (the " Performance Level "). The " Bonus Pool " shall be determined by multiplying (i) the Performance Level, by (ii) one and one-half percent (1.5%). No Participant shall receive any payment under this Program unless and until the Committee has certified, by resolution or other appropriate action in writing, that the amount of the Performance Level has been accurately determined in accordance with the terms, conditions and limits of this Program and that any other material terms previously established by the Committee or set forth in this Program applicable to the Award were in fact satisfied.

3.3

Committee Discretion .    Notwithstanding the foregoing provisions, the Committee shall retain discretion to reduce (but not increase) the Maximum Bonus Amount otherwise payable to any one or more Participants pursuant to Sections 3.1 and 3.2. The Committee may exercise such discretion on any basis it deems appropriate (including, but not limited to, its assessment of the Corporation's performance relative to its operating or strategic goals for the Performance Period and/or the Participant's individual performance for such period). For purposes of clarity, if the Committee exercises its discretion to reduce the amount of any Bonus payable hereunder, it may not allocate the amount of such reduction to Bonuses payable to other Participants.

3.4

Payment of Bonuses .    Any Bonuses shall be paid (subject to tax withholding pursuant to Section 4.6) as soon as practicable following the certification of the Committee's findings under Section 3.2 and its determination of the final Bonus amount (after giving effect to any exercise of its discretion to reduce Bonuses pursuant to Section 3.3) and in all events no later than March 15, 2010.

3.5

Termination of Employment .


(a)

Except as pro


 
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