ex1052.htm


    Exhibit
10.52

      PG&E
CORPORATION

      2006
LONG-TERM INCENTIVE PLAN

       

      AMENDED
AND RESTATED

      PERFORMANCE
SHARE AGREEMENT

       

      PG&E CORPORATION, a
California corporation, hereby amends and restates the terms and conditions of
Performance Share Agreements granting Performance Shares on January 3, 2007
under the PG&E Corporation 2006 Long-Term Incentive Plan as amended (the
“LTIP”).  The terms and conditions of the amended and restated
Performance Share Agreements are set forth below:

      


       

      
        
          	
                  The
      LTIP and Other Agreements

                	
                  This
      Agreement constitutes the entire understanding between you and PG&E
      Corporation regarding the Performance Shares, 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      superseded.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.

                   

                  For
      purposes of this Agreement, employment with PG&E Corporation shall
      mean employment with any member of the Participating Company
      Group.

                   

                
	
                  Grant
      of

                  Performance
      Shares

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

                   

                
	
                  Vesting
      of Performance Shares

                	
                  As
      long as you remain employed with PG&E Corporation, the Performance
      Shares will vest on the first business day of January (the “Vesting Date”)
      of the third year following the date of grant specified in the cover
      sheet.  Except as described below, all Performance Shares
      subject to this Agreement that have not vested shall be forfeited upon
      termination of your employment.

                   

                
	
                  Payment
      of Performance Shares

                	
                  Upon
      the Vesting Date, PG&E Corporation’s total shareholder return (TSR)
      will be compared to the TSR of the twelve other companies in PG&E
      Corporation’s comparator group1
      for the prior three calendar years (the “Performance
      Period”).  Subject to rounding considerations, there will be no
      payout for TSR below the 25th
      percentile of the comparator group; TSR at the 25th
      percentile will result in a 25% payout of Performance Shares; TSR at the
      75th
      percentile will result in a 100% payout of Performance Shares; and TSR in
      the top rank will result in a 200% payout of Performance
      Shares.  The following table sets forth the payout percentages
      for the various TSR rankings that could be achieved:

                   

                  
                                                                       Number
      of Companies in

                                                                         Total
      (Including
      PG&E)                          

                                                                                         13                                                

                     

                                                                 
                   Performance                  Rounded

                                       
                     Rank                Percentile                        Payout          

                    


                                                      1                        100%                             200%

                                                      2                          92%                             170%

                                                      3                          83%                             130%

                                                      4                          75%                             100%

                                                      5                          67%                             
      90%

                                                      6                          58%                              75%

                                                      7                          50%                              65%

                                                      8                          42%                              50%

                                                      9                          33%                              35%

                                                    10                          25%                              25%

                                                    11                          17%   
                                 
      0%

                                                    12                            8%  
                                  
      0%

                                                    13                            0%                                0%

                     

                  

                  The
      payment will equal the product of the number of vested Performance Shares,
      the applicable payout percentage, and the average closing price of a share
      of PG&E Corporation common stock for the last 30 calendar days of the
      year preceding the Vesting Date as reported on the New York Stock
      Exchange.  Payments, if any, will be made as soon as practicable
      after the Vesting Date following the date that the Compensation Committee
      of the PG&E Corporation Board of Directors certifies the TSR
      percentile rank over the Performance Period pursuant to Section 10.5(a) of
      the LTIP, but in any event within sixty (60) days after the Vesting
      Date.

                   

                
	
                  Dividends

                	
                  Each
      time that PG&E Corporation declares a dividend on its shares of common
      stock, an amount equal to the dividend multiplied by the number of
      Performance Shares granted to you by this Agreement shall be accrued on
      your behalf.  If you receive a Performance Share payout in
      accordance with the preceding paragraph, at that same time you also shall
      receive a cash payment equal to the amount of any dividends accrued over
      the Performance Period multiplied by the same payout percentage used to
      determine the amount of the Performance Share payout.

                   

                
	
                  Voluntary
      Termination

                	
                  If
      you terminate your employment with PG&E Corporation voluntarily before
      the Vesting Date, all of the Performance Shares shall be cancelled as of
      the date of such termination and any dividends accrued with respect to
      your Performance Shares shall be forfeited.

                   

                
	
                  Termination
      for Cause

                	
                  If
      your employment with PG&E Corporation is terminated by PG&E
      Corporation for cause before the Vesting Date, all of the Performance
      Shares shall be cancelled as of the date of such termination and any
      dividends accrued with respect to your Performance Shares shall be
      forfeited.  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, your unvested
      Performance Shares will vest proportionally based on the number of months
      during the Performance Period that you were employed (rounded down)
      divided by the number of months in the Performance Period (36
      months).  All other outstanding Performance Shares (and any
      associated accrued dividends) shall automatically be cancelled upon such
      termination.  Your vested Performance Shares will be payable, if
      at all, after the Vesting Date and in any event within sixty (60) days of
      the Vesting Date based on the same formula applied to active
      employees.  At that same time you also shall receive a cash
      payment, if any, equal to the amount of dividends accrued over the
      Performance Period with respect to your vested Performance Shares
      multiplied by the same payout percentage used to determine the amount, if
      any, of the Performance Share payout.

                   

                
	
                  Retirement

                	
                  If
      you retire before the Vesting Date, your outstanding Performance Shares
      will continue to vest as though your employment had continued and will be
      payable, if at all, as soon as practicable following the Vesting Date, but
      in any event within sixty (60) days of the Vesting Date.  At
      that same time you also shall receive a cash payment, if any, equal to the
      amount of dividends accrued over the Performance Period with respect to
      your Performance Shares multiplied by the same payout percentage used to
      determine the amount, if any, of the Performance Share
      payout.  You will be considered to have retired if you are age
      55 or older on the date of termination and if you were employed by
      PG&E Corporation for at least five consecutive years ending on the
      date of termination of your employment.

                   

                
	
                  Death/Disability

                	
                  If
      your employment terminates due to your death or disability before the
      Vesting Date, all of your Performance Shares shall immediately vest and
      will be payable, if at all, as soon as practicable after the Vesting Date
      and in any event within sixty (60) days of the Vesting Date based on the
      same formula applied to active employees.  At that same time you
      also shall receive a cash payment, if any, equal to the amount of
      dividends accrued over the Performance Period with respect to your
      Performance Shares multiplied by the same payout percentage used to
      determine the amount, if any, of the Performance Share
payout.

                   

                
	
                  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, 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,
      all Performance Shares shall vest proportionally based on the number of
      months during the Performance Period that you were employed (rounded down)
      divided by the number of months in the Performance Period (36
      months).  All other outstanding Performance Shares (and any
      associated accrued dividends) shall automatically be cancelled upon such
      termination.  Your vested Performance Shares will be payable, if
      at all, after the Vesting Date and in any event within sixty (60) days of
      the Vesting Date based on the same formula applied to active
      employees.  At that same time you also shall receive a cash
      payment, if any, equal to the amount of dividends accrued over the
      Performance Period with respect to your vested Performance Shares
      multiplied by the same payout percentage used to determine the amount, if
      any, of the Performance Share payout.

                   

                
	
                  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 Performance Shares subject to this
      Agreement.  If the Acquiror assumes or continues PG&E
      Corporation’s rights and obligations under this Agreement or substitutes a
      substantially equivalent award, TSR shall be calculated by aggregating (a)
      the TSR of PG&E Corporation for the period from January 1 of the year
      of grant to the date of the Change in Control, and (b) the TSR of the
      Acquiror from the date of the Change in Control to the Vesting
      Date.   The payout percentage reflected in the table set
      forth above for the highest percentile TSR performance met or exceeded
      when calculated on that basis, and considering any adjustments to the
      comparator group, will be used to determine the amount of the payout, if
      any, upon settlement of the assumed, continued or substituted award which
      settlement shall occur as soon as practicable after the Vesting Date and
      in any event within sixty (60) days of the Vesting Date.  At
      that same time you also shall receive a cash payment, if any, equal to the
      amount of dividends accrued with respect to your Performance Shares to the
      first business day of the year following the Change in Control multiplied
      by the same payout percentage used to determine the amount, if any, of the
      Performance Share payout.

                   

                  If
      this Award is neither assumed nor continued by the Acquiror or if the
      Acquiror does not provide a substantially equivalent award in substitution
      for the Performance Shares subject to this Agreement, all of your
      outstanding Performance Shares shall automatically vest and become
      nonforfeitable when the Change in Control of PG&E Corporation occurs
      before the Vesting Date.  Such vested Performance Shares will
      become payable as soon as practicable following the original Vesting Date
      and in any event within sixty (60) days of the original Vesting
      Date.  The payment, if any, will be based on PG&E
      Corporation’s TSR for the period from January 1 of the year of grant to
      the date of the Change in Control compared to the TSR of the other
      companies in PG&E Corporation’s comparator group2
      for the same period.  The payment will be calculated by
      multiplying the number of vested Performance Shares by the payout
      percentage.  The resulting number of Performance Shares will be
      multiplied by the average closing price of a share of PG&E Corporation
      common stock for the last 30 calendar days preceding the Change in Control
      as reported on the New York Stock Exchange.  At that same time
      you also shall receive a cash payment, if any, equal to the amount of
      dividends accrued with respect to your Performance Shares to the first
      business day of the year following the Change in Control multiplied by the
      same payout percentage used to determine the amount, if any, of the
      Performance Share payout.

                   

                
	
                  Termination
      In Connection with a Change in Control

                	
                  If
      your employment is terminated in connection with a Change in Control
      within three months before the Change in Control occurs or within two
      years following the Change in Control, all of your outstanding Performance
      Shares (to the extent they did not previously vest upon failure of the
      Acquiror to assume or continue this Award) shall automatically vest and
      become nonforfeitable on the date of termination of your employment. Your
      vested Performance Shares will be payable, if at all, as soon as
      practicable following the original Vesting Date and in any event within
      sixty (60) days of the Vesting Date and will be based on the same formula
      applied to active employees.  You shall also at that time
      receive a cash payment, if any, equal to the amount of dividends accrued
      over the Performance Period with respect to your vested Performance Shares
      multiplied by the same payout percentage used to determine the amount, if
      any, of the Performance Share payout.

                   

                  PG&E
      Corporation shall have the sole discretion to determine whether
      termination of your employment was made in connection with a Change in
      Control.

                   

                
	
                  Withholding
      Taxes

                	
                  PG&E
      Corporation will withhold amounts necessary to satisfy applicable taxes
      from the payment to be made with respect to your Performance
      Shares.  You will receive the remaining proceeds in
      cash.

                   

                
	
                  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.”

                   

                  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.

                   

                
	
                  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.

                   

                


        

      

      


      


      

        

      

        
        1 The
identities of the companies currently comprising the comparator group are
included in the prospectus.  PG&E Corporation reserves the right
to change the companies comprising the comparator group at any
time.

      

        
        2 The
identities of the companies currently comprising the comparator group are
included in the prospectus.  PG&E Corporation reserves the right
to change the companies comprising the comparator group at any
time.