Exhibit 10.1
EDISON
INTERNATIONAL
Director Nonqualified Stock
Options
Terms and
Conditions
2008
Edison International (“
EIX ”) awards nonqualified stock options to purchase
shares of EIX Common Stock (“ EIX Options ”) to
non-employee members of the Boards of Directors of EIX or Southern
California Edison Company (“ SCE ” and each such
non-employee director, a “ Holder ”) pursuant to
the Director Compensation Schedule in effect for such directors
from time to time. The EIX Options awarded by EIX to such
non-employee directors in 2008 (and each subsequent year unless and
until new applicable Terms and Conditions are approved by the EIX
Board of Directors (the “ EIX Board ”) for any
new non-employee director awards) are subject to the terms and
conditions set forth in this document (these “ Terms
”). EIX Options (and any dividend equivalent rights related
to those EIX Options) awarded to non-employee directors prior to
2008 shall continue to be subject to the Terms and Conditions
applicable to such grants at the time such grants were originally
awarded. The EIX Options are granted under the 2007 Performance
Incentive Plan (the “ Plan ”).
The exercise price of an EIX Option
stated in the award certificate is the closing price (in regular
trading) of a share of EIX Common Stock on the New York Stock
Exchange for the date of the award.
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2.1
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Vesting
and Term . The EIX
Options are fully vested as of the date of grant of the award.
Subject to earlier termination as provided below, the EIX Options
shall have a term of ten years from the date of grant of the award
(the “ Option Term ”), and any EIX Option
outstanding on the last day of the Option Term will terminate on
such day for no value.
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2.2
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Termination of Service
. Except as provided below and
subject to earlier termination at the end of the Option Term or
pursuant to Section 4 below, if a Holder no longer serves on
either the EIX or the SCE Board of Directors, the Holder’s
EIX Options will terminate, to the extent not previously exercised,
180 days after the last day on which the Holder served as a
director of EIX or SCE. However, if a Holder no longer serves on
either the EIX or the SCE Board of Directors and the Holder’s
termination of service as a director is due to the Holder’s
retirement from the Board(s) after attaining at least age 65, or
due to the Holder’s disability or death, then, subject to
earlier termination as provided in Section 4, the
Holder’s EIX Options may be exercised by the Holder through
the end of the Option Term as provided in
Section 3.
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2.3
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Method of
Exercise . The Holder
may exercise an EIX Option by providing written notice to EIX on
the form prescribed by EIX for this purpose, or completion of such
other EIX Option exercise procedures as EIX may prescribe,
accompanied by full payment of the applicable exercise price.
Payment must be in cash or its equivalent acceptable to EIX. At the
discretion of the Holder, EIX Common Stock valued on the exercise
date at a per-share price equal to the closing price of EIX Common
Stock on the New York Stock Exchange may be used to pay the
exercise price, provided EIX can comply with any legal
requirements. A broker-assisted “cashless” exercise may
be accommodated for EIX Options at the discretion of EIX. Until
payment is accepted, the Holder will have no rights in the optioned
stock.
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3.
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TRANSFER AND
BENEFICIARY
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3.1
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Limitations on Transfers
. Except as provided below, the EIX
Options will not be transferable by the Holder and, during the
lifetime of the Holder, the EIX Options will be exercisable only by
the Holder. The Holder may designate a beneficiary who, upon the
death of the Holder, will be entitled to exercise the then-vested
portion of the Holder’s EIX Options during the remaining term
subject to the provisions of the Plan and these Terms.
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3.2
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Exceptions . Notwithstanding the foregoing, the Holder may
transfer his or her EIX Options to the Holder’s spouse,
children or grandchildren, or trusts or other vehicles established
exclusively for their benefit. Any transfer request must
specifically be authorized by EIX in writing and shall be subject
to any conditions, restrictions or requirements as EIX may
determine.
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1
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4.1
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General . Upon a Change in Control of EIX (as defined in
Section 4.3 below), then, unless the EIX Board has made a
provision for the substitution, assumption, exchange or other
continuation or settlement of the EIX Options, or the awards would
otherwise continue in accordance with their terms in the
circumstances, the EIX Options will terminate upon the Change in
Control of EIX in exchange for the right to receive a cash payment
based on the distribution or consideration payable to the holders
of the EIX Common Stock upon or in respect of such event, such cash
payment to be made as soon as practicable after the Change in
Control of EIX.
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4.2
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Involuntary Termination Following Change in
Control . If the EIX
Board has made a provision for the substitution, assumption,
exchange or other continuation or settlement of any EIX Option
following a Change in Control of EIX, or the EIX Option would
otherwise continue in accordance with its terms in the
circumstances, and the Holder’s service as a member of either
the EIX or SCE Board of Directors is involuntarily terminated as
a
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