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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

EXHIBIT A

[PROPOSED] Order

Case: 19-30088 Doc# 2664-1 Filed: 06/19/19 Entered: 06/19/19 22:50:51 Page 1

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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) 

[PROPOSED] ORDER PURSUANT TO 11 U.S.C. 

§§ 105(a), 363(b), AND 503(c) (I) APPROVING 

DEBTORS’ INCENTIVE PROGRAM FOR 

CERTAIN KEY EMPLOYEES 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).

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion dated June __, 2019 [Docket No. ____] (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(b), and 503(c) of title 11 of the United States Code (the “Bankruptcy Code”), for entry of 

an order (a) approving the KEIP 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, 

Lowe Declaration, and Friske Declaration; and a hearing having been held before the Court on 

July 24, 2019 with respect to the Motion; 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 

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 represents a sound exercise of the Debtors’ business 

judgment; and upon the record of the hearing and all of the proceedings had before this Court and after 

due deliberation and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

2. The KEIP, as described in the Motion, is approved in its entirety.

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

pursuant to its terms, as set forth in the Motion, including making any payments that come due thereunder

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

the Motion.

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767 Fifth Avenue

New York, NY 10153-0119

during these Chapter 11 Cases. 

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

granted in this Order in accordance with the Motion.

5. Notice of this Motion satisfies the 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. 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# 2664-1 Filed: 06/19/19 Entered: 06/19/19 22:50:51 Page 4

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