Exh 10.2

EX-10.2 3 exh10-2.htm Exh 10.2

EDISON INTERNATIONAL
2000 Long-Term Incentives
Terms and Conditions Restatement

Long-term incentives (LTI) for the year 2000 for eligible persons (Holders) at Edison International (EIX) or its
participating affiliates (the Companies, or individually, the Company) include EIX nonqualified stock options to
purchase EIX common stock (EIX Options) to be awarded under the Equity Compensation Plan (Plan) and contingent
EIX Performance Shares, 50% of which will be payable as Stock Grants under the Plan and 50% of which will be
payable in cash outside of the Plan. The LTI are subject to the following terms and conditions:

1. PRICE
The exercise price of an EIX Option stated in the award certificate is the average of the high and low sales
prices of EIX Common Stock as reported in the Western Edition of The Wall Street Journal for the New York Stock
Exchange Composite Transactions for the date of the award.

2. VESTING
(a) Subject to the provisions of Section 3, EIX Options may only be exercised or paid to the extent vested. The
initial vesting date will be January 2nd of the year following the date of the grant, or six months after the
date of the grant, whichever date is later. The EIX Options will vest over the following period (Vesting Period):

o On the initial vesting date, one-fourth of the EIX Options will vest.
o On January 2nd of the following year, an additional one-fourth of the EIX Options will vest.
o On January 2nd of the following year, an additional one-fourth of the EIX Options will vest
o On January 2nd of the fourth year following the date of grant, the balance of the EIX Options will vest.

(b) The vested portions of the EIX Options will accumulate to the extent not exercised, and be exercisable by the
Holder subject to the provisions of Section 3, in whole or in part, in any subsequent period but not later than
the first business day of the 10th calendar year following the date of the award.

(c) One-half of the Performance Shares will vest and become payable at the end of the second year of the
Retention Period (defined in Section 4) (first payment date). The remaining one-half of the Performance Shares
will vest and become payable at the end of the full three-year Retention Period (second payment date).

(d) If, during the Vesting Period, Holder (i) terminates employment on or after (A) attaining age 65 or (B)
attaining age 55 with five "years of service," as defined in the Southern California Edison Company Retirement
Plan, or (C) such earlier date that qualifies the Holder for retirement under any Company retirement plan, (ii)
terminates employment while on leave with a permanent and total disability, or (iii) dies while employed by the
Company, then the vesting and exercise provisions of this Section 2(d) will apply. The EIX Options will vest to
the extent necessary to cause the aggregate amount of vested EIX Options (including any previously exercised) to
equal the product of 1/48th of the number of shares granted times the number of full months of service the Holder
has completed during the Vesting Period, and such vested options will be exercisable for the full original term.
Notwithstanding the foregoing, the EIX Options of a Holder who served as a member of the Southern California
Edison Company Management Committee (which was dissolved in 1993) will fully vest upon his or her retirement or
death, or upon employment termination while on leave of absence with a permanent and total disability.

(e) If, during the Retention Period, Holder (i) terminates employment on or after (A) attaining age 65 or (B)
attaining age 55 with five "years of service," as defined in the Southern California Edison Company Retirement
Plan, or (C) such earlier date that qualifies the Holder for retirement under any Company retirement plan, or
(ii) terminates employment while on leave with a permanent and total disability or (iii) dies while employed by
the Company, then the Performance Shares will vest on a pro rata basis based on each full month of service the
Holder completes during the first two years of the Retention Period for the first payment date, and during the
full three-year Retention Period for the second payment date.

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Performance Shares will be payable to the Holder orbeneficiary on such pro rata basis on the applicable payment date.

(f) Upon termination of employment during the EIX Option term for any reason other than those specified in
Section 2(d), only those EIX Options that have vested as of the prior vesting date may be exercised, and they
will be forfeited unless they are exercised within 180 days following the date of termination or by the end of
the applicable EIX Option term, if that date is earlier. If termination of employment for any reason other than
those specified in Section 2(e) occurs (i) during the first two years of the Retention Period, all Performance
Shares will be forfeited, or (ii) during the third year of the Retention Period, those Performance Shares subject
to payment at the end of the three-year Retention Period will be forfeited.

(g) Notwithstanding the foregoing, LTI may vest in accordance with Section 3.4 of the Plan as a result of certain
events, including liquidation of EIX or merger, reorganization or consolidation of EIX as a result of which EIX
is not the surviving corporation. Upon a change of control of EIX following the occurrence of a Distribution
Date, as that term is defined in the Rights Agreement approved by the EIX Board of Directors on November 20,
1996, as amended, the LTI will vest and EIX Options will remain exercisable for at least two years following the
Distribution Date. During that period, (i) the Plan may not be terminated, (ii) individual awards may not be
cashed out, terminated, or modified without the Holder's consent, and (iii) valuation procedures and exercise
periods will occur on a basis consistent with past practice.

3. EIX OPTION EXERCISE
(a) The Holder may exercise an EIX Option by providing written notice to EIX on the form prescribed by EIX for
this purpose accompanied by full payment of the applicable exercise price. Payment must be in cash, or its
equivalent, including EIX Common Stock valued on the exercise date at a per share price equal to the average of
the high and low sales prices of EIX Common Stock as reported in the Western Edition of The Wall Street Journal
for the New York Stock Exchange Composite Transactions acceptable to EIX. A broker-assisted "cashless" exercise
may be accommodated for EIX Options at the discretion of EIX. Until payment is accepted, the Holder will have no
rights in the optioned stock. EIX Options may be exercised at any time after they have vested through the first
business day of the 10th calendar year following the date of the award except as otherwise provided in Sections
2(d), 2(f), 2(g) and 8.

(b) The Holder agrees that any securities acquired by him or her hereunder are being acquired for his or her own
account for investment and not with a view to or for sale in connection with any distribution thereof and that he
or she understands that such securities may not be sold, transferred, pledged, hypothecated, alienated, or
otherwise assigned or disposed of without either registration under the Securities Act of 1933 or compliance with
the exemption provided by Rule 144 or another applicable exemption under such act.

4. PERFORMANCE SHARES
(a) Performance Shares are EIX stock-based retention units subject to vesting over a three-calendar-year period
commencing on January 1st of the year the Performance Shares are granted ("Retention Period"). The Performance
Shares will be paid if the Holder remains employed by the Company on the payment dates described in Section 4(b)
except as provided in Sections 2(e) and (f).

(b) There will be two payment dates during the three-year Retention Period for the initial grant of Performance
Shares in the year 2000, each covering one-half of the contingent Performance Shares awarded. The first payment
date covering the first two years of the Retention Period will be the last business day of the second year of the
Retention Period, the second payment date will be the last business day of the Retention Period covering all
three years. One-half of the Performance Shares will be paid on each payment date.

(c) Each Performance Share paid will be worth one share of EIX Common Stock. One-half of the Performance Shares
will be paid in EIX Common Stock as a Stock Payment under the Plan. The remaining one-half of the Performance
Shares will be paid in cash and the value of each Performance Share will be equal to the average of the high and
low sales prices per share of EIX Common Stock as reported in the Western Edition of The Wall Street Journal for
the New York Stock Exchange Composite

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Transactions for the measurement date. The shares of EIX Common Stock and the cash payable for the Performance
Shares will be delivered within 30 days following the payment dates described in Section 4(b).

5. DELAYED PAYMENT OR DELIVERY OF LTI GAINS
Notwithstanding the terms of any LTI, Holders who are eligible to defer salary under the EIX Executive Deferred
Compensation Plan (EDCP) may irrevocably elect to alternatively exercise all or part of any vested EIX Option
pursuant to the terms of the Option Gain Deferral Program (OGDP), and/or may irrevocably elect to defer receipt
of all or a part of the cash portion of any Performance Shares pursuant to the terms of the EDCP. To make such
an election, the Holder must submit a signed agreement in the form approved by the Administrator at least six
months prior to the expiration date of the EIX Option, or the payment date of a Performance Share. An EIX Option
may not be exercised for six months thereafter except under the limited circumstances specified in the OGDP. Any
subsequent exercises or payments will be subject to the terms, conditions and restrictions of the OGDP or the
EDCP, as applicable.

6. TRANSFER AND BENEFICIARY
(a) The LTI will not be transferable by the Holder. During the lifetime of the Holder, the LTI will be
exercisable only by him or her. The Holder may designate a beneficiary who, upon the death of the Holder, will
be entitled to exercise the then vested portion of the LTI during the remaining term subject to the provisions of
the Plan and these terms and conditions.

(b) Notwithstanding the foregoing, EIX Options of the CEOs of EIX, Edison Mission Energy, Edison Capital and
Edison Enterprises, the COO of Southern California Edison and the EVPs of EIX are transferable to a spouse,
children or grandchildren, or trusts or other vehicles established exclusively for their benefit. Any transfer
request must specifically be authorized by EIX in writing and shall be subject to any conditions, restrictions or
requirements as the administrator may determine.

8. TERMINATION OF LONG TERM INCENTIVES
As set forth in Section 2(e), in the event of termination of the employment of the Holder for any reason other
than retirement, permanent and total disability or death of the Holder, EIX Options will terminate 180 days from
the date on which such employment terminated, and Performance Shares will be forfeited. In addition, the LTI may
be terminated if EIX elects to substitute cash awards as provided under Section 9.

9. TAXES
EIX will have the right to retain and withhold the amount of taxes required by any government to be withheld or
otherwise deducted and remitted with respect to the exercise of any LTI. In its discretion, EIX may require the
Holder to reimburse EIX for any such taxes required to be withheld by EIX and may withhold any distribution in
whole or in part until EIX is so reimbursed. In lieu thereof, EIX will have the right to withhold from any other
cash amounts due from EIX to the Holder an amount equal to such taxes required to be withheld by EIX, or to
retain and withhold a number of shares of EIX Common Stock having a market value equal to such taxes and cancel
(in whole or in part) the shares, or to repurchase such shares from the Holder within six months after the shares
of Common Stock were acquired by the Holder. Shares withheld or repurchased to reimburse EIX for federal and
state income and payroll taxes shall be limited to the number of shares which have a Fair Market Value on the
date of withholding or repurchase equal to the aggregate amount of such tax liabilities based on the minimum
statutory withholding rates that are applicable to such supplemental taxable income.

10. CONTINUED EMPLOYMENT
Nothing in the award certificate or this Statement of Terms and Conditions will be deemed to confer on the Holder
any right to continue in the employ of EIX or an EIX affiliate or interfere in any way with the right of the
employer to terminate his or her employment at any time.

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11. NOTICE OF DISPOSITION OF SHARES AND SECTION 16
(a) Holder agrees that if he or she should dispose of any shares of stock acquired on the exercise of EIX
Options, including a disposition by sale, exchange, gift or transfer of legal title within six months from the
date such shares are transferred to the Holder, the Holder will notify EIX promptly of such disposition.

(b) If an LTI is granted to a person who later becomes subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, as amended ("Section 16"), the LTI will immediately and automatically become subject to the
requirements of Rule 16b-3(d)(3) ("Rule") and may not be exercised, paid or transferred until the Rule has been
satisfied. In its sole discretion, the Administrator may take any action to assure compliance with the
requirements of the Rule, including withholding delivery to Holder (or any other person) of any security or of
any other payment in any form until the requirements of the Rule have been satisfied. The Secretary of Edison
International may waive compliance with the requirements of the Rule if he or she determines the transaction to
be exempt from the provisions of paragraph (b) of Section 16.

12. AMENDMENT
The LTI are subject to the terms of the Plan as amended from time to time. EIX reserves the right to substitute
cash awards substantially equivalent in value to the LTI. The LTI may not otherwise be restricted or limited by
any Plan amendment or termination approved after the date of the award without the Holder's consent.

13. FORCE AND EFFECT
The various provisions herein are severable in their entirety. Any determination of invalidity or
unenforceability of any one provision will have no effect on the continuing force and effect of the remaining
provisions.

14. GOVERNING LAW
The terms and conditions of the LTI will be construed under the laws of the State of California.

15. NOTICE
Unless waived by EIX, any notice required under or relating to the LTI must be in writing, with postage prepaid,
addressed to: Edison International, Attn: Corporate Secretary, P.O. Box 800, Rosemead, CA 91770.

EDISON INTERNATIONAL

[Beverly P. Ryder]
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Beverly P. Ryder