Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 2.19M
2: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K
3: EX-10.12 Material Contract HTML 865K
4: EX-10.31 Material Contract HTML 52K
5: EX-10.32 Material Contract HTML 52K
6: EX-10.33 Material Contract HTML 52K
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10: EX-10.37 Material Contract HTML 77K
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13: EX-10.40 Material Contract HTML 169K
14: EX-10.41 Material Contract HTML 73K
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16: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
17: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
18: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
19: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
26: R1 Cover Page HTML 125K
27: R2 Condensed Consolidated Statements of Income HTML 124K
28: R3 Condensed Consolidated Statements of Comprehensive HTML 57K
Income
29: R4 Condensed Consolidated Statements of Comprehensive HTML 35K
Income (Parenthetical)
30: R5 Condensed Consolidated Balance Sheets HTML 218K
31: R6 Condensed Consolidated Balance Sheets HTML 42K
(Parenthetical)
32: R7 Condensed Consolidated Statements of Cash Flows HTML 180K
33: R8 Condensed Consolidated Statements of Cash Flows HTML 34K
(Parenthetical)
34: R9 Condensed Consolidated Statements of Equity HTML 111K
35: R10 Organization and Basis of Presentation HTML 39K
36: R11 Bankruptcy Filing HTML 169K
37: R12 Summary of Significant Accounting Policies HTML 205K
38: R13 Regulatory Assets, Liabilities, and Balancing HTML 92K
Accounts
39: R14 Debt HTML 187K
40: R15 Equity HTML 54K
41: R16 Earnings Per Share HTML 52K
42: R17 Derivatives HTML 78K
43: R18 Fair Value Measurements HTML 254K
44: R19 Wildfire-Related Contingencies HTML 214K
45: R20 Other Contingencies and Commitments HTML 214K
46: R21 Summary of Significant Accounting Policies HTML 95K
(Policies)
47: R22 Bankruptcy Filing (Tables) HTML 122K
48: R23 Summary of Significant Accounting Policies HTML 186K
(Tables)
49: R24 Regulatory Assets, Liabilities, and Balancing HTML 95K
Accounts (Tables)
50: R25 Debt (Tables) HTML 157K
51: R26 Earnings Per Share (Tables) HTML 51K
52: R27 Derivatives (Tables) HTML 107K
53: R28 Fair Value Measurements (Tables) HTML 255K
54: R29 Wildfire-Related Contingencies (Tables) HTML 49K
55: R30 Other Contingencies and Commitments (Tables) HTML 64K
56: R31 Organization and Basis of Presentation (Details) HTML 34K
57: R32 Bankruptcy Filing (Plan of Reorganization and HTML 180K
Restructuring Support Agreements) (Details)
58: R33 Bankruptcy Filing (Equity Financing) (Details) HTML 77K
59: R34 Bankruptcy Filing (Schedule of Liabilities Subject HTML 146K
to Compromise) (Details)
60: R35 Bankruptcy Filing (Chapter 11 Claims Process) HTML 42K
(Details)
61: R36 Bankruptcy Filing (Reorganization Items, Net) HTML 39K
(Details)
62: R37 Bankruptcy Filing (Schedule of Debtor HTML 51K
Reorganization Items) (Details)
63: R38 Summary of Significant Accounting Policies HTML 62K
(Components of Net Periodic Benefit Cost)
(Details)
64: R39 Summary of Significant Accounting Policies HTML 86K
(Reclassifications Out of Accumulated Other
Comprehensive Income) (Details)
65: R40 Summary of Significant Accounting Policies HTML 76K
(Revenues Disaggregated by Type of Customer)
(Details)
66: R41 Summary of Significant Accounting Policies HTML 77K
(Wildfire Fund) (Details)
67: R42 Summary of Significant Accounting Policies HTML 36K
(Recently Adopted Accounting Standards) (Details)
68: R43 Regulatory Assets, Liabilities, and Balancing HTML 72K
Accounts (Long-Term Regulatory Assets) (Details)
69: R44 Regulatory Assets, Liabilities, and Balancing HTML 45K
Accounts (Long-Term Regulatory Liabilities)
(Details)
70: R45 Regulatory Assets, Liabilities, and Balancing HTML 56K
Accounts (Current Regulatory Balancing Accounts,
Net) (Details)
71: R46 Debt (Outstanding Borrowings and Availability) HTML 57K
(Details)
72: R47 Debt (Credit Facility) (Details) HTML 107K
73: R48 Debt (Accounts Receivable Financing) (Details) HTML 44K
74: R49 Debt (Long-term Debt) (Details) HTML 103K
75: R50 Debt (Schedule of Long-term Debt) (Details) HTML 216K
76: R51 Equity (Details) HTML 135K
77: R52 Earnings Per Share (Details) HTML 55K
78: R53 Derivatives (Volumes of Outstanding Derivative HTML 44K
Contracts, in Megawatt Hours Unless Otherwise
Specified) (Details)
79: R54 Derivatives (Outstanding Derivative Balances) HTML 65K
(Details)
80: R55 Fair Value Measurements (Assets and Liabilities HTML 119K
Measured at Fair Value on a Recurring Basis)
(Details)
81: R56 Fair Value Measurements (Level 3 Measurements and HTML 55K
Sensitivity Analysis) (Details)
82: R57 Fair Value Measurements (Level 3 Reconciliation) HTML 41K
(Details)
83: R58 Fair Value Measurements (Carrying Amount and Fair HTML 46K
Value of Financial Instruments) (Details)
84: R59 Fair Value Measurements (Schedule of Unrealized HTML 54K
Gains (Losses) Related to Available-for-Sale
Investments) (Details)
85: R60 Fair Value Measurements (Schedule of Maturities on HTML 49K
Debt Securities) (Details)
86: R61 Fair Value Measurements (Schedule of Activity for HTML 38K
Debt and Equity Securities) (Details)
87: R62 Wildfire-Related Contingencies (2018 Camp Fire and HTML 45K
2017 Northern California Wildfires Background)
(Details)
88: R63 Wildfire-Related Contingencies (Pre-petition HTML 80K
Wildfire-Related Claims and Discharge Upon Plan
Effective Date) (Details)
89: R64 Wildfire-Related Contingencies (Plan Support HTML 38K
Agreements with Public Entities) (Details)
90: R65 Wildfire- Related Contingencies (Restructuring HTML 57K
Support Agreement) (Details)
91: R66 Wildfire-Related Contingencies (2019 Kincade Fire HTML 82K
and 2020 Zogg Fire) (Details)
92: R67 Wildfire-Related Contingencies (Insurance) HTML 71K
(Details)
93: R68 Wildfire-Related Contingencies (Insurance HTML 53K
Receivable) (Details)
94: R69 Wildfire-Related Contingencies (Regulatory HTML 43K
Recovery) (Details)
95: R70 Wildfire-Related Contingencies (Wildfire-Related HTML 36K
Derivative Litigation) (Details)
96: R71 Wildfire-Related Contingencies (Wildfire-Related HTML 39K
Securities Class Action Litigation) (Details)
97: R72 Wildfire-Related Contingencies (District Attorneys HTML 48K
Offices Investigations) (Details)
98: R73 Wildfire-Related Contingencies (Clean-up and HTML 47K
Repair Costs) (Details)
99: R74 Wildfire-Related Contingencies (Wildfire Fund) HTML 57K
(Details)
100: R75 Other Contingencies and Commitments (Order HTML 60K
Instituting Investigation Narrative) (Details)
101: R76 Other Contingencies and Commitments (Order HTML 60K
Instituting Investigation Legal Obligation)
(Details)
102: R77 Other Contingencies and Commitments (Transmission HTML 43K
Owner Rate) (Details)
103: R78 Other Contingencies and Commitments (Other HTML 33K
Matters) (Details)
104: R79 Other Contingencies and Commitments (PSPS Class HTML 38K
Action) (Details)
105: R80 Other Contingencies and Commitments (Disallowance HTML 40K
of Capital Expenditures) (Details)
106: R81 Other Contingencies and Commitments (Environmental HTML 43K
Remediation Contingencies Liability) (Details)
107: R82 Other Contingencies and Commitments (Environmental HTML 34K
Remediation Contingencies Narrative) (Details)
108: R83 Other Contingencies and Commitments (Natural Gas HTML 49K
Compressor Station Sites) (Details)
109: R84 Other Contingencies and Commitments (Nuclear HTML 41K
Insurance) (Details)
110: R85 Other Contingencies and Commitments (Tax Matters) HTML 35K
(Details)
111: R86 Other Contingencies and Commitments (Purchase HTML 33K
Commitments) (Details)
112: R87 Other Contingencies and Commitments (Oakland HTML 44K
Headquarters Lease) (Details)
114: XML IDEA XML File -- Filing Summary XML 207K
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113: EXCEL IDEA Workbook of Financial Reports XLSX 182K
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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”).
Name of Recipient: Jason Wells Recipient’s Participant ID: <Emp Id> Number of Restricted Stock Units: 139,479
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 August 2020.
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, 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”).
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.
Dividends
Restricted 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
Termination
In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination.
Termination for Cause
If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for
cause.
Termination other than for Cause
If 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.
Delay
PG&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 Rights
You 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 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.
Recoupment of Awards
Awards are subject to recoupment in accordance with any applicable law
and any recoupment policy adopted by the Corporation from time to time, including 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 Law
This Agreement will be interpreted and enforced under the laws of the State of California.
Dates Referenced Herein and Documents Incorporated by Reference
