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Exhibit 10.1    
    


 
 

EDISON INTERNATIONAL AND SOUTHERN CALIFORNIA EDISON COMPANY
  DIRECTOR COMPENSATION SCHEDULE  
    
    As Adopted June 23, 2011  



Effective July 1, 2011 and except as otherwise provided below, non-employee Directors of Edison International ("EIX") and/or Southern
California Edison Company ("SCE") will receive the annual retainers, meeting fees, meeting expenses and equity-based awards described below as compensation for serving as a Director. The equity-based
award provisions described below are effective for Directors elected or reelected on or after the date of the EIX 2012 annual shareholders' meeting. 


Directors who are employees of EIX or SCE shall not receive additional compensation for serving as Directors (other than
participation in the EIX Director
Matching Gifts Program). Directors who serve on both the EIX Board and the SCE Board, and their corresponding Board Committees, will not receive additional compensation, including additional meeting
fees for SCE Board, Board Committee and business meetings held concurrently or consecutively with a corresponding EIX Board, Board Committee or business meeting. 



Annual Retainers  


Board Retainer – Each Director will receive an annual board retainer of $55,000 to be paid in
advance in quarterly installments of $13,750 for any calendar quarter or portion thereof during which the individual serves as a Director. 


Board Committee Chair Retainer – Each Director who
serves as the Chair of a Board Committee will receive an annual retainer of $10,000, except the Director who serves as the Chair of the Audit Committee will receive an annual retainer of $20,000 and
the Director who serves as the Chair of the Compensation and Executive Personnel Committee will receive an annual retainer of $15,000. The Committee Chair retainers shall be paid in advance in equal
quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Committee Chair. 


Lead Director Retainer – Each Director who serves as
the lead director of the non-employee and/or independent Director executive sessions of the Board shall receive an annual retainer of $25,000. The retainer shall be paid in advance in
equal quarterly installments for any calendar quarter or portion thereof during which the Director serves as a Lead Director. 



The quarterly retainer installments will be paid on the first business day of the calendar quarter. Initial quarterly
retainer installments will be paid as soon as possible following the date of the election. 


Meeting Fees  


Each Director will receive $2,000 for each regular meeting, adjourned regular meeting or special meeting of the Board attended by the Director, for each regular
meeting, 



 


adjourned regular meeting or special meeting of a Committee attended by the Director as a member of the Committee, and for each business meeting attended at the request or invitation of the Chairman
of the Board, or in the case of Committee meetings at the request or invitation of the Chairman of the Board in consultation with the Committee Chair on behalf of the corporation in his or her
capacity as a Director. Each Director shall receive only one meeting fee for any concurrent meeting attended by the Director, including concurrent meetings of different Board Committees. Full meeting
fees will be paid if the Director attends any portion of any meeting. 


No additional meeting fee shall be paid when the non-employee or independent members of the Board meet in
executive session immediately before, during or immediately after Board meetings. 


Meeting fees will be paid on the first business day of the month following the month in which the meeting occurred. 


Meeting Expenses  



Reasonable expenses incurred by a Director to attend Board meetings, Committee meetings, or business meetings attended on behalf of the corporation in his or
her capacity as a Director will be promptly reimbursed upon presentation of a statement of the expenses to the Secretary.1 


Equity-Based Awards2  


Equity-based awards ("Awards") will be granted under and subject to the terms of the EIX 2007 Performance Incentive Plan, or a successor plan (the "Plan"),
except that any award payable in cash will be deemed paid outside of the plan. The Awards consist of fully vested Edison International deferred stock units ("DSUs") and/or Edison International common
stock ("Common Stock"). DSUs represent the value of one share of Common Stock and will be credited to the Director's account under the EIX Director Deferred Compensation Plan and subject to the terms
of that plan. DSUs include dividend equivalent rights that are converted to additional DSUs. The number of DSUs or shares of Common Stock awarded to a Director in any particular instance will be
calculated by dividing the applicable equity award amount to be granted on that date (expressed in dollars and determined as set forth below, the "Award Amount") by the fair market value of a share of
Common Stock as of that date, rounded up to the nearest whole share. Fair market value for these purposes shall be determined in accordance with the Plan. Each Award will be subject to terms and
conditions approved in advance by the Board. 







	1
	To the extent any expense reimbursements provided for in this Director Compensation Schedule are taxable
to a Director and provide for a deferral of compensation within the meaning of Section 409A of the Internal Revenue Code, the Director shall complete all steps required for reimbursement so as
to facilitate payment, and any such reimbursements shall be paid to the Director on or before December 31 of the calendar year following the calendar year in which the expense was incurred.
Such reimbursements shall not be subject to liquidation or exchange for other benefits, and the expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for
reimbursement in any other calendar year. The requirements of this footnote shall be effective on December 31, 2008.



	2
	With
respect to equity-based awards approved and granted under current and prior compensation plans by prior resolutions of the EIX Board, this
Director Compensation Schedule does not alter the intent of such resolutions to have the awards and subsequent transactions by the Directors occurring pursuant to the awards continue to comply with
and be exempt under Rule 16b-3 (or any successor provision thereto). 


2



 

Initial Election Award – Upon the initial election of a Director to the Board, the Director
will receive an award of DSUs with an aggregate Award Amount of $105,000, the date of grant of which shall be the date of such election. 



Annual Reelection Award – Each Director reelected to
the Board will receive Common Stock and/or DSUs with an aggregate Award Amount of $105,000, the date of grant of which shall be the date of such reelection. The portion of the award to be granted in
Common Stock and/or DSUs shall be specified in advance by the Director as provided in the next paragraph. 


Prior to the year the Annual Reelection Award is granted, the Director may elect to receive the award entirely in shares
of Common Stock, entirely in DSUs, or in any
combination of each, except that if a fractional share would result, the Common Stock portion will be rounded up to the next whole share and the DSU portion will be rounded down to the next whole DSU.
If no such election is timely made by the Director for a particular year, the Director's Annual Reelection Award (if any) for that year will be entirely Common Stock. 


EIX Affiliate Boards – SCE non-employee
Directors who do not serve on the EIX Board will receive Awards equal in amount to EIX non-employee Directors if the SCE Board authorizes such compensation. Differing amounts of SCE
Awards, and Awards for non-employee directors of other EIX affiliates, may only be made with additional approval of the EIX Board. 


Matching Gift Program  


Directors of EIX and SCE are eligible to participate in the EIX Director Matching Gifts Program. 


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Exhibit 10.1


EDISON INTERNATIONAL AND SOUTHERN CALIFORNIA EDISON COMPANY DIRECTOR COMPENSATION SCHEDULE As Adopted June 23, 2011