EDISON INTERNATIONAL DIRECTOR COMPENSATION SCHEDULEExecutive Compensation Plan Agreement |
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Effective July 1, 2009 and except as otherwise provided below, non-employee Directors of Edison International ("EIX") and/or Southern California Edison Company ("SCE") will receive the annual retainers, meeting fees, meeting expenses and equity-based awards described below as compensation for serving as a Director. The equity-based award provisions described below are effective for Directors elected or reelected on or after the date of the EIX 2010 annual shareholders' meeting. Directors who are employees of EIX or SCE shall not receive additional compensation for serving as Directors (other than participation in the EIX Director Matching Gifts Program). Directors who serve on both the EIX Board and the SCE Board, and their corresponding Board Committees, will not receive additional compensation, including additional meeting fees for SCE Board, Board Committee and business meetings held concurrently or consecutively with a corresponding EIX Board, Board Committee or business meeting. Annual Retainers Board Retainer —Each Director will receive an annual board retainer of $50,000 to be paid in advance in quarterly installments of $12,500 for any calendar quarter or portion thereof during which the individual serves as a Director. Board Committee Chair Retainer —Each Director who serves as the Chair of a Board Committee will receive an annual retainer of $10,000, except the Director who serves as the Chair of the Audit Committee will receive an annual retainer of $20,000. The Committee Chair retainers shall be paid in advance in equal quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Committee Chair. Lead Director Retainer —Each Director who serves as the lead director of the non-employee and/or independent Director executive sessions of the Board shall receive an annual retainer of $20,000. The retainer shall be paid in advance in equal quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Lead Director. The quarterly retainer installments will be paid on the first business day of the calendar quarter. Initial quarterly retainer installments will be paid as soon as possible following the date of the election. Meeting Fees Each Director will receive $2,000 for each regular meeting, adjourned regular meeting or special meeting of the Board attended by the Director, for each regular meeting, adjourned regular meeting or special meeting of a Committee attended by the Director as a member of the Committee, and for each business meeting attended at the request or invitation of the Chairman of the Board, or in the case of Committee meetings at the request or invitation of the Chairman of the Board in consultation with the Committee Chair on behalf of the corporation in his or her capacit |
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