ex1011.htm


    

      Exhibit
10.11     

       

      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

       

      AMENDMENT
AND RESTATEMENT OF

      RESTRICTED
STOCK UNIT GRANT

       

      PG&E CORPORATION, a
California corporation, granted 24,875 Restricted Stock Units to Peter A. Darbee
(the “Recipient”) on May 9, 2008 under the PG&E Corporation 2006 Long-Term
Incentive Plan, as amended on February 15, 2006, December 20, 2006, and October
17, 2007 (the “LTIP”).  Effective January 1, 2009, PG&E
Corporation and Recipient hereby agree to amend and restate the terms and
conditions of such grant of Restricted Stock Units as set forth in the attached
Amended and Restated Restricted Stock Unit Agreement (the “Agreement”) in order
to make changes to comply with Section 409A of the Internal Revenue Code of 1986
(“Code Section 409A”).

       

      


       

      By
signing this cover sheet, you agree to all of the terms and conditions described
in the attached Agreement. You and PG&E Corporation agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of the attached Agreement.

       

      


       

      Recipient:
                                         PETER
A.
DARBEE                                  

                                                                        (Signature)

      


      


      Attachment

       

      


       

      Please
sign and return to PG&E Corporation, Human Resources,

      One
Market, Spear Tower, Suite 400, San Francisco, California 94105

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            This
document constitutes part of a

            Prospectus
covering securities that

            have
been registered under the

            Securities
Act of 1933, as amended.

            


          

        

      


      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

       

      AMENDED
AND RESTATED

      RESTRICTED
STOCK UNIT AGREEMENT

       

      
        	
                The
      LTIP and Other Agreements

              	
                This
      Agreement constitutes the entire understanding between you and PG&E
      Corporation regarding the Restricted Stock Units, subject to the terms of
      the LTIP.  Any prior agreements, commitments, or negotiations
      are superseded.  In the event of any conflict or inconsistency
      between the provisions of this Agreement and the LTIP, the LTIP shall
      govern.  Capitalized terms that are not defined in this
      Agreement are defined in the LTIP.  In the event of any conflict
      or inconsistency between the provisions of this Agreement and the PG&E
      Corporation Officer Severance Policy, this Agreement shall govern. For
      purposes of this Agreement, employment with PG&E Corporation shall
      mean employment with any member of the Participating Company
      Group.

                 

              
	
                Grant
      of Restricted Stock Units

              	
                PG&E
      Corporation grants you the number of Restricted Stock Units shown on the
      cover sheet of this Agreement.  The Restricted Stock Units are
      subject to the terms and conditions of this Agreement and the
      LTIP.

                 

              
	
                Vesting
      of Restricted Stock Units

              	
                As
      long as you remain employed with PG&E Corporation, 100 percent of the
      total number of Restricted Stock Units originally subject to this
      Agreement, as shown above on the cover sheet, will vest on the first
      business day of January of 2013 (the “Vesting Date”).  Except as
      described below, all Restricted Stock Units subject to this Agreement
      which have not vested shall be cancelled upon termination of your
      employment.

                 

              
	
                Dividends

              	
                Restricted
      Stock Units will accrue Dividend Equivalents that will be converted into
      additional Restricted Stock Units based on the Fair Market Value of a
      share of PG&E Corporation common stock on the dividend payment
      date.  Such additional Restricted Stock Units will be subject to
      the same terms and conditions as the underlying Restricted Stock
      Units.

                 

              
	
                Settlement

              	
                Vested
      Restricted Stock Units will be settled in an equal number of shares of
      PG&E Corporation common stock. PG&E Corporation shall issue such
      shares as soon as practicable after the Restricted Stock Units vest upon
      Vesting Date (but not later than ninety (90) days after the Vesting Date);
      provided, however, that such issuance shall be made with respect to all of
      your outstanding vested Restricted Stock Units (after giving effect to the
      vesting provisions described below) as soon as practicable after (but not
      later than ninety (90) days after) your separation from service (within
      the meaning of Code Section 409A), if such separation occurs earlier than
      the Vesting Date.

                 

              


      

      


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      

      
        	
                Voluntary
      Termination/ Retirement1

              	
                In
      the event of your voluntary termination/Retirement, a prorated portion of
      the Restricted Stock Units will vest at the time of your separation from
      service in accordance with the percentage of time you were employed with
      PG&E Corporation during the vesting period.  All other
      unvested Restricted Stock Units shall be cancelled on the date of
      termination.

                 

              
	
                Termination
      for Cause

              	
                If
      your employment with PG&E Corporation is terminated by PG&E
      Corporation for cause before the Vesting Date, all Restricted Stock Units
      will be cancelled on the date of termination.  In general,
      termination for “cause” means termination of employment because of
      dishonesty, a criminal offense or violation of a work rule, and will be
      determined by and in the sole discretion of PG&E
      Corporation.

                 

              
	
                Termination
      other than for Cause

              	
                If
      your employment with PG&E Corporation is terminated by PG&E
      Corporation other than for cause before the Vesting Date, a prorated
      portion of the Restricted Stock Units will vest at the time of your
      separation from service in accordance with the percentage of time you were
      employed with PG&E Corporation during the vesting period (except as
      otherwise provided below in connection with a Change in
      Control).  All other unvested Restricted Stock Units shall be
      cancelled on the date of termination.

                 

              
	
                Death/Disability

              	
                If
      you separate from service due to your death or Disability, all of your
      Restricted Stock Units shall vest on the date of separation.

                 

              
	
                Termination
      Due to Disposition of Subsidiary

              	
                (1)
      If your employment is terminated (other than for cause or your voluntary
      termination) by reason of a divestiture or change in control of a
      subsidiary of PG&E Corporation, which divestiture or change in control
      results in such subsidiary no longer qualifying as a subsidiary
      corporation under Section 424(f) of the Internal Revenue Code of 1986, as
      amended (the “Code”), or (2) if your employment is terminated (other than
      for cause or your voluntary termination) coincident with the sale of all
      or substantially all of the assets of a subsidiary of PG&E
      Corporation, the Restricted Stock Units shall vest in the same manner as
      for a “Termination other than for Cause” described above.

                 

              
	
                Change
      in Control

              	
                In
      the event of a Change in Control, the surviving, continuing, successor, or
      purchasing corporation or other business entity or parent thereof, as the
      case may be (the “Acquiror”), may, without your
      consent, either assume or continue PG&E Corporation’s rights and
      obligations under this Agreement or provide a substantially equivalent
      award in substitution for the Restricted Stock Units subject to this
      Agreement.

                 

                If
      the Restricted Stock Units are neither assumed nor continued by the
      Acquiror or if the Acquiror does not provide a substantially equivalent
      award in substitution for the Restricted Stock Units, all of your
      outstanding Restricted Stock Units shall automatically vest immediately
      preceding and contingent on, the Change in Control and shall be settled on
      the Vesting Date, subject to earlier settlement upon your separation from
      service.

                 

              


      

      
        
          
            

          

        

        1Because
you have reached age 55 and have been employed by PG&E Corporation for at
least five consecutive years, a voluntary resignation would be treated as a
retirement.



      
        
          
          

        

        
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                  Termination
      In Connection with a Change in Control

                	
                  If
      your employment is terminated by PG&E Corporation (other than for
      cause) (i) following a Potential Change in Control (defined below) or (ii)
      within two years following the Change in Control, all of your outstanding
      Restricted Stock Units (to the extent they did not previously vest upon,
      for example, failure of the Acquiror to assume or continue this Award)
      shall automatically vest on the date of your separation from
      service.

                   

                  “Potential
      Change in Control” shall mean the earliest to occur of  (i) the
      date on which the PG&E Corporation executes an agreement or letter of
      intent, where the consummation of the transaction described therein would
      result in the occurrence of a Change in Control, (ii) the date on which
      the Board of Directors of PG&E Corporation approves a transaction or
      series of transactions, the consummation of which would result in a Change
      in Control, or (iii) the date on which a tender offer for PG&E
      Corporation’s voting stock is publicly announced, the completion of which
      would result in a Change in Control.

                   

                
	
                  Delay

                	
                  PG&E
      Corporation shall delay the issuance of any shares of common stock to the
      extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code
      (relating to payments made to certain “key employees” of certain
      publicly-traded companies); in such event, any shares of common stock to
      which you would otherwise be entitled during the six (6) month period
      following the date of your “separation from service” under Section 409A
      (or shorter period ending on the date of your death following such
      separation) will instead be issued on the first business day following the
      expiration of the applicable delay period.

                   

                
	
                  Withholding
      Taxes

                	
                  Prior to any event in connection with the
      Restricted Stock Units (e.g., vesting) that PG&E Corporation
      determines may result in any tax withholding obligation, whether United
      States federal, state, local, or
      non-U.S., including any social insurance, employment tax, payment on
      account, or other tax-related obligation (the “Tax
      Withholding Obligation”), you must arrange for the satisfaction of the
      minimum amount of such Tax Withholding Obligation in a manner acceptable
      to PG&E Corporation. 

                   

                  Subject to any applicable PG&E Corporation
      policies, at any time not less than
      five (5) business days (or such fewer number of business days as
      determined by PG&E Corporation) before any Tax Withholding Obligation
      arises (e.g., a Vesting Date), you
      may instruct PG&E Corporation to withhold from those shares otherwise
      issuable to you the whole number of shares sufficient to satisfy the
      minimum applicable Tax Withholding Obligation.  You acknowledge
      that the withheld shares may not be sufficient to satisfy your minimum Tax
      Withholding Obligation.  Accordingly, you agree to pay to
      PG&E Corporation as soon as practicable, including through additional
      payroll withholding, any amount of the Tax Withholding Obligation that is
      not satisfied by the withholding of shares described
      above.

                   

                


        

      

      


      
        
          
          

        

        
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                Leaves
      of Absence

              	
                For
      purposes of this Agreement, if you are on an approved leave of absence
      from PG&E Corporation, or a recipient of PG&E Corporation
      sponsored disability benefits, you will continue to be considered as
      employed.  If you do not return to active employment upon the
      expiration of your leave of absence or the expiration of your PG&E
      Corporation sponsored disability benefits, you will be considered to have
      voluntarily terminated your employment.  See above under
      “Voluntary Termination/Retirement.”

                 

                Notwithstanding
      the foregoing, if the leave of absence exceeds six (6) months, and a
      return to service upon expiration of such leave is not guaranteed by
      statute or contract, then you shall be deemed to have had a “separation
      from service” for purposes of any Restricted Stock Units that are settled
      hereunder upon such separation.  To the extent an authorized
      leave of absence is due to a medically determinable physical or mental
      impairment that can be expected to result in death or to last for a
      continuous period of at least six (6) months and such impairment causes
      you to be unable to perform the duties of your position of employment or
      any substantially similar position of employment, the six (6) month period
      in the prior sentence shall be twenty-nine (29) months.

                 

                PG&E
      Corporation reserves the right to determine which leaves of absence will
      be considered as continuing employment and when your employment terminates
      for all purposes under this Agreement.

                 

              
	
                Voting
      and Other Rights

              	
                You
      shall not have voting rights with respect to the Restricted Stock Units
      until the date the underlying shares are issued (as evidenced by
      appropriate entry on the books of PG&E Corporation or its duly
      authorized transfer agent).

                 

              
	
                No
      Retention Rights

              	
                This
      Agreement is not an employment agreement and does not give you the right
      to be retained by PG&E Corporation.  Except as otherwise
      provided in an applicable employment agreement, PG&E Corporation
      reserves the right to terminate your employment at any time and for any
      reason.

                 

              
	
                Applicable
      Law

              	
                This
      Agreement will be interpreted and enforced under the laws of the State of
      California.

              


      

       

      By
signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the LTIP.

      
 

      

        
          
            
                                                                         

            

             


          

          
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