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28 Keller & Benvenutti LLP 650 California Street, Suite 1900 San Francisco, CA 94108

EXHIBIT 1-1

Revised Proposed Order

Case: 19-30088 Doc# 3433-1 Filed: 08/07/19 Entered: 08/07/19 16:05:47 Page 1

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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) 

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. §§ 363 AND 105(a) APPROVING 

TERMS OF EMPLOYMENT FOR NEW CHIEF 

EXECUTIVE OFFICER AND PRESIDENT OF 

PG&E CORPORATION 

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

 Upon the Motion, dated June 19, 2019 [Docket No. 2662] (the “Motion”),1 of PG&E 

Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the “Utility”), 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 363 and 105(a) of title 11 of the United States Code 

(the “Bankruptcy Code”), for an order approving the terms of employment for William D. Johnson as 

Chief Executive Officer and President of PG&E Corp., all 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, 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 (the “Bankruptcy Local Rules”); 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 upon consideration of the Brownell 

Declaration, the Friske Declaration, and the Supplemental Friske Declaration and related pleadings filed 

with this Court; and the Court having found and determined that notice of the Motion as provided to the 

parties listed therein is reasonable and sufficient, and it appearing that no other or further notice need be 

provided; and this Court having reviewed the Motion; and this Court having held a hearing on the 

Motion; and this Court having determined that the legal and factual bases set forth in the Motion establish 

just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the 

best interests of PG&E Corp., its estate, creditors, shareholders, and all parties in interest and represents 

a sound exercise of PG&E Corp.’s 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 provided herein. 

1

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

terms in the Motion. 

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

2. Pursuant to sections 363 and 105(a) of the Bankruptcy Code, the terms of 

employment for William D. Johnson, as CEO and President of PG&E Corp., as set forth in the Motion 

is approved as modified herein (the “CEO Compensation Terms”): 

a. To the extent required to comply with the executive compensation provisions of 

Assembly Bill 1054, as it may be amended or supplemented, the Debtors shall modify 

the CEO Compensation Terms; 

b. The Debtors shall provide the advisors of the Creditors Committee with the 

calculations underlying any proposed grant of 2019 Performance-Based Awards at least 

seven (7) business days prior to the grant of such 2019 Performance-Based Awards; and 

c. A copy of any information provided pursuant to this Order to the advisors of the 

Creditors Committee shall be provided to the advisors of the Tort Claimants 

Committee. 

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

granted in this Order in accordance with the Motion and as modified herein.

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

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

are immediately effective and enforceable upon its entry. 

6. This Court shall retain jurisdiction to hear and determine all matters arising from 

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

** END OF ORDER** 

Case: 19-30088 Doc# 3433-1 Filed: 08/07/19 Entered: 08/07/19 16:05:47 Page 4

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