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

EXHIBIT A 

[PROPOSED] Order

Case: 19-30088 Doc# 4254-1 Filed: 10/17/19 Entered: 10/17/19 14:35:14 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 DIVISION 

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 

PACIFIC GAS AND ELECTRIC COMPANY 

☐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# 4254-1 Filed: 10/17/19 Entered: 10/17/19 14:35:14 Page 2

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

 Upon the Motion dated October 1, 2019 [Docket No. 4060] (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(b) and 105(a) of title 11 of the United States 

Code (the “Bankruptcy Code”), for an order approving the terms of employment for the new Chief 

Executive Officer and President of the Utility, 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 the Court having reviewed the 

Motion, Mistry Declaration, Ringlee Declaration, and related pleadings filed with the Court; and the 

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 Utility, its estate, creditors, shareholders, and all parties in interest and 

represents a sound exercise of the Utility’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 set forth herein.

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

employment for Andrew M. Vesey, as CEO and President of the Utility, as set forth in the Motion are 

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

1

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

the Motion. 

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

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 PerformanceBased 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. For the avoidance of doubt, any severance payment due and payable to Mr. 

Vesey during the pendency of the Chapter 11 Cases shall only be paid in accordance with section 

503(c)(2) of the Bankruptcy Code. 

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# 4254-1 Filed: 10/17/19 Entered: 10/17/19 14:35:14 Page 4

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