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PG&E Corp., et al. – ‘10-Q’ for 3/31/21 – ‘EX-10.10’

On:  Thursday, 4/29/21, at 8:52am ET   ·   For:  3/31/21   ·   Accession #:  1004980-21-13   ·   File #s:  1-02348, 1-12609

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  As Of               Filer                 Filing    For·On·As Docs:Size

 4/29/21  PG&E Corp.                        10-Q        3/31/21  106:13M
          Pacific Gas & Electric Co.

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.50M 
 6: EX-10.10    Material Contract                                   HTML     48K 
 7: EX-10.11    Material Contract                                   HTML     50K 
 8: EX-10.12    Material Contract                                   HTML     41K 
 9: EX-10.13    Material Contract                                   HTML     50K 
10: EX-10.14    Material Contract                                   HTML     60K 
11: EX-10.15    Material Contract                                   HTML     64K 
 2: EX-10.2     Material Contract                                   HTML     56K 
 3: EX-10.7     Material Contract                                   HTML     40K 
 4: EX-10.8     Material Contract                                   HTML    158K 
 5: EX-10.9     Material Contract                                   HTML     43K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     35K 
22: R1          Cover                                               HTML    123K 
23: R2          Condensed Consolidated Statements of Income         HTML    117K 
24: R3          Condensed Consolidated Statements of Comprehensive  HTML     54K 
                Income                                                           
25: R4          Condensed Consolidated Statements of Comprehensive  HTML     32K 
                Income (Parenthetical)                                           
26: R5          Condensed Consolidated Balance Sheets               HTML    214K 
27: R6          Condensed Consolidated Balance Sheets               HTML     48K 
                (Parenthetical)                                                  
28: R7          Condensed Consolidated Statements of Cash Flows     HTML    155K 
29: R8          Condensed Consolidated Statements of Cash Flows     HTML     32K 
                (Parenthetical)                                                  
30: R9          Condensed Consolidated Statements of Equity         HTML     71K 
31: R10         Organization and Basis of Presentation              HTML     35K 
32: R11         Bankruptcy Filing                                   HTML     61K 
33: R12         Summary of Significant Accounting Policies          HTML    138K 
34: R13         Regulatory Assets, Liabilities, and Balancing       HTML    103K 
                Accounts                                                         
35: R14         Debt                                                HTML     54K 
36: R15         Equity                                              HTML     37K 
37: R16         Earnings Per Share                                  HTML     42K 
38: R17         Derivatives                                         HTML     76K 
39: R18         Fair Value Measurements                             HTML    237K 
40: R19         Wildfire-Related Contingencies                      HTML    218K 
41: R20         Other Contingencies and Commitments                 HTML    218K 
42: R21         Summary of Significant Accounting Policies          HTML     96K 
                (Policies)                                                       
43: R22         Bankruptcy Filing (Tables)                          HTML     52K 
44: R23         Summary of Significant Accounting Policies          HTML    114K 
                (Tables)                                                         
45: R24         Regulatory Assets, Liabilities, and Balancing       HTML    107K 
                Accounts (Tables)                                                
46: R25         Debt (Tables)                                       HTML     51K 
47: R26         Earnings Per Share (Tables)                         HTML     42K 
48: R27         Derivatives (Tables)                                HTML    105K 
49: R28         Fair Value Measurements (Tables)                    HTML    239K 
50: R29         Wildfire-Related Contingencies (Tables)             HTML     44K 
51: R30         Other Contingencies and Commitments (Tables)        HTML     61K 
52: R31         Organization and Basis of Presentation (Details)    HTML     32K 
53: R32         Bankruptcy Filing (Chapter 11 Claims Process)       HTML     37K 
                (Details)                                                        
54: R33         Bankruptcy Filing (Reorganization Items, Net)       HTML     35K 
                (Details)                                                        
55: R34         Bankruptcy Filing (Schedule of Debtor               HTML     48K 
                Reorganization Items) (Details)                                  
56: R35         Summary of Significant Accounting Policies          HTML     41K 
                (Variable Interest Entities) (Details)                           
57: R36         Summary of Significant Accounting Policies          HTML     59K 
                (Components of Net Periodic Benefit Cost)                        
                (Details)                                                        
58: R37         Summary of Significant Accounting Policies          HTML     79K 
                (Reclassifications Out of Accumulated Other                      
                Comprehensive Income) (Details)                                  
59: R38         Summary of Significant Accounting Policies          HTML     70K 
                (Revenues Disaggregated by Type of Customer)                     
                (Details)                                                        
60: R39         Summary of Significant Accounting Policies          HTML     86K 
                (Wildfire Fund) (Details)                                        
61: R40         Summary of Significant Accounting Policies (Credit  HTML     38K 
                Losses) (Details)                                                
62: R41         Summary of Significant Accounting Policies (Sale    HTML     54K 
                of Transmission Tower Wireless Licenses) (Details)               
63: R42         Regulatory Assets, Liabilities, and Balancing       HTML     85K 
                Accounts (Long-Term Regulatory Assets) (Details)                 
64: R43         Regulatory Assets, Liabilities, and Balancing       HTML     51K 
                Accounts (Long-Term Regulatory Liabilities)                      
                (Details)                                                        
65: R44         Regulatory Assets, Liabilities, and Balancing       HTML     70K 
                Accounts (Current Regulatory Balancing Accounts,                 
                Net) (Details)                                                   
66: R45         Debt (Credit Facility) (Details)                    HTML     63K 
67: R46         Debt (Narrative) (Details)                          HTML     57K 
68: R47         Equity (Ownership Restrictions in PG&E              HTML     34K 
                Corporation?s Amended Articles) (Details)                        
69: R48         Earnings Per Share (Details)                        HTML     52K 
70: R49         Derivatives (Volumes of Outstanding Derivative      HTML     42K 
                Contracts, in Megawatt Hours Unless Otherwise                    
                Specified) (Details)                                             
71: R50         Derivatives (Outstanding Derivative Balances)       HTML     63K 
                (Details)                                                        
72: R51         Fair Value Measurements (Assets and Liabilities     HTML    117K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
73: R52         Fair Value Measurements (Level 3 Measurements and   HTML     53K 
                Sensitivity Analysis) (Details)                                  
74: R53         Fair Value Measurements (Level 3 Reconciliation)    HTML     39K 
                (Details)                                                        
75: R54         Fair Value Measurements (Carrying Amount and Fair   HTML     41K 
                Value of Financial Instruments) (Details)                        
76: R55         Fair Value Measurements (Schedule of Unrealized     HTML     51K 
                Gains (Losses) Related to Available-for-Sale                     
                Investments) (Details)                                           
77: R56         Fair Value Measurements (Schedule of Maturities on  HTML     47K 
                Debt Securities) (Details)                                       
78: R57         Fair Value Measurements (Schedule of Activity for   HTML     36K 
                Debt and Equity Securities) (Details)                            
79: R58         Wildfire- Related Contingencies (Restructuring      HTML     60K 
                Support Agreement) (Details)                                     
80: R59         Wildfire-Related Contingencies (2019 Kincade Fire   HTML    119K 
                and 2020 Zogg Fire) (Details)                                    
81: R60         Wildfire-Related Contingencies (Insurance)          HTML     57K 
                (Details)                                                        
82: R61         Wildfire-Related Contingencies (Insurance           HTML     44K 
                Receivable) (Details)                                            
83: R62         Wildfire-Related Contingencies (Regulatory          HTML     37K 
                Recovery) (Details)                                              
84: R63         Wildfire-Related Contingencies (Wildfire-Related    HTML     41K 
                Derivative Litigation) (Details)                                 
85: R64         Wildfire-Related Contingencies (Wildfire-Related    HTML     44K 
                Securities Class Action Litigation) (Details)                    
86: R65         Wildfire-Related Contingencies (De-energization     HTML     34K 
                Class Action) (Details)                                          
87: R66         Wildfire-Related Contingencies (District Attorneys  HTML     36K 
                Offices Investigations) (Details)                                
88: R67         Wildfire-Related Contingencies (Wildfire Fund)      HTML     42K 
                (Details)                                                        
89: R68         Other Contingencies and Commitments (Order          HTML     56K 
                Instituting Investigation Narrative) (Details)                   
90: R69         Other Contingencies and Commitments (Order          HTML     55K 
                Instituting Investigation Legal Obligation)                      
                (Details)                                                        
91: R70         Other Contingencies and Commitments (Transmission   HTML     52K 
                Owner Rate) (Details)                                            
92: R71         Other Contingencies and Commitments (Interim Rate   HTML     71K 
                Relief Subject to Refund) (Details)                              
93: R72         Other Contingencies and Commitments (Other          HTML     31K 
                Matters) (Details)                                               
94: R73         Other Contingencies and Commitments (PSPS Class     HTML     36K 
                Action) (Details)                                                
95: R74         Other Contingencies and Commitments (GT&S Capital   HTML     41K 
                Expenditures) (Details)                                          
96: R75         Other Contingencies and Commitments (CZU Lightning  HTML     34K 
                Complex Fire Notice of Violations) (Details)                     
97: R76         Other Contingencies and Commitments (Environmental  HTML     41K 
                Remediation Contingencies Liability) (Details)                   
98: R77         Other Contingencies and Commitments (Environmental  HTML     32K 
                Remediation Contingencies Narrative) (Details)                   
99: R78         Other Contingencies and Commitments (Station        HTML     47K 
                Sites, Gas Plants, Generation Facilities and                     
                Disposal Sites) (Details)                                        
100: R79         Other Contingencies and Commitments (Nuclear        HTML     60K  
                Insurance and Diablo Canyon Outages) (Details)                   
101: R80         Other Contingencies and Commitments (Purchase       HTML     31K  
                Commitments) (Details)                                           
102: R81         Other Contingencies and Commitments (Oakland        HTML     38K  
                Headquarters Lease) (Details)                                    
104: XML         IDEA XML File -- Filing Summary                      XML    192K  
21: XML         XBRL Instance -- pcg-20210331_htm                    XML   3.45M 
103: EXCEL       IDEA Workbook of Financial Reports                  XLSX    145K  
17: EX-101.CAL  XBRL Calculations -- pcg-20210331_cal                XML    301K 
18: EX-101.DEF  XBRL Definitions -- pcg-20210331_def                 XML   1.36M 
19: EX-101.LAB  XBRL Labels -- pcg-20210331_lab                      XML   2.47M 
20: EX-101.PRE  XBRL Presentations -- pcg-20210331_pre               XML   1.50M 
16: EX-101.SCH  XBRL Schema -- pcg-20210331                          XSD    366K 
105: JSON        XBRL Instance as JSON Data -- MetaLinks              499±   737K  
106: ZIP         XBRL Zipped Folder -- 0001004980-21-000013-xbrl      Zip    597K  


‘EX-10.10’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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EXHIBIT 10.10
PG&E CORPORATION
2014 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD

PG&E CORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below (sometimes referred to as “you”). The Restricted Stock Units have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the “LTIP”). The terms and conditions of the Restricted Stock Units are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the “Agreement”).
Date of Grant:     March 15, 2021
Name of Recipient:     Marlene Santos    
Recipient’s Participant ID:     XXXXXXXX    
Number of Restricted Stock Units:     212,105    


By accepting this award, 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. You are also acknowledging receipt of this award, the attached Agreement, and a copy of the prospectus describing the LTIP and the Restricted Stock Units dated March 2021.
If, for any reason, you wish to not accept this award, please notify PG&E Corporation in writing within 30 calendar days of the date of this award at ATTN: LTIP Administrator, Pacific Gas and Electric Company, 245 Market Street, N2T, San Francisco, 94105.

Attachment



PG&E CORPORATION
2014 LONG-TERM INCENTIVE PLAN
NON-ANNUAL RESTRICTED STOCK UNIT AGREEMENT
The LTIP and Other Agreements
This Agreement and the above cover sheet constitute 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 or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy (Severance Policy), this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means 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, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”).
106,052 on March 15, 2022
106,053 on March 15, 2023

The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events.
DividendsRestricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of 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, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date); provided, however, that such issuance will, if earlier, 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 sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or (3) “separation from service,” within the meaning of Code Section 409A within 2 years following a Change in Control.
Voluntary TerminationIn the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination.
Termination for CauseIf your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause (as defined in section 2(c) of the Severance Policy), all unvested Restricted Stock Units will be cancelled on the date of termination.



Termination other than for CauseIf your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of employment was in connection with a Change in Control as provided below.
Death/Disability
In the event of your death or Disability (as defined in Code Section 409A) while you are employed, all of your Restricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occurs following the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability.
Termination Due to Disposition of Subsidiary
If your employment is terminated (other than for cause or your voluntary termination) (1) 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 Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your Restricted Stock Units will vest and be settled 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 so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal Vesting Schedule, subject to the earlier settlement provisions of this Agreement.
Termination In Connection with a Change in Control
If you separate from service (other than termination for cause or your voluntary termination) in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (without regard to the requirement that you be employed) subject to the earlier settlement provisions of this Agreement.
In the event of such a separation in connection with a Change in Control within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than sixty (60) days after) the date of such separation. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control.
DelayPG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (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
The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above.
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.”
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 will 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 will 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 RightsYou will 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 Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative.
No Retention RightsThis 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.
Recoupment of AwardsAwards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of the Officer Severance Policy, and provisions of the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 19, 2019 and available on the PG&E@Work internet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation).
Applicable LawThis Agreement will be interpreted and enforced under the laws of the State of California.
        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
3/15/23
3/15/224,  8-K
Filed on:4/29/218-K
For Period end:3/31/218-K
3/15/213,  4
2/19/194
 List all Filings 


9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  PG&E Corp.                        10-K       12/31/23  158:26M
 2/23/23  PG&E Corp.                        10-K       12/31/22  160:29M
 2/10/22  PG&E Corp.                        10-K       12/31/21  158:29M
11/12/21  Pacific Gas & Electric Co.        424B2                  1:1.3M                                   Donnelley … Solutions/FA
11/10/21  Pacific Gas & Electric Co.        424B5                  1:1.3M                                   Donnelley … Solutions/FA
 7/09/21  PG&E Corp.                        POSASR      7/09/21    5:364K                                   Donnelley … Solutions/FA
 6/03/21  Pacific Gas & Electric Co.        424B2                  1:1.2M                                   Donnelley … Solutions/FA
 6/01/21  Pacific Gas & Electric Co.        424B5                  1:1.2M                                   Donnelley … Solutions/FA
 4/30/21  PG&E Corp.                        424B5                  1:1M                                     Donnelley … Solutions/FA


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/21  Pacific Gas & Electric Co.        8-K:8,9     3/08/21   15:926K                                   Donnelley … Solutions/FA
 2/25/21  PG&E Corp.                        10-K       12/31/20  159:29M
 2/16/21  PG&E Corp.                        8-K:5       2/09/21   11:787K                                   Cravath Swaine & … 01/FA
 6/24/20  PG&E Corp.                        8-K:1,3,5,9 6/20/20   27:2.2M                                   Cravath Swaine & … 01/FA
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