Restricted Stock Unit Agreement



 Exhibit 10.2 
 PG&E CORPORATION 
 2006 LONG-TERM INCENTIVE PLAN 

NON-ANNUAL RESTRICTED STOCK UNIT GRANT 
 ANTHONY F. EARLEY, JR. 
 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:	  	September 13, 2011
		
	Name of Recipient:	  	 Anthony F. Earley, Jr.

		
	Recipient’s Participant ID:	  	  

		
	Number of Restricted Stock Units:	  	 61,605


 By accepting this award, 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, 2011, which is supplemented hereby. 
 Attachment 







 This document constitutes part of a 

Prospectus covering securities that 
 have been registered under the 
 Securities Act of 1933, as amended.

 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agreements, commitments, or negotiations are superseded.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 or the Prospectus dated March 1, 2011, 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, one-third of the total number of Restricted Stock Units originally subject to this Agreement, as shown above on the
cover sheet, will vest on each of the first, second and third anniversaries of date you first start employment with PG&E Corporation (the “Start Date,” which for these purposes is the same as 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, subject to the satisfaction of Withholding Taxes, as described
below. PG&E Corporation shall issue 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, unvested Restricted Stock Units shall continue to vest (as if you continued to be employed by PG&E Corporation) such that the
total number of vested Restricted Stock Units (including Restricted Stock Units, if any, that vested prior to the date of termination) shall be equal to the greater of (1) the actual number of vested Restricted Stock Units or (2) the number
determined by multiplying the total number of Restricted Stock Units subject to this Agreement by the number of your days of service with PG&E Corporation in the Normal Vesting Schedule (through the date of termination), divided by the potential
number of days of service in the Normal Vesting Schedule. All other unvested Restricted Stock Units will be cancelled upon such termination. Vested Restricted Stock Units will continue to be settled and paid on the same time schedule and at the rate
that would be normally applicable (absent your termination of employment) until the pro-rated amount (if any) is exhausted.
		
	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.
  
 For these
purposes, “cause” means when PG&E Corporation, acting in good faith based upon information then known to it, determines that you have engaged in, committed, or are responsible for (1) serious misconduct, gross negligence, theft, or
fraud against PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct in violation of PG&E Corporation’s equal employment opportunity policy; (4) conduct which reflects
adversely upon, or making any remarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5) insubordination; (6) any willful act that is likely to have the effect of injuring the
reputation, business, or business relationship of PG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty.

		
	 Termination
 other
than for Cause
	  	If your employment with PG&E Corporation is terminated (other than termination in connection with a Change in Control, as provided below) by PG&E Corporation other than
for cause, unvested Restricted Stock Units shall continue to vest (as if you continued to be employed by PG&E Corporation) such that the total number of vested Restricted Stock Units (including Restricted Stock Units, if any, that vested prior
to the date of termination) shall be equal to the greater of (1) the actual number of vested


  
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		  	Restricted Stock Units or (2) the number determined by multiplying the total number of Restricted Stock Units subject to this Agreement by the number of your days of service with
PG&E Corporation in the Normal Vesting Schedule (through the date of termination), divided by the potential number of days of service in the Normal Vesting Schedule. All other unvested Restricted Stock Units will be cancelled upon such
termination. Vested Restricted Stock Units will continue to be settled and paid on the same time schedule and at the rate that would be normally applicable (absent your termination of employment) until the pro-rated amount (if any) is
exhausted.
		
	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 or your voluntary termination) 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 or your voluntary termination) 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	  	If you separate from service (other than termination for cause or your voluntary termination) in connection with a Change in Control within three


  
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	 Change in

Control
	  	months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end
of any continued vesting period) shall automatically vest on the date of the Change in Control and 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. 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 (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 such separation and will be settled as soon as practicable after (but not later than sixty (60) days after) the date of such separation.
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
	  	The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of
shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock
Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding
Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes 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


  
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		  	 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.


  
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