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  Exhibit 10.3    
    


 
 

  EDISON INTERNATIONAL
  2007 PERFORMANCE INCENTIVE PLAN
  
    (Amended and Restated as of February 26, 2009)    
    


1.     PURPOSE OF PLAN  



The
purpose of this Edison International 2007 Performance Incentive Plan (this "Plan") of Edison International, a California corporation
(the "Corporation"), is to promote the operational performance of the Corporation and its affiliates by providing selected participants a
financial incentive which reinforces and recognizes long-term corporate, organizational and individual performance and accomplishments. This Plan is further intended to promote the
interests of the Corporation and its shareholders by providing an additional means through the grant of awards to attract and retain selected participants and, through stock or stock-based awards, to
help further align their interests with those of the Corporation's shareholders. 




2.     ELIGIBILITY  



The
Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An
"Eligible Person" is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its
Subsidiaries; or (b) a director of the Corporation or one of its Subsidiaries. An Eligible Person who has been granted an award (a "participant") may, if otherwise eligible, be granted
additional awards if the Administrator shall so determine. As used herein, "Subsidiary" means any corporation or other entity a majority of whose
outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and "Board" means the Board of Directors of
the Corporation. 




3.     PLAN ADMINISTRATION  



	3.1
	The Administrator.    This Plan shall be administered by and all awards
under this Plan shall be authorized by the Administrator. The "Administrator" means the Board or one or more committees or subcommittees appointed by
the Board or one or more subcommittees of the committees appointed by the applicable committees (within their delegated authority) to administer all or certain aspects of this Plan. Any such committee
or subcommittee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. The Board or a committee may delegate some or all of their
authority to a subcommittee so constituted to the extent permitted by applicable law and stock exchange listing rules. The Board or a committee comprised solely of directors may also delegate, to the
extent permitted by applicable law and stock exchange listing rules, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of the
Corporation and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The
Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation, the
applicable charter of any Administrator, or any applicable law: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the
members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator. 





With
respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), this Plan shall be administered by a committee consisting solely of two or more outside directors (as this requirement is
applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized
and acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), must be duly and timely authorized
by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the
Exchange Act). 











To
the extent required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable listing
agency). 


Any
grant of an award to a non-employee member of the Board will be effective only if approved by the Board. Any grant of an award to the Chief Executive Officer of the Corporation or its
Subsidiary Southern California Edison Company shall be determined by the Board Compensation and Executive Personnel Committees, or any other Board committee or body that has been delegated these
responsibilities, if and as required by applicable stock exchange listing rules.  



	3.2
	Powers of the Administrator.    Subject to the express provisions of this
Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan including, without
limitation, the authority to:



	(a)
	determine
eligibility and, from among those persons determined to be eligible, determine the particular Eligible Persons who will receive an award under
this Plan;



	(b)
	grant
awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded
to any of such persons, and determine the other specific terms and conditions of such awards consistent with the express limits of this Plan;



	(c)
	approve
the forms of any agreements evidencing awards (which need not be identical either as to type of award or among participants);



	(d)
	construe
and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this
Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;



	(e)
	cancel,
modify, or waive the Corporation's rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to
any required consent under Section 8.6.5;



	(f)
	accelerate
or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock
appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a
termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5 and subject to the minimum vesting provisions of
Section 5.8;



	(g)
	adjust
the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6 (subject to the no repricing provision below);



	(h)
	determine
the date of grant of an award, which may be a designated date after but not before the date of the Administrator's action (unless otherwise
designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);



	(i)
	determine
whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion,
substitution or succession of awards upon the occurrence of an event of the type described in Section 7;



	(j)
	acquire
or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration (subject to
the no repricing provision below); and



	(k)
	determine
the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will
be determined. 








Notwithstanding
the foregoing and except for an adjustment pursuant to Section 7.1 or a repricing approved by shareholders, in no case may the Administrator (1) amend an
outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for cash or other
awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or SAR in exchange for an 











option
or SAR with an exercise or base price that is less than the exercise or base price of the original award.  



	3.3
	Binding Determinations.    Any action taken by, or inaction of, the
Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or
body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to
indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys' fees) arising or resulting therefrom to the fullest
extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.



	3.4
	Reliance on Experts.    In making any determination or in taking or not
taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent
of the Corporation or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.



	3.5
	Delegation.    The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties. 




4.     SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS  



	4.1
	Shares Available.    Subject to the provisions of Section 7.1, the
capital stock that may be delivered under this Plan shall be shares of the Corporation's authorized but unissued Common Stock and any shares of its Common Stock purchased on the open market. For
purposes of this Plan, "Common Stock" shall mean the common stock of the Corporation and such other securities or property as may become the subject of
awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.



	4.2
	Share Limits.    The maximum number of shares of Common Stock that may be
delivered pursuant to awards granted to Eligible Persons under this Plan (the "Share Limit") is equal to the sum of
the following:



	(1)
	21,500,0001
shares of Common Stock, plus 












	1
	The
current aggregate Share Limit for this Plan is 8,500,000 shares (excluding shares originally authorized for issuance under the Prior
Plans). Shareholders are being asked to approve an amendment to this Plan that would increase this aggregate Share Limit by an additional 13,000,000 shares (so that the new aggregate
Share Limit for the Plan would be 21,500,000 shares, in addition to the shares originally authorized and not issued under the Prior Plans as set forth
above).




	(2)
	the
number of any shares subject to awards granted under the Corporation's Equity Compensation Plan and 2000 Equity Plan
(the "Prior Plans") and outstanding on the date of shareholder approval of this Plan (the "Shareholder Approval
Date") which expire or for any reason are cancelled or terminated after the Shareholder Approval Date without being exercised or shares being issued (including shares that
become available because outstanding awards are settled in cash, but not any shares exchanged or withheld as full or partial payment for any award or the withholding of taxes thereon); 








			
	 	 	Shares issued in respect of any "Full-Value Award" granted under this Plan after February 26, 2009 shall be counted against the foregoing Share Limit as 1.75 shares for every one share actually issued in
connection with such award. (For example, if a stock bonus of 100 shares of Common Stock is granted under this Plan, 175 shares shall be charged against the Share Limit in connection with that award.) For this purpose, a "Full-Value Award" means any award under this Plan that is not a stock option grant or a stock appreciation right grant.2











	2
	This
Plan currently provides that the maximum number of shares of Common Stock that may be delivered pursuant to Full-Value Awards
granted under this Plan is 2,500,000 shares. Shareholders are being asked to approve an amendment to this Plan that would replace this sub-limit on Full-Value Awards
with a fungible share limit approach, which provides that shares issued in respect of any Full-Value Award granted under this Plan after February 26, 2009 would be counted against
the Share Limit as 1.75 shares for every one share actually issued in connection with the award.









The
following limits also apply with respect to awards granted under this Plan: 


	(a)
	The
maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is
21,500,0003 shares. 










	3
	The
current maximum number of shares of Common Stock that may be delivered pursuant to incentive stock options granted under this Plan is
8,500,000 shares. Shareholders are being asked to approve an amendment to this Plan that would increase this limit by an additional 13,000,000 shares (so that the new incentive
stock option limit for this Plan would be 21,500,000 shares).




	(b)
	The
maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted during any calendar year to any
individual under this Plan is 1,500,0004 shares. 












	4
	The
current maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted during any
calendar year to any individual under this Plan is 500,000 shares. Shareholders are being asked to approve an amendment to this Plan that would increase this limit by an additional
1,000,000 shares (so that the new option and stock appreciation right limit for this Plan would be 1,500,000 shares).




	(c)
	Additional
limits with respect to Performance-Based Awards are set forth in Section 5.2.3. 








Each
of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.  



	4.3
	Awards Settled in Cash, Reissue of Awards and Shares.    To the extent
that an award granted under this Plan is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall
not be counted against the shares available for issuance under this Plan. In the event that shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the
actual number of shares delivered with respect to the award shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits of Section 3.2 of this Plan).
(For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation pays a dividend, and 50 shares are delivered in payment of those
rights with respect to that dividend, 50 shares shall be counted against the share limits of this Plan). To the extent that shares of Common Stock are delivered pursuant to the exercise of a
stock appreciation right or stock option granted under this Plan, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits under
Section 4.2, as opposed to only counting the shares actually issued. (For purposes of clarity, if a stock appreciation right relates to 100,000 shares and is exercised at a time
when the payment due to the participant is 15,000 shares, 100,000 shares shall be charged against the applicable share limits under Section 4.2 with respect to such exercise.)
Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or
delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Corporation as full or partial payment in
connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related
to any award, shall not be available for subsequent awards under this Plan. Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards. The foregoing
adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation
thereunder.



	4.4
	No Fractional Shares; Minimum Issue.    No fractional shares shall be
delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may provide that no fewer than a stated number of
shares may be purchased on exercise of any award unless the total number purchased or exercised is the total number at the time available for purchase or exercise under the award. 













5.     AWARDS  



	5.1
	Type and Form of Awards.    The Administrator shall determine the type or
types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of,
as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted
under this Plan are: 





5.1.1    Stock Options.    A stock option is the grant of a right to purchase a specified number of shares
of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code
(an "ISO") or a nonqualified stock option (an option not intended to be an ISO). The agreement evidencing the grant of an option will
indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten
(10) years. The per share exercise price for each option shall be the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise
price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5. The Administrator shall establish the
installments (if any) in which options shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no
delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of options; provided that in no event shall an option
be subject to one or more performance-based vesting or exercise criteria unless the performance target used for purposes of such vesting or exercise requirement is based on one or more of the Business
Criteria set forth in Section 5.2.2. 


5.1.2    Additional Rules Applicable to ISOs.    To the extent that the aggregate fair market value
(determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to ISOs
under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to
meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be
granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term "subsidiary" is used as defined in Section 424(f) of the Code, which generally requires an
unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in
question). There shall be imposed in any agreement or other document relating to the grant of ISOs such other terms and conditions as from time to time are required in order that the option be an
"incentive stock option" as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under
Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price
of such option is at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option
is granted. 


5.1.3    Stock Appreciation Rights.    A stock appreciation right or
"SAR" is a right to receive a payment, in cash and/or Common Stock, equal to the excess of the fair market value of a specified number of shares of
Common Stock on the date the SAR is exercised over the "base price" of the award, which base price shall be set forth in the applicable agreement
evidencing the award and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall be ten (10) years. The
Administrator shall establish the installments (if any) in which SARs shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based
schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of SARs. 











5.1.4    Other Awards.    The other types of awards that may be granted under this Plan include:
(a) stock bonuses, restricted stock, performance stock, stock units, phantom stock, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price
or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof;
(b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash awards granted consistent with Section 5.2
below. Subject to Section 5.8, the Administrator shall establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without
limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the
events of termination or reversion of such awards; provided that in no event shall an award of restricted stock (as opposed to performance shares or stock units payable upon vesting in shares
of Common Stock) be subject to one or more performance-based vesting criteria unless the performance target used for purposes of such vesting requirement is based on one or more of the Business
Criteria set forth in Section 5.2.2.  



	5.2
	Section 162(m) Performance-Based Awards.    Without limiting the
generality of the foregoing, any of the types of awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and employees ("Qualifying
Options" and "Qualifying SARS," respectively) typically will be, granted as awards intended to satisfy the requirements for
"performance-based compensation" within the meaning of Section 162(m) of the Code ("Performance-Based Awards"). Any
Qualifying Option or Qualifying SAR shall be subject only to the requirements of Section 5.2.1 and 5.2.3. Any other Performance-Based Award shall be subject to all of the following
provisions of this Section 5.2. 



5.2.1    Class; Administrator.    The eligible class of persons for Performance-Based Awards under this
Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification required pursuant to
Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based compensation under Section 162(m) of the Code. 


5.2.2    Performance Goals.    The grant, vesting, exercisability or payment of Performance-Based Awards may
depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted
level or level using one or more of the Business Criteria set forth below (on an absolute or relative basis) for the Corporation on a consolidated basis or for one or more of the Corporation's
subsidiaries, segments, divisions or business units, or any combination of the foregoing. Subject to Section 5.8, the Administrator shall establish the installments (if any) in which
Performance-Based Awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), establish any applicable performance
targets, and establish the events of termination or reversion of such awards. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs) shall be,
on an absolute or relative basis, established based on one or more of the following business criteria ("Business Criteria") as selected by the
Administrator in its sole discretion: cost recovery from rates, operating revenue, net income from operations, net income, credit ratings, general and administrative costs, earnings (before or after
interest, taxes, depreciation and/or amortization), growth in earnings, earnings per share, net present value, growth in net present value, return on equity, return on capital, economic value added,
cash flow, asset sale revenue, sales revenue, capital investment, debt level, market capitalization, shareholder return, debt service, installation rates (e.g., electric meters), response time,
infrastructure replacement rates, safety incident rates, availability factors (plants and energy projects), forced outage rates (plants and energy projects), match of power supply to demand,
reliability (of power supplied to customers), customer satisfaction rates, environmental performance rates vs. standards, energy efficiency savings, emissions rates, productivity rates, process
efficiency rates, workforce diversity, position vacancy rates, claim resolution rates, regulatory approval percentages, training completion rates, number of renewables projects, megawatts from
renewables, percentage of megawatts from renewables, litigation results, steam generator replacement schedule, new peaker installation schedule, permitting and construction schedules, regulatory
filing schedules, debt restructuring schedules, distribution system refurbishment and expansion, and advanced metering implementation. To the extent these terms are applied under generally accepted
accounting principles or in the financial 














reporting
of the Corporation or of its Subsidiaries, these terms are used as so applied. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion
(or Business Criteria, as the case may be) and specific performance goal or goals ("targets") must be established and approved by the Administrator during the first 90 days of the
performance period (and, in the case of performance periods of
less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of
Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other
extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets. The applicable performance measurement period
may not be less than three months nor more than 10 years. 




			
	 	 	 5.2.3    Form of Payment; Maximum Performance-Based Award.    Grants or awards under this Section 5.2 may be paid
in cash or shares of Common Stock or any combination thereof. Grants of Qualifying Options and Qualifying SARs to any one participant in any one calendar year shall be subject to the limit set forth in Section 4.2(b). The maximum number of
shares of Common Stock which may be delivered pursuant to Performance-Based Awards (other than Qualifying Options and Qualifying SARs, and other than cash awards covered by the following sentence) that are granted to any one participant in any one
calendar year shall not exceed 1,000,0005 shares, either individually or in the aggregate, subject to adjustment as provided in Section 7.1. In addition, the aggregate amount of compensation to be paid to any one participant in
respect of all Performance-Based Awards payable only in cash and not related to shares of Common Stock and granted to that participant in any one calendar year shall not exceed $20,000,000.6 Awards that are cancelled during the year shall
not be counted against these limits to the extent permitted by Section 162(m) of the Code.
	
 	
 	

 











	5
	The
current maximum number of shares of Common Stock which may be delivered pursuant to Performance-Based Awards (other than Qualifying Options
and Qualifying SARs, and other than cash awards covered in Section 5.2.3) that are granted during any calendar year to any individual under this Plan is 500,000 shares. Shareholders are
being asked to approve an amendment to this Plan that would increase this limit by an additional 500,000 shares (so that the limit for this Plan would be 1,000,000 shares).



	6
	The
current aggregate amount of compensation to be paid to any one individual during any calendar year in respect of all Performance-Based
Awards payable only in cash and not related to shares of Common Stock under this Plan is $10,000,000. Shareholders are being asked to approve an amendment to this Plan that would increase this limit
by an additional $10,000,000 (so that the limit for this Plan would be $20,000,000).




5.2.4    Certification of Payment.    Before any Performance-Based Award under this Section 5.2
(other than Qualifying Options and Qualifying SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code,
the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based Award were in fact timely satisfied. 


5.2.5    Reservation of Discretion.    The Administrator will have the discretion to determine the
restrictions or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole
discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise. 



5.2.6    Expiration of Grant Authority.    As required pursuant to Section 162(m) of the Code and the
regulations promulgated thereunder, the Administrator's authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the
Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation's shareholders that occurs in the fifth year following the year in which the
Corporation's shareholders first approve this Plan, subject to any subsequent extension that may be approved by shareholders. 
























































	5.3
	Award Agreements.    Each award shall be evidenced by either (1) a
written award agreement in a form approved by the Administrator and executed by the Corporation by an officer duly authorized to act on its behalf, or (2) an electronic notice of award grant in
a form approved by the Administrator and recorded by the Corporation (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan
generally (in each case, an "award agreement"), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the
recipient of the award in such form and manner as the Administrator may require. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute
any or all award agreements on behalf of the Corporation. The award agreement related to an award shall set forth the material terms and conditions of the award as established by the Administrator
consistent with the express limitations of this Plan.



	5.4
	Deferrals and Settlements.    Payment of awards may be in the form of
cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to
elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred
settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated
in shares.



	5.5
	Consideration for Common Stock or Awards.    The purchase price for any
award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including,
without limitation, one or a combination of the following methods:  



	•
	services rendered by the recipient of such award;   



	•
	cash, check payable to the order of the Corporation, or electronic funds transfer;   



	•
	notice and third party payment in such manner as may be authorized by the Administrator;   



	•
	the delivery of previously owned shares of Common Stock;   



	•
	by a reduction in the number of shares otherwise deliverable pursuant to the award; or   



	•
	subject to such procedures as the Administrator may adopt, pursuant to a "cashless exercise" with a third party who
provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards. 








In
no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by
applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. The Corporation will not be obligated
to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other
conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in an applicable agreement, the Administrator may at any time eliminate or limit a participant's ability to
pay the purchase or exercise price of any award or shares by any method other than cash payment to the Corporation.  



	5.6
	Definition of Fair Market Value.    For purposes of this Plan, "fair
market value" shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price (in regular trading) for a share of Common Stock on the
New York Stock Exchange (the "Exchange") on the date in question or, if no sales of Common Stock were reported on the Exchange on that
date, the closing price (in regular trading) for a share of Common Stock on the next preceding day on which sales of Common Stock were reported by the Exchange. The Administrator may, however,
provide with respect to one or more awards that the fair market value shall equal the closing price for a share of Common Stock on the Exchange on the last trading day preceding the date in question,
or the average of the high and low sales prices for a share of Common Stock on the date in question or the last trading day preceding the date in question. If the Common Stock is no longer listed or
is no longer actively traded on the Exchange as of the applicable date, the fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the
award in the 










circumstances.
The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to
secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes
of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date). 



	5.7
	Transfer Restrictions. 





5.7.1    Limitations on Exercise and Transfer.    Unless otherwise expressly provided in (or pursuant
to) this Section 5.7 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be
delivered only to (or for the account of) the participant. 


5.7.2    Exceptions.    The Administrator may permit awards to be exercised by and paid to, or otherwise
transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in
writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital
property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person's family members). 


5.7.3    Further Exceptions to Limits on Transfer.    The exercise and transfer restrictions in
Section 5.7.1 shall not apply to: 


	(a)
	transfers
to the Corporation (for example, in connection with the expiration or termination of the award),



	(b)
	the
designation of a beneficiary to receive benefits in the event of the participant's death or, if the participant has died, transfers to or exercise by
the participant's beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,



	(c)
	subject
to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if
approved or ratified by the Administrator,



	(d)
	if
the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or



	(e)
	the
authorization by the Administrator of "cashless exercise" procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.


 



	5.8
	Minimum Vesting Requirements.    Except as otherwise provided in the
following provisions of this Section 5.8 and except for any accelerated vesting required or permitted pursuant to Section 7.2, and subject to such additional vesting requirements
or conditions (if any) as the Administrator may establish with respect to the award, each award granted under this Plan that is a Full-Value Award (as that term is used in
Section 4.2) and payable in shares of Common Stock shall be subject to the following minimum vesting requirements: (a) if the award includes a performance-based vesting condition,
the award shall not vest earlier than the first anniversary of the date of grant of the award; and (b) if the award does not include a performance-based vesting condition, the award shall not
vest more rapidly than in substantially equal periodic installments over the three-year period immediately following the date of grant of the award. The Administrator may (but need
not) accelerate or provide in the applicable award agreement for the accelerated vesting of any such award, however, in connection with (i) a change in control of the Corporation or the award
holder's employer (or a parent thereof), (ii) the termination of the award holder's employment due to the Award holder's death, disability or retirement, or a termination of the award
holder's employment by his or her employer without cause or in circumstances in which the award holder has good reason to terminate employment. The Board (or a committee thereof) may also
accelerate or provide in the applicable award agreement for the accelerated vesting of any Full-Value Award in circumstances not contemplated by the preceding sentence, and/or provide for
a vesting schedule that is shorter than the minimum schedule contemplated by the foregoing, in such circumstances as it may deem appropriate; 










provided,
however, that in no event shall more than five percent (5%) of the total shares of Common Stock available for award grant purposes under this Plan be used for purposes of granting such
Full-Value Awards.  



	5.9
	International Awards.    One or more awards may be granted to Eligible
Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions
of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator. 




6.     EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS  



	6.1
	General.    The Administrator shall establish the effect of a termination
of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type
of award.



	6.2
	Events Not Deemed Terminations of Employment.    Unless the express policy
of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave,
(b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the
expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the
Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended
until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set
forth in the agreement evidencing such award.



	6.3
	Effect of Change of Subsidiary Status.    For purposes of this Plan and
any award, if an entity ceases to be a Subsidiary of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such
Subsidiary who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other
event giving rise to the change in status. 




7.     ADJUSTMENTS; ACCELERATION  



	7.1
	Adjustments.    Subject to Section 7.2, upon (or, as may be
necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any
merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock; or any
exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall equitably
and proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the specific share limits,
maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding
awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other
property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the
then-outstanding awards. 





Unless
otherwise expressly provided in an agreement evidencing the award, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the
preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety, the Administrator shall equitably and proportionately adjust the performance
standards and/or period applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not
increase) the level of incentives intended by the Plan and the then-outstanding performance-based awards. 











It
is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable
in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m) of the Code) and accounting (so as to not trigger any charge to earnings with
respect to such adjustment) requirements. 


Without
limiting the generality of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this
Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.  



	7.2
	Corporate Transactions—Assumption and Termination of
Awards.    Upon the occurrence of any of the following: any merger, combination, consolidation, or other reorganization; any exchange of Common Stock or other
securities of the Corporation; a sale of all or substantially all the business, stock or assets of the Corporation; a dissolution of the Corporation; or any other event in which the Corporation does
not survive (or does not survive as a public company in respect of its Common Stock); then the Administrator may make provision for a cash payment or for the assumption, substitution or
exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the extent relevant
under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding
sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or the award would otherwise continue in
accordance with its terms in the circumstances: (1) unless otherwise provided in the agreement evidencing the award, each then-outstanding option and SAR shall become fully vested,
all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such
award; and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a
reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before
the termination of such awards (except that in no case shall more than ten days' notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an
award that is so accelerated may be made contingent upon the actual occurrence of the event). 





Without
limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any agreement evidencing the award, the
Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances. 


The
Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar
rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base
price of the award. 


In
any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence
of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without
limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of the award if an event
giving rise to an acceleration does not occur. 


Without
limiting the generality of Section 3.3, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on
all persons.  



	7.3
	Other Acceleration Rules.    The Administrator may override the provisions
of Section 7.2 by express provision in any agreement evidencing awards and may accord any Eligible Person a right to refuse any acceleration, in such circumstances as the Administrator may
approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may 










trigger
accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated
portion of the option shall be exercisable as a nonqualified stock option under the Code. 





8.     OTHER PROVISIONS  



	8.1
	Compliance with Laws.    This Plan, the granting and vesting of awards
under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority
as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or
one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all
applicable legal and accounting requirements.



	8.2
	No Rights to Award.    No person shall have any claim or rights to be
granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to
the contrary.



	8.3
	No Employment Contract.    Nothing contained in this Plan (or in
any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its
Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee's status as an employee at will, nor shall interfere in any way with the right of the
Corporation or one of its Subsidiaries to change a person's compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this
Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment contract other than an agreement under this Plan.



	8.4
	Plan Not Funded.    Awards payable under this Plan shall be payable in
shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person
shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by
reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of
this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person.
To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Corporation.



	8.5
	Tax Withholding.    Upon any exercise, vesting, or payment of any award or
upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, the Corporation
or one of its Subsidiaries shall have the right at its option to:



	(a)
	require
the participant (or the participant's personal representative or beneficiary, as the case may be) to pay or provide for payment of at least
the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or



	(b)
	deduct
from any amount otherwise payable in cash to the participant (or the participant's personal representative or beneficiary, as the case may be)
the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment. 








In
any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to
Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to 











such
rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate
number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, or the Administrator may convert the
right to receive such shares to a right to receive a cash payment only, as necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the
shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.  



	8.6
	Effective Date, Termination and Suspension, Amendments.  





8.6.1    Effective Date.    This Plan is effective as of January 12, 2007, the date of its approval
by the Board (the "Effective Date"). This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the
Effective Date. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this
Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of
the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of
this Plan. 


8.6.2    Board Authorization.    The Board may, at any time, terminate or, from time to time, amend, modify
or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan. 


8.6.3    Shareholder Approval.    An amendment of this Plan shall be subject to approval by the
Corporation's shareholders if (a) shareholder approval of the amendment is required by applicable law or required under Sections 162, 422 or 424 of the Code to preserve the
intended tax consequences of this Plan, (b) the amendment constitutes a material modification of the Plan (within the meaning of applicable listing rules) or shareholder approval of the
amendment is otherwise required under applicable listing rules, or (c) shareholder approval of the amendment is otherwise deemed necessary or advisable by the Board. Without limiting the
generality of the foregoing, in any case the following amendments shall be deemed to constitute "material modifications" of the Plan for purposes of clause (b) above that shall require
shareholder approval: (i) any increase in the benefit or share limits set forth in this Plan (other than as a result of an adjustment pursuant to Section 7.1); (ii) any
modification of the eligibility requirements set forth in this Plan; (iii) any amendment to the minimum vesting requirements set forth in this Plan; or (iv) any amendment to the no
repricing provisions set forth in Sections 3.2(g) and 3.2(j). 


8.6.4    Amendments to Awards.    Without limiting any other express authority of the Administrator under
(but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the
prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and
conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the no repricing provision set forth in Section 3.2. 



8.6.5    Limitations on Amendments to Plan and Awards.    No amendment, suspension or termination of this
Plan or amendment of any outstanding agreement entered into under this Plan shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or
benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by
Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.  



	8.7
	Privileges of Stock Ownership.    Except as otherwise expressly authorized
by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. Except
as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record
date is prior to such date of delivery.



	8.8
	Governing Law; Construction; Severability.  














8.8.1    Choice of Law.    This Plan, the awards, all documents evidencing awards and all other related
documents shall be governed by, and construed in accordance with the laws of the State of California. 



8.8.2    Severability.    If a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect. 


8.8.3    Plan Construction.  



	(a)
	Rule 16b-3.    It
is the intent of the Corporation that the awards and transactions permitted by
awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms
of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no
liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.



	(b)
	Section 162(m).    Awards
under Section 5.1.4 to persons described in Section 5.2 that
are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs
granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m)
of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of
the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on
deductibility under Section 162(m) of the Code) any such awards and any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to
Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).


 




	8.9
	Captions.    Captions and headings are given to the sections and
subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any
provision thereof.



	8.10
	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other
Corporation.    Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or
other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution,
merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial
part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the
assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards
that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired
company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries
in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under
this Plan.



	8.11
	Non-Exclusivity of Plan.    Nothing in this Plan shall limit
or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan
or authority.



	8.12
	No Corporate Action Restriction.    The existence of this Plan, the
agreements entered into under this Plan and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Corporation to make
or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger,
amalgamation, consolidation or change in the ownership of the 










Corporation
or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the
Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the
Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any
award, or any agreement evidencing such award, against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a
result of any such action.  



	8.13
	Other Company Benefit and Compensation Programs.    Payments and other
benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant's compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards
under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its
Subsidiaries. 
















QuickLinks



Exhibit 10.3


EDISON INTERNATIONAL 2007 PERFORMANCE INCENTIVE PLAN (Amended and Restated as of February 26, 2009)