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The
LTIP and Other Agreements
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This
Agreement constitutes the entire understanding between you and PG&E
Corporation regarding the Restricted Stock Units, subject to the terms of
the LTIP. Any prior agreements, commitments, or negotiations
are superseded. In the event of any conflict or inconsistency
between the provisions of this Agreement and the LTIP, the LTIP shall
govern. Capitalized terms that are not defined in this
Agreement are defined in the LTIP. In the event of any conflict
between the provisions of this Agreement and the PG&E Corporation
Officer Severance Policy, this Agreement shall govern. For purposes of
this Agreement, employment with PG&E Corporation shall mean employment
with any member of the Participating Company Group.
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Grant
of Restricted Stock Units
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PG&E
Corporation grants you the number of Restricted Stock Units shown on the
cover sheet of this Agreement. The Restricted Stock Units are
subject to the terms and conditions of this Agreement and the
LTIP.
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Vesting
of Restricted Stock Units
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As
long as you remain employed with PG&E Corporation, 20 percent of the
total number of Restricted Stock Units originally subject to this
Agreement, as shown above on the cover sheet, will vest on the first
business day of March of each of the first, second and third years
following the Date of Grant, and the additional 40 percent of the total
number of shares of Restricted Stock Units will vest on the on the first
business day of March of the fourth year following the Date of Grant
(collectively, the “Normal Vesting Schedule”). The amounts
payable upon each vesting date are hereby designated separate payments for
purposes of Code Section 409A. Except as described below, all
Restricted Stock Units subject to this Agreement which have not vested
upon termination of your employment shall then be automatically cancelled.
As set forth below, the Restricted Stock Units may vest earlier upon the
occurrence of certain events.
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Dividends
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Restricted
Stock Units will accrue Dividend Equivalents in the event cash dividends
are paid with respect to PG&E Corporation common stock having a record
date prior to the date on which the Restricted Stock Units are
settled. Such Dividend Equivalents will be converted into cash
and paid, if at all, upon settlement of the underlying Restricted Stock
Units.
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Settlement
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Vested
Restricted Stock Units will be settled in an equal number of shares of
PG&E Corporation common stock. PG&E Corporation shall
issue such shares as soon as practicable after the Restricted Stock Units
vest in accordance with the Normal Vesting Schedule (but not later than
sixty (60) days after the applicable vesting date); provided, however,
that such issuance shall, if earlier, be made with respect to all of your
outstanding vested Restricted Stock Units (after giving effect to the
vesting provisions described below) as soon as practicable after (but not
later than sixty (60) days after) the earliest to occur of your (1)
Disability (as defined under Code Section 409A), (2) death or (3)
“separation from service,” within the meaning of Code Section 409A within
2 years following a Change in Control.
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Voluntary
Termination
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In
the event of your voluntary termination (other than Retirement), all
unvested Restricted Stock Units will be cancelled on the date of
termination and any associated Dividend Equivalents that have not yet been
converted shall be forfeited on the date of termination.
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Retirement
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In
the event of your Retirement, unvested Restricted Stock Units will
continue to vest and be settled pursuant to the Normal Vesting Schedule
(without regard to the requirement that you be employed), subject to the
earlier settlement provisions of this Agreement; provided, however that in
the event of your Retirement within 2 years following a Change in Control,
all of your Restricted Stock Units shall vest and be settled as soon as
practicable after (but not later than sixty (60) days after) the date of
such event. Your voluntary termination of employment will be
considered to be a Retirement if you are both age 55 or older on the date
of termination and if you were employed by PG&E Corporation for at
least five consecutive years ending on the date of termination of your
employment.
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Termination
for Cause
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If
your employment with PG&E Corporation is terminated at any time by
PG&E Corporation for cause, all unvested Restricted Stock Units will
be cancelled on the date of termination. In general,
termination for “cause” means termination of employment because of
dishonesty, a criminal offense or violation of a work rule, and will be
determined by and in the sole discretion of PG&E
Corporation.
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Termination
other than for Cause
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If
your employment with PG&E Corporation is terminated by PG&E
Corporation other than for cause and you are an officer in Bands 1-5, any
unvested Restricted Stock Units that would have vested during the period
of the “Severance Multiple” under the Officer Severance Policy will
continue to vest and be settled pursuant to the Normal Vesting Schedule
(without regard to the requirement that you be employed), subject to the
earlier settlement provisions of this Agreement. In the event
of your involuntary termination other than for cause, if you are not an
officer in Bands 1-5, any unvested Restricted Stock Units that would have
vested within the 12 months following such termination had your employment
continued will continue to vest and be settled pursuant to the Normal
Vesting Schedule (without regard to the requirement that you be employed),
subject to the earlier settlement provisions of this
Agreement. All other unvested Restricted Stock Units will be
cancelled on the date of termination.
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Death/Disability
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In
the event of your death or Disability while you are employed, all of your
Restricted Stock Units shall vest and be settled as soon as practicable
after (but not later than sixty (60) days after) the date of such
event. If your death or Disability occurs following the
termination of your employment and your Restricted Stock Units are then
outstanding under the terms hereof, then all of your vested Restricted
Stock Units plus any Restricted Stock Units that would have otherwise
vested during any continued vesting period hereunder shall be settled as
soon as practicable after (but not later than sixty (60) days after) the
date of your death or Disability.
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Termination
Due to Disposition of Subsidiary
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(1)
If your employment is terminated (other than termination for
cause, your voluntary termination, or your Retirement) by
reason of a divestiture or change in control of a subsidiary of PG&E
Corporation, which divestiture or change in control results in such
subsidiary no longer qualifying as a subsidiary corporation under Section
424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), or
(2) if your employment is terminated (other than termination for cause,
your voluntary termination, or your Retirement) coincident with the sale
of all or substantially all of the assets of a subsidiary of PG&E
Corporation, the Restricted Stock Units shall vest and be settled in the
same manner as for a “Termination other than for Cause” described
above.
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Change
in Control
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In
the event of a Change in Control, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the
case may be (the “Acquiror”), may, without your
consent, either assume or continue PG&E Corporation’s rights and
obligations under this Agreement or provide a substantially equivalent
award in substitution for the Restricted Stock Units subject to this
Agreement.
If
the Restricted Stock Units are neither assumed nor continued by the
Acquiror or if the Acquiror does not provide a substantially equivalent
award in substitution for the Restricted Stock Units, all of your unvested
Restricted Stock Units shall automatically vest immediately preceding and
contingent on, the Change in Control and be settled in accordance with the
Normal Vesting Schedule, subject to the earlier settlement provisions of
this Agreement.
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Termination
In Connection with a Change in Control
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If
you separate from service (other than termination for cause, your
voluntary termination, or your Retirement) in connection with a Change in
Control within three months before the Change in Control occurs or within
two years following the Change in Control, all of your outstanding
Restricted Stock Units (to the extent they did not previously vest upon,
for example, failure of the Acquiror to assume or continue this Award)
shall automatically vest on the date of the Change in Control or the date
of such separation, whichever is later. In the event of such a
separation in connection with a Change in Control within two years
following the Change in Control, your Restricted Stock Units will be
settled as soon as practicable after (but not later than sixty (60) days
after) the date of such separation. In the event of such a
separation in connection with a Change in Control within three months
before the Change in Control occurs, your Restricted Stock Units will be
settled in accordance with the Normal Vesting Schedule (without regard to
the requirement that you be employed) subject to the earlier settlement
provisions of this Agreement.
PG&E
Corporation shall have the sole discretion to determine whether
termination of your employment was made in connection with a Change in
Control.
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Delay
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PG&E
Corporation shall delay the issuance of any shares of common stock to the
extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code
(relating to payments made to certain “key employees” of certain
publicly-traded companies); in such event, any shares of common stock to
which you would otherwise be entitled during the six (6) month period
following the date of your “separation from service” under Section 409A
(or shorter period ending on the date of your death following such
separation) will instead be issued on the first business day following the
expiration of the applicable delay period.
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Withholding
Taxes
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Prior to any event in connection with the
Restricted Stock Units (e.g., vesting) that PG&E Corporation
determines may result in any tax withholding obligation, whether United
States federal, state, local, or
non-U.S., including any social insurance, employment tax, payment on
account, or other tax-related obligation (the “Tax
Withholding Obligation”), you must arrange for the satisfaction of the
amount of such Tax Withholding Obligation in a manner acceptable to
PG&E Corporation.
PG&E
Corporation may, at its discretion, provide you with one or more of the
following methods to satisfy your Tax Withholding Obligation:
● Sell shares of PG&E Corporation common stock issuable
to you and use the sales proceeds to pay the amount due. (PG&E
Corporation may be able to assist you in selling your shares through a
broker so that you can use the sales proceeds to satisfy applicable
taxes.)
● Pay
the amount due by cash or check.
●
Instruct PG&E Corporation to withhold from the shares of PG&E
Corporation common stock issuable to you a number of whole shares of Stock
having a Fair Market Value, as determined by PG&E Corporation, equal
to all or any part of the amount due, up to the amount of your Tax
Withholding Obligation calculated using the applicable minimum statutory
withholding rates. If the withheld shares were not
sufficient to satisfy your minimum Tax Withholding Obligation, you would be required to pay, as soon as practicable, including through
additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the withholding of shares described
above.
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Leaves
of Absence
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For
purposes of this Agreement, if you are on an approved leave of absence
from PG&E Corporation, or a recipient of PG&E Corporation
sponsored disability benefits, you will continue to be considered as
employed. If you do not return to active employment upon the
expiration of your leave of absence or the expiration of your PG&E
Corporation sponsored disability benefits, you will be considered to have
voluntarily terminated your employment. See above under
“Voluntary Termination.”
Notwithstanding
the foregoing, if the leave of absence exceeds six (6) months, and a
return to service upon expiration of such leave is not guaranteed by
statute or contract, then you shall be deemed to have had a “separation
from service” for purposes of any Restricted Stock Units that are settled
hereunder upon such separation. To the extent an authorized
leave of absence is due to a medically determinable physical or mental
impairment that can be expected to result in death or to last for a
continuous period of at least six (6) months and such impairment causes
you to be unable to perform the duties of your position of employment or
any substantially similar position of employment, the six (6) month period
in the prior sentence shall be twenty-nine (29) months.
PG&E
Corporation reserves the right to determine which leaves of absence will
be considered as continuing employment and when your employment terminates
for all purposes under this Agreement.
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Voting
and Other Rights
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You
shall not have voting rights with respect to the Restricted Stock Units
until the date the underlying shares are issued (as evidenced by
appropriate entry on the books of PG&E Corporation or its duly
authorized transfer agent).
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No
Retention Rights
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This
Agreement is not an employment agreement and does not give you the right
to be retained by PG&E Corporation. Except as otherwise
provided in an applicable employment agreement, PG&E Corporation
reserves the right to terminate your employment at any time and for any
reason.
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Applicable
Law
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This
Agreement will be interpreted and enforced under the laws of the State of
California.
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