Exhibit 10.13
PG&E CORPORATION
2006 LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE GRANT
PG&E CORPORATION , a California corporation, hereby
grants Performance Shares to the Recipient named
below. The Performance Shares have been granted under
the PG&E Corporation 2006 Long-Term Incentive Plan, as amended
on February 15, 2006 and December 20, 2006 (the
“LTIP”). The terms and conditions of the
Performance Shares are set forth in this cover sheet and the
attached Performance Share Agreement (the
“Agreement”).
Date
of Grant:
November
6, 2007
Name
of Recipient:
MORROW,
WILLIAM
T.
Last
Four Digits of Recipient’s Social Security Number:
--8024
Number
of Shares of Restricted Stock Granted:
22,480
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. You are also
acknowledging receipt of this Grant, the attached Agreement, and a
copy of the prospectus describing the LTIP and the Performance
Shares dated January 1, 2007.
Recipient:
/s/
William T.
Morrow
(Signature)
Attachment
Please sign and return to PG&E Corporation, Human
Resources,
One Market, Spear Tower, Suite 400, San Francisco, California
94105
PG&E CORPORATION 2006 LONG-TERM INCENTIVE PLAN
(“LTIP”)
PERFORMANCE SHARE 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 Performance Shares, 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commitments or negotiations are superseded.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.
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
Performance Shares
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PG&E
Corporation grants you the number of Performance Shares shown
on the cover sheet of this Agreement. The
Performance Shares are subject to the terms and conditions of
this Agreement and the LTIP.
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Vesting of
Performance Shares
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As
long as you remain employed with PG&E Corporation, the
Performance Shares will vest on the first business day of
January (the “Vesting Date”) of
2011. Except as described below, all Performance
Shares subject to this Agreement that have not vested shall be
forfeited upon termination of your employment.
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Payment of
Performance Shares
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Upon
the Vesting Date, PG&E Corporation’s total
shareholder return (TSR) will be compared to the TSR of the
twelve other companies in PG&E Corporation’s
comparator group 1
for the prior three calendar years (the “Performance
Period”). Subject to rounding considerations,
there will be no payout for TSR below the 25 th
percentile of the comparator group; TSR at the 25 th
percentile will result in a 25% payout of Performance Shares;
TSR at the 75 th
percentile will result in a 100% payout of Performance Shares;
and TSR in the top rank will result in a 200% payout of
Performance Shares. The following table sets forth
the payout percentages for the various TSR rankings that could
be achieved:
Number of Companies in
Total (Including
PG&E)
13
Performance Rounded
Rank Percentile Payout
1 100% 200%
2 92% 170%
3 83% 130%
4 75% 100%
5 67% 90%
6 58% 75%
7 50% 65%
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1 The identities of the companies currently comprising the
comparator group are included in the
prospectus. PG&E Corporation reserves the right to
change the companies comprising the comparator group at any
time.
A-1
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8 42% 50%
9 33% 35%
10 25% 25%
11 17%
0%
12 8%
0%
13 0% 0%
The
payment will equal the product of the number of vested
Performance Shares, the applicable payout percentage, and the
average closing price of a share of PG&E Corporation
common stock for the last 30 calendar days of the year
preceding the Vesting Date as reported on the New York Stock
Exchange. Payments, if any, will be made as soon as
practicable following the date that the Nominating,
Compensation, and Governance Committee of the PG&E
Corporation Board of Directors certifies the TSR percentile
rank over the Performance Period pursuant to Section 10.5(a)
of the LTIP.
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Dividends
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Each
time that PG&E Corporation declares a dividend on its
shares of common stock, an amount equal to the dividend
multiplied by the number of Performance Shares granted to you
by this Agreement shall be accrued on your
behalf. If you receive a Performance Share payout
in accordance with the preceding paragraph, you shall also
receive a cash payment equal to the amount of any dividends
accrued over the Performance Period multiplied by the same
payout percentage used to determine the amount of the
Performance Share payout.
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Voluntary Termination
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If
you terminate your employment with PG&E Corporation
voluntarily before the Vesting Date, all of the Performance
Shares shall be cancelled as of the date of such termination
and any dividends accrued with respect to your Performance
Shares shall be forfeited.
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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 of
the Performance Shares shall be cancelled as of the date of
such termination and any dividends accrued with respect to
your Performance Shares shall be forfeited. 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, your unvested Performance Shares will vest
proportionally based on the number of months during the
Performance Period that you were employed (rounded down)
divided by the number of months in
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