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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,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

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

Date: July 24, 2019

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

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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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”), hereby submit this Motion (the “Motion”), pursuant to 

sections 363 and 105(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 6004 

of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for entry of an order approving 

the terms of employment for William D. Johnson as Chief Executive Officer (“CEO”) and President of 

PG&E Corp. In support of the Motion, the Debtors submit the Declaration of Douglas J. Friske, 

Managing Director at Willis Towers Watson PLC (the “Friske Declaration”) and the Declaration of 

Nora Mead Brownell, Chair of the Board of Directors of PG&E Corp. (the “Brownell Declaration”), 

filed contemporaneously herewith.

A proposed form of order granting the relief requested herein is annexed hereto as Exhibit A

(the “Proposed Order”). 

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TABLE OF CONTENTS

I. JURISDICTION ........................................................................................................................... 6

II. BACKGROUND .......................................................................................................................... 6

III. PRELIMINARY STATEMENT .................................................................................................. 6

IV. PG&E CORP.’S APPOINTMENT OF A NEW CHIEF EXECUTIVE OFFICER..................... 7

A. The Chief Executive Officer Candidate Search................................................................ 7

B. Mr. Johnson’s Qualifications............................................................................................ 8

V. TERMS OF EMPLOYMENT ...................................................................................................... 9

VI. THE 2019 PERFORMANCE METRICS................................................................................... 11

VII. BASIS FOR RELIEF REQUESTED ......................................................................................... 12

VIII. REQUEST FOR 6004(H) WAIVER .......................................................................................... 15

IX. NOTICE...................................................................................................................................... 15

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TABLE OF AUTHORITIES

Page(s)

Cases

In re 240 N. Brand Partners, Ltd.,

200 B.R. 653 (B.A.P. 9th Cir. 1996)................................................................................................. 13

In re Adelphia Commc’ns. Corp.,

Case No. 02-41729 (REG) (Bankr. S.D.N.Y. Mar. 7, 2003)............................................................ 14

In re Calpine Corp.,

Case No. 05-60200 (BRL) (Bankr. S.D.N.Y. May 15, 2005) .......................................................... 14

In re Chassix Holdings, Inc.,

Case No. 15-10578 (MEW) (Bankr. S.D.N.Y. Apr. 20, 2015)......................................................... 14

In re Ernst Home Ctr., Inc.,

209 B.R. 974 (Bankr. W.D. Wash. 1997)......................................................................................... 13

Gantler v. Stephens,

965 A.2d 695 (Del. 2009) ................................................................................................................. 13

In re Mirant Corp.,

Case No. 03-46591 (DML) (Bankr. N.D. Tex. Nov. 23, 2005)........................................................ 14

In re Pace,

67 F.3d 187 (9th Cir. 1995) .............................................................................................................. 13

In re Saxman,

325 F.3d 1168 (9th Cir. 2003) .......................................................................................................... 13

In re WorldCom, Inc.,

Case No. 02-13533 (AJG) (Bankr. S.D.N.Y. Dec. 16, 2002)........................................................... 15

Statutes

11 U.S.C. § 105(a) ........................................................................................................................ 2, 12, 13

11 U.S.C. § 363................................................................................................................. 2, 13, 12, 14, 15

11 U.S.C. § 503(c)(1).............................................................................................................................. 14

11 U.S.C. § 1107(a) and 1108................................................................................................................... 6

28 U.S.C. § 157......................................................................................................................................... 6

28 U.S.C. § 1334....................................................................................................................................... 6

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28 U.S.C. § 1408....................................................................................................................................... 6

28 U.S.C. § 1409....................................................................................................................................... 6

Other Authorities

Bankruptcy Rule 1015(b).......................................................................................................................... 6

Bankruptcy Rule 2002 ............................................................................................................................ 15

Bankrcupty Rule 5011-1(a)....................................................................................................................... 6

Bankruptcy Rule 6004(h).................................................................................................................... 2, 15

Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General 

Order 24 .............................................................................................................................................. 6

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MEMORANDUM OF POINTS AND AUTHORITIES

I. JURISDICTION

The Court has jurisdiction to consider this matter 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 (the “Bankruptcy Local Rules”). This is a core proceeding pursuant to 

28 U.S.C. § 157(b). Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court voluntary 

cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and 

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy 

Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases. The Debtors’ 

Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to Bankruptcy 

Rule 1015(b).

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an Official 

Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, the U.S. 

Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants Committee” and, 

together with the Creditors Committee, the “Committees”). 

Additional information regarding the circumstances leading to the commencement of the Chapter 

11 Cases and information regarding the Debtors’ businesses and capital structure is set forth in the 

Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related Relief [Docket 

No. 263] (the “Wells Declaration”).

III. PRELIMINARY STATEMENT

On January 13, 2019, PG&E Corp. announced that its Board of Directors (the “Board”) was 

conducting a search for a new CEO following the departure of Geisha Williams. At that time, the Board 

named John Simon as Interim Chief Executive Officer to temporarily fill the position while the Board 

engaged in its search for a permanent replacement. From the outset, the Board recognized that the 

recruitment of a permanent CEO with substantial safety and operational expertise was critical to the 

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long-term stability and success of PG&E Corp. and the Utility. Accordingly, after conducting a national 

search, on April 10, 2019, the Board1 appointed William D. Johnson as CEO and President of PG&E 

Corp., effective May 2, 2019. Concurrent with his appointment as PG&E Corp.’s new CEO and 

President, Mr. Johnson was also appointed to the Utility’s Board and to serve as a member of the Utility 

Board’s Executive Committee, effective as of the same date.

Mr. Johnson brings substantial safety and operational expertise to the Debtors from his extensive 

career in the energy industry. With more than a decade of combined chief executive officer experience 

at two large utility companies, Mr. Johnson has a keen understanding of managing risk and the 

responsibility for providing safe and reliable service to the Debtors’ 16 million customers. Most 

recently, as President and CEO of the Tennessee Valley Authority (“TVA”), Mr. Johnson was 

responsible for leading the nation’s largest publicly-owned utility in its mission of providing energy, 

environmental stewardship, and economic development across a seven-state region. Moreover, during 

Mr. Johnson’s tenure at the TVA, the organization achieved the best safety records in its 85-year history 

and was a perennial top decile safety performer in the utility industry. 

Mr. Johnson is the right leader for PG&E Corp., as the Debtors work to further strengthen their 

safety culture, continue to implement rigorous safety initiatives, and navigate the challenges associated 

with these Chapter 11 Cases. Additionally, the terms of Mr. Johnson’s proposed employment as CEO 

and President of PG&E Corp., including the incentive aspects thereof that are heavily-weighted to safety, 

are reasonable, appropriate, and should be approved. Notably, to place a greater emphasis on safety, the 

newly-constituted Board determined that Mr. Johnson’s 2019 Performance-Based Awards (as defined 

below) should be subject to a downward modifier if the Debtors fail during the relevant performance 

period to meet the threshold or target performance metric most closely aligned with wildfire safety.

IV. PG&E CORP.’S APPOINTMENT OF A NEW CHIEF EXECUTIVE OFFICER

A. The Chief Executive Officer Candidate Search

 1 The Board that appointed Mr. Johnson is the Board comprised of, among others, the ten new 

members appointed on April 9 and 10, 2019.

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Upon the departure of Ms. Williams, the Board, led by members of its Nominating and 

Governance Committee composed entirely of independent directors, commenced a national search for a 

new CEO. The Board enlisted the assistance of Spencer Stuart, a global executive search and leadership 

consulting firm with over 60 years of experience finding qualified executives and board members across 

a range of industries, including the energy and utility sectors. Commencing in January 2019, Spencer 

Stuart assisted the Board with the identification of the most qualified individuals in the market of 

available candidates, vetted approximately 15 of such individuals, and provided the Board with input as 

to its view of the most appropriate and qualified candidate who is Mr. Johnson. After the appointment 

of the ten new Board members on April 9 and 10, 2019, the newly-constituted Board fully considered 

Mr. Johnson’s qualifications and experience. The process culminated in the selection of Mr. Johnson as 

CEO and President.

B. Mr. Johnson’s Qualifications 

As set forth above, for the past six years, Mr. Johnson has served as President and CEO of the 

TVA, with responsibility for leading the nation’s largest publicly-owned utility in its mission of 

providing energy, environmental stewardship, and economic development across a seven-state region.

As stated, during Mr. Johnson’s tenure at the TVA, the organization achieved the best safety 

records in its 85-year history and has been a perennial top decile safety performer in the utility industry. 

In that same period, Mr. Johnson led the retirement of more than half of the TVA’s coal generation, 

resulting in an approximate 50% reduction of the TVA’s carbon emissions over the last decade. 

Furthermore, Mr. Johnson was responsible for leading the generation of more than 50% of the TVA’s 

energy from non-greenhouse gas emitting sources. He also oversaw the TVA’s expansion into utilityscale solar (large-scale grid connected photovoltaic generation) in recent years, with the addition of 

approximately 1,000 megawatts (mWs) of generation capacity, and pursued the modernization of the 

TVA’s hydro assets to increase the overall amount of renewable resources.

Prior to his tenure at the TVA, Mr. Johnson was the Chairman, President and CEO of Progress 

Energy, a Fortune 500 energy company that services approximately 3.1 million customers in the 

Carolinas and Florida, with more than 21,000 mWs of generation capacity and $9 billion in annual 

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revenues. Throughout his career in the electric utility industry, Mr. Johnson has collaborated closely 

with elected officials and other community leaders with the goal and mandate to deliver safe and reliable 

electricity to millions of customers.

The Board believes that Mr. Johnson is the right person to lead the Debtors through their Chapter 

11 Cases and to navigate this complex and challenging period in PG&E Corp.’s history. With more than 

a decade of combined chief executive experience at two large utility companies, Mr. Johnson has a deep 

understanding of the Debtors’ business operations, the risks that must be promptly addressed, and the 

responsibility of keeping customers and communities safe. Further, it is the Board’s judgment that Mr. 

Johnson is well equipped and, indeed, fully committed, to address the Debtors’ safety culture, to restore 

confidence, and to work constructively with regulators, policymakers, and other stakeholders in an open 

and transparent fashion in support of California’s safety and other policy goals.

V. TERMS OF EMPLOYMENT

On April 10, 2019, the Board formally appointed Mr. Johnson as CEO and President of PG&E 

Corp., effective May 2, 2019, and approved his proposed compensation arrangements, subject to 

development and approval of the Performance Metrics. As stated, concurrent with the effective date of 

his appointment as PG&E Corp.’s new CEO and President, Mr. Johnson was also appointed to the 

Utility’s Board and to its Executive Committee.

The following is a summary of the material economic terms of Mr. Johnson’s employment 

arrangements for a three-year employment period:

2

Category Description

Base Salary

• Annual base salary of $2.5 million.

Transition Payment

• One-time cash transition payment of $3 million.

3

• PG&E Corp.’s standard relocation policy for expenses relating to 

moving to California.

 2 Mr. Johnson is currently being paid his compensation, subject to Court approval. 

3 Subject to claw-back and repayment in the event Mr. Johnson resigns or is terminated for “Cause”

within 12 months of his start date. “Cause” is defined in the PG&E Corp. 2012 Officer Severance 

Policy.

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Category Description

Equity Awards4 • Equity awards will consist of (i) time based restricted stock units 

(“RSUs”) and performance-based restricted stock units 

(“PRSUs”); and (ii) stock options (“Options”). 5

• RSUs and PRSUs. Annual equity award with a target value of $3.5 

million. 25% of such award consisting of RSUs and 75% of such 

award consisting of PRSUs. 

• Each annual award of RSUs will vest in three equal installments on 

each of the first three anniversaries of the date of the grant.

• Each annual award of PRSUs will be subject to annual

performance-based vesting metrics (the “Performance Metrics”) 

described below. The first annual award of PRSUs will have a 

performance period beginning on April 1, 2019 and ending on 

December 31, 2019, and the second and third annual awards will 

have one-year performance periods ending on December 31, 2020 

and December 31, 2021, respectively. As set forth below, the 

Performance Metrics for 2019 have been established, and 

consistent with customary practice, Performance Metrics for the 

ensuing two years will be established by the Board. 

• Stock Options. One-time grant of three tranches of performancebased Options, (payable in cash or shares at Mr. Johnson’s option) 

as follows: (i) tranche 1 consists of a maximum 1.2 million Options 

(800,000 Options at target level performance) with an exercise 

price of $25.00 per share exercisable until the fourth anniversary of 

the grant date, (ii) tranche 2 consists of a maximum 1.5 million 

Options (1 million Options at target level performance) with an 

exercise price of $40.00 per share exercisable until the fourth 

anniversary of the grant date, and (iii) tranche 3 consists of a 

maximum 1.6 million Options (approximately 1.1 million Options 

at target level performance) with an exercise price of $50.00 per 

share exercisable until the fifth anniversary of the grant date. Each 

tranche of Options will be subject to annual Performance Metrics

and will be divided into three equal installments. The first 

installment of each tranche will have a performance period starting 

on April 1, 2019 and ending December 31, 2019. The second and 

third installments of each tranche will have one-year performance 

periods ending December 31, 2020 and December 31, 2021,

respectively. Each tranche of Options will vest annually in three 

equal installments based on performance results certified by 

Internal Auditing and approved by the Compensation Committee.

Anti-Dilution 

• All equity incentive compensation will be subject to anti-dilution 

provisions upon a spin-off to shareholders and in connection with a 

rights offering to shareholders or other transactions in which 

 4 If Mr. Johnson’s employment is terminated by PG&E Corp. for Cause, all outstanding equity awards 

will be forfeited for no consideration. 

5 The initial award of RSUs and PRSUs will be based on the volume-weighted average price of PG&E 

Corp. common stock for the 15 consecutive trading days immediately preceding April 3, 2019. 

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Category Description

shareholders are subject to the same anti-dilution protections as Mr. 

Johnson.

Severance6

• If Mr. Johnson’s employment is terminated by PG&E Corp. 

without Cause, Mr. Johnson will be entitled to a cash payment of 

$2.5 million. 

• With respect to Mr. Johnson’s RSUs, if Mr. Johnson’s employment 

is terminated by PG&E Corp. without Cause, a pro-rated portion of 

Mr. Johnson’s RSUs will vest proportionally based on the number 

of months that Mr. Johnson was employed in the current annual 

vesting period, divided by 12. 

• With respect to Mr. Johnson’s annual award of PRSUs, (i) if Mr. 

Johnson’s employment is terminated by PG&E Corp. without 

Cause during the 2019 calendar year, a pro-rated portion of Mr. 

Johnson’s PRSUs will vest proportionally based on the number of 

months that Mr. Johnson was employed in 2019, divided by 8 (the 

number of months from May 2, 2019 until year end), and 

achievement of his 2019 Performance Metrics, and (ii) if Mr. 

Johnson’s employment is terminated by PG&E Corp. without 

Cause during the 2020 or 2021 calendar year, a pro-rated portion of 

Mr. Johnson’s PRSUs will vest proportionally based on the number 

of months that Mr. Johnson was employed in 2020 or 2021, as 

applicable, divided by 12, and the achievement of the Performance 

Metrics for PRSUs granted for the prior year.

The employment terms also include, among other things, customary health, retirement, and 

other benefits provided to senior executives of the Debtors.

VI. THE 2019 PERFORMANCE METRICS 

As the Court is aware, by Order dated April 29, 2019, it approved the Debtors’ 2019 Short-Term 

Incentive Plan (“2019 STIP”), a broad-based program under which approximately 10,000 employees of 

the Debtors are eligible for awards based on achieving certain performance metrics. As set forth above, 

Mr. Johnson’s annual grant of PRSUs and grant of Options are subject to the Performance Metrics. Mr. 

Johnson’s 2019 annual grant of PRSUs and the first of three installments of Options have a performance 

period beginning April 1, 2019 and ending December 31, 2019 (collectively, the “2019 PerformanceBased Awards”). Mr. Johnson’s 2019 Performance-Based Awards vest annually.

 6 Any severance payments to be made to Mr. Johnson during the pendency of these Chapter 11 Cases 

shall be subject to the provisions of the Bankruptcy Code.

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In order to align Mr. Johnson’s 2019 Performance-Based Awards with the performance metrics 

utilized in the 2019 STIP, the newly-constituted Board determined that the performance-based vesting 

conditions of Mr. Johnson’s 2019 Performance-Based Awards should use the same Performance Metrics 

and weightings as the 2019 STIP, subject to the Public Safety Index (“PSI”) modifier described below. 

The 2019 STIP calculates an overall company score by adding public and employee safety metrics 

weighted at 65%, financial metrics weighted at 25%, and customer metrics weighted at 10%, subject to 

a threshold, target, and maximum for each metric. To be consistent with the 2019 STIP, the Board 

determined that the payout ranges for all metrics of Mr. Johnson’s 2019 Performance-based Awards 

would conform to the following payout ranges under the 2019 STIP: 

• Threshold: 50% of target

• Target: 100% of target

• Maximum: 150% of target

Additionally, the Board determined that the Performance Metrics for Mr. Johnson’s 2019 

Performance-Based Awards should be further modified to place greater emphasis on the PSI metric, 

which is the metric most closely aligned with wildfire safety. More specifically, the PSI metric measures 

the electric operations safety subcomponent of the Debtors’ safety metric (25% of the overall 

Performance Metrics). Accordingly, unlike the 2019 STIP, Mr. Johnson’s 2019 Performance-Based 

Awards will be subject to a PSI modifier. If for the 2019 performance period, the aggregate score for 

the PSI metric is below threshold, the total payout for Mr. Johnson’s 2019 Performance-Based Awards 

across all components will be reduced by 50%. If, for the 2019 performance period, the aggregate score 

for the PSI metric is at or above threshold but below target, the total payout for Mr. Johnson’s 2019 

Performance-Based Awards across all components will be reduced by 25%.

The Performance Metrics for 2019, which as stated, are the same as the 2019 STIP performance 

metrics, are annexed hereto as Exhibit B.

VII. BASIS FOR RELIEF REQUESTED

The terms of Mr. Johnson’s employment as CEO and President of PG&E Corp. should be 

approved pursuant to sections 363(b) and 105(a) of the Bankruptcy Code.

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Section 363(b)(1) of the Bankruptcy Code provides that “[t]he trustee, after notice and a hearing, 

may use . . . , other than in the ordinary course of business, property of the estate.” When construing 

this and similar provisions of the Bankruptcy Code, Bankruptcy Courts generally approve the use of 

property of the estate under § 363(b)(1) when a debtor presents a “valid business justification.” In re 

240 N. Brand Partners, Ltd., 200 B.R. 653, 659 (B.A.P. 9th Cir. 1996); see also In re Ernst Home Ctr., 

Inc., 209 B.R. 974, 979 (Bankr. W.D. Wash. 1997) (debtor’s decision to enter into a transaction outside 

of the ordinary course under section 363(b)(1) must be based on “its reasonable business judgment”). 

Importantly, the business judgment rule creates “a presumption that in making a business decision the 

directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action 

taken was in the best interests of the company.” Gantler v. Stephens, 965 A.2d 695, 705 (Del. 2009) 

(citation omitted). Additionally, section 105(a) of the Bankruptcy Code provides that “[t]he court may 

issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this 

title.” U.S.C. § 105(a); In re Saxman, 325 F.3d 1168, 1174 (9th Cir. 2003); In re Pace, 67 F.3d 187, 193 

(9th Cir. 1995).

As stated above, the Debtors engaged in a national search for a new CEO to both successfully 

guide them through the Chapter 11 Cases and to provide the leadership necessary for the Debtors’ longterm success and viability. This search culminated with Mr. Johnson who has both the operational 

expertise to oversee the Debtors’ complex business enterprise and a keen focus on safety, which is of 

primary concern for the Debtors and their Board. Mr. Johnson just recently completed his tenure with 

the TVA, the country’s largest publicly-owned utility, during which the TVA achieved the best safety 

record in its 85-year history. Additionally, Mr. Johnson has expertise in both solar and other renewable 

resources that will be important to the Debtors’ operations moving forward. 

The Debtors are at a critical juncture in their operations, public perception, and in the 

administration of these Chapter 11 Cases. The Debtors and their Board believe that Mr. Johnson, with 

his industry experience, safety record, and commitment to change, will reposition the Debtors, restore 

their reputation, substantially enhance their safety culture and goals, and position the Debtors for a 

successful emergence from chapter 11. 

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Moreover, the Debtors submit that the proposed compensation arrangements for Mr. Johnson are 

reasonable. As set forth in the Friske Declaration, the value of Mr. Johnson’s compensation package,

including the transition payment, is within the range of reasonableness in the market. Moreover, Mr. 

Johnson’s compensation arrangements are more heavily focused on performance than is typical in the 

market, including the PRSUs and Options being tied to the Performance Metrics, which often is not the 

case. It also is important to note that Mr. Johnson’s performance-based compensation has a particular 

emphasis on safety. The Performance Metrics prioritize safety by giving it a 65% weighting. 

Furthermore, as stated, the application of the PSI modifier reduces the aggregate number of PRSUs and 

Options if either threshold or target performance is not achieved with respect to the electric operations 

safety subcomponent of the Debtors’ safety metric (25% of the overall Performance Metrics) which is 

most closely aligned with wildfire safety. Accordingly, as set forth in the Friske Declaration, given the 

challenges and uncertainties facing the Debtors, the proposed compensation to Mr. Johnson is reasonable

and appropriate under the circumstances. 

The Debtors do not believe that section 503(c)(1) of the Bankruptcy Code, which deals with 

retention of insiders, is at all relevant to the relief sought herein. First, the Motion seeks approval of an 

overall compensation arrangement for a new CEO, and not a KERP or a KEIP. Second, there are no

retention payments provided for in the proposed compensation arrangements. Lastly, the PerformanceBased Awards clearly are incentive based, as the Court already has recognized in connection with its 

approval of the 2019 STIP.

Lastly, numerous Bankruptcy Courts have authorized Debtors to employ high-ranking executives 

to help guide their restructuring process pursuant to section 363 of the Bankruptcy Code. See, e.g., In

re Chassix Holdings, Inc., Case No. 15-10578 (MEW) (Bankr. S.D.N.Y. Apr. 20, 2015) (approving 

interim chief financial officer and additional personnel); In re Mirant Corp., Case No. 03-46591 (DML) 

(Bankr. N.D. Tex. Nov. 23, 2005) (approving debtors’ entry into employment agreements); In re Calpine 

Corp., Case No. 05-60200 (BRL) (Bankr. S.D.N.Y. May 15, 2005) (approving, among others, debtors’ 

entry into employment agreements with chief financial officer and chief restructuring officer); In re 

Adelphia Commc’ns. Corp., Case No. 02-41729 (REG) (Bankr. S.D.N.Y. Mar. 7, 2003) (approving 

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under section 363 the employment and compensation of the debtors’ (a) chairman and chief executive 

officer, and (b) president and chief operating officer, as “in the best interests of the [d]ebtors, their estate, 

their creditors and other parties-in interest”); In re WorldCom, Inc., Case No. 02-13533 (AJG) (Bankr. 

S.D.N.Y. Dec. 16, 2002) (authorizing the employment of the president, chief executive officer and 

chairman of the board of directors as “necessary and in the best interests of the [d]ebtors and their 

estates”).

Accordingly, the Debtors believe the appointment of Mr. Johnson as CEO and President of 

PG&E Corp. is in the best interests of the Debtors, their estates, and all parties is interest, and that his 

compensation arrangements and terms of employment should be approved. 

VIII. REQUEST FOR 6004(h) WAIVER

It is critical for the Debtors to establish the right leadership to ensure long-term stability and to 

effectively guide the Debtors through these Chapter 11 Cases. Thus, the Debtors request a waiver of the 

14-day stay (to the extent such stay applies) of an order authorizing the use, sale, or lease of property 

outside the ordinary course of business under Bankruptcy Rule 6004(h). Accordingly, the Debtors 

request that the Court find that ample cause exists to grant a waiver of Bankruptcy Rule 6004(h) and 

waive the stay to the extent it applies. 

IX. NOTICE

Notice of this Motion will be provided to (i) the Office of the U.S. Trustee for Region 17 (Attn: 

Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors Committee; (iii) counsel 

to Tort Claimants Committee; (iv) the Securities and Exchange Commission; (v) the Internal Revenue 

Service; (vi) the Office of the California Attorney General; (vii) the California Public Utilities 

Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal Energy Regulatory 

Commission; (x) the Office of the United States Attorney for the Northern District of California; (xi) 

counsel for the agent under the Debtors’ debtor in possession financing facility; and (xii) those persons 

who have formally appeared in these Chapter 11 Cases and requested service pursuant to Bankruptcy 

Rule 2002. The Debtors respectfully submit that no further notice is required. 

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No previous request for the relief sought herein has been made by the Debtors to this or any other 

court.

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WHEREFORE the Debtors respectfully request entry of an order granting (i) the relief requested 

herein as a sound exercise of PG&E Corp.’s business judgment and in the best interests of its estate, 

creditors, shareholders, and all other parties interests, and (ii) such other and further relief as the Court 

may deem just and appropriate.

Dated: June 19, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/ Stephen Karotkin

Stephen Karotkin

Attorneys for Debtors and 

Debtors in Possession

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