Unassociated Document


    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 on February 15,
2006, December 20, 2006, and October 17, 2007 (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:                           May
9, 2008

     

    Name of
Recipient:                 PETER
A.
DARBEE                                                                          

     

    Last Four
Digits of Recipient’s Social Security Number:        XXXX      

     

    Number of
Restricted Stock Units Granted:    24,875                            .

     

    


     

    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 dated March 1, 2008.

     

    


     

    Recipient:              
PETER A.
DARBEE                                           

                                           (Signature)

    


    


    Attachment

     

    


     

    Please
sign and return to PG&E Corporation, Human Resources,

    One
Market, Spear Tower, Suite 400, San Francisco, California 94105

     


    
      
         


      

      
         


        
          

        

      

      
         


        
          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
      or inconsistency 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, 100 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 January of 2013 (the “Vesting Date”).  Except as
      described below, all Restricted Stock Units subject to this Agreement
      which have not vested shall be cancelled upon termination of your
      employment.

               

            
	
              Dividends

            	
              Restricted
      Stock Units will accrue Dividend Equivalents that will be converted into
      additional Restricted Stock Units based on 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 as 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 (on
      the Vesting Date or at such other time as described below) but not later
      than ninety (90) days after vesting, except as noted below.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Voluntary
      Termination/

              Retirement1

            	
              In
      the event of your voluntary termination/Retirement, a prorated portion of
      the Restricted Stock Units will vest immediately in accordance with the
      percentage of time you were employed with PG&E Corporation during the
      vesting period.  All other unvested Restricted Stock Units shall
      be cancelled on the date of termination.

               

            
	
              Termination
      for Cause

            	
              If
      your employment with PG&E Corporation is terminated by PG&E
      Corporation for cause before the Vesting Date, all 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 before the Vesting Date, a prorated
      portion of the Restricted Stock Units will vest immediately in accordance
      with the percentage of time you were employed with PG&E Corporation
      during the vesting period (except as otherwise provided below in
      connection with a Change in Control).  All other unvested
      Restricted Stock Units shall be cancelled on the date of
      termination.

               

            
	
              Death/Disability

            	
              If
      your employment terminates due to your death or Disability, all of your
      Restricted Stock Units shall vest on the date of termination.

               

            
	
              Termination
      Due to 

              Disposition
      of Subsidiary

            	
              (1)
      If your employment is terminated (other than 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
      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 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
      outstanding Restricted Stock Units shall automatically vest immediately
      preceding and contingent on, the Change in Control.

               

              
                If
      the Change in Control also is a change in ownership of PG&E
      Corporation, a change in effective control of PG&E Corporation, or a
      change in a substantial portion of the assets of PG&E Corporation as
      defined in Code Section 409A(2)(A)(v) and the related regulations (a “409A
      Change in Control Event’), such vested Restricted Stock Units will be
      settled on the first business day of the year following the Change in
      Control.  If the Change in Control is not a 409A Change in
      Control Event, the vested Restricted Stock Units will be settled as soon
      as practicable following the earlier of (a) your “separation from service”
      (as defined under Code Section 409A) for any reason from PG&E
      Corporation, or (b) the Vesting Date; but in any event within ninety (90)
      days after the date of your “separation from service” or the Vesting Date,
      whichever is earlier.

              

            


    

    
        
        1Because
you have reached age 55 and have been employed by PG&E Corporation for at
least five consecutive years, a voluntary resignation would be treated as a
retirement.

      



    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
      	
              Termination
      In 

              Connection
      with a 

              Change
      in Control

            	
              If
      your employment is terminated (other than for cause) 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 termination of your employment, whichever is
      later.

               

              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
      will be issued on the first business day following the expiration of the
      six (6) month 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
      minimum amount of such Tax Withholding Obligation in a manner acceptable
      to PG&E Corporation. 

               

              At any time not less than five (5) business days
      (or such fewer number of business days as determined by PG&E
      Corporation) before any Tax Withholding Obligation arises (e.g., a
      Vesting Date), you
      may instruct PG&E Corporation to withhold from those shares otherwise
      issuable to you the whole number of shares sufficient to satisfy the
      minimum applicable Tax Withholding Obligation.  You acknowledge
      that the withheld shares may not be sufficient to satisfy your minimum Tax
      Withholding Obligation.  Accordingly, you agree to pay to
      PG&E Corporation 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.

               

            


    

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
      	
              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/Retirement.”

               

              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 for purposes of a
      “separation from service” following a 409A Change in Control Event to have
      a separation from service resulting in a termination of employment on the
      first date following such six-month period.  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.

               

            


    

    By
signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the LTIP.

    

      

    

      


    
      
        
        

         


      

      
        A-3