Exhibit 10.1
PG&E
CORPORATION
2006 LONG-TERM INCENTIVE
PLAN
AMENDMENT - RESTRICTED STOCK
AGREEMENT
PG&E CORPORATION
, a California corporation, and
Peter A. Darbee (the “Recipient”) hereby agree to amend
the terms of the Restricted Stock Agreement (as
amended, the “Agreement”) describing the
January 3, 2007 grant of 21,155 shares of PG&E Corporation
restricted common stock (the “Restricted Stock”) to the
Recipient 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”). The effective
date of this amendment is May 9, 2008.
The following sections of the
Agreement are amended to read as set forth below.
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SECTION OF
AGREEMENT
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NEW
LANGUAGE
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The LTIP and Other
Agreements
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This Agreement (as amended)
constitutes the entire understanding between you and PG&E
Corporation regarding the Restricted Stock, 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negotiations are superseded.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. In the event of any
conflict or inconsistency between the provisions of the Agreement
and the Officer Severance Policy, this Agreement shall
govern. Capitalized terms that are not defined in this
Agreement are defined in the LTIP. For purposes of the Agreement,
employment with PG&E Corporation shall mean employment with any
member of the Participating Company Group.
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Lapse of
Restrictions
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So long as you remain employed with
PG&E Corporation, on December 31, 2008 the restrictions will
lapse as to forty percent of the total number of shares
of Restricted Stock (8,462 shares).
The remaining sixty percent of the
total number of shares of Restricted Stock (12,693 shares) will be
canceled on December 31, 2008. In lieu of these 12,693
shares of canceled Restricted Stock, PG&E Corporation has
agreed to grant you an equal number of restricted stock units,
effective on the first business day of January 2009, on terms
substantially similar to those that would have applied to such
canceled shares.
To the extent this Agreement
provides for continued lapse of restrictions following the
termination of employment, such continued vesting shall be subject
to your continued compliance with certain post-employment
restrictions.
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Release of Shares
and
Withholding Taxes
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The shares of Restricted Stock held
in escrow hereunder shall be subject to the following terms and
conditions relating to their release from escrow or their surrender
to PG&E
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