2005
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
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2. Definitions.....................................................................................................................1
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3. Employer
Contributions..............................................................................................3
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4. Eligible
Employee
Deferrals........................................................................................4
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5. Investment
Funds....................................................................................................... 5
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6. Accounting.................................................................................................................. 6
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7. Distributions ................................................................................................................6
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8. Distribution
Due to Unforeseeable Emergency (Hardship
Distribution).............8
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9. Domestic
Relations
Orders......................................................................................... 9
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10. Vesting........................................................................................................................ 9
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11. Administration
of the
Plan....................................................................................... 9
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12. Funding...................................................................................................................... 10
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13. Modification
or Termination of
Plan...................................................................... 10
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14. General
Provisions ................................................................................................... 10
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2005 SUPPLEMENTAL RETIREMENT
SAVINGS PLAN
This is the controlling and definitive statement
of the PG&E CORPORATION (“ PG&E CORP ”)
2005 Supplemental Retirement Savings Plan (the “ Plan
”). The Plan was amended for compliance with the
final Code Section 409A regulations effective as of January 1,
2009. Except as provided herein, the Plan is generally
effective as of January 1, 2005, with respect to all individuals
who are Eligible Employees as of such date. The Plan
continues the benefit program embodied in the PG&E Corporation
Supplemental Retirement Savings Plan (the “ Prior Plan
”). Benefits accrued under the Prior Plan continue
to be payable under the Prior Plan pursuant to the terms and
conditions of the Prior Plan.
1. Purpose of the
Plan . The Plan is established and is maintained for
the benefit of a select group of management and highly compensated
employees of PG&E CORP and its Participating Subsidiaries in
order to provide such employees with certain deferred compensation
benefits. The Plan is an unfunded deferred compensation
plan that is intended to qualify for the exemptions provided in
Sections 201, 301, and 401 of ERISA.
2. Definitions
. The following words and phrases shall have the
following meanings unless a different meaning is plainly required
by the context:
(a) “ Basic
Employer Contributions ” shall mean the amounts credited
to Eligible Employees’ Accounts under the Plan by the
Employers, in accordance with Section 3(c).
(b) “ Board
of Directors ” shall mean the Board of Directors of
PG&E CORP, as from time to time constituted.
(c) “
Code ” shall mean the Internal Revenue Code of 1986,
as amended. Reference to a specific section of the Code
shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation
amending, supplementing, or superseding such section.
(d) “
Committee ” shall mean the Nominating, Compensation
and Governance Committee of the Board, as it may be constituted
from time to time.
(e) “
Eligible Employee ” shall mean an Employee
who:
(1) Is an officer of
PG&E CORP or any Participating Subsidiary and who is in Officer
Band 5 or above; or
(2) Is a key employee
of PG&E CORP or any Participating Subsidiary and who is
designated by the Plan Administrator as eligible to participate in
the Plan.
(f) “
Eligible Employee’s Account ” or “
Account ” shall mean as to any Eligible Employee, the
separate account maintained on the books of the Employer in
accordance with Section 6(a) in order to reflect his or her
interest under the Plan. Accounts shall be centrally
administered by the Plan Administrator or its designee.
(g) “
Employee ” shall mean an individual who is treated in
the records of an Employer as an employee of the Employer, who is
not on an unpaid leave of absence, and/or who is not covered by a
collective bargaining agreement; provided, however, such term shall
not mean an individual who is a “leased employee” or
who has entered into a written contract or agreement with an
Employer which explicitly excludes such individual from
participation in an Employer’s benefit plans. The
provisions of this definition shall govern, whether or not it is
determined that an individual otherwise meets the definition of
“common law” employee.
(h) “
Employers ” shall mean PG&E CORP and the
Participating Subsidiaries designated by the Employee Benefit
Committee of PG&E CORP. An initial list of the
Employers is contained in Appendix A to this Plan.
(i) “
ERISA ” shall mean the Employee Retirement Income
Security Act of 1974, as amended. Reference to a
specific section of ERISA shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of
any future legislation amending, supplementing, or superseding such
section.
(j) “
Investment Funds ” shall mean the investment funds
established by the Board of Directors and reflected from time to
time on Appendix B. The Investment Funds shall be used
for tracking phantom investment results under the Plan.
(k) “
Matching Employer Contributions ” shall mean the
amounts credited to Eligible Employees’ Accounts under the
Plan by the Employers, in accordance with Section 3(b).
(l) “
Participating Subsidiary ” shall mean a United
States-based subsidiary of PG&E CORP, which has been designated
by the Employee Benefit Committee of PG&E CORP as a
Participating Subsidiary under this Plan and which has agreed to
make payments or reimbursements with respect to its Eligible
Employees pursuant to Section 14(d). At such times and
under such conditions as the Committee may direct, one or more
other subsidiaries of PG&E CORP may become Participating
Subsidiaries or a Participating Subsidiary may be withdrawn from
the Plan. An initial list of the Participating
Subsidiaries is contained in Appendix A to this Plan.
(m) “
PG&E CORP ” shall mean PG&E Corporation, a
California corporation.
(n) “
Plan ” shall mean the PG&E Corporation 2005
Supplemental Retirement Savings Plan, as set forth in this
instrument and as heretofore and hereafter amended from time to
time.
(o) “ Plan
Yea r” shall mean the calendar year.
(p) “ Prior
Plan ” shall mean the PG&E Corporation Supplemental
Retirement Savings Plan.
(q) “
Retirement ” or “ Retire ” shall
mean an Eligible Employee’s Separation from Service, provided
that the Eligible Employee is at least 55 years of age and has been
employed by an Employer for at least five years.
(r) “RSP”
shall mean, with respect to any Eligible Employee, the PG&E
Corporation Retirement Savings Plan or any predecessor qualified
retirement plan sponsored by PG&E CORP or any of its subsidiary
companies.
(s) “Separation
from Service” shall mean an Eligible Employee’s
“separation form service” within the meaning of Code
Section 409A(a)(2)(A)(i) and related Treasury Regulations and other
guidance, as determined by the Plan Administrator in its
discretion.
(t) “Valuation
Date” shall mean:
(1) For purposes of
valuing Plan assets and Eligible Employees’ Accounts for
periodic reports and statements, the date as of which such reports
or statements are made; and
(2) For purposes of
determining the amount of assets actually distributed to the
Eligible Employee, his or her beneficiary, or an Alternate Payee
(or available for withdrawal), a date that shall not be more than
seven business days prior to the date the check is issued to the
Eligible Employee.
In any other case, the Valuation
Date shall be the date designated by the Plan Administrator (in its
discretion) or the date otherwise set forth in this
Plan. In all cases, the Plan Administrator (in its
discretion) may change the Valuation Date, on a uniform and
nondiscriminatory basis, as is necessary or
appropriate. Notwithstanding the foregoing, the
Valuation Date shall occur at least annually.
3. Employer
Contributions .
(a) Matching
Employer Contributions . Subject to the provisions
of Section 13, the Eligible Employee’s Account shall be
credited for each Plan Year with a Matching Employer Contribution,
calculated in the manner provided in Sections 3(a)(1), (2), and (3)
below:
(1) First, an amount
shall be calculated equal to the maximum matching contribution that
would be made under the terms of the RSP, taking into account for
such Plan Year the amount of pre-tax deferrals and after-tax
contributions the Eligible Employee elected under the
RSP. For purposes of this calculation, any amounts
deferred under Subsection 4(a) of this Plan shall be treated as
pre-tax deferrals under the RSP.
(2) The calculation
made in accordance with this Section 3(a)(1) above shall be made
without regard to any limitation on such amounts under the RSP
resulting from the application of any of the limitations under Code
Sections 401(m), 401(a)(17), or 415.
(3) The Employer
Matching Contribution to be credited to the Account of an Eligible
Employee for any Plan Year shall equal the amount calculated in
accordance with Sections 3(a)(1) and (2) above, reduced by the
amount of matching contribution made to such Eligible
Employee’s account for such Plan Year under the
RSP.
(b) Crediting of
Matching Employer Contributions . Matching Employer
Contributions shall be calculated and credited to the Eligible
Employee’s Account as of the first business day of February
of the calendar year following the Plan Year and shall be credited
only
if the Eligible Employee is an
Employee on the last day of Plan Year for which the amounts are
credited. All such amounts shall be invested in the SRSP
Stable Value Fund.
(c) Basic Employer
Contributions . Subject to the provisions of Section
13, the Account of each Eligible Employee shall be credited for
each Plan Year with a Basic Employer Contribution, calculated in
the manner provided in Sections 3(c)(1), (2), and (3)
below:
(1) First, an amount
shall be calculated equal to the Basic Employer Contribution that
would be made under the terms of the RSP, taking into account for
such Plan Year the Eligible Employee’s Covered Compensation
under the RSP, before any deductions for compensation deferrals
elected by such Eligible Employee under Subsection 4(a) of this
Plan. For Eligible Employees as defined by Section
2(e)(1) of this Plan, compensation shall also reflect such Eligible
Employee’s Short-Term Incentive Plan awards.
(2) The calculation
made in accordance with this Section 3(c)(1) above shall be made
without regard to any limitation on such amounts under the RSP
resulting from the application of any of the limitations under Code
Sections 401(a)(4), 401(a)(17), or 415.
(3) The Employer
Contribution to be credited to the Account of an Eligible Employee
for any Plan Year shall equal the amount calculated in accordance
with Sections 3(c)(1) and (2) above, reduced by the amount of Basic
Employer Contributions made to such Eligible Employee’s
account for such Plan Year under the RSP.
(d) Crediting of
Basic Employer Contributions . The Employer
Contribution attributable to an Eligible Employee’s Short
Term Incentive Plan award shall be credited to an Eligible
Employee’s Account as of the first business day of the month
following the date on which the Short-Term Incentive Plan award is
paid. All other Employer Contributions made in respect
of an Eligible Employee shall be credited to the Eligible
Employee’s Account as of the first business day of February
of the calendar year following the Plan Year and shall be credited
only if the Eligible Employee is an Employee on the last day of the
Plan Year for which the amounts are credited. All such
amounts shall be invested in the SRSP Stable Value Fund.
(e) FICA Taxes
. Each Eligible Employee shall be responsible for FICA
taxes on amounts credited to his or her Account under Sections 3
and 4(d).
4. Eligible
Employee Deferrals .
(a) Amount of
Deferral . An Eligible Employee may defer (i) 5
percent to 50 percent of his or her annual salary; and (ii) all or
part of his or her Short Term Incentive Plan awards, Long-Term
Incentive Plan (LTIP) awards (other than stock options), Perquisite
Allowances, and any other special payments, awards, or bonuses as
authorized by the Plan Administrator.
(b) Credits to
Accounts . Salary deferrals shall be credited to an
Eligible Employee’s Account as of each payroll
period. All other deferrals attributable to allowances,
awards, bonuses, and other payments shall be credited as of the
date that they otherwise would have been paid.
(c) Deferral
Election . An Eligible Employee must file an
election form with the Plan Administrator which indicates the
percentage of salary and the amount of any awards, allowances,
payments, and bonuses to be deferred under the Plan. The
election shall occur no later than December 31 (or such earlier
date established by the Plan Administrator) of the calendar year
next preceding the service year (within the meaning of Treasury
Regulation Section 1.409A-2(a)(3)). Notwithstanding the
foregoing, to the extent permitted under Treasury Regulation
Section 1.409A-2(a)(7), upon first becoming an Eligible Employee,
an election to defer shall be effective for compensation to be
earned for services performed beginning in the month following the
filing of a Deferral Election Form, provided said Form is filed
within 30 days following the date when the employee first becomes
an Eligible Employee. Notwithstanding the foregoing, in
the case of performance-based compensation (within the meaning of
Treasury Regulation Section 1.409A-1(e)), the election may be made
with respect to such performance-based compensation on or before
the date that is six months before the end of the applicable
performance period to the extent permitted under Treasury
Regulation Section 1.409A-2(a)(8). The Plan
Administrator may, in its sole discretion, permit elections to made
under other timing rules that comply with Code Section
409A.
(d) Deferral of
Special Incentive Stock Ownership Premiums . All of
an Eligible Employee’s Special Incentive Stock Ownership
Premiums are automatically deferred to the Plan immediately upon
grant and converted into units in the PG&E CORP Phantom Stock
Fund. The units attributable to Special Incentive Stock
Ownership Premiums and any additional units resulting from the
conversion of dividend equivalents thereon remain unvested until
the earlier of the third anniversary of the date on which the
Special Incentive Stock Ownership Premiums are credited to an
Eligible Employee’s account (provided the Eligible Employee
continues to be employed on such date), death, disability (within
the meaning of Section 22(e)(3) of the Internal Revenue Code), or
Retirement of the participant, or upon a Change in Control (as
defined in the LTIP). Unvested units attributable to
Special Incentive Stock Ownership Premiums and any additional units
resulting from the conversion of dividend equivalents thereon shall
be forfeited upon termination of the Eligible Employee’s
employment (unless otherwise provided in the PG&E Corporation
Executive Stock Ownership Program or the PG&E Corporation
Officer Severance Plan) or if an Eligible Employee’s stock
ownership falls below the levels set forth in the Executive Stock
Ownership Program.
5. Investment
Funds . Although no assets will be segregated or
otherwise set aside with respect to an Eligible Employee’s
Account, the amount that is ultimately payable to the Eligible
Employee with respect to such Account shall be determined as if
such Account had been invested in some or all of the Investment
Funds. The Plan Administrator, in its sole discretion,
shall adopt (and modify from time to time) such rules and
procedures as it deems necessary or appropriate to implement the
deemed investment of the Eligible Employees’
Accounts. Such procedures generally shall provide that
an Eligible Employee’s Account shall be deemed to be invested
among the available Investment Funds in the manner elected by the
Eligible Employee in such percentages and manner as prescribed by
the Plan Administrator. In the event no election has
been made by the Eligible Employee, such Account will be deemed to
be invested in the SRSP
