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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

In re: 

PG&E CORPORATION,

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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).

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Bankruptcy Case

No. 19-30088-DM

Chapter 11

Jointly Administered

Date: August 9, 2019

Time: 11:30 AM (Pacific Time)

Place: Courtroom 17

450 Golden Gate Ave.

16th Floor

San Francisco, CA

ORDER GRANTING DEBTORS’ MOTION TO APPROVE TERMS OF 

EMPLOYMENT FOR NEW CEO

Debtors filed their motion for an Order Approving Terms of Employment for New Chief 

Executive Officer ("CEO") and President of PG&E (Dkt. 2662) (the "Motion") on June 19, 2019. 

The United States Trustee (the "Trustee") filed an opposition, which was joined by the Plaintiffs' 

Executive Committee in the North Bay Fire Cases. The matter came on for hearing on August 9, 

2019 and the matter was subsequently taken under advisement. 

Signed and Filed: August 14, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

August 14, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 3546 Filed: 08/14/19 Entered: 08/14/19 13:01:51 Page 1 of

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The Motion is brought under 11 U.S.C. § 363(b),

1 whereby Debtors assert their business 

judgment in employing and compensating their new CEO. The terms of employment appear 

largely appropriate and present no issues under the standard contemplated by § 363(b). 

However, at the hearing, the court echoed the Trustee's concern about the severance 

component of Debtors' proposed compensation package. Specifically, the court notes that 

§ 503(c)(2) likely prohibits the severance payment contemplated in the Motion. The Motion 

does not attempt to analyze the payment using the formula set forth in § 503(c)(2). In response 

to the Trustee's objection, Debtors have asserted that any severance payment made during the 

pendency of the case will conform to § 503(c)(2). In addition, Debtors' counsel stated at the 

hearing that its new CEO is aware that any severance payment made during this bankruptcy case 

will have to conform to § 503. Counsel for the Trustee stated that he was satisfied with this 

revision, but did not withdraw the objection. The court has considered the Trustee’s remaining 

objection points and finds them to be without merit. In light of Debtors' counsel's statements on 

the record, and for the reasons stated supra and on the record, 

IT IS HEREBY ORDERED THAT:

1. The Motion is granted, as provided herein.

2. Pursuant to §§ 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 PerformanceBased Awards at least seven (7) business days prior to the grant of such 

2019 Performance-Based Awards; and

 

1 Unless specified otherwise, all chapter, code and rule references are to the Bankruptcy 

Code, 11 U.S.C. §§ 101-1532, and the Federal Rules of Bankruptcy Procedure, Rules 1001-9037. 

Case: 19-30088 Doc# 3546 Filed: 08/14/19 Entered: 08/14/19 13:01:51 Page 2 of

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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 Rule 6004(a).

5. Notwithstanding 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# 3546 Filed: 08/14/19 Entered: 08/14/19 13:01:51 Page 3 of

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