STOCK OPTIONS§18.301
March 199418-268B
EXHIBIT C
SCEcorp
MANAGEMENT LONG-TERM INCENTIVE COMPENSATION PLAN
Effective January 1, 1992
WHEREAS, it has been determined that it is in the best interest of SCEcorp and its affiliates to offer and
maintain competitive management compensation programs designed to attract and retain qualified management
employees; and
WHEREAS, it has been determined that long-term compensation related to the financi al and operational
performance of SCEcorp and its affiliates is an important component of an effective management
compensation program;
NOW, THEREFORE, the SCEcorp Management Long-Term Incentive Compensation Plan has been
established by the Board of Directors of SCEcorp effective January 1, 1992, provided it is approved by t he
shareholders of SCEcorp during 1992, subject to the following terms and conditions:
1.Purpose. The purpose of the SCEcorp Management Long-Term Incentive Compensation Plan is to
improve the long-term financial and operational performance of SCEcorp and its affiliat es by providing
eligible Participants a financial incentive which reinforces and recognizes long-t erm corporate, organizational
and individual performance and accomplishments. The Plan is intended to promote the interests of SCEcorp
and its shareholders by encouraging eligible Participants to acquire stock or increase t heir proprietary interest
in SCEcorp.
2.Definitions. Whenever the following terms are used in this Plan, they will have the meanings
specified below unless the context clearly indicates the contrary:
"Board of Directors" or "Board" means the Board of Directors of SCEcorp.
"Cash Equivalent" means a stock-based award payable in cash only granted pursuant to Section 14.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board of Directors.
"Common Stock" means the common shares of SCEcorp.
"Company Board" means the Board of Directors of the SCEcorp affiliate employing the Participant.
"Company" means SCEcorp or the SCEcorp affiliate employing the Participant.
"Dividend Equivalent" means the additional amount of cash or Common Stock as described in
Section 12.
"Eligible Person" or "Participant" means a management employee of the Company whose
participation has been approved as provided under the Plan, excluding those employees conside red
executive officers under Section 16 of the Securities and Exchange Act of 1934, as amended.
"Fair Market Value" means the average of the highest and lowest sale prices for the Com mon Stock
as reported in the western edition of The Wall Street Journal for the New York Stock Exchange
Composite Transactions for the date as of which such determination is made.
"Holder" means a person holding an Incentive Award.
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18-268C 1994 Jefren Publishing Company, Inc.
"Incentive Award" means any award which may be made under the Plan by the Committee.
"Incentive Stock Option" means an option as defined under Section 422A of the Code granted
pursuant to Section 7 of the Plan.
"Nonqualified Stock Option" means an option, other than an Incentive Stock Option, granted
pursuant to Section 6 of the Plan.
"Option" means either a Nonqualified Stock Option or Incentive Stock Option.
"Performance Award" means an award granted pursuant to Section 10 which may be based on stock
value, book value, or other specific performance criteria.
"Plan" means the Management Long-Term Incentive Compensation Plan as set forth herein, whic h
may be amended from time-to-time.
"Restricted Stock" means Common Stock granted or awarded pursuant to Section 8 of the Plan,
which is nontransferable and subject to substantial risk of forfeiture until restrictions lapse.
"Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended.
"Stock Appreciation Equivalent" means an award based on Common Stock appreciation or ot her
specific performance criteria which is granted pursuant to Section 11.
"Stock Appreciation Right" or "Right" means a right granted pursuant to Section 9 of the Plan.
"Stock Payment" means a payment pursuant to Section 13 in shares of Common Stock to repl ace all
or any portion of the compensation (other than base salary) that would otherwise become payable to a
Participant in cash.3. Aggregate Awards Under Plan. Pursuant to the terms of the Plan, and subject to the provisions of this
Section 3 and Section 16 of the Plan, the aggregate number of shares of Common Stock that may be issued or
transferred pursuant to Incentive Awards, and the total aggregate value of Incentive Awards other t han
Dividend Equivalents which are payable in a form other than Common Stock, will not exc eed 1.0 million
shares, or the fair market value of such shares as determined on the dates of payment of the Incentive Awards.
On an annual basis, as long as any Incentive Awards are outstanding and have not been paid, Dividend
Equivalents payable in cash will not exceed the annual dividend payable on 1.0 mill ion shares of Common
Stock.
The shares to be delivered under the Plan will be made available, at the di scretion of the Board or
Committee, either from authorized but unissued shares of Common Stock or from previously issued share s of
Common Stock reacquired by SCEcorp including shares purchased on the open market.
If any Incentive Award expires, is forfeited, is cancelled, or otherwise terminates for any reason other
than upon exercise or payment, the shares of Common Stock (provided the Participant recei ves no benefit of
ownership) or equivalent value that could have been delivered will not be charged against the limitations
provided above and may again be made subject to Incentive Awards. However, shares subject to St ock
Appreciation Rights settled in cash will not be charged against the share limi tations provided above, but only
against the fair market value limitation.
4.Administration. Except for duties delegated below to Company management, the Plan will be
administered by the Committee. The Committee has, and may exercise, such powe rs and authority of the Board
as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. The
Committee has authority in its discretion to determine the nature of the Ince ntive Award, the objectives, goals
and performance criteria (which need not be identical) utilized to measure t he value of Incentive Awards, the
form of payment (cash or Common
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STOCK OPTIONS§18.301
March 1994 18-269
Stock or a combination thereof) payable upon the event or events giving rise to
payment of an Incentive Award and such other terms and conditions as the Committee
shall determine.
The Committee shall annually determine the type or types of Incentive Awards,
the total number of Incentive Awards to be authorized under the Plan for the following
year, the prices of Incentive Awards (which may be any lawful consideration as
determined by the Committee), and the form of the agreement to be utilized. The
Committee shall allocate a portion of the total number of Incentive Awards to SC Ecorp
and each affiliate. The management of each Company will then have the aut hority to
determine which of its management employees to whom incentive awards will be
granted and the amount of the individual awards.
The Company may grant Incentive Awards to new Participants at any time during
the year provided the total number of Incentive Awards authorized by the Committee
for the Company for that year is not exceeded. With the consent of SCEcorp, new or
additional Incentive Awards may be granted to Participants who have previously
received Incentive Awards whether such prior Incentive Awards are still outstanding,
have previously been exercised in whole or in part, or are cancelled in connection with
the issuance of new Incentive Awards. The purchase price or initial value of the
Incentive Awards may be established without regard to the existing Incentive Awards
or such other grants. Further, with the consent of SCEcorp and the Participant, the
Company may amend the terms of any existing Incentive Award previously granted to
include or amend any provisions which could be incorporated in such an Incentive
Award at the time of such amendment.
The Committee has the authority to interpret the Plan, to determine the t erms and
provisions of the Incentive Award agreements, and to make all determinations
necessary or advisable for the administration of the Plan. The Committee has authorit y
to prescribe, amend, and rescind rules and regulations relating to the Plan. All
interpretations, determinations, and actions by the Committee will be final, c onclusive,
and binding upon all parties. Any action of the Committee with respect to the
administration of the Plan shall be taken pursuant to a majority vote or by the
unanimous written consent of its members. The Committee may delegate to one or
more agents such nondiscretionary administrative duties as it may deem advisable.
No member of the Board or the Committee or agent or designee thereof will be
liable for any action or determination made in good faith by the Board or the
Committee with respect to the Plan or any transaction arising under the Plan.
5.Eligibility and Date of Grant. Subject to the limitations of Section 4, the
Company has authority, in its sole discretion, to determine and designate from time-to-
time those Eligible Persons who are to be granted Incentive Awards, the times at which
Incentive Awards will be granted, and the number of shares of Common Stock or the
amount of cash subject to each Incentive Award.
Each Incentive Award will be evidenced by a written instrument signed by the
Company and the participant and may include any other terms and conditions
consistent with the Plan as the Committee may in its discretion determine . The date of
grant of an Incentive Award will be the date of the Agreement between the Company
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and the Participant.
6.Nonqualified Stock Options. The Committee may approve the grant of
Nonqualified Stock Options to Eligible Persons, subject to the following terms and
conditions:
(a) The purchase price of Common Stock under each Nonqualified Stock
Option may not be less than one hundred percent of the Fair Market Value of the
Common Stock on the date the Nonqualified Stock Option is granted.
(b) No Nonqualified Stock Option may be exercised after ten years and
one day from the date of grant.
(c) Upon the exercise of a Nonqualified Stock Option, the purchase price
will be payable in full in cash and/or its equivalent, such as Common Stock,
acceptable to SCEcorp. Any
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March 1994 18-271
shares so assigned and delivered to SCEcorp in payment or partial payment of the
purchase price will be valued at their Fair Market Value on the exercise date.
(d) No fractional shares will be issued pursuant to the exercise of a
Nonqualified Stock Option. Only cash payments will be made in lieu of fractional
shares. 7. Incentive Stock Options. The Committee may approve the grant of Incentive
Stock Options to Eligible Persons, subject to the following terms and conditions:
(a) The purchase price of each share of Common Stock under an Incentive
Stock Option will be at least equal to the Fair Market Value of a share of the
Common Stock on the date of grant; provided, however, that if a Participant, at
the time an Incentive Stock Option is granted, owns stock representing more than
ten (10%) percent of the total combined voting power of all classes of stock of
SCEcorp (as defined in Section 425(e) or (d) of the Code), then the exercise price
of each share of Common Stock subject to such Incentive Stock Option shall be
at least one hundred and ten (110%) percent of the Fair Market Value of such
share of Common Stock, as determined in the manner stated in this paragraph.
(b) No Incentive Stock Option may be exercised after ten (10) years from
the date of the grant. Each Incentive Stock Option granted under this Plan shall
also be subject to earlier termination as provided in this Plan.
(c) Upon the exercise of an Incentive Stock Option, the purchase price will
be payable in full in cash and/or its equivalent, such as Common Stock,
acceptable to SCEcorp. Any shares so assigned and delivered to SCEcorp in
payment or partial payment of the purchase price will be valued at their Fair
Market Value on the exercise date.
(d) The Fair Market Value (determined at the time the Incentive Stock
Option is granted) of the shares of Common Stock for which any Participant may
be granted Incentive Stock Options that are first exercisable during any one
calendar year (including Incentive Stock Options under all plans of the Company)
will not in the aggregate exceed One Hundred Thousand ($100,000) Dollars.
(e) No fractional share will be issued pursuant to the exercise of an
Incentive Stock Option. Only cash payments will be made in lieu of fractional
shares. 8. Restricted Stock. The Committee may approve the grant or award of
Restricted Stock to Eligible Persons subject to the conditions of this Section 8.
(a) All shares of Restricted Stock granted or awarded pursuant to the Plan
(including any shares of Restricted Stock received by the Holder as a result of
stock dividends, stock splits, or any other forms of adjustment) will be subject to
the following restrictions:
(i) The shares may not be sold, transferred, or otherwise alienated or
hypothecated until the restrictions are removed or expire.
(ii) The Committee may require the Holder to enter into an escrow
agreement providing that the certificates representing Restricted Stock
granted or awarded pursuant to the Plan will remain in the physical custody
of an escrow holder or SCEcorp until all restrictions are removed or expire.
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1994 Jefren Publishing Company, Inc. 18-272
(iii) Each certificate representing Restricted Stock granted or awarded
pursuant to the Plan will bear a legend making appropriate reference to the
restrictions imposed on the Restricted Stock.
(iv) The Committee may impose restrictions on any shares granted or
awarded as it may deem advisable, including, without limitation,
restrictions designed to facilitate exemption from or compliance with the
Securities Exchange Act of 1934, as amended, with
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March 1994 18-273
requirements of any stock exchange upon which such shares or shares of
the same class are then listed, and with any blue sky or other securities
laws applicable to such shares.
(b) The restrictions imposed under subparagraph (a) above upon Restricted
Stock will lapse in accordance with a schedule or other conditions as
determined by the Committee, subject to the provisions of Sections 18 and 19.
(c) Upon acceptance of the Restricted Stock offer, the purchase price, if
any, established by the Committee will be payable in full in cash and/or its
equivalent, such as Common Stock, acceptable to SCEcorp.
(d) Subject to the provisions of subparagraph (a) above and Section 19, the
Holder will have all rights of a shareholder with respect to the Restricted Stock
granted or awarded, including the right to vote the shares and receive all
dividends and other distributions paid or made with respect thereto. 9. Stock Appreciation Rights. The Committee may approve the grant of Rights
related or unrelated to Options to Eligible Persons, subject to the following terms and
conditions:
(a) A Stock Appreciation Right may be granted:(i) at any time if unrelated to an option;
(ii) either at the time of grant, or at any time thereafter during the
option term if related to a Nonqualified Stock Option;
(iii) only at the time of grant if related to an Incentive Stock Option.
(b) A Stock Appreciation Right grant in connection with an Option will
entitle the Holder of the related Option, upon exercise of the Stock
Appreciation Right, to surrender such Option, or any portion thereof to the
extent unexercised, with respect to the number of shares as to which such Stock
Appreciation Right is exercised, and to receive payment of an amount
computed pursuant to Section 9(d). Such Option will, to the extent surrendered,
then cease to be exercisable.
(c) Subject to Section 9(g), a Stock Appreciation Right granted in
connection with an Option hereunder will be exercisable at such time or times,
and only to the extent that a related Option is exercisable, and will not be
transferable except to the extent that such related Option may be transferable.
(d) Upon the exercise of a Stock Appreciation Right related to an Option,
the Holder will be entitled to receive payment of an amount determined by
multiplying:
(i) The difference obtained by subtracting the purchase price of a share
of Common Stock specified in the related Option from the Fair Market
Value of a share of Common Stock on the date of exercise of such Stock
Appreciation Right, by
(ii) The number of shares to which such Stock Appreciation Right has
been exercised.
(e) The Committee may grant Stock Appreciation Rights unrelated to
Options to Eligible Persons. Section 9(d) shall be used to determine the amount
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1994 Jefren Publishing Company, Inc. 18-274
payable at exercise of such Stock Appreciation Right(s) if Fair Market Value is
not used, except that Fair Market Value shall not be used if the Committee
specified in the award that book value or another measure as deemed
appropriate by the Committee was to be used. In applying the formula in
Section 9(d), the initial share value specified in the Stock Appreciation Right
award shall be used in lieu of the price "specified in the related Option."
(f) Payment of the amount determined under Section 9(d) or (e) may be
made solely in whole shares of Common Stock in a number determined at their
Fair Market Value on the date
STOCK OPTIONS§18.301
March 1994 18-275
of exercise of the Stock Appreciation Right or alternatively, at the sole
discretion of the Committee, solely in cash or in a combination of cash and
shares as the Committee deems advisable. If the Committee decides to make
full payment in shares of Common Stock, and the amount payable results in a
fractional share, no fractional share will be issued. Payment for the fractional
share will be made in cash only.
(g) The Committee may, at the time a Stock Appreciation Right is granted,
impose such conditions on the exercise of the Stock Appreciation Right as may
be required to satisfy the requirements of Former Rule 16b-3 and/or Rule 16b-
3, as applicable (or any other comparable provisions in effect at the time or
times in question). Without limiting the generality of the foregoing, the
Committee may determine that a Stock Appreciation Right may be exercised
only during the period beginning on the third business day and ending on the
twelfth business day following the publication of SCEcorp's quarterly and
annual summarized financial data. 10. Performance Awards. The Committee may approve Performance Awards
to Eligible Persons. Such awards may be based on Common Stock performance over a
period determined in advance by the Committee or any other measures as determined
appropriate by the Committee. Payment will be in cash unless replaced by a Stock
Payment in full or in part as determined by the Committee.
11.Stock Appreciation Equivalents. The Committee may approve Stock
Appreciation Equivalents to Eligible Persons. Such awards may be based on Common
Stock performance over a period determined in advance by the Committee, or any
other measures as determined appropriate by the Committee. Payment will be in cash
unless replaced by a Stock Payment in full or in part as determined by the Committee.
12.Dividend Equivalents. The Committee may approve Dividend Equivalents
based on the dividends declared on the Common Stock on record dates during the
period between the date an Incentive Award is granted and the date such Incentive
Award is exercised or paid. Dividend Equivalents may be awarded separately or in
connection with Incentive Awards payable, whether payable in cash or Common Stock.
Subject to Sections 3 and 16, such Dividend Equivalents shall be converted to cash or
additional shares by such formula and at such time as may be determined by the
Committee.
13.Stock Payments. The Committee may approve Stock Payments of Common
Stock to Eligible Persons for all or any portion of the compensation (other than base
salary) that would otherwise become payable to a Participant in cash.
Notwithstanding anything to the contrary contained in this Plan, if the written
instrument signed by SCEcorp and the Holder evidencing any Incentive Award states
that the Incentive Award (s) will be paid in cash, the Committee may not make a Stock
Payment in lieu thereof, and the Incentive Award(s) will be redeemable or exercisa ble
by the Holder only for cash.
14.Cash Equivalents. The Committee may grant any Incentive Award
permitted under the Plan which is otherwise payable in stock in the form of a c ash
equivalent award.
15.Deferral of Payment. The Committee may approve the deferral of any
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1994 Jefren Publishing Company, Inc. 18-276
payments which may become due under the Plan. Such deferrals shall be subject to any
conditions, restrictions or requirements as the Committee may determine.
16.Adjustment Provisions. Subject to the provisions of this Section 16 below,
if the outstanding shares of Common Stock are increased, decreased, or exchanged for
a different number or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such shares of
Common Stock or other securities, through merger, consolidation, sale of all or
substantially all of the property of SCEcorp, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Common Stock or other securities, an appropriate and
proportionate adjustment
STOCK OPTIONS§18.301
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may be made in (i) the maximum number and kind of shares provided in Section 3 of
the Plan, (ii) the number and kind of shares or other securities subject to the then
outstanding Incentive Awards, and (iii) the price for each share or other unit of any
other securities subject to the then outstanding Incentive Awards without change in the
aggregate purchase price or value as to which Incentive Awards remain exercisable or
subject to restrictions.
Despite the foregoing, upon dissolution or liquidation of SCEcorp, or upon a
reorganization, merger, or consolidation of SCEcorp with one or more corporations as
a result of which SCEcorp is not the surviving corporation, or upon the sale of all or
substantially all the property of SCEcorp, all Options, Stock Appreciation Rights, and
other Incentive Awards then outstanding under the Plan will be fully vested and
exercisable and all restrictions on Restricted Stock will immediately ce ase, unless
provisions are made in connection with such transaction for the continuance of the Plan
and the assumption of or the substitution for such Incentive Awards of new Options,
Stock Appreciation Rights, or other Incentive Awards, or Restricted Stock covering the
stock of a successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices.
Any adjustments pursuant to this Section will be made by the Committee,
whose determination as to what adjustments will be made and the extent thereof wi ll be
final, binding, and conclusive. No fractional interest will be issued under the Plan on
account of any such adjustments. Only cash payments will be made in lieu of fractiona l
shares.
17.General Provisions.
(a) With respect to any share of Common Stock issued or transferred under
any provision of the Plan, such shares may be issued or transferred subject to such
conditions, in addition to those specifically provided in the Plan, as the Committee may
direct.
(b) Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Holder any right to continue in the employ of the Company or affect
the right of the Company to terminate the employment of any Holder at any time with
or without cause.
(c) No shares of Common Stock will be issued or transferred pursuant to an
Incentive Award unless and until all then applicable requirements imposed by federal
and state securities and other laws, rules, and regulations and by any regulatory
agencies having jurisdiction, and by any stock exchanges upon which the Common
Stock may be listed, have been fully met. As a condition precedent to the issue of
shares pursuant to the grant or exercise of an Incentive Award, SCEcorp may require
the Holder to take any reasonable action to meet such requirements.
(d) No Holder (individually or as a member of a group) and no beneficiary or
other person claiming under or through such Holder will have any right, title, or
interest in or to any shares of Common Stock allocated or reserved under the Plan or
subject to any Incentive Award except as to such shares of Common Stock, if any, that
have been issued or transferred to such Holder.
(e) SCEcorp may make such provisions as it deems appropriate to withhold
any taxes which it determines it is required to withhold in connection with any
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1994 Jefren Publishing Company, Inc. 18-278
Incentive Award. Subject to this Section 17(e), however, and without in anyway
limiting the generality of Section 9, the Committee, in its sole discretion and subject to
such rules as the Committee may adopt, may permit Participants to elect (i) cash
settlement of any Incentive Award, or (ii) to apply a portion of the shares of Common
Stock they are otherwise entitled to receive pursuant to an Incentive Award, or shares
of Common Stock already owned, to satisfy the tax withholding obligation arising from
the receipt, vesting, or exercise of any Incentive Award, as applicable.
(f) No Incentive Award and no right under the Plan, contingent or otherwise,
will be assignable or subject to any encumbrance, pledge, or charge of any nature, or
otherwise transferable (meaning, without limitation, that such Incentive Award or right
is exercisable during the Holder's lifetime only by him or her or by his or her guardian
or legal representative) except that, under such
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rules and regulations as SCEcorp may establish pursuant to the terms of the Plan, a
beneficiary may be designated with respect to an Incentive Award in the event of death
of a Holder of such Incentive Award, and Incentive Awards may be transferred
pursuant to a qualified domestic relations order as defined by the Code, or Title I of t he
Employee Retirement Income Security Act, or the regulations promulgated thereunder.
If such beneficiary is the executor or administrator of the estate of the Holder of such
Incentive Award, any rights with respect to such Incentive Award may be transferred
to the person or persons or entity (including a trust) entitled thereto under the wil l of
the Holder of such Incentive Award, or, in the case of intestacy, under the laws relati ng
to intestacy.
(g) Notwithstanding Section 17(f), the Committee may, to the extent permitted
by applicable law permit a Holder to assign the rights to exercise Options or Right s to a
trust or to exercise options or rights in favor of a trust, provided that, in the case of
Incentive Stock Options, such exercise in favor of a trust shall be permitted only if and
to the extent that such exercise is not deemed to be a transfer to or exercise by someone
other than the Holder in contravention of Section 422A(b)(5) of the Code.
(h) Whenever a Holder is entitled to receive cash in lieu of a fractional sha re,
recognizing that such payment may be deemed a sale of the underlying Common Stock
under Section 16 of the Securities Exchange Act of 1934, as amended, the Holder may
alternatively elect, at least six months in advance of the payment date, t o receive the
cash payment or to forfeit his or her rights to such cash payment. This election wil l be
evidenced in the Incentive Award agreement.
(i) This Plan shall be governed by the laws of the State of California. 18.Amendment and Termination of the Plan. The Board of Directors or the
Committee will have the power, in its discretion, to amend, suspend, or terminate the
Plan at any time. Except as provided in Section 16 of the Plan, no such amendment
will, without approval of the shareholders of SCEcorp, materially increase the number
of shares of Common Stock which may be issued under the Plan.
The Company may, with the consent of SCEcorp and the Holder, make such
modifications in the terms and conditions of any Incentive Award as it deems advisable
or cancel the Incentive Award (with or without consideration). No amendment,
suspension, or termination of the Plan will, without the consent of the Holder, alter,
terminate, impair, or adversely affect any right or obligation under any Incentive
Award previously granted under the Plan.
19.Termination of Employment.
(a) A Stock Appreciation Right or an Options held by a person who was an
employee of the Company at the time such Right or Option was granted will expire
immediately if and when the Holder ceases to be an employee of an SCEcorp affil iate,
except as follows:
(i) If the employment of a Participant is terminated by the Company
other than for cause, then the Stock Appreciation Rights and Options will
expire six months thereafter unless the terms of the Incentive Award agreement
specify otherwise. For purposes of this provision, termination "for cause" shall
include, but shall not be limited to, termination because of dishonesty, criminal
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1994 Jefren Publishing Company, Inc. 18-280
offense, or violation of work rule, and shall be determined by, and in the sole
discretion of, the Company. During the six-month period, the Stock
Appreciation Rights and Options may be exercised in accordance with their
terms, but only to the extent exercisable on the date of termination of
employment.
(ii) If a Participant dies or becomes permanently and totally disabled
while employed by the Company, the Stock Appreciation Rights and Options of
the Participant will expire three years after the date of death or permanent and
total disability unless the terms of the Incentive Award agreement specify
otherwise. If the Participant dies or becomes permanently and totally disabled
within the six-month period referred to in subparagraph (i) above, the Stock
STOCK OPTIONS§18.301
March 1994 18-281
Appreciation Rights and Options will expire six months after the date of death
or permanent and total disability, unless the terms of the Incentive Award
agreement specify otherwise.
(b) In the event a Holder of other Incentive Awards ceases to be an employee
of an SCEcorp affiliate, all such Incentive Awards will terminate except in the case of
retirement, death, or permanent and total disability. To be eligible for the ful l amount
of any such Incentive Award, an individual must have been a Participant for the entire
three-year period to which the Incentive Award applies. Pro-rata awards may be
distributed to Participants who are discharged or who terminate their employment for
reasons other than incompetence, misconduct or fraud, or who retired or became
disabled during the incentive period, or who were Participants for less than the full
incentive period. A pro-rata award may be made to a Participant's designated
beneficiary in the event of death of a Participant during an incentive period pri or to an
award being made.
(c) The Committee may in its sole discretion determine, with respect to an
Incentive Award, that any Holder who is on a leave of absence for any reason will be
considered as still in the employ of the Company, provided that rights to such Incentive
Award during an unpaid leave of absence will be limited to the extent to which suc h
right was earned or vested at the commencement of such leave of absence.
(d) The Committee may vary the strict requirements of this Section 19 by
agreement at the time of grant, or on a case-by-case basis thereafter, as it dee ms
appropriate and in the best interests of SCEcorp. The Committee may accelerat e the
vesting of all, or a portion of any award, and may extend the above-described exercise
periods to as long as the term provided in the original Incentive Award agreement.
20.Effective Date of Plan and Duration of Plan. This Plan will become effective on
January 1, 1992, subject, however, to approval by the stockholders of SCEcorp at their next
annual meeting or at any adjournment thereof, within twelve (12) months following the date
of its adoption by the Board of Directors. Unless previously terminated by the Board of
Directors, the Plan will terminate on January 1, 2002.
