<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1998
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
California 95-4137452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2244 Walnut Grove Avenue
Rosemead, California 91770
626-302-2222
(Address and telephone number of principal executive offices)
EDISON INTERNATIONAL
EQUITY COMPENSATION PLAN
(Full Title of the Plan)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
626-302-6601
(Name, address, and telephone number,
including area code, of agent for service)
Approximate date of proposed commencement of sales:
As soon as practicable after the effective date of this registration statement.
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ----------------------- ----------------------- ----------------------- -------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
- ------------------------ ----------------------- ----------------------- ----------------------- -------------------
- ------------------------ ----------------------- ----------------------- ----------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 shares $28.84 $288,425,000 $85,085.37
No Par Value
- ------------------------ ----------------------- ----------------------- ----------------------- -------------------
</TABLE>
(1) Calculated pursuant to Rules 457(c) and 457(h), solely for the purpose of
computing the registration fee, on the basis of the average of the high
and low prices of Edison International Common Stock reported in the
consolidated reporting system as of April 13, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange
Commission ("Commission") by Edison International are incorporated by reference
in this Registration Statement:
1. Annual Report of Edison International on Form 10-K for the year
ended December 31, 1997.
2. (a) Current Report of Edison International on Form 8-K dated
February 13, 1998.
(b) Current Report of Edison International on Form 8-K dated
April 7, 1998.
3. The "Description of Registrant's Securities to be Registered" on
pages 4-5 of the Registration of Securities of certain successor issuers filed
by SCEcorp (former name of Edison International) on May 20, 1988.
All documents filed by Edison International pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Counsel for Registrant, Kenneth S. Stewart, is a salaried employee of
Southern California Edison Company, which is a subsidiary of Edison
International, and he shares in the benefits accruing to such employees. As of
December 31, 1997, Mr. Stewart had a direct or indirect interest in 25,308
shares of Edison International's Common Stock. These shares include those
credited and conditionally credited to his account as of such date with the
trustees of the Company's Stock Savings Plus Plan and with the agent for the
Company's Dividend Reinvestment and Stock Purchase Plan. Mr. Stewart is eligible
to participate in the Equity Compensation Plan and holds nonqualified stock
options under that plan and a predecessor plan.
Item 6. Indemnification of Directors and Officers
Pursuant to the California Corporations Code, Article VI of Edison
International's Articles of Incorporation and Article VI of Edison
International's Bylaws, directors, officers, employees and agents of Edison
International may be indemnified by Edison International in certain
circumstances against liabilities they incur while acting in such capacities.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may appear to be permitted under the above provisions to directors,
officers or
<PAGE 1>
persons controlling Edison International, Edison International has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
See Exhibit index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13 (a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is
<PAGE 2>
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in item 6 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE 3>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on Its behalf by the undersigned, thereunto duly
authorized, in the City of Rosemead, State of California, on the 17th day of
April, 1998.
Edison International
Alan J. Fohrer
------------------------------------------
Alan J. Fohrer
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons In the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
Principal Executive Officer and Director:
<S> <C> <C>
John E. Bryson* Chairman of the Board, February 19, 1998
Chief Executive
Officer and Director
Principal Financial Officer:
Alan J. Fohrer* Executive Vice President February 19, 1998
and Chief Financial Officer
Controller or Principal Accounting Officer:
Richard K. Bushey* Vice President and Controller February 19, 1998
Majority of Board of Directors:
Winston H. Chen* Director February 19, 1998
Warren Christopher* Director February 19, 1998
Stephen E. Frank* Director February 19, 1998
Joan C. Hanley* Director February 19, 1998
Carl F. Huntsinger* Director February 19, 1998
Charles D. Miller* Director February 19, 1998
Luis G. Nogales* Director February 19, 1998
Ronald L. Olson* Director February 19, 1998
James M. Rosser* Director February 19, 1998
E. L. Shannon, Jr.* Director February 19, 1998
Robert H. Smith* Director February 19, 1998
Thomas C. Sutton* Director February 19, 1998
Daniel M. Tellep* Director February 19, 1998
James D. Watkins* Director February 19, 1998
Edward Zapanta* Director February 19, 1998
</TABLE>
*By: Alan J. Fohrer
--------------------------------
(Alan J. Fohrer, Attorney-in-Fact)
<PAGE 4>
Exhibit Index
Exhibit
Number Description
- ------- -----------
4.1 Certificate of Restated Articles of Incorporation of Edison
International as amended through May 9, 1996 (File No. 1-9936, Form
10-Q for the Quarter ended March 31, 1996)*
4.2 Bylaws as adopted by the Board of Directors effective on January 1,
1998 (File No. 1-9936, Form 10-K for the year ended December 31,
1997)*
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (See Opinion of Counsel)
24 Power of Attorney
99 Resolution of the Board of Directors of Edison International adopted
February 19, 1998 Re: Equity Compensation Plan
------------
* Incorporated by reference pursuant to Rule 411.
<Page 5>
Exhibit 5
EIX logo and address
April 16, 1998
Edison International
2244 Walnut Grove Avenue
Rosemead, California 91770
Ladies and Gentlemen:
This opinion is rendered in connection with the filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") registering 10,000,000 shares of Common Stock, no par
value (the "Plan Shares"), of Edison International (the "Company") for offering
and sale pursuant to the Edison International Equity Compensation Plan (the
"Plan"). Under the Plan, the Plan Shares will be either issued by the Company or
purchased on the open market, and offered and sold to directors, executive
officers and key management employees of the Company and certain subsidiaries of
the Company.
I am generally familiar with the organization, history and affairs of
the Company. I am also familiar with the proceedings taken and proposed to be
taken by the Company in connection with the proposed offering and sale of the
Plan Shares, and I have examined a form of the Registration Statement.
Based upon the foregoing and subject to completion of such proceedings
as are now contemplated prior to the offering and sale of the Plan Shares, it is
my opinion that, when sold as provided in the Registration Statement, the Plan
Shares will be duly authorized, validly issued, fully-paid and nonassessable
shares of Common Stock of the Company.
This opinion does not relate to state Blue Sky or securities laws.
I hereby consent to the reference to me, and to the use of my name, in
the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
Kenneth S. Stewart
---------------------------------------
Kenneth S. Stewart
Assistant General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As Independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
reports dated January 30, 1998 included and incorporated by reference in Edison
International's Annual Report on Form 10-K for the year ended December 31, 1997,
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
April 17, 1998
Exhibit 24
EDISON INTERNATIONAL
POWER OF ATTORNEY
The undersigned Edison International, a California corporation, and certain
of its officers and/or directors, pursuant to the resolution entitled "Equity
Compensation Plan" adopted February 19, 1998, by Edison International's Board of
Directors (the "Resolution") approving the Edison International Equity
Compensation Plan (the "Plan"), without in any way limiting the authority
conferred in the Resolution, do each hereby constitute and appoint John E.
Bryson, Bryant C. Danner, Alan J. Fohrer, Richard K. Bushey, Theodore F. Craver,
Jr., Beverly P. Ryder, Kenneth S. Stewart, Mary C. Simpson, Paige W. R. White,
Timothy W. Rogers, Bonnie J. Smith, Peggy A. Stern, Beverly K. Marshall, Douglas
G. Green and J. A. Bouknight, Jr., and/or any one of them, to act severally as
attorney-in-fact, for and in their respective names, places and steads, to
execute, sign, file or cause to be filed, at one time or from time to time, one
or more Registration Statements on Form S-8 or other appropriate form and any
and all exhibits, amendments and/or supplements thereto to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the purpose of registering not to exceed the aggregate maximum number of
shares of Common Stock of said corporation authorized to be offered or awarded
pursuant to the Plan.
This Power of Attorney grants unto said attorneys-in-fact, and
each of them, full power and authority to do and perform all and every act and
thing whatsoever necessary, appropriate or convenient as fully and to all
intents and purposes as the undersigned or any of them might or could do if
personally present, hereby ratifying and approving the acts of each of said
attorneys-in-fact.
Executed at Rosemead, California, as of this 19th day of
February 1998.
EDISON INTERNATIONAL
By: John E. Bryson
------------------------------------
John E. Bryson
Chairman of the Board and
Chief Executive Officer
(Seal)
Attest:
Beverly P. Ryder
- --------------------------------------
Beverly P. Ryder
Secretary
<PAGE>
Power of Attorney
Principal Executive Officer and Director:
John E. Bryson Chairman of the Board, Chief Executive
- ------------------------------------- Officer and Director
John E. Bryson
Principal Financial Officer:
Alan J. Fohrer Executive Vice President and
- ------------------------------------- Chief Financial Officer
Alan J. Fohrer
Controller and Principal Accounting Officer:
R. K. Bushey
- ------------------------------------ Vice President and Controller
R. K. Bushey
Directors:
Winston H. Chen Director
- ------------------------------------
Winston H. Chen
Warren Christopher Director
- ------------------------------------
Warren Christopher
Stephen E. Frank Director
- ------------------------------------
Stephen E. Frank
<PAGE>
Camilla C. Frost Director
- ------------------------------------
Camilla C. Frost
Joan C. Hanley Director
- ------------------------------------
Joan C. Hanley
Carl F. Huntsinger Director
- -----------------------------------
Carl F. Huntsinger
Charles D. Miller Director
- -----------------------------------
Charles D. Miller
Luis G. Nogales Director
- -----------------------------------
Luis G. Nogales
Ronald L. Olson Director
- ----------------------------------
Ronald L. Olson
Joseph J. Pinola Director
- ---------------------------------
Joseph J. Pinola
James M. Rosser Director
- --------------------------------
James M. Rosser
E. L. Shannon, Jr. Director
- --------------------------------
E. L. Shannon, Jr.
Robert H. Smith Director
- --------------------------------
Robert H. Smith
Thomas C. Sutton Director
- --------------------------------
Thomas C. Sutton
Daniel M. Tellep Director
- -------------------------------
Daniel M. Tellep
James D. Watkins Director
- -------------------------------
James D. Watkins
Edward Zapanta Director
- -------------------------------
Edward Zapanta
<PAGE>
EXHIBIT 99
RESOLUTION OF THE BOARD OF DIRECTORS OF
EDISON INTERNATIONAL
Adopted: February 19, 1998
RE: EQUITY COMPENSATION PLAN
WHEREAS, there has been presented to the Board of Directors of
this corporation a proposal to replace the Officer and Management Long-Term
Incentive Compensation Plans and the Director Incentive Compensation Plan
approved by the shareholders of this corporation on April 16, 1992
(collectively, the "1992 Plans") with a new plan called the Edison International
Equity Compensation Plan (the "Plan");
WHEREAS, pursuant to the Plan, additional shares of this
corporation's Common Stock will be offered and awarded under the Plan;
WHEREAS, pursuant to the Plan, additional unissued shares of
Common Stock of this corporation may be required to be newly issued (the "New
Issue Stock");
WHEREAS, the New Issue Stock may be issued for consideration
other than money, and California Corporations Code Section 409(e) requires that
the Board of Directors of this corporation state by resolution its determination
of the fair value to the corporation in monetary terms of any consideration
other than money for which shares are issued;
WHEREAS, the Board of Directors of this corporation has been
advised that it is desirable to authorize the filing of one or more registration
statements on Form S-8 or other appropriate form (the "Registration Statements")
with the Securities and Exchange Commission (the "SEC") for the purpose of
registering under the Securities Act of 1933, as amended, the additional shares
of Common Stock to be offered and awarded pursuant to the Plan;
WHEREAS, it is deemed convenient and desirable to effect such SEC
filing over the signatures of attorneys-in-fact and to authorize the same for
such purposes;
WHEREAS, in connection with the offer and award of additional
shares of Common Stock, this corporation may be required to comply with certain
requirements of the securities, Blue Sky or similar laws of certain states or
other jurisdictions; and
WHEREAS, prior to issuance, the New Issue Stock is required to be
listed on the New York Stock Exchange, Inc. (the "NYSE"), and the Pacific
Exchange, Inc. (the "PE", the NYSE and the PE being hereinafter collectively
referred to as the "Exchanges");
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby approved
in substantially the form attached hereto as Exhibit "A," with such minor or
technical changes as may be approved by the Vice President of Human Resources of
this corporation, as evidenced by her execution of the final version of the
Plan; provided however, that no change shall be made which would decrease or
eliminate the exempt status of any transaction under Rule 16b-3 promulgated by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, or violate California law.
BE IT FURTHER RESOLVED, that the Board of Directors of this
corporation hereby authorizes offers and awards of this corporation's Common
Stock (the "Plan Stock") pursuant to the Plan; provided that, subject to
Sections 3.3(b), 3.3(c) and 3.4(a) of the Plan, the aggregate number of shares
of Plan Stock that may be awarded in any calendar year shall not exceed one
percent of the total issued and outstanding shares of Common Stock of this
corporation, as of December 31 of the preceding year, with such annual amount to
be cumulative from January 1, 1998 until the Plan termination date such that any
shares of Plan Stock available that are not awarded during a calendar year, or
portion thereof, shall be available for grant in any subsequent year, or portion
thereof pursuant to the terms of the Plan; such shares of Plan Stock to be New
Issue Stock or previously issued shares purchased on the open market, as the
Chief Financial Officer and the Chairman of the Board (or such other persons
designated in writing by the Chief Financial Officer and the Chairman of the
Board) may determine to be advisable in view of the capital requirements of this
corporation and its subsidiaries, and at prices determined from time to time in
accordance with the terms of the Plan, as the Plan may be amended from time to
time.
BE IT FURTHER RESOLVED, that the Plan shall be presented at the
annual meeting of the shareholders of this corporation on April 16, 1998, or at
any adjournment thereof within twelve months following the date hereof, and if
approved, shall be retroactively effective as of January 1, 1998, and shall
replace the 1992 Plans which will terminate except as to outstanding awards
thereunder; and if the Plan is not approved, the 1992 Plans shall remain in full
force and effect.
BE IT FURTHER RESOLVED, that unless terminated earlier pursuant
to Section 3.6 of the Plan, no awards shall be made under the Plan after the
close of business on December 31, 2007.
BE IT FURTHER RESOLVED, that the New Issue Stock may be issued to
pay awards under the Plan for consideration other than money, including without
limitation, past services of directors, officers, employees and others or the
acceptance of employment or election as a director or officer of this
corporation, but in no event for future services.
BE IT FURTHER RESOLVED, that the Board of Directors of this
corporation does hereby determine that the fair value to this corporation in
monetary terms of any nonmonetary consideration received for each share of New
Issue Stock issued under the Plan shall be deemed to be an amount equal to the
fair market value (the average of the highest and lowest sale prices for the
Common Stock of this corporation as reported in the western edition of The Wall
Street Journal for the New York Stock Exchange Composite Transactions for the
date as of which such determination is made) of the New Issue Stock on the date
of issuance to any participant less any money received from the participant,
unless otherwise determined and resolved by the Board of Directors of this
corporation or the Compensation and Executive Personnel Committee of the Board
of Directors of this corporation (the "Committee").
BE IT FURTHER RESOLVED, that the Committee, excluding those
members ineligible to administer the Plan as provided therein, is hereby granted
all such powers and authority of the Board of Directors of this corporation as
may be necessary or appropriate to implement and administer the Plan.
BE IT FURTHER RESOLVED, that one or more officers of this
corporation be and each of them hereby is authorized and directed to prepare and
file or cause to be prepared and filed, at one time or from time to time, the
Registration Statements together with all documents required as exhibits thereto
and any and all amendments, including without limitation Post-Effective
Amendments and/or supplements to Registration Statements, deemed by such officer
or officers as necessary for the registration with the SEC under the Securities
Act of 1933, as amended, of offers and awards of up to the aggregate maximum
number of shares of the Plan Stock authorized to be offered and awarded pursuant
to the Plan.
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute and deliver individually as well as
on behalf of this corporation and in its name a power of attorney appointing
John E. Bryson, Bryant C. Danner, Alan J. Fohrer, Richard K. Bushey, Theodore F.
Craver, Jr., Beverly P. Ryder, Kenneth S. Stewart, Mary C. Simpson, Paige W. R.
White, Timothy W. Rogers, Bonnie J. Smith, Peggy A. Stern, Beverly K. Marshall,
Douglas G. Green and J. A. Bouknight, Jr., or any one of them, to act severally
as attorney-in-fact for such officer and this corporation for the purpose of
executing, filing or causing to be filed, on its behalf and in its name the
Registration Statements and any and all amendments and/or supplements thereto to
be filed by this corporation with the SEC.
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized and directed, in the name and on behalf of this
corporation or otherwise, to execute and file, or cause to be filed, such
consents to service of process, powers of attorney, applications and other
documents with authorities of such states or other jurisdictions and to do such
other acts and things as the said officer or officers may deem to be necessary
or appropriate to comply with the securities, Blue Sky or similar laws of such
states or jurisdictions in connection with the offer and award of the Plan
Stock; provided, however, that this corporation shall not thereby qualify as a
foreign corporation in such states or jurisdictions.
BE IT FURTHER RESOLVED, that for the purpose of listing shares
of the New Issue Stock with the Exchanges, any officer of this corporation,
jointly or severally, is or are hereby authorized to execute and file or cause
to be filed with the Exchanges, in the name and on behalf of this corporation,
at one time or from time to time, and for any number of shares up to the
aggregate maximum number of shares authorized to be offered and awarded pursuant
to the Plan, listing applications (including any amendments or supplements
thereto), and such other filings, instruments and documents as such officer(s)
acting or counsel of this corporation shall deem necessary or convenient to
effect or maintain, or otherwise in connection with, said listings.
BE IT FURTHER RESOLVED, that the officers of this corporation be
and each of them hereby is fully authorized, empowered and directed in the name
and on behalf of this corporation or otherwise to take or cause to be taken all
such other action, including without limitation the payment of any fees, taxes
or other expenses, and to prepare or cause to be prepared and to execute and
deliver all such other certificates, agreements, and other instruments and
documents, as in the judgment of the officer or officers acting, or of counsel
for this corporation, may be necessary or appropriate so that the obligations of
this corporation under the Plan may be fully performed in accordance with its
terms and conditions and to carry out the foregoing provisions of this
resolution.
APPROVED:
John E. Bryson
- ---------------------------------------------------------------
John E. Bryson
Chairman of the Board
Bryant C. Danner
- ---------------------------------------------------------------
Bryant C. Danner
Executive Vice President and General Counsel
<PAGE>
ATTACHMENT A
EDISON INTERNATIONAL
EQUITY COMPENSATION PLAN
Effective January 1, 1998
WHEREAS, the Officer and Management Long-Term Incentive Compensation Plans and
the Director Incentive Compensation Plan were approved by the shareholders of
SCEcorp on April 16, 1992 and were subsequently amended and restated as Edison
International plans; and
WHEREAS, it is deemed desirable and appropriate to replace those plans with a
new plan called the Edison International Equity Compensation Plan ("Plan") and
to authorize the issuance of additional shares of Common Stock under the Plan;
NOW, THEREFORE, the Plan is established effective January 1, 1998 subject to
approval by the shareholders of Edison International, to be solicited at the
annual meeting of the Company's shareholders to be held on April 16, 1998, or at
any adjournment thereof within twelve months following the date of the
Plan's adoption by the Board of Directors, and subject to the following terms
and conditions:
1. GENERAL
1.1 Purpose.
The purpose of the Plan is to improve the long-term financial and operational
performance of Edison International and its affiliates by providing eligible
Participants a financial incentive which reinforces and recognizes long-term
corporate, organizational and individual performance and accomplishments. The
Plan is further intended to promote the interests of Edison International and
its shareholders by attracting and retaining qualified officers, employees and
directors and aligning their interests with those of the other shareholders by
encouraging Participants to acquire Common Stock or otherwise increase their
proprietary interest in Edison International.
1.2 Participation.
The Administrator has authority, in its sole discretion, to determine and
designate from time-to-time from among the Eligible Persons, those who are to be
granted Plan Awards and thereby become Participants in the Plan.
1.3 Operation, Administration and Definitions.
The operation and administration of the Plan, and the Plan Awards are subject to
the provisions of Article 3. Capitalized terms in the Plan are defined in
Article 4.
2. PLAN AWARDS
2.1 General.
The Administrator may grant any Plan Award except as otherwise provided in this
Article 2 to eligible Executive Officers and Key Management Employees. The
Administrator may grant only Nonqualified Stock Options or Stock Grants to
Directors. Awards may be granted as alternatives or replacements of awards
outstanding under the plan, or any other plan or arrangement of another business
or entity,
(page A-1)
all or a portion of which is acquired by an EIX Company. Each Plan
Award will be evidenced by a written instrument specifying the date of grant
and may include or incorporate by reference any additional terms and conditions
consistent with the Plan as determined in the discretion of the Administrator.
The Administrator may grant any Plan Award permitted under the Plan which is
otherwise payable in Common Stock in the form of a cash equivalent award.
2.2 Nonqualified Stock Options.
The grant of a Nonqualified Stock Option entitles the Participant to purchase
shares of Common Stock at an exercise price established by the Administrator.
Nonqualified Stock Options awarded pursuant to the Plan are subject to the
following terms and conditions:
(a) The exercise price of each Nonqualified Stock Option will be determined by
a method established by the Administrator at the time of the grant, except
that the exercise price may not be less than one hundred percent of the
Fair Market Value of the Common Stock as of the Pricing Date.
(b) Upon the exercise of a Nonqualified Stock Option, the purchase price will
be payable in full in cash and/or its equivalent, such as Common Stock,
acceptable to Edison International. Any shares so assigned and delivered to
Edison International in payment or partial payment of the purchase price
will be valued at their Fair Market Value on the exercise date.
(c) No fractional shares will be issued pursuant to the exercise of a
Nonqualified Stock Option. Cash payments will be made in lieu of fractional
shares.
2.3 Statutory Stock Options.
The grant of a Statutory Stock Option entitles the Participant to purchase
shares of Common Stock at an exercise price established by the Administrator.
Statutory Stock Options awarded pursuant to the Plan will be subject to the
following terms and conditions:
(a) The purchase price of each share of Common Stock under a Statutory Stock
Option will be at least equal to the Fair Market Value of a share of the
Common Stock on the date of grant; provided, however, that if a
Participant, at the time a Statutory Stock Option is granted, owns stock
representing more than ten percent of the total combined voting power of
all classes of stock of Edison International (as defined in Section 424(d)
or (e) of the Code), then the exercise price of each share of Common Stock
subject to such Statutory Stock Option will be at least one hundred and ten
percent of the Fair Market Value of such share of Common Stock, as
determined in the manner stated in this paragraph.
(b) No Statutory Stock Option may be awarded more than ten years after this
Plan is adopted, nor may it be exercised more than ten years from the date
of the grant. Each Statutory Stock Option granted under this Plan will also
be subject to earlier termination as provided in this Plan.
(c) Upon the exercise of a Statutory Stock Option, the purchase price will be
payable in full in cash and/or its equivalent, such as Common Stock,
acceptable to Edison International. Any shares so assigned and delivered to
Edison International in payment or partial payment of the purchase price
will be valued at their Fair Market Value on the exercise date.
(d) The Fair Market Value (determined at the time the Statutory Stock Option is
granted) of the shares of Common Stock for which any Participant may be
granted Statutory Stock Options that are first exercisable during any one
calendar year (including Statutory Stock Options under all plans of the
Company) will not in the aggregate exceed One Hundred Thousand ($100,000).
Dollars. To the extent that the aggregate Fair Market Value of such
shares exceeds $100,000, such Options shall be treated as Nonqualified
Stock Options.
(e) No fractional share will be issued pursuant to the exercise of a Statutory
Stock Option. Cash payments will be made in lieu of fractional shares.
2.4 Stock Appreciation Rights.
The grant of a Stock Appreciation Right entitles that Participant to receive in
cash or stock, the value equal to all or a portion of the appreciation in value
of Common Stock determined pursuant to
<page A-2>
Subsection 2.4(d). Stock Appreciation Rights awarded pursuant to the Plan
will be subject to the following terms and conditions:
(a) A Stock Appreciation Right may be granted:
(i) at any time if unrelated to an Option;
(ii) either at the time of grant, or at any time thereafter during the
option term if related to a Nonqualified Stock Option;
(iii) only at the time of grant if related to a Statutory Stock Option.
(b) A Stock Appreciation Right granted in connection with an Option will
entitle the Holder of the related Option, upon exercise of the Stock
Appreciation Right and surrender of the related Option, or any portion
thereof to the extent unexercised, with respect to the number of shares as
to which such Stock Appreciation Right is exercised, to receive payment of
an amount computed pursuant to Subsection 2.4(d). Such Option will, to the
extent surrendered, then cease to be exercisable.
(c) Subject to Subsection 2.4(g), a Stock Appreciation Right granted in
connection with an Option hereunder will be exercisable at such time or
times, and only to the extent that a related Option is exercisable, and
will not be transferable except to the extent that such related Option may
be transferable.
(d) Upon the exercise of a Stock Appreciation Right related to an Option, the
Holder will be entitled to receive payment of an amount determined by
multiplying:
(i) The difference obtained by subtracting the purchase price of a share
of Common Stock specified in the related Option from the Fair Market
Value of a share of Common Stock on the date of exercise of such Stock
Appreciation Right, by
(ii) The number of shares to which such Stock Appreciation Right has been
exercised.
(e) The Administrator may grant Stock Appreciation Rights unrelated to Options.
Subsection 2.4(d) will be used to determine the amount payable at exercise
of such Stock Appreciation Rights if Fair Market Value is used, except that
Fair Market Value will not be used if the Administrator specified in the
award that book value or another measure as deemed appropriate by the
Administrator was to be used. In applying the formula in Subsection 2.4(d),
the initial share value specified in the Stock Appreciation Right award
will be used in lieu of the price "specified in the related Option."
(f) Payment of the amount determined under Subsection 2.4(d) or (e) may be made
solely in whole shares of Common Stock in a number determined at their Fair
Market Value on the date of exercise of the Stock Appreciation Right or
alternatively, at the sole discretion of the Administrator, solely in cash
or in a combination of cash and shares as the Administrator deems
advisable. If the Administrator decides to make full payment in shares of
Common Stock, and the amount payable results in a fractional share, no
fractional share will be issued. Payment for the fractional share will be
made in cash only.
(g) The Administrator may, at the time a Stock Appreciation Right is granted,
impose such conditions on the exercise of the Stock Appreciation Right as
may be required to satisfy the requirements of Rule 16b-3, as applicable
(or any other comparable provisions in effect at the time or times in
question). Without limiting the generality of the foregoing, the
Administrator may determine that a Stock Appreciation Right may be
exercised only during the period beginning on the third business day and
ending on the twelfth business day following the publication of Edison
International's quarterly and annual summarized financial data.
2.5 Performance Awards.
The grant of a Performance Award entitles the Participant to receive in cash an
amount determined by formula established by the Administrator over a specified
term. Performance Awards may be based on Common Stock performance over a period
determined in advance by the Administrator or may be based on any other measures
as determined appropriate by the Administrator, including the performance of
hypothetical equity-related measures of any EIX Company. Payment will be in cash
unless replaced by a Stock Payment in full or in part as determined by the
Administrator.
<page A-3>
2.6 Dividend Equivalents.
The grant of Dividend Equivalents entitles the Participant to receive cash or
stock based on the dividends declared on the Common Stock on record dates during
the period between the date a Plan Award is granted and the date such Plan Award
is exercised or paid. Dividend Equivalents may be awarded separately
or in connection with Plan Awards, whether payable in cash or Common Stock.
Subject to Sections 3.3 and 3.4, such Dividend Equivalents will be
converted to cash or additional shares by such formula and at such
time as may be determined by the Administrator.
2.7 Stock Grants.
The award of a Stock Grant entitles the Participant to receive a specified
amount of Common Stock on the grant date. Stock Grants may be awarded pursuant
to the Plan to non-employee Directors only subject to the terms and conditions
established at the time of the award. Stock Grants may also be awarded in the
form of stock units with payment in cash delayed until retirement or as
otherwise provided at the time of grant.
2.8 Stock Payments.
The Administrator may approve Stock Payments of Common Stock to Eligible Persons
for all or any portion of the compensation (other than base salary) that would
otherwise become payable to a Participant in cash. Notwithstanding anything to
the contrary contained in this Plan, if the written instrument evidencing any
Plan Award states that the Plan Award will be paid in cash, the Administrator
may not make a Stock Payment in lieu thereof, and the Plan Award will be
redeemable or exercisable by the Holder only for cash.
3. OPERATION AND ADMINISTRATION
3.1 Effective Date of Plan and Duration.
This Plan will become effective on January 1, 1998, subject, however, to
approval by the shareholders of Edison International at their next annual
meeting or at any adjournment thereof, within twelve months following the date
of its adoption by the Board of Directors. Unless the Plan is terminated earlier
pursuant to Section 3.6, no Plan Awards will be made after December 31, 2007.
3.2 Administration.
(a) The Plan will be administered with respect to Executive Officers, Key
Management Employees, or Directors as follows:
(i) Executive Officers. The Administrator of the Plan for purposes of Plan
Awards made to Executive Officers is the Committee. The Administrator
has, and may exercise, such powers and authority of the Board as may
be necessary or appropriate for the Administrator to carry out its
functions as described in the Plan. The Administrator has sole
authority in its discretion to determine the Executive Officers to
whom, and the time or times at which, Plan Awards may be granted, the
nature of the Plan Award, the number of shares of Common Stock or the
amount of cash that makes up each Plan Award, the pricing and amount
of any Plan Award, the objectives, goals and performance criteria
(which need not be identical) utilized to measure the value of Plan
Awards, the form of payment (cash or Common Stock or a combination
thereof) upon the event or events giving rise to payment of a Plan
Award, the vesting schedule of any Plan Award, the term of any Plan
Award, and such other terms and conditions applicable to each
individual Plan Award as the Administrator will determine. The
Administrator may grant at any time new Plan Awards to a
Participant who has previously received Plan Awards. The purchase
price or initial value of the Plan Awards may be
established by the Administrator without regard to the existing Plan
Awards or such other grants. Further, the Administrator may, with the
consent of a Participant, amend the terms of any existing Plan Award
previously granted to include or amend any provisions which could be
incorporated in such a
<page A-4>
Plan Award at the time of such amendment except that repricing of
Nonqualified Stock Options is not permitted.
The Administrator has the sole authority to interpret the Plan, to
determine the terms and provisions of the Plan Award agreements, and
to make all determinations necessary or advisable for the
administration of the Plan. The Administrator has authority to
prescribe, amend, and rescind rules and regulations relating to
the Plan. All interpretations, determinations, and actions by
the Administrator will be final, conclusive, and binding upon all
parties. Any action of the Administrator with respect to the
administration of the Plan will be taken pursuant to a majority
vote or by the unanimous written consent of its members. The
Administrator may delegate to one or more agents such nondiscretionary
administrative duties as it may deem advisable.
(ii) Key Management Employees. The Administrator of the Plan for purposes
of Plan Awards made to Key Management Employees is the Committee which
will administer the Plan and Plan Awards as provided in Paragraph
3.2(a)(i) except as provided in this Paragraph 3.2(a)(ii). The
Committee will annually determine the type or types of Plan Awards,
the total number of Plan Awards to be authorized under the Plan for
the following year, the prices of Plan Awards (which may be any lawful
consideration as determined by the Committee), any additional terms
and conditions, and the form of the documentation to be utilized. The
Committee will allocate a portion of the total number of Plan Awards
to each EIX Company. Each EIX Company will then have the authority to
determine to whom Plan Awards will be granted and the amount of the
individual awards.
Each EIX Company may grant Plan Awards to newly eligible individuals
at any time during the year provided the total number of Plan Awards
authorized by the Committee for that EIX Company for that year is not
exceeded. With the consent of Edison International, new or additional
Plan Awards may be granted to Participants who have previously
received Plan Awards. The purchase price or initial value of the
Plan Awards may be established without regard to the existing Plan
Awards or such other grants. Further, with the consent of Edison
International and the Participant, each EIX Company may amend the
terms of any existing Plan Award previously granted to include or
amend any provisions which could have been incorporated in such a Plan
Award at the time of such amendment except that repricing of
Nonqualified Stock Options is not permitted.
(iii)Directors. The Plan will be administered as provided under Paragraph
3.2(a)(i) with respect to any Plan Award made to a Director except
that the Board will be substituted for any reference therein to the
Committee. With respect to any reference throughout the Plan as to
discretion exercised by the Committee, such discretion will be
exercised by the Board with respect to Directors.
(b) No member of the Board or the Committee or agent or designee thereof will
be liable for any action or determination made in good faith with respect
to the Plan or any transaction arising under the Plan.
(c) Notwithstanding the provisions of Section 3.6 regarding the term of the
Plan, all authority of the Board and the Committee with respect to Plan
Awards hereunder, including (subject to share limits) the authority to
amend outstanding Plan Awards, shall continue after the term of the Plan,
so long as any Plan Award remains outstanding. The Administrator shall have
the authority to permit a deferred payment in respect of Plan Awards under
any deferred compensation plan of the Company, consistent with
Subsection 3.5(b). Any such settlement or deferral shall not be deemed a
new award hereunder so long as all shares issuable in respect thereof do
not exceed the aggregate number of shares subject to the Plan Award so paid
thereby.
<page A-5>
3.3 Aggregate and Maximum Awards Under Plan.
(a) Effective on the Approval Date, and subject to the provisions of Sections
3.3 and 3.4 of the Plan, the aggregate annual number of shares of Common
Stock that may be issued or transferred pursuant to Plan Awards, and the
total aggregate annual value of Plan Awards other than Dividend Equivalents
which are payable in a form other than Common Stock, will not exceed one
percent of the total issued and outstanding shares of Common Stock, as of
December 31 of the next preceding year, cumulative from the Approval Date
until the Plan termination date, or the fair market value of such shares as
determined on the dates of grant of the Plan Awards. Any shares of Common
Stock available that are not awarded during a calendar year, or portion
thereof, will be available for grant in any subsequent year, or portion
thereof. On an annual basis, as long as any Plan Awards are outstanding and
have not been paid, Dividend Equivalents payable in cash will not exceed
the annual dividend payable on the aggregate shares of Common Stock
authorized under the Plan cumulative from the Approval Date.
(b) No Option Award to an individual Participant, other than a Director, during
any calendar year will exceed 500,000 shares of Common Stock or the value
of such shares at the time of grant except that the maximum number of
Statutory Stock Options will also not exceed the limitations set forth in
Section 2.3. No Stock Grant to a Director during any calendar year will
exceed 2,500 shares of Common Stock, and no Nonqualified Stock Option award
to a Director during any calendar year will exceed 12,500 shares of Common
Stock. The shares to be delivered under the Plan will be made available, at
the discretion of Edison International, either from authorized but unissued
shares of Common Stock or from shares purchased on the open market.
(c) If any Plan Award expires, is forfeited, is canceled, or otherwise
terminates for any reason other than upon exercise or payment, the shares
of Common Stock (provided the Participant receives no benefit of ownership)
or equivalent value that could have been delivered will not be charged
against the limitations provided above and may again be made subject to
Plan Awards. However, shares subject to Stock Appreciation Rights settled
in cash will not be charged against the share limitations provided above,
but only against the fair market value limitation.
3.4 Adjustment Provisions.
(a) Subject to the provisions of this Section 3.4, if the outstanding shares of
Common Stock are increased, decreased, or exchanged for a different number
or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such
shares of Common Stock or other securities, through merger, consolidation,
sale of all or substantially all of the property of Edison International,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other distribution with respect to such
shares of Common Stock or other securities, an appropriate and
proportionate adjustment may be made in (i) the maximum number and kind of
shares provided in Article 3 of the Plan, (ii) the maximum individual
award, (iii) the number and kind of shares or other securities subject to
the then outstanding Plan Awards, and (iv) the price for each share or
other unit of any other securities subject to the then outstanding Plan
Awards without change in the aggregate purchase price or value as to which
Plan Awards remain exercisable or subject to restrictions.
(b) Despite the foregoing, upon dissolution or liquidation of Edison
International, or upon a reorganization, merger, or consolidation of Edison
International with one or more corporations as a result of which Edison
International is not the surviving corporation, or upon the sale of all or
substantially all the property of Edison International, all Options, Stock
Appreciation Rights, and other Plan Awards then outstanding under the Plan
will be fully vested and exercisable unless provisions are made in
connection with such transaction for the continuance of the Plan and the
assumption of or the substitution for such Plan Awards of new Options,
Stock Appreciation Rights, or other Plan Awards covering the stock of a
<page A-6>
successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices.
(c) Any adjustments pursuant to this Section 3.4 will be made by the
Administrator, whose determination as to what adjustments will be made and
the extent thereof will be final, binding, and conclusive. No fractional
interest will be issued under the Plan on account of any such adjustments.
Only cash payments will be made in lieu of fractional shares.
(d) Notwithstanding the foregoing, if a reorganization, merger, consolidation,
or other corporate transaction is consummated following and related to the
occurrence of a Distribution Date, as that term is defined in the Rights
Agreement approved by the Edison International Board of Directors on
November 20, 1996, as a result of which Edison International is not the
surviving corporation, all Options, Stock Appreciation Rights, and other
Plan Awards then outstanding under the Plan will fully vest. This Plan may
not be terminated, nor may any Plan Award be cashed out, modified or
terminated without the consent of the Holder, by Edison International or
its successor in interest during the subsequent period necessary to allow
Plan Awards to remain exercisable for at least two years following the
close of the transaction, or where applicable, through the first exercise
period occurring at least two years after the close of the transaction.
During such subsequent period, valuation procedures and exercise periods
will occur on a basis consistent with past practice.
3.5 General Provisions.
(a) With respect to any share of Common Stock issued or transferred under any
provision of the Plan, such shares may be issued or transferred subject to
such conditions, in addition to those specifically provided in the Plan, as
the Administrator may direct.
(b) Notwithstanding the term of a Plan Award, the Administrator may approve the
delayed payment or delivery of any cash or shares of Common Stock which may
become due under the Plan. Any such delayed payment or delivery must
specifically be authorized by the Administrator in writing and shall be
subject to any conditions, restrictions or requirements as the
Administrator may determine.
The Administrator may permit the deferral of any cash payable
in respect of a Plan Award in the form of Stock Units which may
earn Dividend Equivalents and other compensation in respect thereof, and
the Committee may provide that such Stock Units and Dividend Equivalents
shall eventually be paid in the form of shares of Common Stock (subject to
share limits).
In the event that the purchase price of an Option is paid in full in shares
of Common Stock and the delivery of shares of Common Stock in excess of the
option price is deferred, Stock Units may be credited in respect of such
excess shares and may earn Dividend Equivalents or other compensation in
respect thereof, and the number of shares of Common Stock issued in respect
of the deferred shares may include the number of such deferred shares and
the number of Stock Units credited as Dividend Equivalents (subject to
share limits).
In addition, during the term of the Plan, the Committee may grant Stock
Units to selected employees as dividend equivalents under and as set
forth in any Edison International option gain deferral program (the
"Deferral Program") and may deliver shares of Common Stock in respect to
such Stock Units pursuant to the selected employee's election under the
Deferral Program."
(c) Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Holder any right to continue in the employ of the
Company or affect the right of the Company to terminate the employment
of any Holder at any time with or without cause.
(d) No shares of Common Stock will be issued or transferred pursuant to a Plan
Award unless and until all then applicable requirements imposed by federal
and state securities and other laws, rules, and regulations and by any
regulatory agencies having jurisdiction, and by any stock exchanges upon
which the Common Stock may be listed, have been fully met. As a condition
precedent to the issue of shares pursuant to the grant or exercise of a
Plan Award, Edison International may require the Holder to take any
reasonable action to meet such requirements.
<page A-7>
(e) No Holder (individually or as a member of a group) and no beneficiary or
other person claiming under or through such Holder will have any right,
title, or interest in or to any shares of Common Stock allocated or
reserved under the Plan or subject to any Plan Award except as to such
shares of Common Stock, if any, that have been issued or transferred to
such Holder.
(f) Except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Administrator may delegate all or any portion of
its responsibilities and powers to any one or more of its members or any
other person or persons selected by it. Such delegation may be revoked by
the Committee at any time.
(g) Edison International may make such provisions as it deems appropriate to
withhold any taxes which it determines it is required to withhold in
connection with any Plan Award. Subject to this Subsection, however, and
without in anyway limiting the generality of Section 2.4, the
Administrator, in its sole discretion and subject to such rules as the
Administrator may adopt, may permit Participants to elect (i) cash
settlement of any Plan Award, or (ii) to apply a portion of the shares of
Common Stock they are otherwise entitled to receive pursuant to a Plan
Award, or shares of Common Stock already owned, to satisfy the tax
withholding obligation arising from the receipt, vesting, or exercise of
any Plan Award, as applicable.
(h) No Plan Award and no right under the Plan, contingent or otherwise, will be
assignable or subject to any encumbrance, pledge, or charge of any nature,
or otherwise transferable (meaning, without limitation, that such Plan
Award or right is exercisable during the Holder's lifetime only by him/her
or by his/her guardian or legal representative) except that, under such
rules and regulations as Edison International may establish pursuant to the
terms of the Plan, a beneficiary may be designated with respect to a Plan
Award in the event of death of a Holder of such Plan Award, and Plan Awards
may be transferred pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security
Act, or the regulations promulgated thereunder. If such beneficiary is the
executor or administrator of the estate of the Holder of such Plan Award,
any rights with respect to such Plan Award may be transferred to the person
or persons or entity (including a trust) entitled thereto under the will of
the Holder of such Plan Award, or, in the case of intestacy, under the laws
relating to intestacy. Plan Awards transferred remain subject to all
applicable terms, conditions and restrictions.
(i) Notwithstanding Subsection (h), the Administrator will have the authority,
in its discretion, to grant (or to sanction by way of amendment of an
existing grant) Plan Awards which may be transferred by the Participant
during his/her lifetime to any member of his/her immediate family or to a
trust, limited liability corporation, family limited partnership or other
equivalent vehicle, established for the exclusive benefit of one or more
members of his/her immediate family, in which case the written
documentation containing the terms and conditions of such Plan Awards will
so state. A transfer of a Plan Award pursuant to this Subsection may only
be effected by the Administrator at the written request of a Participant
and will become effective only when recorded in Edison International's
record of outstanding Plan Awards. In the event a Plan Award is transferred
as contemplated in this Subsection, such Plan Award may not be subsequently
transferred by the transferee except by will or the laws of descent and
distribution. In the event a Plan Award is transferred as contemplated in
this Subsection, such Plan Award will continue to be governed by and
subject to the terms, conditions and restrictions of the Plan and the
relevant grant. A transfer of a Statutory Stock Option as such pursuant to
this provision will only be permissible if and to the extent that Section
422 of the Code, as in effect from time to time, does not cause such
Statutory Stock Option to be treated as a non-statutory stock option that
does not meet the requirements of Section 422 of the Code. As used in this
Subsection, "immediate family" will mean, with respect to any person, a
spouse, child, stepchild or grandchild, and will include relationships
arising from legal adoption.
(j) No fractional shares will be issued under the Plan. Only cash payments will
be made in lieu of fractional shares.
<page A-8>
(k) Each EIX Company will be liable for payment of cash due under the Plan with
respect to any Participant to the extent that such benefits are
attributable to services rendered for that EIX Company by the Participant.
Any disputes related to liability of an EIX Company for cash payments will
be resolved by the Committee.
(l) Future services shall not constitute payment or part payment for previously
unissued shares of Common Stock to be paid as a Plan Award.
(m) Edison International may, in its discretion, repurchase shares received
upon exercise of a Plan Award if requested by the Holder.
(n) This Plan will be governed by the laws of the State of California.
3.6 Amendment and Termination of the Plan.
(a) The Board will have the power, in its discretion, to amend, suspend, or
terminate the Plan at any time if, in the sole judgment of the Board, such
action is in the best interests of the Company. No amendment will,
without approval of the shareholders of Edison International, except as
provided in Section 3.4 of the Plan, materially increase the number of
securities which may be issued under the Plan, the maximum individual Plan
Award, or the duration of the Plan.
(b) The Administrator may, with the consent of a Holder, make such
modifications in the terms and conditions of any Plan Award as it deems
advisable or cancel the Plan Award (with or without consideration). No
amendment, suspension, or termination of the Plan will, without the consent
of the Holder, alter, terminate, impair, or adversely affect any right or
obligation under any Plan Award previously granted under the Plan.
3.7 Termination of Employment.
(a) The Administrator shall provide in the terms and conditions of any Plan
Award at the time of grant the extent to which termination of employment,
or termination of service as a Director, will shorten the period for
exercising an Award.
(b) In the event a Holder of a Plan Award ceases to be an employee, the Holder
must have been a Participant for the entire incentive or vesting period
applicable to the Plan Award in order to be eligible for the full amount of
any such Plan Award. Pro-rata awards may be distributed to Participants who
are discharged or who terminate their employment for reasons other than
incompetence, misconduct or fraud, or who retired or became disabled during
the incentive period, or who were Participants for less than the full
incentive period. A pro-rata award may be made to a Participant's
designated beneficiary in the event of death of a Participant during an
incentive period prior to an award being made.
(c) The Administrator may in its sole discretion determine, with respect to a
Plan Award, that any Holder who is on a leave of absence for any reason
will be considered as still in the employ of the Company, provided that
rights to such Plan Award during an unpaid leave of absence will be limited
to the extent to which such right was earned or vested at the commencement
of such leave of absence.
(d) The Administrator may vary the requirements of this Section 3.7 in the
terms and conditions of a Plan Award at the time of grant, or on a
case-by-case basis thereafter, as it deems appropriate and in the best
interests of Edison International. The Administrator may accelerate the
vesting of all, or a portion of any Plan Award, and may extend the
above-described exercise periods to as long as the term provided in the
terms and conditions of the original Plan Award.
4. DEFINITIONS.
Whenever the following terms are used in this Plan, they will have the meanings
specified below unless the context clearly indicates otherwise:
"Administrator" is the Committee or the Board as determined under Article 3.
"Approval Date" means April 16, 1998, or such later date on which stockholder
approval of the Plan occurs.
<page A-9>
"Board of Directors" or "Board" means the Board of Directors of Edison
International.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means those Directors on the Compensation and Executive Personnel
Committee of the Board who qualify as "non-employee Directors" under
Rule 16b-3. The Board will ensure at least two members are qualified
to administer the Plan at all times.
"Common Stock" means the common shares of Edison International.
"Director" means a non-employee member of the Board of Directors of an EIX
Company.
"Dividend Equivalent" means the additional amount of cash or Common Stock as
described in Section 2.6 of the Plan.
"EIX Company" means Edison International or the Edison International affiliate
that the Participant serves as an employee or Director. For this purpose,
an Edison International affiliate is any company during any period in which
it is a "subsidiary company" as that term is defined in Section 424(f) of
the Code.
"Eligible Person" means Directors, Executive Officers, or Key Management
Employees of an EIX Company.
"Executive Officer" means an executive officer of Edison International, as
determined from time-to-time by Edison International pursuant to Section 16
of the Securities Exchange Act of 1934, as amended, and may include one or
more individuals who are officers of other EIX Companies.
"Fair Market Value" means the average of the highest and lowest sale prices for
the Common Stock as reported in the western edition of The Wall Street
Journal for the New York Stock Exchange Composite Transactions for the date
as of which such determination is made.
"Holder" means a person holding a Plan Award.
"Key Management Employee" means an officer or management employee of an EIX
Company whose participation as such has been approved by the Committee or
the EIX Company and who has not been determined to be an Executive Officer
of Edison International pursuant to Section 16 of the Securities Exchange
Act of 1934, as amended.
"Nonqualified Stock Option" means an option, other than a Statutory Stock
Option, granted pursuant to Section 2.2 of the Plan.
"Option" means either a Nonqualified Stock Option or Statutory Stock Option.
"Participant" is an Eligible Person who has been granted a Plan Award.
"Performance Award" means an Award granted pursuant to Article 2.5 of the
Plan.
"Plan" means the Equity Compensation Plan as set forth herein, which may be
amended from time-to-time.
"Plan Award" means any award (including any award or crediting of Stock Units)
which may be made under the Plan by the Administrator.
"Pricing Date" means the date the Plan Award is granted except that the
Administrator may provide that the Pricing Date is the date the recipient
is hired or promoted if the grant of the Plan Award occurs within 90 days
of such event.
"Rule16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
"Statutory Stock Option" means an option as defined under Section 422 of the
Code granted pursuant to Section 2.3 of the Plan.
<page A-11>
"Stock Appreciation Equivalent" means an award based on Common Stock
appreciation or other specific performance criteria which is granted
pursuant to Section 2.6 of the Plan.
"Stock Appreciation Right" or "Right" means a right granted pursuant to Section
2.4 of the Plan.
"Stock Grant" means an award made in shares of Common Stock or Stock Units
pursuant to Section 2.7 of the Plan.
"Stock Payment" means a payment pursuant to Section 2.8 in shares of Common
Stock to replace all or any portion of the compensation (other than base
salary) that would otherwise become payable to a Participant in cash.
"Stock Unit" means a non-voting unit of measurement which is deemed for
bookkeeping purposes to be equivalent to one outstanding share of Common
Stock (subject to adjustment).
EDISON INTERNATIONAL
- --------------------------------------------
Lillian R. Gorman, Vice President
<Page A-11>
I, Paige W.R. White, Assistant Secretary of Edison International, do
hereby certify that the above is a full, true, and correct copy of a resolution
of the Board of Directors of said corporation, adopted at a meeting of said
Board of Directors duly held on February 19, 1998.
WITNESS my hand and seal of said corporation this 16th day of April,
1998.
Paige W.R. White
---------------------
Paige W.R. White
Assistant Secretary
Edison International
(SEAL)
