The LTIP and Other Agreements

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  Any prior agreements, commitments, or negotiations are superseded.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 will govern.  Capitalized terms that are not defined in this Agreement are defined in the LTIP.

Grant of Restricted Stock Units

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.

Vesting of Restricted Stock Units

In general, provided that you have not had a Separation from Service, your Restricted Stock Units will vest on the earlier of (i) the first anniversary of the Date of Grant shown on the cover sheet to this Agreement or (ii) the last day of the director's elected term (the "Normal Vesting Date").  As set forth elsewhere in this Agreement, the Restricted Stock Units may vest earlier upon the occurrence of certain events.

Dividends

Your Restricted Stock Unit account will be credited quarterly on each dividend payment date with additional Restricted Stock Units (including fractions computed to three decimal places), determined by dividing (1) the amount of cash dividends paid on the number of shares of PG&E Corporation common stock represented by the Restricted Stock Units previously credited to your Restricted Stock Unit account by (2) 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 and will be settled in the same manner and at the same time as the Restricted Stock Units covered by this Agreement.

 

Settlement

Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock (a "Share"), rounded down to the nearest whole Share.  PG&E Corporation will issue Shares in settlement of vested Restricted Stock Units upon the earliest of (1) the first anniversary of the Date of Grant (the "Normal Settlement Date"), (2) your Disability (as defined under Section 409A of the Code), (3) your death, or (4) your Separation from Service following a Change in Control.  However, if you previously made a timely, valid deferral election to receive Shares in settlement of vested Restricted Stock Units after the Normal Settlement Date (commencing in January of a year following the Normal Settlement Date), then settlement will be according to the terms of your election and the LTIP, unless settled earlier in a lump sum as set forth in the LTIP upon occurrence of any of the events listed in sections (2) – (4) above.  Further, if pursuant to any such deferral election you begin receiving any annual installments, then upon the subsequent occurrence of any of the events listed in sections (2) – (4) above, any unpaid installments will be settled in a lump sum upon occurrence of the event, except to the extent that such acceleration would result in taxation under Section 409A of the Code.

Separation of Service

If you have a Separation from Service, whether voluntarily or involuntarily, before the Normal Vesting Date, all Restricted Stock Units subject to this Agreement that have not vested on account of your death, Disability (within the meaning of Section 409A of the Code), or because you for any reason ceased to be on the Board (other than resignation) following a Change in Control will be automatically cancelled and forfeited; provided, however, that if you have a Separation from Service due to a pending Disability determination, forfeiture will not occur until a finding that such Disability has not occurred.

Change in Control

In the event you cease to be on the Board for any reason (other than resignation) following the occurrence of a Change in Control, all Restricted Stock Units credited to your account under this Agreement will immediately become fully vested and be settled in accordance with the settlement provisions described above.

Delay

PG&E Corporation will delay the issuance of any Shares to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain "key employees" of certain publicly traded companies); in such event, any Shares to which you would otherwise be entitled during the six (6) month period following the date of your Separation from Service (or shorter period ending on the date of your death following such Separation from Service) will instead be issued on the first business day following the expiration of the applicable delay period.

Withholding Taxes

PG&E Corporation generally will not be required to withhold taxes on taxable income recognized by you upon settlement of your Restricted Stock Units.  However, any taxes that are required to be withheld will be payable by you in cash, by check, or through deductions from your compensation.  Also, the Board may, in its discretion and subject to such restrictions as the Board may impose, permit you to satisfy such tax withholding obligations by electing to have PG&E Corporation withhold otherwise deliverable Shares having a fair market value equal to the amount that would be required to be withheld.

 

Voting and Other Rights

You will not have voting rights with respect to the Restricted Stock Units until the date the underlying Shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).

Applicable Law

This Agreement will be interpreted and enforced under the laws of the State of California.