exv10w26






Exhibit 10.26




EDISON INTERNATIONAL




2008 EXECUTIVE SEVERANCE PLAN




Effective




December 31, 2008




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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE 1

	 	     DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2

	 	     SEVERANCE BENEFITS
	 	 	5	 
	 
	 	 	 	 	 	 
	     2.1

	 	Right to Severance Benefits
	 	 	5	 
	     2.2

	 	Right to Change in Control Severance Benefits
	 	 	5	 
	     2.3

	 	Severance Benefit — Termination by Employer Without Cause (Other than a
Qualifying Termination Event or Termination due to the Eligible Employee’s
Disability)
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	2.3.1 Cash Benefit
	 	 	6	 
	 

	 	2.3.2 Health Care Coverage Benefit
	 	 	7	 
	 

	 	2.3.3 Executive Health Enhancement Extension
	 	 	7	 
	 

	 	2.3.4 Survivor Benefit Plan Extension
	 	 	7	 
	 

	 	2.3.5 Outplacement Benefit
	 	 	8	 
	 

	 	2.3.6 Educational Assistance Benefit
	 	 	8	 
	 

	 	2.3.7 Estate and Financial Planning Extension
	 	 	8	 
	 
	 	 	 	 	 	 
	     2.4

	 	Change in Control Severance Benefits
	 	 	9	 
	 
	 	 	 	 	 	 
	 

	 	2.4.1 Senior Officer Enhanced Benefit
	 	 	9	 
	 

	 	2.4.2 Certain Additional Enhanced Benefits
	 	 	9	 
	 
	 	 	 	 	 	 
	     2.5

	 	Termination for Other Reasons
	 	 	9	 
	     2.6

	 	Notice of Termination
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 3

	 	      TAXES
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 4

	 	      EXCISE TAX GROSS-UP
	 	 	10	 
	 
	 	 	 	 	 	 
	     4.1

	 	Gross-Up Payment
	 	 	10	 
	     4.2

	 	Determination of Gross-Up
	 	 	11	 
	     4.3

	 	Notification
	 	 	11	 
	     4.4

	 	Underpayment and Overpayment
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 5

	 	      BENEFICIARY DESIGNATION
	 	 	14	 
	 
	 	 	 	 	 	 
	ARTICLE 6

	 	      CONDITIONS RELATED TO BENEFITS
	 	 	14	 
	 
	 	 	 	 	 	 
	     6.1

	 	Nonassignability
	 	 	14	 
	     6.2

	 	No Right to Assets
	 	 	14	 
	     6.3

	 	Payment of Obligations Absolute
	 	 	15	 
	     6.4

	 	Other Benefit Plans
	 	 	15	 






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	 	 	 	 	Page
	     6.5

	 	Incapacity
	 	 	15	 
	     6.6

	 	Six Month Delay
	 	 	16	 
	     6.7

	 	Termination of Employment
	 	 	16	 
	     6.8

	 	Re-Employment
	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 7

	 	      CLAIMS AND REVIEW PROCEDURES
	 	 	16	 
	 
	 	 	 	 	 	 
	     7.1

	 	Claims Procedures
	 	 	16	 
	     7.2

	 	Dispute Arbitration
	 	 	17	 
	 
	 	 	 	 	 	 
	ARTICLE 8

	 	      SUCCESSORS AND ASSIGNMENT
	 	 	18	 
	 
	 	 	 	 	 	 
	     8.1

	 	Successors to an Employer
	 	 	18	 
	     8.2

	 	Sale, Spin-Off, or Liquidation of an Employer
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 9

	 	      ADMINISTRATION OF THE PLAN
	 	 	19	 
	 
	 	 	 	 	 	 
	     9.1

	 	Administrator Action
	 	 	19	 
	     9.2

	 	Powers and Duties of the Administrator
	 	 	19	 
	     9.3

	 	Plan Interpretation
	 	 	20	 
	     9.4

	 	Information
	 	 	20	 
	     9.5

	 	Compensation, Expenses and Indemnity
	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 10

	 	      MISCELLANEOUS
	 	 	20	 
	 
	 	 	 	 	 	 
	     10.1

	 	Release and Agreement
	 	 	20	 
	     10.2

	 	Term of the Plan
	 	 	21	 
	     10.3

	 	Employment Status
	 	 	22	 
	     10.4

	 	Gender, Singular and Plural
	 	 	22	 
	     10.5

	 	Validity
	 	 	22	 
	     10.6

	 	Modification
	 	 	22	 
	     10.7

	 	Notice
	 	 	22	 
	     10.8

	 	Applicable Law
	 	 	23	 
	     10.9

	 	WARN Act
	 	 	23	 
	     10.10

	 	 Statutes and Regulations
	 	 	23	 






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EDISON INTERNATIONAL




2008 EXECUTIVE SEVERANCE PLAN




PREAMBLE




Edison International hereby amends and restates the Edison International Executive Severance Plan
effective December 31, 2008. This Plan is intended to be an “employee benefit plan” within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.



The purpose of this Plan is to provide for continuity in the management and operations of the
Employers by offering Eligible Employees of the Affiliates employment protection and financial
security.



ARTICLE 1

DEFINITIONS




Capitalized terms in the text of the Plan are defined as follows:



Administrator means the Compensation and Executive Personnel Committee of the Board of Directors
of EIX.



Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of
a “controlled group of corporations’ within the meaning of Section 414(b) of the Code, and (ii) has
approved the participation of its Executives in the Plan.



Beneficiary means the person or persons or entity designated as such in accordance with Article 5
of the Plan.



Board means the Board of Directors of EIX.



Cause means the occurrence of either or both of the following:



(1) The Eligible Employee’s conviction for, or pleading guilty or nolo contendere to, committing an
act of fraud, embezzlement, theft, or other act constituting a felony; or



(2) The willful engaging by the Eligible Employee in misconduct that:




(i) if the event giving rise to the termination of the Eligible Employee’s employment does
not occur during a Protected Period, is in violation of EIX’s and/or the Eligible Employee’s
Employer’s policies and practices applicable to the Eligible Employee from time to time; or




(ii) if the event giving rise to the termination of the Eligible Employee’s employment
occurs during a Protected Period, would have resulted in the termination of the Eligible
Employee’s employment by EIX or the Eligible Employee’s Employer under EIX’s and/or the
Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee in
effect immediately prior to the start of the Protected Period.













 






However, no act or failure to act, on the Eligible Employee’s part, shall be considered
“willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and
without reasonable belief that his or her action or omission was in the best interest of EIX
and his or her Employer.



CEO means the Chief Executive Officer of EIX.



Change in Control means a change in control shall be deemed to have occurred as of the first day
that any one or more of the following conditions shall have been satisfied:



(1) Any Person (other than a trustee or other fiduciary holding securities under an employee
benefit plan of EIX) becomes the Beneficial Owner, directly or indirectly, of securities of EIX
representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding
securities. For purposes of this clause, “Person” shall mean any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), except that such term shall not include one or more underwriters
acquiring newly-issued voting securities (or securities convertible into voting securities)
directly from EIX with a view towards distribution; and the term “Beneficial Owner” shall mean as
defined under Rule 13d-3 promulgated under the Exchange Act.



(2) On any day after the Effective Date (the “Reference Date”) Continuing Directors cease for any
reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she
either:




(i) was a member of the Board on the applicable Initial Date (an “Initial Director”); or




(ii) was elected to the Board, or was nominated for election by EIX’s shareholders, by a
vote of at least two-thirds (2/3) of the Initial Directors then in office.



A member of the Board who was not a director on the applicable Initial Date shall be deemed to be
an Initial Director for purposes of clause (ii) above if his or her election, or nomination for
election by EIX’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial
Directors (including directors elected after the applicable Initial Date who are deemed to be
Initial Directors by application of this provision) then in office. For these purposes, “Initial
Date” means the later of (i) the Effective Date or (ii) the date that is two years before the
Reference Date.



(3) EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of
related transactions; or EIX is merged, consolidated, or reorganized with or involving any other
corporation, other than a merger, consolidation, or reorganization that results in the voting
securities of EIX outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) more
than fifty percent (50%) of the combined voting power of the voting securities of EIX (or such
surviving entity) outstanding immediately after such merger, consolidation, or reorganization.
Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an affiliate of EIX
(short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on
an aggregate basis) will not constitute a Change in Control of EIX.



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(4) The consummation of such other transaction that the Board may, in its discretion in the
circumstances, declare to be a Change in Control of EIX for purposes of this Plan.



COBRA means the health care continuation coverage requirements set forth in Section 4980B of the
Code.



Code means the Internal Revenue Code of 1986, as amended.



Disability means the Eligible Employee (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less than twelve months
or (ii) is, by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than
twelve months, receiving income replacement benefits for a period of not less than three months
under a plan covering employees of the Employer.



Effective Date means December 31, 2008.



EIX means Edison International, or any successor thereto as provided in Section 8.1.



Eligible Employee means an Executive of an Affiliate or an employee of an Affiliate who was an
Executive of an Affiliate after a Potential Change in Control (unless and until the Board declares
in good faith that the circumstances giving rise to the Potential Change in Control will not result
in an actual Change in Control or an actual Change in Control occurs) or during a Protected Period.



Employer means the Affiliate employing the Eligible Employee. As the context may require, an
Eligible Employee’s Employer means the Employer that employs or last employed the Eligible
Employee.



Exchange Act means the United States Securities Exchange Act of 1934, as amended.



Executive means an Employee of an Affiliate who is designated an Executive by the Chief Executive
Officer of that Affiliate or who is elected as a Vice President or officer of higher rank by the
board of that Affiliate or the Board of EIX.



Executive Retirement Plan means the EIX 2008 Executive Retirement Plan, as amended from time to
time, or any similar or successor plan sponsored by an Employer.



Good Reason means, without the Eligible Employee’s express written consent, the occurrence of any
one or more of the following during the Protected Period:



(1) A material diminution in the Eligible Employee’s authorities, duties, and/or responsibilities.



(2) A material diminution by the Eligible Employee’s Employer of the Eligible Employee’s Salary as
in effect on the Effective Date, or as the same shall be increased from time to time.



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(3) The relocation of the Eligible Employee’s principal office more than 50 miles from the Eligible
Employee’s principal office.



(4) Any other action or inaction that constitutes a material breach by the Employer of the
agreement under which the Eligible Employee provides services.



The foregoing events shall only constitute “Good Reason” if the Eligible Employee provides notice
to the Employer of the existence of the condition within 90 days of its initial existence and the
Employer does not remedy the condition within 30 days.



Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used
in Sections 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and
14(d)(2) thereof.



Plan means the EIX 2008 Executive Severance Plan.



Potential Change in Control shall be deemed to have occurred as of the first day that any one or
more of the following conditions shall have been satisfied:



(1) Any Person (other than a trustee or other fiduciary holding securities under an employee
benefit plan of EIX or of an EIX affiliate):




(i) announces an intention to take action which, if consummated, would result in a Change in
Control; or




(ii) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing
fifteen percent (15%) or more of the combined voting power of EIX’s then outstanding
securities. For purposes of this clause, “Person” (and “group” as used in the definition of
Person) shall not include one or more underwriters acquiring newly-issued voting securities
(or securities convertible into voting securities) directly from EIX with a view towards
distribution.



(2) EIX enters into an agreement that, if consummated, would result in a Change in Control.



(3) The Board declares that a Potential Change in Control has occurred for purposes of this Plan.



Protected Period means the period related to a Change in Control that is deemed to commence on the
date that is six months before the date of the actual Change in Control and end on the date that is
two years after the Change in Control.



Qualifying Termination Event means, as to an Eligible Employee, the occurrence of one or both of
the following events within the Protected Period corresponding to a Change in Control:



(1) A termination of the Eligible Employee’s employment by his or her Employer, without the
Eligible Employee’s consent, for reasons other than Cause or Disability; or



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(2) A termination of employment by the Eligible Employee for Good Reason; provided that the
termination of employment is in no event later than two years following the initial existence of
the Good Reason condition.



Salary means the Eligible Employee’s basic pay from the Employer (excluding bonuses, special
awards, commissions, severance pay, and other non-regular forms of compensation).



Separation from Service occurs when an Eligible Employee dies, retires, or otherwise has a
termination of employment from the Employer that constitutes a “separation from service” within the
meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative
definitions available thereunder.



Target Bonus Percentage means the target, stated as a percentage of salary, fixed by the CEO of the
Employer or by the Administrator for the bonus to be awarded to the Eligible Employee pursuant to
the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan or a
successor plan governing annual executive bonuses.



Termination Date means, in the case of an Eligible Employee who becomes entitled to benefits under
this Plan, the day on which the Eligible Employee incurs a Separation from Service in connection
with the event that entitles the Eligible Employee to such benefits.



ARTICLE 2

SEVERANCE BENEFITS




2.1 Right to Severance Benefits




Subject to Sections 8.2 and 10.1, an Eligible Employee shall be entitled to receive from his or her
Employer the benefits described in Section 2.3 if the Eligible Employee’s employment by his or her
Employer is terminated by the Employer without Cause (and other than due to the Eligible Employee’s
Disability). Notwithstanding anything else contained herein to the contrary, an Eligible Employee
shall not be entitled to receive the benefits described in Section 2.3 if the Eligible Employee is
entitled to benefits under or as described in Section 2.2.



2.2 Right to Change in Control Severance Benefits




Subject to Sections 8.2 and 10.1, an Eligible Employee shall be entitled to receive the benefits
described in Section 2.4 if the Eligible Employee incurs a Qualifying Termination Event. If more
than one Qualifying Termination Event occurs with respect to an Eligible Employee, such events
shall constitute a single Qualifying Termination Event and the provisions of Section 2.4 shall
apply with respect to the Eligible Employee only once. An Eligible Employee’s continued employment
shall not constitute a consent to, or a waiver of rights with respect to, any circumstances
constituting Good Reason for purposes of determining if a Qualifying Termination Event has occurred
with respect to the Eligible Employee.



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2.3 Severance Benefit — Termination by Employer Without Cause (Other than a Qualifying Termination
Event or Termination due to the Eligible Employee’s Disability)



In the event that an Eligible Employee becomes entitled to receive benefits in accordance with
Section 2.1, then the Eligible Employee shall be entitled to the benefits described in Sections
2.3.1 through 2.3.7 below.



2.3.1 Cash Benefit




The Eligible Employee’s Employer shall pay to the Eligible Employee a non-discounted cash amount
equal to the sum of the following:



(a) an amount equal to the greater of:




(1) one times the highest annualized rate of the Eligible Employee’s Salary in effect at any
time during the 24-month period ending on the Eligible Employee’s Termination Date, or




(2) one times the highest weekly rate of the Eligible Employee’s Salary in effect at any
time during the 24-month period ending on the Eligible Employee’s Termination Date
multiplied by the number of weeks that would have been used (if the Eligible Employee had
not been an Executive) to determine the Eligible Employee’s cash severance benefit under the
non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as
in effect on the Eligible Employee’s Termination Date;



(b) except as provided in EIX’s 2008 Executive Bonus Program (or successor annual bonus program for
the relevant year) as to an Eligible Employee who is covered by such program, in the calendar year
in which the Eligible Employee’s Termination Date occurs, a pro rata portion (based on the number
of weekdays that elapsed in the calendar year in which the Eligible Employee’s Termination Date
occurs between the start of that calendar year and the Eligible Employee’s Termination Date) of the
Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month
period ending on the Eligible Employee’s Termination Date multiplied by the Eligible Employee’s
highest annualized Salary in effect at any time during such 24-month period; and



(c) an amount equal to the highest annualized rate of the Eligible Employee’s Salary in effect at
any time during the 24-month period ending on the Eligible Employee’s Termination Date times the
Eligible Employee’s highest Target Bonus Percentage in effect at any time during the 24-month
period ending on the Eligible Employee’s Termination Date.



The amount determined under this Section 2.3.1 shall be paid as a lump sum without notice or demand
no later than the date that is the 15th day of the third month following the end of the
Eligible Employee’s taxable year in which his or her Separation from Service occurred but only if
EIX has timely received from the Eligible Employee the agreement referenced in Section 10.1.



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2.3.2 Health Care Coverage Benefit




(a) The Eligible Employee will be eligible to participate in EIX’s retiree health care program if,
under the terms of the non-executive severance plan (if any) maintained by the Eligible Employee’s
Employer and as in effect on the Eligible Employee’s Termination Date, the Eligible Employee would
otherwise have been eligible (if he or she had not been an Executive) for participation in EIX’s
retiree health care program by virtue of his or her age and service.



(b) If the Eligible Employee is not eligible for EIX’s retiree health care program in accordance
with Section 2.3.2(a) or is not otherwise eligible for EIX’s retiree health care program, the
Eligible Employee will receive an extension of health care coverage for a period following the
Eligible Employee’s Termination Date that is the greater of 12 months or the extension period for
which the Eligible Employee would have been eligible (if he or she had not been an Executive) under
the non-executive severance program (if any) maintained by the Eligible Employee’s Employer and as
in effect on the Eligible Employee’s Termination Date but in no event longer than the maximum
period the Eligible Employee would be entitled to continuation coverage under COBRA. Any continued
coverage in accordance with the preceding sentence shall be on terms similar to those as in effect
under the Eligible Employee’s Employer’s health care program in effect with respect to the Eligible
Employee immediately before the termination of his or her employment and based on the Eligible
Employee’s coverage elections in effect at such time. Notwithstanding Section 6.3 to the contrary,
EIX and/or the Eligible Employee’s Employer, as applicable, shall not be obligated to continue such
coverage if the Eligible Employee obtains similar coverage from any successor employer. EIX and/or
the Eligible Employee’s Employer, as applicable, shall give the Eligible Employee the required
COBRA benefit continuation notice prior to (and the Eligible Employee’s eligibility for
continuation benefits under COBRA shall commence as of) the end of the applicable period determined
as set forth above.



2.3.3 Executive Health Enhancement Extension




If the Eligible Employee was eligible to participate in the EIX-sponsored Executive Health
Enhancement Program at any point during the 12 months preceding the Eligible Employee’s Termination
Date, the Eligible Employee will remain eligible to participate in the program during the one-year
period commencing on the Eligible Employee’s Termination Date. To the extent any reimbursements
made under the program are taxable to the Eligible Employee and provide for a deferral of
compensation within the meaning of Section 409A of the Code, such reimbursements shall be paid to
the Eligible Employee on or before the last day of the Eligible Employee’s taxable year following
the taxable year in which the expense was incurred and shall not be subject to liquidation or
exchange for other benefits and the reimbursements that the Eligible Employee receives in one
taxable year shall not affect the amount of reimbursements that the Eligible Employee receives in
any other taxable year.



2.3.4 Survivor Benefit Plan Extension




If the Eligible Employee was eligible to participate in the EIX 2008 Survivor Benefit Plan (or
predecessor plan) at any point during the 12 months preceding the Eligible Employee’s Termination
Date, the Eligible Employee will be entitled to continued coverage under such



7









 







Survivor Benefit Plan for the one-year period commencing on the Eligible Employee’s Termination
Date.



2.3.5 Outplacement Benefit




The Eligible Employee shall be entitled to reimbursement of up to $20,000 for reasonable
outplacement costs incurred in the two-year period commencing on his or her Termination Date. Any
such reimbursements shall be paid to the Eligible Employee by the end of the third taxable year of
the Eligible Employee following the taxable year in which the Eligible Employee’s Separation from
Service occurred.



2.3.6 Educational Assistance Benefit




The Eligible Employee shall be entitled to the educational assistance benefit to which he or she
would have been entitled (if he or she had not been an executive) under the non-executive severance
plan, if any, maintained by his or her Employer and as in effect on the Eligible Employee’s
Termination Date. To the extent any educational assistance benefits or reimbursements are taxable
to the Eligible Employee and provide for a deferral of compensation within the meaning of Section
409A of the Code, any such reimbursements or benefits shall be paid to the Eligible Employee on or
before the last day of the Eligible Employee’s taxable year following the taxable year in which the
expense was incurred, shall not be subject to liquidation or exchange for other benefits and the
reimbursements or benefits that the Eligible Employee receives in one taxable year shall not affect
the amount of reimbursements or benefits that the Eligible Employee receives in any other taxable
year.



2.3.7 Estate and Financial Planning Extension




If the Eligible Employee was eligible to participate in the Estate and Financial Planning Program
of an Employer at any point during the 12 months preceding the Eligible Employee’s Termination
Date, the Eligible Employee will be eligible to participate in the program during the one-year
period commencing on the Eligible Employee’s Termination Date. Notwithstanding the above, if after
receiving one additional year of age and service credit, the Eligible Employee is at least age 55
with at least five years of service or has at least 68 total points of age plus years of service
(in each case, as years of service are determined for vesting purposes under the Executive
Retirement Plan) as of the Eligible Employee’s Termination Date, then the normal terms of the
Estate and Financial Planning Program for retirement will apply with respect to the Eligible
Employee. Notwithstanding the foregoing, to the extent any reimbursement of estate and financial
planning costs or provision of estate and financial planning services is taxable to the Eligible
Employee and provides for a deferral of compensation within the meaning of Section 409A of the
Code, such reimbursements or services provided will be subject to the following conditions: (1)
the amount of expense eligible for reimbursement or services provided during the Eligible
Employee’s taxable year does not affect the expenses eligible for reimbursement or services
provided in any other taxable year, (2) the reimbursement of an eligible expense is made on or
before the last day of the Eligible Employee’s taxable year following the taxable year in which the
expense was incurred, and (3) the right to reimbursement or the provision of services is not
subject to liquidation or exchange for another benefit.



8









 





2.4 Change in Control Severance Benefits




If an Eligible Employee incurs a Qualifying Termination Event, the Eligible Employee shall be
entitled to the benefits described in Sections 2.3.1 through 2.3.7 above, subject to the following
subsections of this Section 2.4.



2.4.1 Senior Officer Enhanced Benefit




If the Eligible Employee was a Senior Vice President or an officer of higher rank within the
12-month period preceding his or her Termination Date but is not covered by Section 2.4.2, then the
Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.1.
“Two times” will be substituted for “one times” in Section 2.3.1, including for purposes of
determining the Eligible Employee’s benefit under Section 2.3.1(c). “Two-year period” will be
substituted for “one-year period” in Sections 2.3.3, 2.3.4, and 2.3.7. “$30,000” will be
substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the
maximum period permitted under COBRA.



2.4.2 Certain Additional Enhanced Benefits




If the Eligible Employee was the Chief Executive Officer of EIX, Southern California Edison, Edison
Mission Group, or the General Counsel or Chief Financial Officer of EIX within the 12-month period
preceding his or her Termination Date, then the Eligible Employee will be entitled to the benefit
modifications described in this Section 2.4.2. “Three times” will be substituted for “one times”
in Section 2.3.1, including for purposes of determining the Eligible Employee’s benefit under
Section 2.3.1(c). “Three-year period” will be substituted for “one-year period” in Sections 2.3.3,
2.3.4 and 2.3.7. “$50,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under
Section 2.3.2 will be extended to the maximum period permitted under COBRA.



2.5 Termination for Other Reasons




Except as expressly provided below, EIX and an Eligible Employee’s Employer shall have no
obligations (or no further obligations, as the case may be) to the Eligible Employee under this
Plan if:



(a) the Eligible Employee’s employment is terminated by his or her Employer for Cause;




(b) the Eligible Employee terminates his or her employment with his or her Employer during a
Protected Period other than for Good Reason;



(c) the Eligible Employee’s employment by his or her Employer terminates due to the Eligible
Employee’s Disability or death;



(d) the Eligible Employee terminates his or her employment with his or her Employer for any reason
if the termination occurs outside of a Protected Period; or



(e) the Eligible Employee is employed by an Employer that is sold, spun off, or liquidated and the
Eligible Employee is no longer covered by this Plan as provided in Section 8.2 or the Eligible
Employee does not timely comply with Section 10.1. Notwithstanding anything else



9









 







contained herein to the contrary, a termination of an Eligible Employee’s employment on account of
the Eligible Employee reaching mandatory retirement age, as such age may be defined from time to
time in policies adopted by EIX or his or her Employer prior to the commencement of the Protected
Period, to the extent such policies are applicable to the Eligible Employee immediately prior to
the commencement of the Protected Period and to the extent such policies are consistent with
applicable law, shall not entitle the Eligible Employee to the benefits described in Section 2.3
and shall not be a Qualifying Termination Event unless the Eligible Employee was otherwise able to
terminate employment for Good Reason immediately prior to his or her retirement and his or her
retirement occurred during a Protected Period.



2.6 Notice of Termination




Any termination of an Eligible Employee’s employment by his or her Employer for Cause or by an
Eligible Employee for Good Reason shall be communicated by Notice of Termination. For purposes of
this Plan, a “Notice of Termination” shall mean a written notice which shall indicate the specific
termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Eligible Employee’s employment
under the provision so indicated. The Notice of Termination shall be effective on the date
specified in Section 10.7 of this Plan.



ARTICLE 3

TAXES




EIX and/or the Eligible Employee’s Employer, as applicable, has the right to withhold from any
amount otherwise payable to an Eligible Employee under or pursuant to this Plan the amount of any
taxes that EIX or such Employer may legally be required to withhold with respect to such payment
(including, without limitation, any United States Federal taxes, and any other state, city, or
local taxes). In the event that tax withholding is required with respect to amounts or benefits
payable or deliverable by EIX or the Eligible Employee’s Employer to an Eligible Employee and EIX
or the Employer cannot satisfy its tax withholding obligations in the manner described in the
preceding sentence, EIX or the Employer may require the Eligible Employee to pay or provide for the
payment of such required tax withholding as a condition to the payment or delivery of such amounts
or benefits. Each Eligible Employee, former Eligible Employee and Beneficiary shall be solely
responsible for all income and employment taxes arising in connection with participation in this
Plan or benefits hereunder.



ARTICLE 4

EXCISE TAX GROSS-UP




4.1 Gross-Up Payment




In the event it is determined (pursuant to Section 4.2) or finally determined (as defined in
Section 4.3(c)) that any payment, distribution, transfer, or benefit by an Eligible Employee’s
Employer, or a direct or indirect subsidiary or affiliate of that Employer, to or for the benefit
of the Eligible Employee or the Eligible Employee’s dependents, heirs or beneficiaries (whether
such payment, distribution, transfer, benefit or other event occurs pursuant to the terms of this
Plan or otherwise, but determined without regard to any additional payments required under this
Article 6) (each a “Payment” and collectively the “Payments”) is subject to the excise tax



10









 





imposed by Section 4999 of the Code, and any successor provision or any comparable provision of
state or local income tax law (collectively, “Section 4999”), or any interest, penalty or addition
to tax is incurred by the Eligible Employee with respect to such excise tax (such excise tax,
together with any such interest, penalty, and addition to tax, hereinafter collectively referred to
as the “Excise Tax”), then the Eligible Employee’s Employer shall pay to the Eligible Employee (or
to the applicable taxing authority on the Eligible Employee’s behalf) an additional cash payment
(hereinafter referred to as the “Gross-Up Payment”) equal to an amount such that after payment by
the Eligible Employee of all taxes, interest, penalties, additions to tax and costs imposed or
incurred with respect to the Gross-Up Payment (including, without limitation, any income and excise
taxes imposed upon the Gross-Up Payment), the Eligible Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon such Payment or Payments. This provision is intended
to put the Eligible Employee in the same position as the Eligible Employee would have been had no
Excise Tax been imposed upon or incurred as a result of any Payment. Any payment under this
Section 4.1 shall be paid to the Eligible Employee by the end of the Eligible Employee’s taxable
year following the taxable year in which the Eligible Employee pays the related taxes.



4.2 Determination of Gross-Up




(a) Except as provided in Section 4.3, the determination that a Payment is subject to an Excise Tax
shall be made in writing by the principal certified public accounting firm then retained by EIX to
audit its annual financial statements (the “Accounting Firm”). Such determination shall include
the amount of the Gross-Up Payment and detailed computations thereof, including any assumptions
used in such computations. Any determination by the Accounting Firm will be binding on EIX, the
Eligible Employee’s Employer and the Eligible Employee.



(b) For purposes of determining the amount of the Gross-Up Payment, the Eligible Employee shall be
deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the
calendar year in which the Gross-Up Payment is to be made. Such highest marginal rate shall take
into account the loss of itemized deductions by the Eligible Employee and shall also include the
Eligible Employee’s share of the hospital insurance portion of FICA and state and local income
taxes at the highest marginal rate of taxation in the state and locality of the Eligible Employee’s
residence on the date of his or her Qualifying Termination Event, net of the maximum reduction in
Federal income taxes that could be obtained from the deduction of such state and local taxes.



4.3 Notification




(a) The Eligible Employee shall notify EIX and his or her Employer (if other than EIX) in writing
of any claim by the Internal Revenue Service (or any successor thereof) or any state or local
taxing authority (individually or collectively, the “Taxing Authority”) that, if successful, would
require the payment by the Eligible Employee’s Employer of a Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than 30 days after the Eligible Employee
receives written notice of such claim and shall apprise EIX and his or her Employer of the nature
of such claim and the date on which such claim is requested to be paid; provided, however, that
failure by the Eligible Employee to give such notice within such 30-day period shall not result in
a waiver or forfeiture of any of the Eligible Employee’s rights under this



11









 







Article 4 except to the extent of actual damages suffered by EIX or the Eligible Employee’s
Employer as a result of such failure. The Eligible Employee shall not pay such claim prior to the
expiration of the 15-day period following the date on which the Eligible Employee gives such notice
to EIX and his or her Employer (or such shorter period ending on the date that any payment of
taxes, interest, penalties or additions to tax with respect to such claim is due). If EIX or the
Eligible Employee’s Employer notifies the Eligible Employee in writing prior to the expiration of
such 15-day period (regardless of whether such claim was earlier paid as contemplated by the
preceding parenthetical) that it desires to contest such claim, the Eligible Employee shall:




(1) give EIX and the Eligible Employee’s Employer any information reasonably requested by
EIX or the Eligible Employee’s Employer relating to such claim;




(2) take such action in connection with contesting such claim as EIX or the Eligible
Employee’s Employer shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by an attorney
selected by EIX or the Eligible Employee’s Employer;




(3) cooperate with EIX and the Eligible Employee’s Employer in good faith in order
effectively to contest such claim; and




(4) permit EIX and the Eligible Employee’s Employer to participate in any proceedings
relating to such claim; provided, however, that the Eligible Employee’s Employer shall bear
and pay directly all attorneys fees, costs and expenses (including additional interest,
penalties and additions to tax) incurred in connection with such contest and shall indemnify
and hold the Eligible Employee harmless, on an after-tax basis, for all taxes (including,
without limitation, income and excise taxes), interest, penalties and additions to tax
imposed in relation to such claim and in relation to the payment of such costs and expenses
or indemnification. Any payments required by this Section 4.3(a)(4) shall be paid by the
end of the Eligible Employee’s taxable year following taxable year in which the proceedings
are “finally determined” as provided for in Section 4.3(d).



(b) Without limitation on the foregoing provisions of this Section 4.3, and to the extent its
actions do not unreasonably interfere with or prejudice the Eligible Employee’s disputes with the
Taxing Authority as to other issues, EIX and the Eligible Employee’s Employer shall control all
proceedings taken in connection with such contest and, in its or their reasonable discretion, may
pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the
Taxing Authority in respect of such claim and may, at its or in their sole option, either direct
the Eligible Employee to pay the tax, interest or penalties claimed and sue for a refund or contest
the claim in any permissible manner, and the Eligible Employee agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as EIX or the Eligible Employee’s Employer shall determine; provided,
that any extension of the statute of limitations relating to payment of taxes, interest, penalties
or additions to tax for the taxable year of the Eligible Employee with respect to which such
contested amount is claimed to be due is limited solely to such contested amount; and, provided,
further, that any settlement of any claim shall be reasonably acceptable to the Eligible Employee,
and EIX’s and the Eligible Employee’s Employer’s control of the contest shall be limited to issues



12









 







with respect to which a Gross-Up Payment would be payable hereunder, and the Eligible Employee
shall be entitled to settle or contest, as the case may be, any other issue.



(c) If, after receipt by the Eligible Employee of a reimbursement amount paid by the Eligible
Employee’s Employer pursuant to this Article 4, the Eligible Employee receives any refund with
respect to such claim, the Eligible Employee shall (subject to the Eligible Employee’s Employer’s
complying with the requirements of this Article 4) promptly pay to the Eligible Employee’s Employer
an amount equal to such refund (together with any interest paid or credited thereof after taxes
applicable thereto), net of any taxes (including, without limitation, any income or excise taxes),
interest, penalties or additions to tax and any other costs incurred by the Eligible Employee in
connection with such advance, after giving effect to such repayment.



(d) For purposes of this Article 4, whether the Excise Tax is applicable to a Payment shall be
deemed to be “finally determined” upon the earliest of:




(1) the expiration of the 15-day period referred to in Section 4.3(a) if EIX or the Eligible
Employee’s Employer has not notified the Eligible Employee that it intends to contest the
underlying claim,




(2) the expiration of any period following which no right of appeal exists,




(3) the date upon which a closing agreement or similar agreement with respect to the claim
is executed by the Eligible Employee and the Taxing Authority (which agreement may be
executed only in compliance with this section), or




(4) the receipt by the Eligible Employee of notice from EIX or the Eligible Employee’s
Employer that it no longer seeks to pursue a contest (which shall be deemed received if EIX
or the Eligible Employee’s Employer does not, within 15 days following receipt of a written
inquiry from the Eligible Employee, affirmatively indicate in writing to the Eligible
Employee that EIX or the Eligible Employee’s Employer intends to continue to pursue such
contest).



4.4 Underpayment and Overpayment




It is possible that no Gross-Up Payment will initially be made but that a Gross-Up Payment should
have been made, or that a Gross-Up Payment will initially be made in an amount that is less than
what should have been made (either of such events is referred to as an “Underpayment”). It is also
possible that a Gross-Up Payment will initially be made in an amount that is greater than what
should have been made (an “Overpayment”). The determination of any Underpayment or Overpayment
shall be made by the Accounting Firm in accordance with Section 4.2. In the event of an
Underpayment, the amount of any such Underpayment shall be paid to the Eligible Employee as an
additional Gross-Up Payment. In the event of an Overpayment, the Eligible Employee shall repay the
amount of such Overpayment to the Employer with interest at the applicable Federal rate provided
for in Section 1274(d) of the Code from the date of the Overpayment to the date of the repayment of
such amount. In such case, the amount of the repayment obligation shall be subject to reduction to
the extent necessary to put the Eligible Employee in the same after-tax position as if such
Overpayment were never made. The amount of any such reduction to the repayment obligation shall be
determined by the



13









 







Accounting Firm in accordance with the principles set forth in Section 4.2. The Eligible Employee
shall repay the amount of the Overpayment (after reduction, if any, and with interest as provided
above) to the Eligible Employee’s Employer as soon as administratively practicable after EIX or the
Eligible Employee’s Employer notifies the Eligible Employee of (a) the Accounting Firm’s
determination that an Overpayment was made and (b) the amount to be repaid.



ARTICLE 5

BENEFICIARY DESIGNATION




The Eligible Employee will have the right, at any time, to designate any person or persons as
Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event
of the Eligible Employee’s death. The Beneficiary designation will be effective when it is
submitted in writing to the Administrator during the Eligible Employee’s lifetime on a form
prescribed by the Administrator.



The submission of a new Beneficiary designation will cancel all prior Beneficiary designations.
Any finalized divorce or marriage of an Eligible Employee subsequent to the date of a Beneficiary
designation will revoke such designation, unless in the case of divorce the previous spouse was not
designated as a Beneficiary, and unless in the case of marriage the Eligible Employee’s new spouse
has previously been designated as Beneficiary. The spouse of a married Eligible Employee must
consent in writing to any designation of a Beneficiary other than the spouse.



If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary
designation is revoked by marriage, divorce, or otherwise without execution of a new designation,
or if every person designated as Beneficiary predeceases the Eligible Employee, then the
Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a
primary Beneficiary dies after commencement of payments to the Beneficiary but prior to completion
of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible
Employee, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has
been designated, or to the Beneficiary’s estate.



ARTICLE 6

CONDITIONS RELATED TO BENEFITS




6.1 Nonassignability




The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or
hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits
will be exempt from the claims of creditors of any Eligible Employee or other claimants and from
all orders, decrees, levies, garnishment or executions against any Eligible Employee to the fullest
extent allowed by law.



6.2 No Right to Assets




The benefits paid under the Plan will be paid from the general funds of the Employer who last
employs the Eligible Employee immediately prior to the time that the Eligible Employee



14









 





becomes entitled to benefits hereunder, and the Eligible Employee and any Beneficiary will be no
more than unsecured general creditors of the Employer with no special or prior right to any assets
of the Employer for payment of any obligations hereunder. Neither the Eligible Employee nor the
Beneficiary will have a claim to benefits from any other Affiliate.



6.3 Payment of Obligations Absolute




Subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement
contemplated thereby, each Employer’s obligation to make the payments and the arrangements provided
for herein shall be absolute and unconditional, and shall not be affected by any circumstances,
including, without limitation, any offset, counterclaim, recoupment, defense, or other right which
the Employer may have against the Eligible Employee or anyone else. Each and every payment made
hereunder by an Employer shall be final, and the Employer shall not seek to recover all or any part
of such payment from the Eligible Employee or from whomsoever may be entitled thereto, for any
reasons whatsoever, except as otherwise provided in Article 4 or Article 8 and subject to the
Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby.
Eligible Employees shall not be obligated to seek other employment in mitigation of the amounts
payable or arrangements made under any provision of this Plan, and the obtaining of any such other
employment shall in no event effect any reduction of an Employer’s obligations to make the payments
and arrangements required to be made under this Plan except as provided in Section 2.3.2(b).



6.4 Other Benefit Plans




All payments, benefits and amounts provided under this Plan shall be in addition to and not in
substitution for any pension rights under EIX’s or other Employer’s tax-qualified pension plans in
which the Eligible Employee participates, and any disability, workers’ compensation or EIX or other
Employer benefit plan distribution that an Eligible Employee is entitled to, under the terms of any
such plan, at the time his or her employment by his or her Employer terminates. Notwithstanding
the foregoing, this Plan shall not create an inference that any duplicate payments shall be
required, and notwithstanding anything else contained herein to the contrary, any severance
benefits otherwise payable or deliverable under this Plan to a Participant shall be offset or
reduced by the amount of severance benefits payable or deliverable to the Participant under any
other plan, program, or agreement of or with EIX, the Participant’s Employer, or their respective
Affiliates. Payments received by a person under this Plan shall not be deemed a part of the
person’s compensation for purposes of determining the person’s benefits under any employee welfare,
pension or other benefit plan or arrangement, if any, provided by an Employer, except where
explicitly provided under the terms of such plan or arrangement.



6.5 Incapacity




If any person entitled to payments under this Plan is incapacitated and unable to use such payments
in his or her own best interest, EIX may direct that payments (or any portion) be made to that
person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to
the person unable to use the payments. EIX will have no obligation to supervise the use of such
payments, and court-appointed guardianship or conservatorship may be required.



15









 





6.6 Six Month Delay




Notwithstanding any other provisions of the plan, any payment or benefit otherwise required to be
made after an Eligible Employee’s Separation from Service that the Employer reasonably determines
is subject to Section 409A(a)(2)(B)(i) of the Code shall not be paid until the earlier of (1) six
months after the date of the Eligible Employee’s Separation from Service or (2) the Eligible
Employee’s death.



6.7 Termination of Employment




Notwithstanding anything else contained herein to the contrary, a Participant shall not be deemed
to have terminated employment or had a Separation from Service if his or her employment by an
Employer terminates but he or she continues as an employee of another Affiliate.



6.8 Re-Employment




Notwithstanding anything else contained herein to the contrary, a Participant shall have no right
to severance benefits hereunder (pursuant to Sections 2.3 or 2.4 or otherwise) with respect to a
termination of his or her employment if, in connection with such termination, he or she is
otherwise entitled to severance benefits under this Plan but, prior to the payment or delivery (or
commencement of payment or delivery, as the case may be) of such benefits, the Participant becomes
re-employed by his or her Employer or by another Affiliate. Notwithstanding anything else contained
herein to the contrary, a Participant’s right to continuing or additional benefits under this Plan
(including any right to continue participating in or receive benefits under a plan as provided for
in Section 2.3) shall automatically terminate (but the Participant shall have no obligation to
re-pay benefits previously paid) if the Participant becomes re-employed by his or her Employer or
by another Affiliate. If a Participant is re-employed and his or her employment is subsequently
terminated and the Participant again becomes entitled to severance benefits under the terms of this
Plan in connection with such later termination of employment, the amount of cash severance payments
otherwise payable to the Participant pursuant to Section 2.3.1 in connection with such later
termination of employment shall be reduced by the amount of any severance payments paid under this
Plan to the Participant within the 24 months prior to such later termination of employment in
connection with any prior termination of his or her employment.



ARTICLE 7

CLAIMS AND REVIEW PROCEDURES




7.1 Claims Procedures




(a) The Administrator will notify an Eligible Employee or his or her Beneficiary (or person
submitting a claim on behalf of an Eligible Employee or Beneficiary) (a “claimant”) in writing,
within 90 days after his or her written application for benefits, of his or her eligibility or
noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not
eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the
denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a
description of any additional information or material necessary for the claimant to perfect his or
her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims



16









 





review procedure and other appropriate information as to the steps to be taken if the claimant
wishes to have the claim reviewed. If the Administrator determines that there are special
circumstances requiring additional time to make a decision, the Administrator will notify the
claimant of the special circumstances and the date by which a decision is expected to be made, and
may extend the time for up to an additional 90-day period.



(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the
claimant believes that he or she is entitled to greater or different benefits, the claimant will
have the opportunity to have the claim reviewed by the Administrator by filing a petition for
review with the Administrator within 60 days after receipt of the notice issued by the
Administrator. Said petition will state the specific reasons which the claimant believes entitle
him or her to benefits or to greater or different benefits. Within 60 days after receipt by the
Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an
opportunity to present his or her position to the Administrator in writing, and the claimant (or
counsel) will have the right to review the pertinent documents. The Administrator will notify the
claimant of its decision in writing within the 60-day period, stating specifically the basis of its
decision, written in a manner calculated to be understood by the claimant and the specific
provisions of the Plan on which the decision is based. If, due to special circumstances (for
example, because of the need for a hearing), the 60-day period is not sufficient, the decision may
be deferred for up to another 60-day period at the election of the Administrator, but notice of
this deferral will be given to the claimant. In the event of the death of the Eligible Employee,
the same procedures will apply to the Eligible Employee’s Beneficiaries.



7.2 Dispute Arbitration




(a) Notwithstanding the foregoing, and because it is agreed that time will be of the essence in
determining whether any payments are due to the claimant under the Plan, a claimant may, if he or
she desires, submit any claim for payment under the Plan to arbitration. This right to select
arbitration will be solely that of the claimant and the claimant may decide whether or not to
arbitrate in his or her discretion. The “right to select arbitration” is not mandatory on the
claimant, and the claimant may choose in lieu thereof to bring an action in an appropriate civil
court. Once an arbitration is commenced, however, it may not be discontinued without the mutual
consent of both parties to the arbitration. During the lifetime of the Eligible Employee only he
or she can use the arbitration procedure set forth in this section.



(b) Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to
be paid under the Plan and the claim is finally denied by the Administrator in whole or in part,
the claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by
the method described in the next four sentences. The first step of the selection will consist of
the claimant submitting a list of five potential arbitrators to the Administrator. Each of the
five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the
State of California or (2) a retired California Superior Court or Appellate Court judge. Within
one week after receipt of the list, the Administrator will select one of the five arbitrators as
the arbitrator for the dispute in question. If the Administrator fails to select an arbitrator
within one week after receipt of the list, the claimant will then designate one of the five
arbitrators for the dispute in question.



17









 





(c) The arbitration hearing will be held within seven days (or as soon thereafter as possible)
after the picking of the arbitrator. No continuance of said hearing will be allowed without the
mutual consent of the claimant and the Administrator. Absence from or nonparticipation at the
hearing by either party will not prevent the issuance of an award. Hearing procedures which will
expedite the hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close
the hearing in his or her sole discretion when he or she decides he or she has heard sufficient
evidence to satisfy issuance of an award.



(d) The arbitrator’s award will be rendered as expeditiously as possible and in no event later than
one week after the close of the hearing.



(e) In the event the arbitrator finds that the Administrator or the Employer has breached the terms
of the Plan, he or she will order the Employer to pay to the claimant within two business days
after the decision is rendered the amount then due the claimant, plus, notwithstanding anything to
the contrary in the Plan, an additional amount equal to 20% of the amount actually in dispute. The
award of the arbitrator will be final and binding upon the Parties.



(f) The award may be enforced in any appropriate court as soon as possible after its rendition.
The Administrator will be considered the prevailing party in a dispute if the arbitrator determines
(1) that neither the Administrator nor the Employer has breached the terms of the Plan and (2) the
claim by the claimant was not made in good faith. Otherwise, the claimant will be considered the
prevailing party. In the event that the Administrator is the prevailing party, the fee of the
arbitrator and all necessary expenses of the hearing (excluding any attorneys’ fees incurred by the
Administrator) including the fees of a stenographic reporter, if employed, will be paid by the
losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator
and all necessary expenses of the hearing (including all attorneys’ fees incurred by the claimant
in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by
the Employer by March 15 of the year following the year in which the arbitrator determines who is
the prevailing party.



ARTICLE 8

SUCCESSORS AND ASSIGNMENT




8.1 Successors to an Employer




Subject to Section 8.2, each Employer will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or
assets of the Employer or of any division or subsidiary thereof (the business and/or assets of
which constitute at least fifty percent (50%) of the total business and/or assets of the Employer)
to expressly assume and agree to perform the Employer’s obligations under this Plan in the same
manner and to the same extent that the Employer would be required to perform them if such
succession had not taken place.



8.2 Sale, Spin-Off, or Liquidation of an Employer




Except as provided in the following two sentences, if EIX sells (regardless of whether pursuant to
a stock sale or sale of all or substantially all of the business and/or assets of the Employer),
spins-off or liquidates an Employer (other than EIX), this Plan shall be deemed to have been



18









 





terminated as to all Eligible Employees employed by that Employer and such Eligible Employees shall
have no further rights under this Plan and shall have no right to any payment or benefits under
this Plan in respect of such termination. If such a sale, spin-off or liquidation occurs after a
Potential Change in Control has occurred (and the Board has not declared in good faith that the
circumstances giving rise to the Potential Change in Control will not result in an actual Change in
Control) or during a Protected Period, the preceding sentence shall not apply with respect to any
Eligible Employee who was employed immediately prior to the Potential Change in Control or start of
the Protected Period, as applicable, by EIX or an Employer other than the Employer that is sold,
spun off, or liquidated. The first sentence of this Section 8.2 will not apply to an Eligible
Employee if (i) the Employer has entered a written agreement with the Eligible Employee, (ii) the
agreement has been approved by an officer of EIX, (iii) the agreement provides specific conditions
under which the Eligible Employee will eligible for the benefits described in Section 2.3 in
connection with the sale or spin-off of the Employer, and (iv) those conditions are met.



ARTICLE 9

ADMINISTRATION OF THE PLAN




9.1 Administrator Action




The Administrator shall act at meetings by affirmative vote of a majority of the members of the
Administrator. Any action permitted to be taken at a meeting may be taken without a meeting if,
prior to such action, a written consent to the action is signed by all members of the Administrator
and such written consent is filed with the minutes of the proceedings of the Administrator. A
member of the Administrator shall not vote or act upon any matter which relates solely to himself
or herself as an Eligible Employee. The Chairman or any other member or members of the
Administrator designated by the Chairman may execute any certificate or other written direction on
behalf of the Administrator.



9.2 Powers and Duties of the Administrator




The Administrator shall enforce this Plan in accordance with its terms, shall be charged with the
general administration of this Plan, and shall have all powers necessary to accomplish its
purposes, including, but not by way of limitation, the power and authority to do the following:



(a) To determine eligibility for and participation in this Plan;




(b) To construe and interpret the terms and provisions of this Plan;




(c) To compute and certify to the amount and kind of benefits payable to Eligible Employees and
their Beneficiaries, and to determine the amount of withholding taxes to be deducted pursuant to
Article 3;



(d) To maintain all records that may be necessary for the administration of this Plan;




(e) To provide for the disclosure of all information and the filing or provision of all reports and
statements to Eligible Employees, Beneficiaries or governmental agencies as shall be required by
law;



19









 





(f) To make and publish such rules for the regulation of this Plan and procedures for the
administration of this Plan as are not inconsistent with the terms hereof; and



(g) To appoint a plan administrator or any other agent (which may include, without limitation, one
or more employees of EIX), and to delegate to them such powers and duties in connection with the
administration of this Plan as the Administrator may from time to time prescribe.



9.3 Plan Interpretation




The Administrator will administer the Plan and interpret, construe and apply its provisions in
accordance with its terms and will provide direction and oversight as necessary to management,
staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will
establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the
administration of the Plan. All decisions of the Administrator will be final and binding.



9.4 Information




To enable the Administrator to perform its functions, each Employer shall supply full and timely
information to the Administrator on all matters relating to the compensation of all Eligible
Employees, their death or other cause of termination, and such other pertinent facts as the
Administrator may require.



9.5 Compensation, Expenses and Indemnity




The members of the Administrator shall serve without additional compensation for their services
hereunder beyond that which they are entitled as authorized by the Board. The Administrator is
authorized at the expense of EIX to employ such legal counsel as it may deem advisable to assist in
the performance of its duties hereunder. EIX shall pay expenses and fees in connection with the
administration of this Plan. To the extent permitted by applicable law, EIX shall indemnify and
save harmless the Administrator and each member thereof, the Board and each member thereof, and
delegates of the Administrator who are employees of EIX against any and all expenses, liabilities
and claims, including legal fees to defend against such liabilities and claims arising out of their
discharge in good faith of responsibilities under or incident to this Plan, other than expenses and
liabilities arising out of willful misconduct. This indemnity shall not preclude such further
indemnities as may be available under insurance purchased by EIX or provided by EIX under any
bylaw, agreement or otherwise, as such indemnities are permitted under state law.



ARTICLE 10

MISCELLANEOUS




10.1 Release and Agreement




Notwithstanding anything else contained herein to the contrary, each Employer’s obligation to pay
benefits to an Eligible Employee is subject to the condition precedent that the Eligible Employee
execute a valid and effective Severance Agreement in the form attached hereto as Exhibit A (or such
other form, which is substantially the same as the form attached hereto as Exhibit A, as the
Administrator may require) and such executed agreement is received by EIX



20









 





and the Eligible Employee’s Employer no later than 60 days after the Eligible Employee’s
Termination Date and is not revoked by the Eligible Employee or otherwise rendered unenforceable by
the Eligible Employee. The date the Eligible Employee executes the Severance Agreement shall have
no effect on the timing of such benefits to be paid or provided under the Plan, which timing shall
be governed by Section 2.3



10.2 Term of the Plan




(a) This Plan will commence on the Effective Date and shall continue in effect through December 31,
2009. However, at the end of such initial period and, if extended, at the end of each additional
year thereafter, the term of this Plan shall be extended automatically for one additional year,
unless the Administrator (or the Board) delivers written notice at least six months prior to the
end of such term, or extended term, to each Eligible Employee that this Plan will not be extended,
and if such notice is timely given this Plan will terminate at the end of the term then in
progress; provided, however, that this provision for automatic extension shall have no application
following a Potential Change in Control (unless and until the Board declares in good faith that the
circumstances giving rise to the Potential Change in Control will not result in an actual Change in
Control) or a Change in Control, in which case the provisions of Section 10.2(b) or Section
10.2(c), respectively, shall apply.



(b) If a Potential Change in Control occurs, the Administrator (or the Board) may not give notice
that the term of this Plan will not be extended, or will not be further extended, as the case may
be, unless and until the Board declares in good faith that the circumstances giving rise to the
Potential Change in Control will not result in an actual Change in Control or an actual Change in
Control occurs.



(c) In the event a Change in Control occurs during the initial or any extended term, this Plan will
remain in effect for the longer of:




(1) twenty-four months beyond the month in which such Change in Control occurred; or




(2) as to any Eligible Employee who incurs a Qualifying Termination Event, until all
obligations of each Employer hereunder to that Eligible Employee have been fulfilled. Any
subsequent Change in Control (“Subsequent Change in Control”) that occurs during the initial
or any extended term shall also continue the term of this Plan until the later of:




(i) twenty-four months beyond the month in which such Subsequent Change in Control
occurred; or




(ii) as to any Eligible Employee who incurs a Qualifying Termination Event, until
all obligations of each Employer hereunder have been fulfilled to that Eligible
Employee; provided, however, that if a Subsequent Change in Control occurs, it shall
only be considered a Change in Control under this Plan if it occurs no later than
twenty-four months after the immediately preceding Change in Control or Subsequent
Change in Control.



21









 





(d) The foregoing provisions of this Section 10.2 are subject to the provisions of Section 8.2 as
to any Eligible Employee that is employed by an Employer that is sold or spun-off by EIX.



10.3 Employment Status




Except as may be provided under any other written agreement between an Eligible Employee and his or
her Employer, the employment of the Eligible Employee by his or her Employer is “at will,” and may
be terminated by either the Eligible Employee or the Employer at any time, subject to applicable
law. Payments made under this Plan shall not give any person the right to any benefits provided to
persons retained in an Employer’s employ (such as, without limitation, health and dental benefits).
Except as may otherwise be required by law or set forth specifically in such plans or as otherwise
expressly provided in this Plan, such benefits shall terminate as of the date the Eligible
Employee’s employment by an Employer terminates.



10.4 Gender, Singular and Plural




All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter,
as the identity of the person or persons may require. As the context may require, the singular may
be read as the plural and the plural as the singular.



10.5 Validity




If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in
any respect whatsoever, the validity of any other provisions of the Plan.



10.6 Modification




The Administrator or the Board may from time to time amend this Plan in any way it determines to be
advisable; provided, however, that no such amendment shall be effective without the consent of each
affected Eligible Employee (or the Eligible Employee’s legal representative) if it is adopted (a)
after a Potential Change in Control (unless and until the Board determines in good faith that the
circumstances giving rise to the Potential Change in Control will not result in an actual Change in
Control or an actual Change in Control occurs), or (b) during a Protected Period. No provision of
this Plan may be waived unless as to an Eligible Employee such waiver is agreed to in writing and
signed by the Eligible Employee (or the Eligible Employee’s legal representative) and by an
authorized member of the Administrator (or the Board) or its designee or legal representative.



10.7 Notice




For purposes of this Plan, notices, including Notice of Termination, and all other communications
provided for in this Plan shall be in writing and shall be deemed to have been duly given when
delivered or on the date stamped as received by the U.S. Postal Service for delivery by certified
or registered mail, postage prepaid and addressed:



(a) if to the Eligible Employee, to his or her latest address as reflected on the records of EIX or
his or her Employer, and



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(b) if to an Employer, to the attention of EIX’s Corporate Secretary at the address of EIX’s
principal executive offices; or to such other address as either party may furnish to the other in
writing for the delivery of notices to that party, with specific reference to this Plan and the
importance of the notice, except that a notice of change of address shall be effective only upon
receipt by the other party.



10.8 Applicable Law




The Plan will be governed and construed in accordance with the laws of California except where the
laws of California are preempted by ERISA.



10.9 WARN Act




Benefits payable under this Plan are intended to satisfy, where applicable, any EIX or other
Employer’s obligations under the Federal Worker Adjustment and Retraining Notification Act and any
similar obligations that EIX or any other Employer may have under any successor or other severance
pay statute.



10.10 Statutes and Regulations




Any reference to a statute or regulation herein shall include any successor to such statute or
regulation.



IN WITNESS WHEREOF, EIX has caused its duly authorized officer to execute this restatement of the
Plan effective December 31, 2008.



	 	 	 	 
	EDISON INTERNATIONAL

 	 
	/s/
Diane L. Featherstone
 	 
	Diane L. Featherstone 	 
	 	 	 
	 




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EXHIBIT A




SEVERANCE AGREEMENT




          This Severance Agreement (this “Agreement”), made this ___ day of ___, ___(the
“Termination Date”), by and between ___, an individual (the “Individual”), and
Edison International, a California corporation (the “Company”), is a severance agreement that
includes a release, a confidentiality agreement, and an agreement not to solicit employees or
customers, and certain other terms and conditions.




RECITALS




          A. The Individual and the Company desire to terminate the Individual’s employment by the
Company and/or one or more of its current or former subsidiaries or affiliates (collectively, the
Company and its current or former subsidiaries and affiliates are referred to herein as the
“Company Group”).




          B. The Individual and the Company further desire to resolve all pending and potential actions
and issues between the Individual and each member of the Company Group without the further
expenditure of time and expense of litigation and, for that reason, have entered into this
Agreement.




          C. The Company maintains the Edison International 2008 Executive Severance Plan (the “Plan”).
The Company’s (and/or another member of the Company Group’s) obligation to pay severance benefits
to the Individual under and in accordance with the terms of the Plan, which benefits are summarized
and attached to this Agreement as Exhibit A (the “Severance Benefits”), is subject to the condition
precedent that the Company timely receive this Agreement from the Individual and that the
Individual does not revoke or otherwise render this Agreement unenforceable.




AGREEMENT




          In consideration of the covenants undertaken and the releases contained in this Agreement, and
the Individual’s right to receive the Severance Benefits, the Individual and the Company agree as
follows:




          1. Termination of Employment




          The Individual and the Company agree that the Individual’s employment by the Company and/or
one or more of the other members of the Company Group shall be, and it hereby is, terminated.
Accordingly, the Individual hereby resigns any and all of his or her positions, offices, and/or
directorships with each entity in the Company Group and any employment agreement(s) between the
Individual and one or more members of the Company Group be, and they hereby are, terminated.




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          2. Severance Benefit




          The Company and/or the appropriate member of the Company Group will pay to the Individual the
Severance Benefits in accordance with the terms of the Plan.




          3. Release by the Individual




          Except for those obligations created by or arising out of this Agreement, the Individual on
behalf of himself or herself, his or her descendants, dependents, heirs, executors, administrators,
assigns, and successors, and each of them, hereby covenants not to sue and fully releases and
discharges the Company, its parent (if any), the Company’s subsidiaries and affiliates, past and
present, and each of them, as well as its and their trustees, directors, officers, agents,
attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and
present, and each of them, hereinafter together and collectively referred to as “Releasees,” with
respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts,
covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees,
damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise,
whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden,
which he or she now owns or holds or he or she has at any time heretofore owned or held or may in
the future hold as against said Releasees, arising out of or in any way connected with the
Individual’s employment relationship with any member of the Company Group, or the termination of
his or her employment or any other transactions, occurrences, acts or omissions or any loss, damage
or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission
by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this
Agreement including, without limiting the generality of the foregoing, any claim under Section 1981
of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993,
the California Fair Employment and Housing Act, the California Family Rights Act, any other claim
under any other federal, state or local law or regulation, and any other claim for severance pay,
bonus or incentive pay, sick leave, holiday pay, vacation pay, life insurance, health or medical
insurance or any other fringe benefit, medical expenses, or disability (except vested benefits that
the Individual may be entitled to receive under and in accordance with the terms of the Plan, as
such benefits are outlined in Exhibit A hereto, or vested benefits that the Individual may be
entitled to receive under and in accordance with the terms of the [Company to list any other plans
in which the Individual has a vested right to receive benefits following the Termination Date]).
Exhibit A is incorporated herein by this reference.




          4. Known and Unknown Claims




          It is the intention of the Individual and the Company in executing this instrument that the
same shall be effective as a bar to each and every claim, demand and cause of action hereinabove
specified. In furtherance of this intention, the Individual hereby expressly waives any and all
rights and benefits conferred upon him or her by the provisions of SECTION 1542 OF THE CALIFORNIA
CIVIL CODE and expressly consents that this Agreement shall be given full force and effect
according to each and all of its express terms and provisions, including those related to unknown
and unsuspected claims, demands and causes of action, if


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any, as well as those relating to any other claims, demands and causes of action hereinabove
specified. SECTION 1542 provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” The Individual acknowledges
that he or she may hereafter discover claims or facts in addition to or different from those which
he or she now knows or believes to exist with respect to the subject matter of this Agreement and
which, if known or suspected at the time of executing this Agreement, may have materially affected
this settlement. Nevertheless, the Individual hereby waives any right, claim or cause of action
that might arise as a result of such different or additional claims or facts. The Individual
acknowledges that he or she understands the significance and consequence of such release and such
specific waiver of SECTION 1542.




          5. Other Waiver by the Individual




          The Individual expressly acknowledges and agrees that, by entering into this Agreement, he or
she is waiving any and all rights or claims that he or she may have arising under the Age
Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of
execution of this Agreement.




          6. Confidentiality




          The Individual represents and covenants that he or she has not previously and that he or she
will not at any time, unless compelled by lawful process, disclose or use for his or her own
benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint
venture, association, corporation or other business organization, entity or enterprise other than
the Company, any trade secrets, or other confidential data or information relating to customers,
development programs, costs, marketing, trading, investment, sales activities, promotion, credit
and financial data, financing methods, or plans of any member of the Company Group; provided that
the foregoing shall not apply to information which is generally known to the industry or the public
other than as a result of the Individual’s breach of this covenant. The Individual agrees that he
or she will return to the Company immediately all memoranda, books, papers, plans, information,
letters and other data, and all copies thereof or therefrom, in any way relating to the business of
any entity within the Company Group, except that he or she may retain personal notes, notebooks and
diaries that do not contain confidential information of the type described in the preceding
sentence. The Individual further agrees that he or she will not retain or use for his or her
account at any time any trade names, trademark or other proprietary business designation used or
owned in connection with the business of any entity within the Company Group.




          7. No Solicitation




          The Individual represents and covenants that he or she has not previously and that during the
period commencing on the date hereof and ending on the second anniversary of the date hereof (the
“Limitation Period”) he or she will not influence or attempt to influence customers of any entity
within the Company Group (as it may now or in the future be composed), either directly or
indirectly, to divert their business away from the Company Group to any individual, partnership,
firm, corporation or other entity then in competition with the


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business of any entity within the Company Group. The Individual represents and covenants that he
or she has not previously and that he or she will not at any time during the Limitation Period
directly or indirectly solicit any person who is then, or at any time within six months prior
thereto was, an employee of an entity within the Company Group who earned annually $25,000 or more
as an employee of such entity during the last six months of his or her own employment to work for
any business, individual, partnership, firm, corporation, or other entity then in competition with
the business of any entity within the Company Group.




          8. Representations by the Individual




          The Individual further expressly acknowledges, represents, and agrees that:




          a. He or she was not otherwise entitled to the Severance Benefits (in the event that the
Individual is entitled to severance benefits under any federal or state law, the Individual
acknowledges, represents and agrees that he or she was not otherwise entitled the level of
Severance Benefits being offered and that such benefits exceed the minimum required statutory level
of benefits that he or she may have otherwise been entitled to);




          b. His or her right to receive the Severance Benefits is consideration for his or her
agreements herein and the Severance Benefits (to the extent that they exceed any minimum required
statutory level of benefits) would not be paid if he or she did not execute and deliver this
Agreement;




          c. The restrictions on him or her which are set forth in Sections 6 and 7 are reasonable;




          d. He or she was orally advised by the Company and is hereby advised in writing by this
Agreement to consult with an attorney before signing this Agreement;




          e. He or she was given a copy of this Agreement on the Termination Date, and informed that he
or she had up to forty-five (45) days within which to consider the Agreement;




          f. He or she was informed that he or she has seven (7) days following the date of execution of
the Agreement in which to revoke the Agreement; and g. He or she has had the opportunity to consult
with his or her advisors and attorneys regarding this Agreement (including, without limitation, its
terms, conditions, and effects) and represents that he or she has so consulted with such advisors
and attorneys.




          9. Confidentiality of the Agreement




          The parties agree that the terms and conditions of this Agreement shall remain confidential as
between the parties and they shall not, except as required by law, disclose them to any other
person other than family members, and legal and financial advisors. Without limiting the generality
of the foregoing, the parties will not respond to or in any way participate in or contribute to any
public discussion, notice or other publicity concerning, or in any way relating to, execution of
this Agreement or the events (including any negotiations) which led to the termination of the
Individual’s employment. Without limiting the generality of the foregoing, the


A-4









 







Individual specifically agrees that he or she shall not disclose information regarding this
Agreement or the termination of his or her employment to any current or former employee of any
entity in the Company Group (other than the Company’s executive officers), except to the extent
required by law or authorized in writing by the Company’s General Counsel. The Individual hereby
agrees that disclosure by him or her of any of the terms and conditions of this Agreement in
violation of the foregoing shall constitute and be treated as a material breach of this Agreement.




          10. No Prior Assignment or Transfer




          The Individual warrants and represents to the Company that he or she has not heretofore
assigned or transferred to any person not a party to this Agreement any released matter or any part
or portion thereof and he or she shall defend, indemnify and hold harmless the Releasees from and
against any claim (including the payment of attorneys’ fees and costs actually incurred whether or
not litigation is commenced) based on or in connection with or arising out of any such assignment
or transfer made, purported or claimed.




          11. No Further Employment Rights




          The Individual and the Company acknowledge that any employment relationship between the
Individual and the Company Group terminated on the Termination Date, and that they have no further
employment or contractual relationship except as may arise out of this Agreement and that the
Individual waives any right or claim to reinstatement as an employee of any member of the Company
Group. In the event any member of the Company Group receives inquiries about the Individual from
prospective employers, such member shall provide to such persons or entities only the following
information: confirmation of the Individual’s employment dates, position history, salary history,
and that the Individual’s employment with the Company Group was mutually terminated.




          12. Taxes




          The Individual agrees that he or she shall be exclusively liable for the payment of all
federal and state taxes which may be due as the result of the consideration that he or she receives
pursuant to this Agreement and the Individual hereby represents that he or she shall make payments
on such taxes at the time and in the amount required of him or her. In addition, the Individual
hereby agrees fully to defend, indemnify and hold harmless Releasees and each of them from payment
of taxes or penalties that are required of them by any government agency at any time as the result
of payment of the consideration set forth herein. The individual further agrees to comply with the
provisions of Article 7 of the Plan including, without limitation, the notice and repayment
provisions thereof. The Individual further agrees to provide the Releasees and each of them with
any tax information that they or it may reasonably request.




          13. Beneficiaries and Successors




          Each Releasee shall be deemed to be a beneficiary of the Individual’s promises and
representations made herein. In the event of a merger, consolidation, or transfer or sale of all
or substantially all of the assets of the Company with or to any other individual(s) or entity,
this Agreement shall inure to the benefit of such successor. In the event of a merger, transfer or
sale


A-5









 







of the stock or assets of an entity in the Company Group that results in such entity not continuing
as a member of the Company Group, the Individual’s promises and representations made herein shall
continue to inure to the benefit of such entity as well as the Company.




          14. Entire Agreement




          This instrument constitutes and contains the entire agreement and understanding concerning the
Individual’s relationship with the Company Group, the termination of the Individual’s employment,
and the other subject matters addressed herein between the parties, and supersedes and replaces all
prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning
the subject matters hereof. This is an integrated document.




          15. Revocability




          The Individual may revoke this Agreement in its entirety during the seven (7) days following
execution of this Agreement by the Individual. Any revocation of this Agreement must be in
writing, clearly state that it is a revocation of this Agreement, and be hand delivered to, or
delivered in such a manner to ensure receipt by, the General Counsel of the Company during the
revocation period. This Agreement will become effective, enforceable, and irrevocable upon seven
(7) days following its execution by the Individual, unless it is revoked during the seven-day
period.




          16. Severability




          If any provision of this Agreement or the application thereof is held invalid, the invalidity
shall not affect other provisions or applications of this Agreement which can be given effect
without the invalid provisions or applications and to this end the provisions of this Agreement are
declared to be severable.




          17. Governing Law




          This Agreement shall be deemed to have been executed and delivered within the State of
California, and the rights and obligations of the parties hereunder shall be construed and enforced
in accordance with, and governed by, the laws of the State of California without regard to
principles of conflict of laws.




          18. Mandatory Arbitration




          Except for the injunctive relief provided for and contemplated by the following paragraph,
which is expressly hereby excluded from this paragraph, any dispute or controversy between the
Individual, on the one hand, and the Company (or any other Releasee), on the other hand, in any way
arising out of, related to, or connected with this Agreement or the subject matter thereof, or
arising out of or related to any other dispute between the Individual and the Company or any other
member of the Company Group, now or in the future, shall be resolved through final and binding
arbitration in Los Angeles, California, in accordance with the arbitration provisions contained in
the Plan. It is further expressly agreed that Company will or would suffer irreparable injury if
the Individual were to breach Section 6 or 7 of this Agreement and that, regardless of the dispute
resolution provisions set forth in the foregoing paragraph, the


A-6









 







Company would by reason of such breach or potential breach be entitled to injunctive relief in a
court of appropriate jurisdiction, and the Individual further consents and stipulates to the entry
of such injunctive relief in such a court prohibiting the Individual from engaging in any act,
conduct, or relationship in violation of, or that would reasonably result in a violation of, this
Agreement.




          19. Counterparts, Headings




          This Agreement may be executed in counterparts, and each counterpart, when executed, shall
have the efficacy of a signed original. Photographic copies of such signed counterparts may be used
in lieu of the originals for any purpose. The headings in this Agreement are only for convenience
and ease of reference and are not to be considered in construction or interpretation.




          20. Waiver, Amendment




          Failure to insist upon strict compliance with any of the terms, covenants, or conditions
hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder
at any one or more times be deemed a waiver or relinquishment of such right or power at any other
time or times. No waiver shall be binding unless in writing and signed by the party waiving the
breach. No amendment of any term or provision of this Agreement shall be binding unless in writing
and signed by all parties to this Agreement.




          21. No Presumption




          In entering this Agreement, the parties represent that they have had full opportunity to
consult with attorneys of their own choice, that the parties have completely read and understood
the terms of this Agreement and voluntarily accepted such terms. If an ambiguity or question of
intent or interpretation arises, this Agreement will be construed as if drafted jointly by the
parties, and no presumption or burden of proof will arise favoring or disfavoring any party because
it or its representatives drafted any of the provisions of this Agreement.




          22. Additional Acts




          All parties agree to cooperate fully and to execute any and all supplementary documents and to
take all additional actions that may be necessary or appropriate to give full force to the basic
terms and intent of this Agreement and which are not inconsistent with its terms.




          23. I have read the foregoing Agreement and I accept and agree to the provisions it contains
and hereby execute it voluntarily with full understanding of its consequences. I declare under
penalty of perjury under the laws of the United States and the State of California that the
foregoing is true and correct.




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          EXECUTED on the Termination Date at Los Angeles County, California.




	 	 	 	 	 
	 	The Individual Signature: 	 	 
	 	  	  	
 	 
	 	Print Name:  	 	  	 
	 	  	
 	 



          EXECUTED on the Termination Date at Los Angeles County, California.





	 	 	 	 	 
	 	The Company 	 	 
	 
	 	By:	 	 	 
	 	  	
 	 
	 	Print Name:  	  	 
	 	  	 	
 	 
	 	Its:  	 	  	 
	 	  	
 	 





          ENDORSEMENT




          I                      (the Individual named in the foregoing Agreement), hereby
acknowledge that I was given 45 days to consider the foregoing Agreement and voluntarily chose to
sign the Agreement prior to the expiration of the 45-day period. I declare under penalty of perjury
under the laws of the United States and the State of California that the foregoing is true and
correct.




          EXECUTED this ___ day of ___, ___, at Los Angeles County, California.



	 	 	 	 	 
	 	Signature: 	 	 	 
	 	  	
 	 
	 	Print Name:  	 	  	 
	 	  	
 	 






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