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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO 

In re: 

PG&E CORPORATION, 

- and - 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

Related Docket Ref: Docket No. 806 

ORDER PURSUANT TO 11 U.S.C. §§ 105(a), 363, 

AND 503(c) (I) APPROVING SHORT-TERM 

INCENTIVE PLAN AND (II) GRANTING 

RELATED RELIEF 

☐Affects PG&E Corporation 

☐Affects Pacific Gas and Electric Company 

☒Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Signed and Filed: April 29, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 29, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1751 Filed: 04/29/19 Entered: 04/29/19 17:59:21 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

 Upon the Motion dated March 8, 2019 [Docket No. 806] (the “Motion”)1 of PG&E Corporation 

and Pacific Gas and Electric Company, as debtors and debtors in possession (collectively, “PG&E” or 

the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), pursuant to sections 

105(a), 363, and 503(c) of title 11 of the United States Code (the “Bankruptcy Code”), for entry of an 

order (a) approving the 2019 STIP and (b) granting related relief, as more fully set forth in the Motion; 

and this Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 

U.S.C. §§ 157 and 1334, the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, 

General Order 24 (N.D. Cal.), and Rule 5011-1(a) of the Bankruptcy Local Rules for the United States 

District Court for the Northern District of California; and consideration of the Motion and the requested 

relief being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court 

pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice of the 

Motion as provided to the parties listed therein is reasonable and sufficient under the circumstances, and 

it appearing that no other or further notice need be provided; and this Court having reviewed the Motion, 

Mistry Declaration, Friske Declaration, Reply Declaration of Dinyar Mistry in Further Support of 

Corrected Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363, and 503(c) for Entry of an Order 

(I)Approving Short-Term Incentive Plan and (II) Granting Related Relief [Docket No. 1227] and other 

related pleadings filed with this Court; and this Court having held hearings on the Motion on April 9, 

2019 and April 23, 2019; and this Court having determined that the legal and factual bases set forth in 

the Motion and related pleadings establish just cause for the relief granted herein; and this Court having 

found that (a) the Debtors have exercised sound business judgment in their decision to adopt the 

Modified 2019 STIP (as defined below), and (b) the Modified 2019 STIP is justified by the facts and 

circumstances of the Debtors’ Chapter 11 Cases; and it appearing that the relief requested in the Motion 

is in the best interests of the Debtors, their estates, creditors, shareholders, and all parties in interest; and 

all objections to the entry of this Order having been withdrawn, resolved, or overruled by the Court; and 

upon the record of the hearings, including the testimony and evidence presented and the reasons stated 

by the Court on the record; and upon all of the proceedings had before this Court and after due 

 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to them in 

the Motion. 

Case: 19-30088 Doc# 1751 Filed: 04/29/19 Entered: 04/29/19 17:59:21 Page 2 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

deliberation and sufficient cause appearing therefor, 

 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted as set forth herein.

2. The 2019 STIP, as described in the Motion, is approved as set forth herein with 

the below modifications (as modified, the “Modified 2019 STIP”): 

(a) The weighting for the Public Safety Index has been increased from 10% to 25%, 

thereby increasing the weighting for the safety metrics in the 2019 STIP from 50% to 

65% (with a corresponding 15% reduction in the Financial Performance weighting, from 

40% to 25%); 

(b) If, as a result of its review of the Debtors’ 2019 Wildfire Mitigation Plan, the 

CPUC changes any of the safety targets that is a metric in the 2019 STIP, such metric 

will be changed to match that change; 

(c) The threshold and maximum targets for the financial metric in the 2019 STIP for 

Earnings from Operations have been changed from 95% to 105% of target to 90% to 

110% of target; 

(d) The Individual Performance Modifier component of the 2019 STIP will be applied 

on an annual rather than quarterly basis—and, as in previous years, the IPM will be based 

on year-end performance, with the potential IPM ranging from 0–150% and for both 

upward and downward adjustments for all STIP participants; and 

(e) The Debtors will provide quarterly reporting to the advisors to the Creditors 

Committee on performance results and calculations underlying any proposed 2019 STIP 

payments after certification by PG&E Internal Audit and prior to any payment to eligible 

participants. A copy of any quarterly reporting provided to the advisors to the Creditors 

Committee will also be provided to the advisors to the Tort Claimants Committee. Any 

proposed 2019 STIP payments will be made no sooner than seven (7) calendar days after 

delivery of such quarterly reporting to the advisors to the Committees.

3. The Debtors are authorized to take all actions necessary to implement the 

Modified 2019 STIP pursuant to its terms, as set forth in the Motion and as modified herein, including 

Case: 19-30088 Doc# 1751 Filed: 04/29/19 Entered: 04/29/19 17:59:21 Page 3 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

making any payments that come due thereunder during these Chapter 11 Cases and without the need for 

further Court approval.

4. The banks and financial institutions on which checks will be drawn or electronic 

payment requests made in payment of the amounts approved herein are authorized to receive, process, 

honor, and pay all such checks and electronic payment requests when presented for payment, and all 

such banks and financial institutions are authorized to rely on the Debtors’ designation of any particular 

check or electronic payment request as approved by this Order.

5. Notice of the Motion satisfies requirements of Bankruptcy Rule 6004(a).

6. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order 

are immediately effective and enforceable upon its entry.

7. The Debtors are authorized to take all actions necessary to effectuate the relief 

granted in this Order in accordance with the Motion.

8. This Court retains exclusive jurisdiction with respect to all matters arising from 

or related to the implementation, interpretation, and enforcement of this Order.

** END OF ORDER** 

Case: 19-30088 Doc# 1751 Filed: 04/29/19 Entered: 04/29/19 17:59:21 Page 4 of

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