PERFORMANCE SHARE AGREEMENT



 Exhibit 10.4 
 PG&E CORPORATION 
 2006 LONG-TERM INCENTIVE PLAN 

2012 PERFORMANCE SHARE GRANT 
 PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2006 Long-Term
Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the “Agreement”). 

 

			
	 Date of Grant:           March 1, 2012
	 	


			
	  
 Name of Recipient:
	 	
                 
           ANTHONY F. EARLEY, JR.



					
	  

Recipient’s Participant ID:
	 	
                 
           00236781
	 	


					
	  

Number of Performance Shares:
	 	
                 
   93.455
	 	

  

			
	 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 Performance Shares dated March 1, 2012, and any supplements to that Prospectus.
	 	
	  
 If, for any reason, you
wish to not accept this award, please notify PG&E Corporation in writing within 60 calendar days of the date of this award at ATTN: LTIP Administrator, PG&E Corporation, One Market, Spear Tower, Suite 400, San Francisco, CA,
94105.
	 	

  
  
  

 
 Attachment 







 PG&E CORPORATION 2006 LONG-TERM INCENTIVE PLAN 

PERFORMANCE SHARE AGREEMENT 
  

			
	 The LTIP and

Other
 Agreements
	  	 This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance
Shares, 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 Any prior agreements, commitments or negotiations are superseded.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 PG&E Corporation 2012 Officer Severance Policy,
this Agreement shall govern. The LTIP provides the Committee with discretion to adjust the performance award formula.
  

For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company
Group.

		
	 Grant of

Performance
 Shares
	  	 PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement. The Performance Shares are subject to the terms
and conditions of this Agreement and the LTIP.

		
	Vesting of Performance Shares	  	 As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”)
of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

		
	 Pro-Rata
 Vesting of
Performance Shares
	  	 Notwithstanding any other vesting provisions noted in this Agreement, after you complete at least three years of employment with PG&E Corporation, upon
your termination (other than termination for cause, voluntary termination, termination due to death or Disability, or termination in connection with a Change in Control) the number of vested Performance Shares shall equal the number of Performance
Shares subject to this Agreement, multiplied by the number of your days of service with PG&E Corporation in the vesting period (through the date of termination), divided by the potential number of days of service in the vesting period. Your
vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date, based on the same settlement percentage applied to active employees. All other unvested
Performance Shares will be cancelled upon such termination. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date, based on the same
settlement percentage applied to active employees. At that time you also shall receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same
settlement percentage used to determine the number of shares you are entitled to receive, if any.

		
	 Settlement in

Shares
	  	 Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described
below. The number of shares you are entitled to receive will be calculated










			
		  	 by multiplying the number of vested Performance Shares by the “settlement percentage” determined as follows (except as set forth elsewhere in this
Agreement):

		
		  	 Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in
PG&E Corporation’s comparator group1 for the
prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement percentage will be 0%; if PG&E Corporation’s TSR is at the
25th percentile, the settlement percentage will be 25%; if
PG&E Corporation’s TSR is at the 75th percentile,
the settlement percentage will be 100%; and if PG&E Corporation’s TSR is in the top rank, the settlement percentage will be 200%. The following table sets forth the settlement percentages for the other TSR rankings that could be achieved
based on PG&E Corporation’s TSR rank within the comparator group:


  

							
	 	 	 	  	Number of Companies in    
	 	Total (Including PG&E Corporation) - 13
	 	    Rank	  	  

Performance
Percentile
	  	Rounded
Payout
	 		  		  	
	 	     1
	  	100%	  	200%  
	 	     2
	  	  92%	  	170%  
	 	     3
	  	  83%	  	130%  
	 	     4
	  	  75%	  	100%  
	 	     5
	  	  67%	  	90%    
	 	     6
	  	  58%	  	75%   
	 	     7
	  	  50%	  	65%   
	 	     8
	  	  42%	  	50%   
	 	     9
	  	  33%	  	35%   
	 	   10
	  	  25%	  	25%   
	 	   11
	  	  17%	  	0%   
		 	   12
	  	    8%	  	0%   

  

			
		  	The final settlement percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee (or a subcommittee of that Committee) of the
PG&E Corporation Board of Directors or an equivalent body certifies the TSR percentile rank over the Performance Period pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such
determination, but no earlier than the Vesting Date, and not later than sixty (60) days after the Vesting Date.

  
  

 

	1 	The current Performance Comparator Group consists of the following companies: American Electric Power, CMS Energy, Consolidated Edison, DTE Energy, Duke Energy,
NiSource, Inc., Northeast Utilities, Pinnacle West Capital, Southern Company, SCANA Corp., Wisconsin Energy Corp., and Xcel Energy. PG&E Corporation reserves the right to change the companies comprising the comparator group in accordance with
the rules established by PG&E Corporation in connection with this award. 









			
	Dividends	  	 Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance
Shares granted to you by this Agreement shall be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any
dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same settlement percentage used to determine the number of shares you are entitled to receive, if any.

		
	Voluntary Termination	  	 If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date, all of the Performance Shares shall be cancelled as of the
date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.

		
	Termination for Cause	  	 If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the
Vesting Date, all of the Performance Shares shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.

 
 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
relationships 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 by PG&E Corporation other than for cause before the Vesting Date, all unvested Performance
Shares shall be cancelled unless your termination of employment was in connection with a Change in Control as provided below, or if provisions relating to pro-rata vesting of Restricted Stock Units apply.

		
	Death/Disability	  	 If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares shall immediately vest and will be
settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date based on the same settlement percentage applied to active employees. At that same time you also shall receive a cash
payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same settlement percentage used to determine the number of shares you are entitled to receive, if
any.










			
	 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, 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, your unvested Performance Shares 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 Performance Shares subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, TSR
shall be calculated by combining (a) the TSR of PG&E Corporation for the period from January 1 of the year of grant to the date of the Change in Control, and (b) the TSR of the Acquiror from the date of the Change in Control to the last calendar
day of the year preceding the Vesting Date. The settlement percentage reflected in the table set forth above for the highest percentile TSR performance met or exceeded when calculated on that basis, and considering any adjustments to the comparator
group, will be used to determine the number of shares, if any, you are entitled to receive upon settlement of the assumed, continued or substituted award, which settlement shall occur as soon as practicable after the Vesting Date and in any event
within sixty (60) days of the Vesting Date. At that time you also shall receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same settlement
percentage used to determine the number of shares you are entitled to receive, if any.
  
 If the Change in Control of PG&E Corporation occurs before the original Vesting Date, and if this Award is neither assumed nor continued by the Acquiror or if the Acquiror does not provide a
substantially equivalent award in substitution for the Performance Shares subject to this Agreement, all of your outstanding Performance Shares shall automatically vest and become nonforfeitable on the date of the Change in Control. Such vested
Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and in any event within sixty (60) days of the original Vesting Date. The settlement percentage, if any, will be based on TSR for the period
from January 1 of the year of grant to the date of the Change in Control compared to the TSR of the other companies in PG&E Corporation’s comparator group for the same period. At the same time you also shall receive a cash payment, if any,
equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by the same settlement percentage used to determine the number of shares you are entitled to receive, if
any.










			
	 Termination In Connection with
 a Change in Control
	  	 If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within two years following the Change in
Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this Award) shall automatically vest and become nonforfeitable on the date of termination of your
employment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Performance Shares will automatically
vest in full and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Shares through the date of termination of your employment) as of the date of the Change in Control.
Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and in any event within sixty (60) days of the Vesting Date and will be based on the same settlement percentage applied to active
employees. You shall also at that time receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same settlement percentage used to determine
the number of shares you are entitled to receive, if any. PG&E Corporation shall have the sole discretion to determine whether termination of your employment was made in connection with a Change in Control.

		
	Withholding Taxes	  	 The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Performance Shares 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
Performance Shares 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 terminated your employment. See above under “Voluntary Termination.”
  

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.

		
	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.