Exhibit
10.11
PG&E
CORPORATION
2006 LONG-TERM INCENTIVE
PLAN
AMENDMENT AND RESTATEMENT
OF
RESTRICTED STOCK UNIT
GRANT
PG&E CORPORATION
, a California corporation, granted
24,875 Restricted Stock Units to Peter A. Darbee (the
“Recipient”) on May 9, 2008 under the PG&E
Corporation 2006 Long-Term Incentive Plan, as amended on February
15, 2006, December 20, 2006, and October 17, 2007 (the
“LTIP”). Effective January 1, 2009, PG&E
Corporation and Recipient hereby agree to amend and restate the
terms and conditions of such grant of Restricted Stock Units as set
forth in the attached Amended and Restated Restricted Stock Unit
Agreement (the “Agreement”) in order to make changes to
comply with Section 409A of the Internal Revenue Code of 1986
(“Code Section 409A”).
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement. You and PG&E Corporation agree to execute
such further instruments and to take such further action as may
reasonably be necessary to carry out the intent of the attached
Agreement.
Recipient:
PETER
A.
DARBEE
(Signature)
Attachment
Please sign and return to
PG&E Corporation, Human Resources,
One Market, Spear Tower, Suite
400, San Francisco, California 94105
This document constitutes part of
a
Prospectus covering securities
that
have been registered under
the
Securities Act of 1933, as
amended.
PG&E
CORPORATION
2006 LONG-TERM INCENTIVE
PLAN
AMENDED AND
RESTATED
RESTRICTED STOCK UNIT
AGREEMENT
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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are superseded.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 or inconsistency
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, 100 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 January of
2013 (the “Vesting Date”). Except as
described below, all Restricted Stock Units subject to this
Agreement which have not vested shall be cancelled upon termination
of your employment.
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Dividends
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Restricted Stock Units will accrue
Dividend Equivalents that will be converted into additional
Restricted Stock Units based on the Fair Market Value of a share of
PG&E Corporation common stock on the dividend payment
date. Such additional Restricted Stock Units will be
subject to the same terms and conditions as 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 upon Vesting
Date (but not later than ninety (90) days after the Vesting Date);
provided, however, that such issuance shall 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 ninety (90) days after) your
separation from service (within the meaning of Code Section 409A),
if such separation occurs earlier than the Vesting Date.
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Voluntary Termination/
Retirement 1
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In the event of your voluntary
termination/Retirement, a prorated portion of the Restricted Stock
Units will vest at the time of your separation from service in
accordance with the percentage of time you were employed with
PG&E Corporation during the vesting period. All
other unvested Restricted Stock Units shall be cancelled on the
date of termination.
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Termination for
Cause
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If your employment with PG&E
Corporation is terminated by PG&E Corporation for cause before
the Vesting Date, all 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 before the Vesting Date, a prorated portion of the Restricted
Stock Units will vest at the time of your separation
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