Exhibit
10.1


THE
TERMS AND CONDITIONS OF THER AGREEMENT ARE PURSUANT TO THE PG&E COMPANY
OFFICER SEVERANCE PLAN, ADOPTED BY THE NOMINATING, COMPENSATION, AND GOVERNANCE
COMMITTEE OF PG&E COMPANY, AND ARE NOT SUBJECT TO NEGOTIATION




SEPARATION
AGREEMENT
 
  This
Separation Agreement (“Agreement”) is made and entered into by and between
Barbara Barcon and Pacific Gas and Electric Company (the “Company” or
“PG&E”) (collectively the “Parties”) and sets forth the terms and conditions
of Ms. Barcon’s separation from employment with the Company.  The
“Effective Date” of this Agreement is defined in
paragraph 18(a).
  1.           Resignation.  Effective
the close of business on March 1, 2010 (for purposes of this Agreement, the
“Date of Resignation”), Ms. Barcon will resign from her position as Vice
President, Finance and Chief Financial Officer of Pacific Gas and Electric
Company. Ms. Barcon shall have until March 21 2010, to accept this Agreement by
submitting a signed copy to the Company.  Regardless of whether Ms.
Barcon accepts this Agreement, on the Date of Resignation, she will be paid all
salary or wages and vacation accrued, unpaid and owed to her as of that date,
she will remain entitled to any other benefits to which she is otherwise
entitled under the provisions of the Company’s plans and programs, and she will
receive notice of the right to continue her existing health-insurance coverage
pursuant to COBRA.
  The
benefits set forth in paragraph 2 below are conditioned upon Ms. Barcon’s
acceptance of this Agreement.
  2.           Separation
benefits.  Even though Ms. Barcon is not otherwise entitled to
them, in consideration of her acceptance of this Agreement, the Company will
provide to Ms. Barcon the following separation benefits:
  a.           Severance
payment.  Under the terms of the PG&E Company Officer
Severance Policy, Ms. Barcon’s severance payment amount is Six Hundred
Ninety-Two Thousand One Hundred and Eight Dollars ($692,108.). On the Effective
Date of this Agreement as set forth in paragraph 18(a) below, the Company will
make the severance payment, less applicable withholdings and deductions to Ms.
Barcon.
  b.           Stock.  Upon the
Date of Resignation, but conditioned on the occurrence of the Effective Date of
this Agreement as set forth in paragraph 18(a) below, all
unvested  restricted stock grants, and performance share grants
provided to Ms. Barcon under PG&E Company’s 2006 Long-Term Incentive Plan
shall continue to vest, terminate, or be canceled as provided under the terms of
their respective plans or program, as modified by the PG&E Company Officer
Severance Policy in effect at the time this Agreement is signed by Ms.
Barcon.  The payment and withdrawal of Ms. Barcon’s restricted stock
grants, restricted stock unit grants, and performance share grants shall be as
provided under the terms of their respective plans or program, as modified by
the PG&E Company Officer Severance Policy in effect at the time this
Agreement is signed by Ms. Barcon.
   -1-
  c.           Career transition
services.For a maximum period of one year following the Date
of Resignation, the Company will provide Ms. Barcon with executive career
transition services from the firm of Torchiana, Mastrov & Sapiro, Inc., in
accordance with the contract between the Company and Torchiana, Mastrov &
Sapiro, Inc.  Ms. Barcon’s entitlement to services under this
Agreement will terminate when she becomes employed, either by another employer
or through self-employment other than consulting with the Company.  If
Ms. Barcon becomes employed, she will promptly notify PG&E Company’s Human
Resources Officer to enable the Company to end the provision of services to her
by Torchiana, Mastrov & Sapiro, Inc.
  d.           Payment of COBRA
premiums.If Ms. Barcon elects and is otherwise eligible to
continue her existing health-insurance coverage pursuant to COBRA, the Company
will pay her monthly COBRA premiums for the eighteen-month period commencing the
first full month after the Date of Resignation and until and unless Ms. Barcon
becomes covered under the health-insurance plan of another employer or through
self-employment.  Ms. Barcon will promptly notify the PG&E
Company’s Human Resources Officer if she becomes employed within that
period.
  3.           Defense and indemnification in
third-party claims.The Company and/or its parent, affiliate,
or subsidiary will provide Ms. Barcon with legal representation and
indemnification protection in any legal proceeding in which she is a party or is
threatened to be made a party by reason of the fact that she is or was an
employee or officer of the Company and/or its parent, affiliate or subsidiary,
in accordance with the terms of the resolution of the Board of Directors of
PG&E Company dated December 18, 1996.
  4.           Cooperation with legal
proceedings.  Ms. Barcon will, upon reasonable notice, furnish
information and proper assistance to the Company and/or its parent, affiliate or
subsidiary (including truthful testimony and document production) as may
reasonably be required by them or any of them in connection with any legal,
administrative or regulatory proceeding in which they or any of them is, or may
become, a party, or in connection with any filing or similar obligation imposed
by any taxing, administrative or regulatory authority having jurisdiction,
provided, however, that the Company and/or its parent, affiliate or subsidiary
will pay all reasonable expenses incurred by Ms. Barcon in complying with this
paragraph.
  5.           Release of claims and covenant not to
sue.
  a.           In
consideration of the separation benefits and other benefits the Company is
providing under this Agreement, Ms. Barcon, on behalf of herself and her
representatives, agents, heirs and assigns, waives, releases, discharges and
promises never to assert any and all claims, liabilities or obligations of every
kind and nature, whether known or unknown, suspected or unsuspected that she
ever had, now has or might have as of the Effective Date against the Company or
its predecessors, parent, affiliates, subsidiaries, shareholders, owners,
directors, officers, employees, agents, attorneys, successors, or
assigns.  These released claims include, without limitation, any
claims arising from or related to Ms. Barcon’s employment with the Company, its
parent or any of its affiliates and subsidiaries, and the termination of that
employment.  These released claims also specifically include, but are
not limited, any claims arising under any federal, state and local statutory or
common law, such as (as amended and as applicable)
Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the
 
 
 -2-
 
 
 
 Americans
With Disabilities Act, the Employee Retirement Income Security Act, the
California Fair Employment and Housing Act, the California Labor Code, any other
federal, state or local law governing the terms and conditions of employment or
the termination of employment, and the law of contract and tort; and any claim
for attorneys’ fees.
  b.           Ms.
Barcon acknowledges that there may exist facts or claims in addition to or
different from those which are now known or believed by her to
exist.  Nonetheless, this Agreement extends to all claims of every
nature and kind whatsoever, whether known or unknown, suspected or unsuspected,
past or present, and Ms. Barcon specifically waives all rights under Section
1542 of the California Civil Code which provides that:
  A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
      RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
      HER SETTLEMENT WITH THE DEBTOR.
  c.           With
respect to the claims released in the preceding paragraphs, Ms. Barcon will not
initiate or maintain any legal or administrative action or proceeding of any
kind against the Company or its predecessors, parent, affiliates, subsidiaries,
shareholders, owners, directors, officers, employees, agents, attorneys,
successors, or assigns, for the purpose of obtaining any personal relief, nor
(except as otherwise required or permitted by law) assist or participate in any
such proceedings, including any proceedings brought by any third
parties.
  6.           Re-employment.  Ms.
Barcon will not seek any future re-employment with the Company, its parent or
any of its subsidiaries or affiliates.  This paragraph will not,
however, preclude Ms. Barcon from accepting an offer of future employment from
the Company, its parent or any of its subsidiaries or affiliates.
  7.           Non-disclosure.
  a.           Ms.
Barcon will not disclose, publicize, or circulate to anyone in whole or in part,
any information concerning the existence, terms, and/or conditions of this
Agreement without the express written consent of the PG&E Company’s Chief
Legal Officer unless otherwise required or permitted by
law.  Notwithstanding the preceding sentence, Ms. Barcon may disclose
the terms and conditions of this Agreement to her family members, and any
attorneys or tax advisors, if any, to whom there is a bona fide need for disclosure
in order for them to render professional services to him, provided that the
person first agrees to keep the information confidential and not to make any
disclosure of the terms and conditions of this Agreement unless otherwise
required or permitted by law.
   -3-
  
  b.           Ms.
Barcon will not use, disclose, publicize, or circulate any confidential or
proprietary information concerning the Company or its subsidiaries or
affiliates, which has come to her attention during her employment with the
Company, unless doing so is expressly authorized in writing by the PG&E
Company’s Chief Legal Officer, or is otherwise required or permitted by
law.  Before making any legally-required or permitted disclosure, Ms.
Barcon will give the Company notice at least ten (10) business days in
advance.
   8.           Non-Disparagement.Ms.
Barcon agrees to refrain from performing any act, engaging in any conduct or
course of action or making or publishing any statements, claims, allegations or
assertions, which have or may reasonably have the effect of demeaning the name
or business reputation of  the Company, or any of its parent
companies, subsidiaries or affiliates, or any of their respective employees,
officers, directors, agents or advisors in their capacities as such or which
adversely affects (or may reasonably be expected adversely to affect) the best
interests (economic or otherwise) of any of them.  The Company agrees
to refrain from performing any act, engaging in any conduct or course of action
or making or publishing any statements, claims, allegations or assertions in any
print, electronic or television media or in investor conference calls or
webcasts, which have or may reasonably have the effect of demeaning the name or
business reputation of Ms. Barcon.  The Company further agrees to
instruct its officers, (in each case, while such person remains an officer of
the Company) to comply with the Company’s obligations under this
paragraph.   In the event the Company’s Chief Legal Officer or
Head of Human Resources acquires actual knowledge that a violation of the
Company’s obligations under this paragraph 8 has occurred, the Company shall
take reasonable action to reprimand and further discourage such behavior in
violation of this paragraph 8.   Each Party agrees that nothing
in this paragraph 8 shall preclude the other Party from fulfilling any duty or
obligation that she or it may have at law, from responding to any subpoena or
official inquiry from any court or government agency, including providing
truthful testimony, documents subpoenaed or requested or otherwise cooperating
in good faith with any proceeding or investigation, or from taking any
reasonable actions to enforce such party’s rights under this Agreement in
accordance with the dispute resolution provisions specified in paragraph 15
hereof. Each Party shall continue to comply with its or her obligations under
this Paragraph 8 regardless of any alleged breach by the other Party of its or
her agreements contained in this paragraph 8 unless and until there has been a
final determination by a court or an arbitration panel that the other Party has
breached its or her obligations under this paragraph.
  9.           No unfair
competition.
  a.           Ms.
Barcon will not engage in any unfair competition against the Company, its parent
or any of its subsidiaries or affiliates.
  b.           For
a period of one year after the Effective Date, Ms. Barcon will not, directly or
indirectly, solicit or contact for the purpose of diverting or taking away or
attempt to solicit or contact for the purpose of diverting or taking
away:
  (1)
              any
      existing customer of the Company or its parent, affiliates
    or
   -4-
  subsidiaries;
  (2)
              any
      prospective customer of the Company or its parent, affiliates or
      subsidiaries about whom Ms. Barcon acquired information as a result of any
      solicitation efforts by the Company or its parent, affiliates or
      subsidiaries, or by the prospective customer, during Ms. Barcon’s
      employment with the Company;
  (3)
              any
      existing vendor of the Company or its parent, affiliates or
      subsidiaries;
  (4)
              any
      prospective vendor of the Company or its parent, affiliates or
      subsidiaries, about whom Ms. Barcon acquired information as a result of
      any solicitation efforts by the Company or its parent, affiliates or
      subsidiaries, or by the prospective vendor, during Ms. Barcon’s employment
      with the Company;
  (5)
              any
      existing employee, agent or consultant of the Company or its parent,
      affiliates or subsidiaries, to terminate or otherwise alter the person’s
      or entity’s employment, agency or consultant relationship with the Company
      or its parent, affiliates or subsidiaries;
or
  (6)
              any
      existing employee, agent or consultant of the Company or its parent,
      affiliates or subsidiaries, to work in any capacity for or on behalf of
      any person, company or other business enterprise that is in competition
      with the Company or its parent, affiliates or
  subsidiaries.
   10.           Material breach by
Employee.  In the event that Ms. Barcon breaches any material
provision of this Agreement, including but not necessarily limited to paragraphs
4, 5, 6, 7, 8 and/or 9, the Company will have no further obligation to pay or
provide to her any unpaid amounts or benefits specified in this Agreement and
will be entitled to immediate return of any and all amounts or benefits
previously paid or provided to her under this Agreement and to recalculate any
future pension benefit entitlement without the additional credited age she
received or would have received under this Agreement.  Despite any
breach by Ms. Barcon, her other duties and obligations under this Agreement,
including her waivers and releases, will remain in full force and
effect.  In the event of a breach or threatened breach by Ms. Barcon
of any of the provisions in paragraphs 4, 5, 6, 7, 8, and/or 9, the Company
will, in addition to any other remedies provided in this Agreement, be entitled
to equitable and/or injunctive relief and,
   -5-
  because
the damages for such a breach or threatened breach will be difficult to
determine and will not provide a full and adequate remedy, the Company will also
be entitled to specific performance by Ms. Barcon of her obligations under
paragraphs 4, 5, 6, 7, 8, and/or 9.  Pursuant to paragraph 15, and
except as otherwise prohibited or limited by law, Ms. Barcon will also be liable
for any litigation costs and expenses that the Company incurs in successfully
seeking enforcement of its rights under this Agreement, including reasonable
attorney’s fees.
  11.           Material breach by the
Company.  Ms. Barcon will be entitled to recover actual damages
in the event of any material breach of this Agreement by the Company, including
any unexcused late or non-payment of any amounts owed under this Agreement, or
any unexcused failure to provide any other benefits specified in this
Agreement.  In the event of a breach or threatened breach by the
Company of any of its material obligations to him under this Agreement, Ms.
Barcon will be entitled to seek, in addition to any other remedies provided in
this Agreement, specific performance of the Company’s obligations and any other
applicable equitable or injunctive relief.  Pursuant to paragraph 15,
and except as prohibited or limited by law, the Company will also be liable for
any litigation costs and expenses that Ms. Barcon incurs in successfully seeking
enforcement of her rights under this Agreement, including reasonable attorney’s
fees.  Despite any breach by the Company, its other duties and
obligations under this Agreement will remain in full force and
effect.
  12.           
No admission of
liability.  This Agreement is not, and will not be considered,
an admission of liability or of a violation of any applicable contract, law,
rule, regulation, or order of any kind.
  13.           Complete
agreement.  This Agreement sets forth the entire agreement
between the Parties pertaining to the subject matter of  this
Agreement and fully supersedes any prior or contemporaneous negotiations,
representations, agreements, or understandings between the Parties with respect
to any such matters, whether written or oral (including any that would have
provided Ms. Barcon with any different severance arrangements).  The
Parties acknowledge that they have not relied on any promise, representation or
warranty, express or implied, not contained in this Agreement.  Parole
evidence will be inadmissible to show agreement by and among the Parties to any
term or condition contrary to or in addition to the terms and conditions
contained in this Agreement.
  
  14.           Severability.  If
any provision of this Agreement is determined to be invalid, void, or
unenforceable, the remaining provisions will remain in full force and effect
except that, should paragraphs 4, 5, 6, 7, 8 and/or 9 be held invalid, void or
unenforceable, either jointly or separately, the Company will be entitled to
rescind the Agreement and/or recover from Ms. Barcon any payments made and
benefits provided to her under this Agreement.
  15.           Arbitration.  With
the exception of any request for specific performance, injunctive or other
equitable relief, any dispute or controversy of any kind arising out of or
related to this Agreement, Ms. Barcon’s employment with the Company (or with the
employing subsidiary), the separation of Ms. Barcon from that employment and
from her positions as an officer and/or director of the Company or any
subsidiary or affiliate, or any claims for benefits,
   -6-
 will
be resolved exclusively by final and binding arbitration using a three-member
arbitration panel in accordance with the Commercial Arbitration Rules of the
American Arbitration Association currently in effect, provided, however, that in
rendering their award, the arbitrators will be limited to accepting the position
of Ms. Barcon or the Company.  The only claims not covered by this
paragraph are any non-waivable claims for benefits under workers’ compensation
or unemployment insurance laws, which will be resolved under those
laws.  Any arbitration pursuant to this paragraph will take place in
San Francisco, California.  The Parties may be represented by legal
counsel at the arbitration but must bear their own fees for such representation
in the first instance.  The prevailing party in any dispute or
controversy covered by this paragraph, or with respect to any request for
specific performance, injunctive or other equitable relief, will be entitled to
recover, in addition to any other available remedies specified in this
Agreement, all litigation expenses and costs, including any arbitrator,
administrative or filing fees and reasonable attorneys’ fees, except as
prohibited or limited by law.  The Parties specifically waive any
right to a jury trial on any dispute or controversy covered by this
paragraph.  Judgment may be entered on the arbitrators’ award in any
court of competent jurisdiction.  Subject to the arbitration
provisions of this paragraph, the sole jurisdiction and venue for any action
related to the subject matter of this Agreement will be the California state and
federal courts having within their jurisdiction the location of the Company’s
principal place of business in California at the time of such action, and both
Parties thereby consent to the jurisdiction of such courts for any such
action.
  16.           Governing law.  This
Agreement will be governed by and construed under the laws of the United States
and, to the extent not preempted by such laws, by the laws of the State of
California, without regard to their conflicts of laws provisions.
  17.           No waiver.  The
failure of either Party to exercise or enforce, at any time, or for any period
of time, any of the provisions of this Agreement will not be construed as a
waiver of that provision, or any portion of that provision, and will in no way
affect that party’s right to exercise or enforce such provisions.  No
waiver or default of any provision of this Agreement will be deemed to be a
waiver of any succeeding breach of the same or any other provisions of this
Agreement.
  18.           Acceptance of
Agreement.
  a.           Ms.
Barcon was provided up to 21 days to consider and accept the terms of this
Agreement and was advised to consult with an attorney about the Agreement before
signing it.  The provisions of the Agreement are, however, not subject
to negotiation.  After signing the Agreement, Ms. Barcon will have an
additional seven (7) days in which to revoke in writing acceptance of this
Agreement.  To revoke, Ms. Barcon will submit a signed statement to
that effect to PG&E Company’s Chief Legal Officer before the close of
business on the seventh day.  If Ms. Barcon does not submit a timely
revocation, the Effective Date of this Agreement will be the eighth day after
she has signed it.
   -7-
  
  b.           Ms.
Barcon acknowledges reading and understanding the contents of this Agreement,
being afforded the opportunity to review carefully this Agreement with an
attorney of her choice, not relying on any oral or written representation not
contained in this Agreement, signing this Agreement knowingly and voluntarily,
and, after the Effective Date of this Agreement, being bound by all of its
provisions.
  
  
  
  Dated:
              2/24/10
              
              PG&E
      COMPANY
 
 By:
              LAURIE
      SHAKURLAURIE
      SHAKURDated:
              2/24/10
              
              
              BARBARA
      BARCONBARBARA
      BARCON
 
   -8-