PG&E CORPORATION LONG-TERM INCENTIVE PROGRAM FORM OF RESTRICTED STOCK AGREEMENT
EXHIBIT 99.3
PG&E CORPORATION
LONG-TERM INCENTIVE PROGRAM
FORM OF RESTRICTED STOCK AGREEMENT
PG&E CORPORATION, a California corporation, hereby grants shares of Restricted Stock to the Recipient named below. The shares of Restricted Stock have been awarded under the PG&E Corporation Long-Term Incentive Program (the “LTIP”). The terms and conditions of the Restricted Stock are set forth in this cover sheet and in the attached Restricted Stock Award Agreement (the “Agreement”).
Date of Award: January 3, 2005
Name of Recipient:
Recipient’s Social Security Number: _____-____-_____
Number of Shares of Restricted Stock Awarded:
Aggregate Fair Market Value of Restricted Stock on Date of Award: $____________
By signing this cover sheet, 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 Agreement and a copy of the prospectus describing the LTIP and the Restricted Stock dated January 1, 2005.
Recipient:
(Signature)
Attachment
Please return your signed Agreement to PG&E Corporation,
Human Resources,
One Market Street, Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000
PG&E CORPORATION
LONG-TERM INCENTIVE PROGRAM
The LTIP and Other Agreements |
|
This Agreement constitutes the entire understanding between you
and PG&E Corporation regarding the Restricted Stock, 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negotiations are superseded.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. |
Grant of Restricted Stock |
PG&E Corporation grants you the number of shares of
Restricted Stock shown on the cover sheet of this Agreement.
The shares of Restricted Stock are subject to the terms and
conditions of this Agreement and the LTIP. |
|
Lapse of Restrictions |
As long as you remain employed with PG&E Corporation (or any
of its subsidiaries), the restrictions will lapse as to 25 percent
of the total number of shares of Restricted Stock originally
subject to this Agreement, as shown above on the cover sheet, on
the first business day of January of each of the first, second,
third and fourth years following the Date of Award (each such day
an “Annual Lapse Date”). Except as described
below, all shares of Restricted Stock subject to this Agreement as
to which the restrictions have not lapsed shall be forfeited upon
termination of your employment. |
|
Voluntary Termination |
In the event that you terminate your employment with PG&E
Corporation voluntarily, you will automatically forfeit to PG&E
Corporation all of the shares of Restricted Stock as to which the
restrictions have not lapsed subject to this Agreement as of the
date of such Termination. |
|
Termination for Cause |
If your employment with PG&E Corporation (or any of its
subsidiaries) is terminated by PG&E Corporation or the
subsidiary for cause, you will automatically forfeit to PG&E
Corporation all shares of Restricted Stock as to which the
restrictions have not lapsed subject to this Agreement as of the
date of such 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 or the employing subsidiary. |
|
Termination other than for Cause |
If your employment with PG&E Corporation (or any of its
subsidiaries) is terminated by PG&E Corporation or the
subsidiary other than for cause before the restrictions on your
Restricted Stock lapse, and you are an officer in Bands 1-5, the
restrictions on your outstanding shares of Restricted Stock that
would have lapsed during the period of the “Severance
Multiple” under the applicable severance policy shall
continue to lapse pursuant to the regular lapse schedule (or
sooner, in the event of a Change in Control during such period). In
the event of your involuntary termination other than for cause, if
you are not an officer in Bands 1-5, the restrictions on your
outstanding shares of Restricted Stock that would have lapsed
within 12 months following such termination will continue to lapse
pursuant to the regular lapse schedule (or sooner, in the event of
a Change in Control during such period). All other
outstanding shares of Restricted Stock shall automatically be
forfeited to PG&E Corporation upon such termination. |
|
Retirement |
In the event of your Retirement, the restrictions on your
outstanding shares of Restricted Stock will continue to lapse as
though your employment had continued subject to your continued
compliance with certain post-employment restrictions. 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 or any of its subsidiaries 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,
the restrictions on all of your shares of Restricted Stock shall
lapse on the next Annual Lapse Date. In the event of a Change
in Control of PG&E Corporation after such termination and
before such next Annual Lapse Date, the restrictions as to all
shares of Restricted Stock shall immediately lapse as described
below under “Change in Control.” |
|
Termination Due to Disposition of Subsidiary |
If (1) 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
Code 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, the restrictions on all shares of Restricted Stock
shall lapse on the next Annual Lapse Date. In the event of a
Change in Control of PG&E Corporation after such Termination
and before such next Annual Lapse Date, the restrictions as to all
shares of Restricted Stock shall immediately lapse as described
below under “Change in Control.” |
|
Escrow |
The certificates for the Restricted Stock shall be deposited in
escrow with the Corporate Secretary of PG&E Corporation to be
held in accordance with the provisions of this paragraph.
Each deposited certificate shall be accompanied by any assignment
documents PG&E Corporation may require you to execute.
The deposited certificates shall remain in escrow until such time
as the certificates are to be released or otherwise surrendered for
cancellation as discussed below. Upon delivery of the
certificates to PG&E Corporation, you shall be issued an
instrument of deposit acknowledging the number of shares of
Restricted Stock delivered in escrow to the Corporate Secretary of
PG&E Corporation. |
|
Release of Shares and Withholding Taxes |
The shares of Restricted Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to PG&E Corporation:
Note that you must make arrangements acceptable to PG&E
Corporation to satisfy withholding or other taxes that may be due
before your shares will be released to you. If you so elect,
PG&E Corporation will assist you in selling your shares through
a broker so that you can use the sales proceeds to satisfy
applicable taxes. You will receive the remaining proceeds in
cash. However, if you wish to receive the stock certificates
in lieu of selling your shares, you will need to make arrangements
to pay the applicable taxes either by check or through payroll
deduction. PG&E Corporation will notify you about how to
instruct PG&E Corporation to sell your shares when the
restrictions lapse or make other arrangements. |
|
Change in Control |
The restrictions on all of your outstanding shares of Restricted
Stock shall automatically lapse and become nonforfeitable in the
event there is a Change in Control of PG&E Corporation. |
|
Code Section 83(b) Election |
Under Section 83(a) of the Internal Revenue Code of 1986, as
amended (the “Code”), the Fair Market Value of the
Restricted Stock on the date any forfeiture restrictions applicable
to such Restricted Stock lapse will be reportable as ordinary
income at that time. For this purpose, “forfeiture
restrictions” include surrender to PG&E Corporation of
Restricted Stock as described above. You may elect to be
taxed at the time the Restricted Stock is awarded to you, rather
than when the restrictions lapse by filing an election under
Section 83(b) of the Code with the Internal Revenue Service within
thirty (30) days after the Date of Award. Failure to make this filing within the thirty (30) day period will
result in the recognition of ordinary income by you (in the event
the Fair Market Value of the Restricted Stock increases after the
date of purchase) as the forfeiture restrictions lapse. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT
PG&E CORPORATION’S, TO FILE A TIMELY ELECTION UNDER CODE
SECTION 83(b). YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS
WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A CODE
SECTION 83(b) ELECTION. |
|
Leaves of Absence |
For purposes of this Agreement, if you are on an approved leave
of absence from PG&E Corporation (or any of its subsidiaries),
or a recipient of Company 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.” |
|
Voting and Other Rights |
Subject to the terms of this Agreement, you shall have all the
rights and privileges of a shareholder of PG&E Corporation
while the Restricted Stock is held in escrow, including the right
to vote. As described above, all dividends, if any, on the
Restricted Stock shall be held in escrow and subject to the same
restrictions as the shares to which they relate. |
|
Restrictions on |
PG&E Corporation will not issue any Restricted Stock if the
issuance of such Restricted Stock at that time would violate any
law or regulation. |
|
Restrictions on Resale and Hedge Transactions |
By signing this Agreement, you agree not to sell any Restricted
Stock before the restrictions lapse or sell any shares acquired
under this award at a time when applicable laws, regulations or
Company or underwriter trading policies prohibit sale. In
particular, in connection with any underwritten public offering by
PG&E Corporation of its equity securities pursuant to an
effective registration statement filed under the Securities Act of
1933, you shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or
otherwise dispose or transfer for value or agree to engage in any
of the foregoing transactions with respect to any shares acquired
under this award without the prior written consent of PG&E
Corporation or its underwriters, for such period of time after the
effective date of such registration statement as may be requested
by PG&E Corporation or the underwriters. |
|
No Retention Rights |
This Agreement is not an employment agreement and does not give
you the right to be retained by PG&E Corporation (or its
subsidiaries). Except as otherwise provided in an applicable
employment agreement, the Company (or any of its subsidiaries)
reserves the right to terminate your employment at any time and for
any reason. |
|
Legends |
All certificates representing the Restricted Stock issued under this award shall, where applicable, have endorsed thereon the following legends:
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN
PG&E CORPORATION AND THE REGISTERED HOLDER, OR HIS OR HER
PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF PG&E CORPORATION AND WILL BE
FURNISHED UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY OF
PG&E CORPORATION BY THE HOLDER OF RECORD OF THE SHARES
REPRESENTED BY THIS CERTIFICATE.” |
|
Applicable Law |
This Agreement will be interpreted and enforced under the laws
of the State of California. |
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the LTIP.