PG&E CORPORATION AMENDMENT TO RESTRICTED STOCK AGREEMENTS
Exhibit
10.45
This
document constitutes part of a
Prospectus
covering securities that
have
been registered under the
Securities
Act of 1933, as amended.
PG&E
CORPORATION
AMENDMENT
TO RESTRICTED STOCK AGREEMENTS
PG&E CORPORATION, a
California corporation, hereby amends the terms and conditions of the Restricted
Stock Agreement(s) relating to the Restricted Stock Award(s) listed below, which
was/were granted to the Recipient named below under the PG&E Corporation
Long-Term Incentive Program and the PG&E Corporation 2006 Long-Term
Incentive Plan (each an “LTIP”). These amendments are effective as of
November 17, 2008.
Name of
Recipient:
Last Four
Digits of Recipient’s Social Security Number:
Affected
Restricted Stock Award(s):
|
DATE
OF GRANT
|
NUMBER
OF SHARES GRANTED
|
NUMBER
OF UNVESTED SHARES AS OF 11/1/08
|
The
section of the Restricted Stock Agreement(s) entitled “Release of Shares and
Withholding Taxes” is amended to read as follows:
|
Release
of Shares and Withholding Taxes
|
When
the restrictions as to your shares of Restricted Stock lapse, the vested
shares shall be delivered to you, within thirty (30) days of the
applicable vesting date. You must elect one of the following methods to
satisfy applicable withholding and other taxes before the vested shares
will be delivered to you:
· Pay the
amount due by cash or check,
·
Surrender to PG&E Corporation a number of vested shares having
an aggregate value (based on the closing price of PG&E Corporation
common stock on the New York Stock Exchange on the date of surrender)
equal to the amount due.
· Sell
your vested shares and use a portion of the sales proceeds to pay the
amount due.
You
must sign the attached election form indicating which method you elect and
return the signed form to the Senior Manager of Executive Compensation,
Human Resources by December 1, 2008.
|
All other
terms of the affected Restricted Stock Agreement(s) remain unchanged, except to
the extent changes are necessary or appropriate to conform with the above
amendments.
The
affected Restricted Stock Agreement(s), together with these amendments,
constitute the entire understanding between you and PG&E Corporation
regarding the Restricted Stock Awards listed above, subject to the terms of the
applicable LTIP. Any prior agreements, commitments or negotiations
are superseded. In the event of any conflict or inconsistency between
the provisions of the Restricted Stock Agreement(s), as amended, and the
applicable LTIP, the LTIP shall govern. In the event of any conflict
or inconsistency between the provisions of the Restricted Stock Agreement(s), as
amended, and the PG&E Corporation Officer Severance Policy, the Restricted
Stock Agreement(s), as amended, shall govern.
2
PG&E
CORPORATION
ELECTION
OF METHOD TO SATISFY APPLICABLE WITHHOLDING TAXES
|
Name
of Award Recipient
|
I
received the following award(s) of PG&E Corporation common stock (the
“Shares”) subject to the restrictions and terms of the applicable Restricted
Stock Agreement(s):
|
DATE
OF GRANT
|
NUMBER
OF SHARES GRANTED
|
NUMBER
OF UNVESTED SHARES AS OF 11/1/08
|
|
January
3, 2005
|
||
|
January
3, 2006
|
[xx,xxx]
|
|
|
January
3, 2007
|
[xx,xxx]
|
|
|
[Others?]
|
I elect
to satisfy applicable withholding taxes as they may become due as the
restrictions on the Shares lapse in the following manner:
|
·
|
□ Pay the amount due
by cash or check.
|
|
·
|
□ Surrender to
PG&E Corporation a number of vested Shares having an aggregate value
(based
on the closing price of PG&E Corporation common stock on the New York
Stock Exchange on the date of surrender) equal to the amount
due.
|
|
·
|
□ Sell
the vested Shares and use a portion of the sales proceeds to pay the
amount due.
(You
cannot make this election if you have previously entered into a Rule
10b5-1 sales plan that covers the vested
Shares.)
|
To be
effective, I understand that this election must be delivered to the Senior
Manager, Executive Compensation, PG&E Corporation, Xxx Xxxxxx, Xxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 by December 1, 2008.
______________________ ________________________________
(Date) (Signature)
A-1
