ex1054.htm


    
Exhibit
10.54

      


       

      
        	
                 
      

              	
                PG&E
      CORPORATION

              


      

      
        	
                 
      

              	
                EXECUTIVE
      STOCK OWNERSHIP PROGRAM

              


      

      


      Administrative
Guidelines

      (As
amended effective February 17, 2009)

       

      
        	
                1.

              	
                Description.  The
      Executive Stock Ownership Program (“Program”) was approved by the
      Nominating and Compensation Committee of the Board of Directors on October
      15, 1997.  The Program is an important element of the
      Committee’s compensation policy of aligning executive interests with those
      of the Corporation’s shareholders.  As an integral part of the
      Program, the Committee also authorized the use of Special Incentive Stock
      Ownership Premiums (“SISOPs”) which are designed to provide incentives to
      Eligible Executives to assist in achieving minimum stock ownership targets
      established by the Committee.  These Guidelines were originally
      adopted by the Committee on November 19, 1997, amended by the Committee on
      July 22, 1998, October 21, 1998, February 16, 2000, September 19, 2000,
      February 19, 2003, February 15, 2006, effective January 1, 2009, and
      February 17, 2009.  These amended Guidelines, along with the
      written materials provided to the Committee on October 15, 1997, describe
      the Program which became effective on January 1, 1998.  The
      Program is administered by the Corporation’s Senior Human Resources
      Officer.

              


      

       

      
        	
                2.

              	
                Eligible
      Executives.  The Chief Executive Officer shall designate
      the officers of the Corporation and its affiliates who shall be Eligible
      Executives covered by the Program. The officers covered by the Guidelines
      and the applicable total stock ownership target (“Target”)
      are:

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Officer
      Band

                                                    	
                                                      Position

                                                    	
                                                      Total
      Stock

                                                      Ownership
      Target

                                                    
	
                                                       

                                                      1

                                                       

                                                    	
                                                       

                                                      CEO

                                                    	
                                                       

                                                      3 x
      base salary

                                                    
	
                                                       

                                                      2

                                                       

                                                    	
                                                       

                                                      Heads
      of Business Lines, CFO, & General Counsel

                                                    	
                                                       

                                                      2 x
      base salary

                                                    
	
                                                       

                                                      3

                                                       

                                                    	
                                                       

                                                      SVPs
      of Corp. & Utility

                                                    	
                                                       

                                                      1.5
      x base
salary

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        	
                3.

              	
                Annual
      Milestones.  Under the Guidelines, Targets are designed
      to be achieved by the end of the fifth calendar year following the
      calendar year in which an officer first becomes an Eligible Executive
      (“Target Date”).  Annual Milestones have been established as a
      means of measuring progress towards achieving Targets and of providing
      incentives for Eligible Executives to expeditiously meet their
      Targets.  The Annual Milestone at the end of the first full
      calendar year is 20 percent of the Target, and the Annual Milestone for
      each succeeding year is an additional 20 percent of the
      Target.  Annual Milestones shall be adjusted to reflect changes
      in base salary; provided, however, that in each instance any such
      modification shall be amortized over the remaining original five-year
      term.  Following the Target Date, Targets also shall be modified
      to reflect changes in base salary.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                4.

              	
                Calculation of Stock
      Ownership Levels.  Stock ownership level is the dollar
      value of stock and stock equivalents owned by an Eligible Executive and
      calculated as of the last day of the calendar year (“Measurement
      Date”).  The purpose of this calculation is to determine the
      value of the stock or stock equivalents owned by the Eligible Executive as
      compared with the Annual Milestone or Target for that
      executive.  For purposes of this calculation, the value per
      share of stock or stock equivalent ("Measurement Value") is the average
      closing price of PG&E Corporation common stock as traded on the New
      York Stock Exchange for the last thirty (30) trading days of the
      year.

              


      

       

      
        	
                 
      

              	
                a)

              	
                The
      value of stock beneficially owned by the Eligible Executive is determined
      by multiplying the number of shares owned beneficially on the Measurement
      Date times the Measurement Value.

              


      

       

      
        	
                 
      

              	
                b)

              	
                The
      value of PG&E Corporation phantom stock units credited to the Eligible
      Executive's account in the PG&E Corporation Supplemental Retirement
      Savings Plan (“SRSP”) is determined by multiplying the number of phantom
      stock units credited to the Eligible Executive's SRSP account on the
      Measurement Date times the Measurement
Value.

              


      

       

      
        	
                 
      

              	
                c)

              	
                The
      value of stock held in the PG&E Corporation stock fund of any defined
      contribution plan maintained by PG&E Corporation or any of its
      subsidiaries is determined by multiplying the number of shares in such
      plan on the Measurement Date times the Measurement
  Value.

              


      

       

      
        	
                 
      

              	
                d)

              	
                The
      value of restricted stock held by the Eligible Executive is determined by
      multiplying the number of shares held by the Eligible Executive on the
      Measurement Date times the Measurement Value (for purposes of this
      calculation, restricted stock shall include any shares that have been
      approved by the Compensation Committee but not yet issued as of the
      Measurement Date).

              


      

       

      
        	
                 
      

              	
                e)

              	
                The
      value of unvested restricted stock units held by the Eligible Executive on
      the Measurement Date is determined by multiplying the number of
      outstanding restricted stock units held by the Eligible Executive on the
      Measurement Date times the Measurement Value (for purposes of this
      calculation, restricted stock units shall include any units that have been
      approved by the Compensation Committee but not yet issued as of the
      Measurement Date).

              


      

       

      
        	
                5.

              	
                Award of
      SISOPs.  SISOPs are awarded to Eligible Executives who
      achieve and maintain stock ownership levels prior to the end of the third
      year following the year in which an officer first became an Eligible
      Executive.  For purposes of determining awards, the total stock
      ownership level is calculated as set forth under paragraph 4 on the
      Measurement Date; however, such calculations will exclude the value of
      restricted stock held by the Eligible Executive as defined in paragraph
      4(d) and will exclude the value of restricted stock units held by the
      Eligible Executive as defined in paragraph 4(e).  The amount of
      a SISOP award shall be equal to:

              


      

       

      
        	
                 
      

              	
                a)

              	
                For
      the first year, 20 percent of the amount of the Eligible Executive’s stock
      ownership level at the end of the year, up to the Annual Milestone, plus
      an additional 30 percent of the amount by which the stock ownership level
      exceeds the Annual Milestone up to the Target;
  and

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                b)

              	
                For
      each of the second and third years, the current stock ownership level is
      reduced by the stock ownership level used to calculate previous SISOP
      awards to determine the new ownership, then 20 percent of the amount up to
      the Annual Milestone by which the end of the year stock ownership level
      exceeds the beginning of the year stock ownership level, plus an
      additional 30 percent of the amount by which the end of the year balance
      exceeds the Annual Milestone, up to the
Target.

              


      

       

      Each time
a SISOP award calculation is made, a second calculation also is made to
determine the minimum number of shares which must be retained by the Eligible
Executive to avoid forfeiture of the SISOP award ("Minimum Ownership Level") as
discussed below in paragraph 8.  This calculation converts the dollar
value of the stock ownership level used as the basis for qualifying for SISOPs
into a number of shares of stock by dividing that stock ownership level by the
Measurement Value.  Thus, for example, if an Eligible Executive's
stock ownership level (less restricted stock and restricted stock units held by
the Eligible Executive) was $250,000 and the Measurement Value was $25 per
share, then the Minimum Ownership Level would be 10,000 shares.

       

       

      For
purposes of this calculation, the maximum share ownership level used is the
Eligible Executive's Target.  If an Eligible Executive has a share
ownership level higher than his/her Target, the increment over the Target is not
included.  Thus, for example, if an Eligible Executive has a Target of
$750,000 and his/her share ownership level is $900,000, then only $750,000 is
used to calculate the Minimum Ownership Level.

       

       

      
        	
                6.

              	
                SISOPs Credited to the
      SRSP.  Upon award, SISOPs are credited to the Eligible
      Executive's SRSP account and converted into units of phantom stock each
      equal in value to a share of PG&E Corporation common stock ("SISOP
      units") as determined in accordance with the SRSP.  The SISOP
      units constitute "incentive awards" authorized to be awarded by the
      Committee to Eligible Executives under the PG&E Corporation 2006
      Long-Term Incentive Plan ("2006 LTIP").  Upon credit of SISOP
      units to an Eligible Executive's SRSP account, an equal number of shares
      of PG&E Corporation common stock shall be reserved for issuance from
      the pool of shares authorized for issuance under the 2006
      LTIP.  Once a SISOP unit is credited to the Eligible Executive's
      SRSP account, it shall be subject to all of the terms and conditions
      specifically applicable to SISOP units under the SRSP.  Once
      vested in accordance with paragraph 7 below, SISOP units are distributed
      in the form of an equal number of shares of PG&E Corporation common
      stock as provided in the SRSP.

              


      

       

      
        	
                7.

              	
                Vesting.  SISOPs
      vest only upon the expiration of three years after the date of award
      (provided the Eligible Executive continues to be employed on such
      date).  An Eligible Executive's unvested SISOPs will be
      forfeited upon termination of employment except as otherwise provided in
      the Vesting Guidelines in effect on the grant date for a particular
      award.

              


      

       

      
        	
                8.

              	
                Forfeiture of SISOP
      Units.  So long as SISOP units remain unvested, such
      units are subject to forfeiture if, on each Measurement Date, the Eligible
      Executive's stock ownership is less than the Minimum Ownership Level
      established when the SISOPs were granted (see paragraph 5).  To
      determine forfeiture, the following steps are followed on each Measurement
      Date:

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
        	
                 
      

              	
                a)

              	
                The
      total stock and stock equivalents owned by an Eligible Executive is
      determined as set forth under paragraph 4, excluding sections 4(d) and
      4(e).  This total ("Current Holdings") is compared with the
      Minimum Ownership Level determined when the SISOPs were
      granted.  If the Current Holdings are equal to or greater than
      the Minimum Ownership Level, then no unvested SISOP units are
      forfeited.  If the Current Holdings are less than the Minimum
      Ownership Level, then the unvested SISOP units are forfeited in the same
      proportion as the Current Holdings are less than Minimum Ownership Level
      (for example, if the Current Holdings are 20 percent less than the Minimum
      Ownership Level, then 20 percent of the SISOP units are
      forfeited).

              


      

       

      
        	
                9.

              	
                Failure to Achieve or
      Maintain Target.  Failure to achieve stock ownership
      levels at Target on the Target Date, or to maintain stock ownership levels
      at Target on any Measurement Date thereafter, will result in the deferral
      into the PG&E Corporation Phantom Stock Fund of the SRSP of awards
      from the PG&E Corporation Long-Term Incentive Program and/or 2006 LTIP
      that are settled only in cash (“Cash-Settled Awards”) and the Short-Term
      Incentive Plan (“STIP”).  As of the Target Date or any
      Measurement Date, to the extent that stock ownership levels are below
      Target, the Cash-Settled Award or STIP award (in an amount determined by
      PG&E Corporation in its sole discretion) shall be converted into
      phantom stock units, to the extent necessary to achieve the Target stock
      ownership level.  Such conversion of Cash-Settled Awards and
      STIP awards shall continue for successive Measurement Dates, if necessary,
      until Target is met.  Phantom stock units attributable to
      Cash-Settled Awards and STIP awards described in this paragraph 9 will be
      paid from the SRSP in a lump sum in accordance with Section 7(a) of the
      SRSP.  Notwithstanding anything to the contrary set forth in
      this Section 9, the deferral provisions of this Section 9 shall be applied
      only with respect to Cash-Settled Awards and STIP awards that can be
      deferred in accordance with the initial deferral election rules of Section
      409A of the Internal Revenue Code of 1986 determined as if the Eligible
      Executive had made a deferral election on the Target Date or Measurement
      Date, as applicable, and the Eligible Executive shall be deemed to have
      made the election hereunder on the applicable Target Date or Measurement
      Date by failing to achieve the applicable stock ownership
      levels.

              


      

      


      



      
        
          
             

          

           


        

        
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