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EXHIBIT 10.38
PG&E CORPORATION
LONG-TERM INCENTIVE PROGRAM
PERFORMANCE SHARE AGREEMENT
PG&E CORPORATION, a California corporation, hereby grants
Performance Shares to the Recipient named
below. The Performance Shares have
been awarded under the PG&E Corporation
Long-Term Incentive Program (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: January 2, 2004
Name of
Recipient:______________________________________________________________
Recipient's Social Security Number:
_____-____-_____
Number of Performance
Shares:___________________________________________________
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 THIS AGREEMENT. YOU ARE ALSO
ACKNOWLEDGING RECEIPT OF THIS AGREEMENT AND A COPY
OF THE PROSPECTUS DESCRIBING THE LTIP AND THE
PERFORMANCE SHARES DATED JANUARY 1, 2004.
Recipient:
_____________________________________________________________________
(Signature)
Attachment
Please return your
signed Agreement to PG&E Corporation, Human Resources,
One Market Street, Spear
Street Tower, Suite 400, San Francisco, California
94105
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PG&E CORPORATION
LONG-TERM INCENTIVE PROGRAM
PERFORMANCE SHARE AGREEMENT
THE LTIP AND
This Agreement constitutes the entire understanding
OTHER
between you and PG&E Corporation regarding the
AGREEMENTS
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superseded.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.
GRANT OF
PG&E Corporation
grants you the number
of
PERFORMANCE
Performance Shares shown on the cover sheet of this
SHARES
Agreement. The Performance Shares are subject to the
terms and conditions of this Agreement and the LTIP.
VESTING OF
As long as you remain employed with PG&E Corporation
PERFORMANCE
(or any of its subsidiaries), the Performance Shares
SHARES
will vest on the first business day of January (the
"Vesting Date") of the third year following the date
of grant specified in the cover sheet. Except as
described below, all Performance Shares subject to
this Agreement that have not vested shall be
forfeited upon termination of your employment.
PAYMENT OF
Upon the Vesting Date, PG&E Corporation's total
PERFORMANCE
shareholder return (TSR) will be compared to the TSR
SHARES
of the fifteen 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 25th percentile of the comparator group; TSR at
the 25th percentile will result in a 25% payout of
Performance Shares; TSR at the 75th percentile will
result in a 100% payout of Performance Shares; and
TSR at the 90th percentile or greater will result in
a
200% payout of Performance Shares. The payment will
equal the product of the number of vested Performance
Shares, the payout percentage, and the average price
of a share of PG&E Corporation common stock for the
last 30 calendar days of the year preceding the
Vesting Date. Payments will be made in January of the
year in which the Vesting Date occurs.
VOLUNTARY
If you terminate your employment with PG&E
TERMINATION
Corporation (or any of its subsidiaries) voluntarily
before the Vesting Date, all of the Performance
Shares shall be cancelled as of the date of such
termination.
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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
