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

EXHIBIT 1-1

Revised Proposed Order

Case: 19-30088 Doc# 3435-1 Filed: 08/07/19 Entered: 08/07/19 16:13:38 Page 1

of 4
`

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)

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).

Case: 19-30088 Doc# 3435-1 Filed: 08/07/19 Entered: 08/07/19 16:13:38 Page 2

of 4
`

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

Upon the Motion dated June 19, 2019 [Docket No. 2664] (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, Friske Declaration, and related pleadings filed with this Court; and the Court having 

held a hearing; 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 as modified herein (the 

“Modified KEIP”):

a. If earned and vested, the performance-based restricted stock unit (“PRSU”) 

awards shall be settled on or after the effective date of a chapter 11 plan of 

reorganization confirmed in these Chapter 11 Cases in equity of the reorganized 

PG&E Corporation to be issued thereunder at the value contemplated by such plan 

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

the Motion.

Case: 19-30088 Doc# 3435-1 Filed: 08/07/19 Entered: 08/07/19 16:13:38 Page 3

of 4
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

of reorganization;

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

Assembly Bill 1054, including section 8389 of the Public Utilities Code, as they 

may be amended or supplemented, the Debtors shall modify the terms of the 

Modified KEIP;

c. Upon a decision by the Compensation Committee or Board, as applicable, to 

approve a new participant in the Modified KEIP, the Debtors shall provide the 

advisors of the Official Committee of Unsecured Creditors (the “Creditors 

Committee”) with the identity, job title, job responsibilities and compensation 

of any such new participant at least seven (7) business days prior to the new 

participant’s inclusion in the Modified KEIP;

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

calculations underlying the proposed settlement of any KEIP Awards at least 

seven (7) business days prior to the settlement of the KEIP Awards; and

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

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

Committee.

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

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

any payments that come due thereunder during these Chapter 11 Cases. 

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

granted in this Order.

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# 3435-1 Filed: 08/07/19 Entered: 08/07/19 16:13:38 Page 4

of 4