Exhibit 10.45
This document constitutes part of
a
Prospectus covering securities
that
have been registered under
the
Securities Act of 1933, as
amended.
PG&E
CORPORATION
AMENDMENT TO RESTRICTED STOCK
AGREEMENTS
PG&E CORPORATION
, a California corporation, hereby
amends the terms and conditions of the Restricted Stock
Agreement(s) relating to the Restricted Stock Award(s) listed
below, which was/were granted to the Recipient named below under
the PG&E Corporation Long-Term Incentive Program and the
PG&E Corporation 2006 Long-Term Incentive Plan (each an
“LTIP”). These amendments are effective as
of November 17, 2008.
Last Four Digits of
Recipient’s Social Security Number:
Affected Restricted Stock
Award(s):
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DATE OF GRANT
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NUMBER OF SHARES
GRANTED
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NUMBER OF UNVESTED SHARES AS OF
11/1/08
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The section of the Restricted Stock
Agreement(s) entitled “Release of Shares and Withholding
Taxes” is amended to read as follows:
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Release of Shares and Withholding
Taxes
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When the restrictions as to your
shares of Restricted Stock lapse, the vested shares shall be
delivered to you, within thirty (30) days of the applicable vesting
date. You must elect one of the following methods to satisfy
applicable withholding and other taxes before the vested shares
will be delivered to you:
·
Pay the amount due by cash or
check,
·
Surrender to PG&E Corporation a
number of vested shares having an aggregate value (based on the
closing price of PG&E Corporation common stock on the New York
Stock Exchange on the date of surrender) equal to the amount
due.
·
Sell your vested shares and use a
portion of the sales proceeds to pay the amount due.
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