1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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) 

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: (415) 636-9251 

Attorneys for Debtors and Debtors in Possession 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re:

PG&E CORPORATION, 

 - and - 

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

SECOND STIPULATION BETWEEN 

DEBTORS AND OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS EXTENDING TIME TO 

RESPOND TO CEO COMPENSATION 

MOTION AND KEIP MOTION 

Re: Dkt. Nos. 2662 and 2664 

[No Hearing Requested]

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

 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) 

Case: 19-30088 Doc# 3090 Filed: 07/18/19 Entered: 07/18/19 20:54:14 Page 1 of

3
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

 

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

This stipulation and agreement for order (“Second Stipulation and Agreement for 

Order”) is entered into by PG&E Corporation and Pacific Gas and Electric Company, as debtors 

and debtors in possession (collectively, the “Debtors”), on the one hand, and the Official 

Committee of Unsecured Creditors (the “Creditors Committee”), on the other. The Debtors 

and the Creditors Committee are referred to in this Stipulation and Agreement for Order 

collectively as the “Parties,” and each as a “Party.” The Parties hereby stipulate and agree as 

follows: 

RECITALS 

A. On June 19, 2019, the Debtors filed the Motion of Debtors Pursuant to 11 U.S.C. 

§§ 363 and 105(a) for an Order Approving Terms of Employment for New Chief Executive 

Officer and President of PG&E Corporation [Dkt. No. 2662] (the “CEO Compensation 

Motion”) and the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b) and 503(c) for 

Entry of an Order (I) Approving Debtors’ Incentive Program for Certain Key Employees and (II) 

Granting Related Relief [Dkt. No. 2664] (the “KEIP Motion”), which are set for a hearing 

before the Court at 9:30 a.m. on July 24, 2019. Any response or opposition to the CEO 

Compensation Motion or the KEIP Motion was due by 4:00 p.m. (Pacific Time) on July 17, 

2019. 

B. On July 17, 2019 the Debtors and Creditors Committee entered into the 

Stipulation Between Debtors and Official Committee of Unsecured Creditors Extending Time to 

Respond to CEO Compensation Motion and KEIP Motion (“First Stipulation”) [Dkt. No. 3034], 

which extended the time for the Creditors Committee to respond to the CEO Compensation 

Motion and the KEIP Motion to 9:00 a.m. (Pacific Time) on July 19, 2019. The Court entered an 

order granting the First Stipulation on July 18, 2019 [Dkt. No. 3051] 

C. Counsel for the Creditors Committee has requested, and counsel for the Debtors 

has agreed, that the time for the Creditors Committee to respond to the CEO Compensation 

Motion and the KEIP Motion be further extended. 

/ / / 

Case: 19-30088 Doc# 3090 Filed: 07/18/19 Entered: 07/18/19 20:54:14 Page 2 of

3
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

 

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

NOW, THEREFORE, UPON THE FOREGOING RECITALS, WHICH ARE 

INCORPORATED AS THOUGH FULLY SET FORTH HEREIN, IT HEREBY IS 

STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, THROUGH THE 

UNDERSIGNED, AND THE PARTIES JOINTLY REQUEST THE COURT TO ORDER, 

THAT:

1. The time for the Creditors Committee to file and serve any response or 

opposition to the CEO Compensation Motion or the KEIP Motion is further extended through 

5:00 p.m. (Pacific Time) on July 19, 2019. 

Dated: July 18, 2019 Dated: July 18, 2019

KELLER & BENVENUTTI LLP MILBANK LLP 

/s/ Jane Kim /s/ Thomas R. Kreller

Jane Kim

Attorneys for Debtors 

and Debtors in Possession

Thomas R. Kreller

Attorneys for Official Committee of 

Unsecured Creditors

Case: 19-30088 Doc# 3090 Filed: 07/18/19 Entered: 07/18/19 20:54:14 Page 3 of

3