ex1002.htm


    

      Exhibit
10.2

       

      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

       

      RESTRICTED
STOCK UNIT GRANT

      


      PG&E CORPORATION, a
California corporation, hereby grants Restricted Stock Units to the Recipient
named below.  The Restricted Stock Units have been granted under the
PG&E Corporation 2006 Long-Term Incentive Plan, as amended (the
“LTIP”).  The terms and conditions of the Restricted Stock Units are
set forth in this cover sheet and in the attached Restricted Stock Unit
Agreement (the “Agreement”).

       

       

      Date of
Grant:
                      March
9, 2009

       

      Name of
Recipient:                                                                .

       

      Last Four
Digits of Recipient’s Social Security Number:                  

       

      Number of
Restricted Stock Units:                                                                .

       

      


       

      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 Restricted Stock Units dated March 1,
2009.

       

      Recipient:
                                                                                                               

                                                                    (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

       

      RESTRICTED
STOCK UNIT AGREEMENT

       

      
        
          	
                  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 shall
      govern.  Capitalized terms that are not defined in this
      Agreement are defined in the LTIP.  In the event of any conflict
      between the provisions of this Agreement and the PG&E Corporation
      Officer Severance Policy, this Agreement shall govern. For purposes of
      this Agreement, employment with PG&E Corporation shall mean employment
      with any member of the Participating Company Group.

                   

                
	
                  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

                	 
      	
                  As
      long as you remain employed with PG&E Corporation, 20 percent of the
      total number of Restricted Stock Units originally subject to this
      Agreement, as shown above on the cover sheet, will vest on the first
      business day of March of each of the first, second and third years
      following the Date of Grant, and the additional 40 percent of the total
      number of shares of Restricted Stock Units will vest on the on the first
      business day of March of the fourth year following the Date of Grant
      (collectively, the “Normal Vesting Schedule”).  The amounts
      payable upon each vesting date are hereby designated separate payments for
      purposes of Code Section 409A.  Except as described below, all
      Restricted Stock Units subject to this Agreement which have not vested
      upon termination of your employment shall then be automatically cancelled.
      As set forth below, the Restricted Stock Units may vest earlier upon the
      occurrence of certain events.

                   

                
	
                  Dividends

                	 
      	
                  Restricted
      Stock Units will accrue Dividend Equivalents in the event cash dividends
      are paid with respect to PG&E Corporation common stock having a record
      date prior to the date on which the Restricted Stock Units are
      settled.  Such Dividend Equivalents will be converted into cash
      and paid, if at all, upon settlement of the underlying Restricted Stock
      Units.

                   

                
	
                  Settlement

                	 
      	
                  Vested
      Restricted Stock Units will be settled in an equal number of shares of
      PG&E Corporation common stock.  PG&E Corporation shall
      issue such shares as soon as practicable after the Restricted Stock Units
      vest in accordance with the Normal Vesting Schedule (but not later than
      sixty (60) days after the applicable vesting date); provided, however,
      that such issuance shall, if earlier, be made with respect to all of your
      outstanding vested Restricted Stock Units (after giving effect to the
      vesting provisions described below) as soon as practicable after (but not
      later than sixty (60) days after) the earliest to occur of your (1)
      Disability (as defined under Code Section 409A), (2) death or (3)
      “separation from service,” within the meaning of Code Section 409A within
      2 years following a Change in Control.

                   

                
	
                  Voluntary
      Termination

                	 
      	
                  In
      the event of your voluntary termination (other than Retirement), all
      unvested Restricted Stock Units will be cancelled on the date of
      termination and any associated Dividend Equivalents that have not yet been
      converted shall be forfeited on the date of termination.

                   

                
	
                  Retirement

                	 
      	
                  In
      the event of your Retirement, unvested Restricted Stock Units will
      continue to vest and be settled pursuant to the Normal Vesting Schedule
      (without regard to the requirement that you be employed), subject to the
      earlier settlement provisions of this Agreement; provided, however that in
      the event of your Retirement within 2 years following a Change in Control,
      all of your Restricted Stock Units shall vest and be settled as soon as
      practicable after (but not later than sixty (60) days after) the date of
      such event.  Your voluntary termination of employment will be
      considered to be a Retirement if you are both age 55 or older on the date
      of termination and if you were employed by PG&E Corporation for at
      least five consecutive years ending on the date of termination of your
      employment.

                   

                
	
                  Termination
      for Cause

                	 
      	
                  If
      your employment with PG&E Corporation is terminated at any time by
      PG&E Corporation for cause, all unvested Restricted Stock Units will
      be cancelled on the date of termination.  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.

                   

                
	
                  Termination
      other than for Cause

                	 
      	
                  If
      your employment with PG&E Corporation is terminated by PG&E
      Corporation other than for cause and you are an officer in Bands 1-5, any
      unvested Restricted Stock Units that would have vested during the period
      of the “Severance Multiple” under the Officer Severance Policy will
      continue to vest and be settled pursuant to the Normal Vesting Schedule
      (without regard to the requirement that you be employed), subject to the
      earlier settlement provisions of this Agreement.  In the event
      of your involuntary termination other than for cause, if you are not an
      officer in Bands 1-5, any unvested Restricted Stock Units that would have
      vested within the 12 months following such termination had your employment
      continued will continue to vest and be settled pursuant to the Normal
      Vesting Schedule (without regard to the requirement that you be employed),
      subject to the earlier settlement provisions of this
      Agreement.  All other unvested Restricted Stock Units will be
      cancelled on the date of termination.

                   

                
	
                  Death/Disability

                	 
      	
                  In
      the event of your death or Disability while you are employed, all of your
      Restricted Stock Units shall vest and be settled as soon as practicable
      after (but not later than sixty (60) days after) the date of such
      event.  If your death or Disability occurs following the
      termination of your employment and your Restricted Stock Units are then
      outstanding under the terms hereof, then all of your vested Restricted
      Stock Units plus any Restricted Stock Units that would have otherwise
      vested during any continued vesting period hereunder shall be settled as
      soon as practicable after (but not later than sixty (60) days after) the
      date of your death or Disability.

                   

                
	
                  Termination
      Due to Disposition of Subsidiary

                	 
      	
                  (1)
      If your employment is terminated (other than termination for
      cause,  your voluntary termination, or your Retirement) by
      reason of a divestiture or change in control of a subsidiary of PG&E
      Corporation, which divestiture or change in control results in such
      subsidiary no longer qualifying as a subsidiary corporation under Section
      424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), or
      (2) if your employment is terminated (other than termination for cause,
      your voluntary termination, or your Retirement) coincident with the sale
      of all or substantially all of the assets of a subsidiary of PG&E
      Corporation, the Restricted Stock Units shall vest and be settled in the
      same manner as for a “Termination other than for Cause” described
      above.

                   

                
	
                  Change
      in Control

                	 
      	
                  In
      the event of a Change in Control, the surviving, continuing, successor, or
      purchasing corporation or other business entity or parent thereof, as the
      case may be (the “Acquiror”), may, without your
      consent, either assume or continue PG&E Corporation’s rights and
      obligations under this Agreement or provide a substantially equivalent
      award in substitution for the Restricted Stock Units subject to this
      Agreement.

                   

                  If
      the Restricted Stock Units are neither assumed nor continued by the
      Acquiror or if the Acquiror does not provide a substantially equivalent
      award in substitution for the Restricted Stock Units, all of your unvested
      Restricted Stock Units shall automatically vest immediately preceding and
      contingent on, the Change in Control and be settled in accordance with the
      Normal Vesting Schedule, subject to the earlier settlement provisions of
      this Agreement.

                   

                
	
                  Termination
      In Connection with a Change in Control

                	 
      	
                  If
      you separate from service (other than termination for cause, your
      voluntary termination, or your Retirement) in connection with a Change in
      Control within three months before the Change in Control occurs or within
      two years following the Change in Control, all of your outstanding
      Restricted Stock Units (to the extent they did not previously vest upon,
      for example, failure of the Acquiror to assume or continue this Award)
      shall automatically vest on the date of the Change in Control or the date
      of such separation, whichever is later.  In the event of such a
      separation in connection with a Change in Control within two years
      following the Change in Control, your Restricted Stock Units will be
      settled as soon as practicable after (but not later than sixty (60) days
      after) the date of such separation.  In the event of such a
      separation in connection with a Change in Control within three months
      before the Change in Control occurs, your Restricted Stock Units will be
      settled in accordance with the Normal Vesting Schedule (without regard to
      the requirement that you be employed) subject to the earlier settlement
      provisions of this Agreement.

                   

                  PG&E
      Corporation shall have the sole discretion to determine whether
      termination of your employment was made in connection with a Change in
      Control.

                
	
                  Delay

                	 
      	
                  PG&E
      Corporation shall delay the issuance of any shares of common stock 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 of common stock to
      which you would otherwise be entitled during the six (6) month period
      following the date of your “separation from service” under Section 409A
      (or shorter period ending on the date of your death following such
      separation) will instead be issued on the first business day following the
      expiration of the applicable delay period.

                   

                
	
                  Withholding
      Taxes

                	 
      	
                  Prior to any event in connection with the
      Restricted Stock Units (e.g., vesting) that PG&E Corporation
      determines may result in any tax withholding obligation, whether United
      States federal, state, local, or
      non-U.S., including any social insurance, employment tax, payment on
      account, or other tax-related obligation (the “Tax
      Withholding Obligation”), you must arrange for the satisfaction of the
      amount of such Tax Withholding Obligation in a manner acceptable to
      PG&E Corporation. 

                   

                  PG&E
      Corporation may, at its discretion, provide you with one or more of the
      following methods to satisfy your Tax Withholding Obligation:

                   

                  ● Sell shares of PG&E Corporation common stock issuable
      to you and use the sales proceeds to pay the amount due. (PG&E
      Corporation may be able to assist you in selling your shares through a
      broker so that you can use the sales proceeds to satisfy applicable
      taxes.)

                   

                  ●  Pay
      the amount due by cash or check.

                   

                  ● 
      Instruct PG&E Corporation to withhold from the shares of PG&E
      Corporation common stock issuable to you a number of whole shares of Stock
      having a Fair Market Value, as determined by PG&E Corporation, equal
      to all or any part of the amount due, up to the amount of your Tax
      Withholding Obligation calculated using the applicable minimum statutory
      withholding rates.  If the withheld shares were not
      sufficient to satisfy your minimum Tax Withholding Obligation, you would be required to pay, as soon as practicable, including through
      additional payroll withholding, any amount of the Tax Withholding
      Obligation that is not satisfied by the withholding of shares described
      above.

                   

                   

                
	
                  Leaves
      of Absence

                	 
      	
                  For
      purposes of this Agreement, if you are on an approved leave of absence
      from PG&E Corporation, or a recipient of PG&E Corporation
      sponsored disability benefits, you will continue to be considered as
      employed.  If you do not return to active employment upon the
      expiration of your leave of absence or the expiration of your PG&E
      Corporation sponsored disability benefits, you will be considered to have
      voluntarily terminated your employment.  See above under
      “Voluntary Termination.”

                   

                  Notwithstanding
      the foregoing, if the leave of absence exceeds six (6) months, and a
      return to service upon expiration of such leave is not guaranteed by
      statute or contract, then you shall be deemed to have had a “separation
      from service” for purposes of any Restricted Stock Units that are settled
      hereunder upon such separation.  To the extent an authorized
      leave of absence is due to a medically determinable physical or mental
      impairment that can be expected to result in death or to last for a
      continuous period of at least six (6) months and such impairment causes
      you to be unable to perform the duties of your position of employment or
      any substantially similar position of employment, the six (6) month period
      in the prior sentence shall be twenty-nine (29) months.

                   

                  PG&E
      Corporation reserves the right to determine which leaves of absence will
      be considered as continuing employment and when your employment terminates
      for all purposes under this Agreement.

                   

                
	
                  Voting
      and Other Rights

                	 
      	
                  You
      shall 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).

                   

                
	
                  No
      Retention Rights

                	 
      	
                  This
      Agreement is not an employment agreement and does not give you the right
      to be retained by PG&E Corporation.  Except as otherwise
      provided in an applicable employment agreement, PG&E Corporation
      reserves the right to terminate your employment at any time and for any
      reason.

                   

                
	
                  Applicable
      Law

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