Pg&e employee stock options

Establishment, Purpose and Term of Plan. Administration by the Committee. Administration with Respect to Insiders. Powers of the Committee. Option or SAR Repricing. Shares Subject to Plan. Maximum Number of Shares Issuable. Adjustments for Changes in Capital Structure. Eligibility pg&e Award Limitations. Persons Eligible for Awards. Incentive Stock Option Limitations. Terms and Conditions of Options. Exercisability and Term of Options. Payment of Exercise Price. Effect of Termination of Service.

Terms and Conditions of Nonemployee Director Awards. Automatic Grant of Restricted Stock. Annual Election to Receive Nonstatutory Stock Option and Restricted Stock Units. Grant of Nonstatutory Stock Option. Grant of Restricted Stock Unit. Effect of Termination of Service as a Nonemployee Director. Effect of Change in Control on Nonemployee Director Awards.

Right to Decline Nonemployee Director Awards. Terms and Conditions of Stock Appreciation Rights. Types of SARs Authorized. Exercisability and Term of SARs. Deemed Exercise of SARs. Terms and Conditions of Restricted Stock Awards. Types of Restricted Stock Awards Authorized. Vesting and Restrictions on Transfer. Voting Rights, Dividends and Distributions. Nontransferability of Restricted Stock Award Rights. Terms and Conditions of Performance Awards. Types of Performance Awards Authorized.

Initial Value of Performance Shares and Performance Units. Establishment of Performance Period, Performance Goals and Performance Award Formula.

Measurement of Performance Goals. Settlement of Performance Awards. Voting Rights, Dividend Equivalent Rights and Distributions. Nontransferability of Performance Awards. Terms and Conditions of Restricted Stock Unit Awards. Grant of Restricted Stock Unit Awards. Settlement of Restricted Stock Unit Awards.

Nontransferability of Restricted Stock Unit Awards. Establishment of Deferred Compensation Award Programs. Terms and Conditions of Deferred Compensation Awards. Effect of Change in Control on Options employee SARs. Effect of Change in Control on Restricted Stock and Other Awards. Compliance with Securities Law. Tax Withholding in General. Amendment or Termination of Plan. Rights as Employee, Consultant or Director.

Rights as a Shareholder. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Shares, Performance Units, Restricted Stock Units, Deferred Compensation Awards and other Stock-Based Awards as described below. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed.

However, all Awards shall be granted, if at all, within ten 10 years from the Effective Date. Moreover, Incentive Stock Options shall not be granted later than ten 10 years from the date of shareholder approval of the Plan. Whenever used herein, the following terms shall have their respective meanings set forth below: If no committee of the Board stock been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Employee may in its discretion options any or all of such powers.

If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion. The Committee may vary its method of determination of the Fair Market Value as provided in this Options for different purposes under the Plan.

An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. Participating Company Group is guaranteed by statute or contract. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.

Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

Any Officer shall have the authority to act on behalf stock the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. In addition, to the extent specified in a resolution adopted by the Board, the Chief Executive Officer of the.

Company shall have the authority to grant Awards to an Employee who is not an Insider and who is receiving a salary below the level which requires approval by the Committee; provided that the terms of such Awards conform to guidelines established by the Committee and provided further that at the time of making such Awards the Chief Executive Officer also is a Director.

In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan.

Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares actually issued in such payment.

Options the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net-Exercise, the number of shares available for issuance under the Plan shall be reduced only by the net number of shares for which the Option is exercised.

The Committee in its sole discretion, may also make such. Awards may be granted only to Employees, Consultants and Directors. A Nonemployee Director Award may be granted only to a person who, at the time of grant, is a Nonemployee Director.

Awards other than Stock Director Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. Howeverexcepting Nonemployee Director Awards, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set employee in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code.

If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such.

Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified. No Participant may be granted more than one Performance Award for the same Performance Period. Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish.

No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Subject to the foregoing, unless pg&e specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten 10 years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.

The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge.

Nonemployee Director Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Such Award Agreements may incorporate all or any of the terms of the Plan by reference, shall be automatic and non-discretionary and shall comply with and be subject to the following terms and conditions: All awards of Nonstatutory Stock Options and Restricted Stock Units made to Nonemployee Directors shall comply with the provisions of Sections 7.

Unless a Nonemployee Director made an election to decline the award of a Nonstatutory Stock Option in accordance with Section 7. The number of shares subject to the Nonstatutory Stock Option shall be determined by dividing the Elected Option Value by the value of a Nonstatutory Stock Option to purchase a single share of Stock as of the first business day of the applicable calendar year.

The resulting number of shares subject to the Nonstatutory Stock Option shall be rounded down to the nearest whole share. The payment of the exercise price for the number of share of Stock being purchased pursuant to the Nonstatutory Stock Option shall be made in accordance with the provisions of Section 6.

The Nonstatutory Stock Option shall terminate ten 10 years after the date of grant, unless earlier terminated in accordance with its provisions. Unless a Nonemployee Director made an election to decline the award of a Restricted Stock Unit in accordance with Section 7.

The number of shares subject to the Restricted Stock Unit Award shall be determined by pg&e the Elected Stock Unit Value by the Fair Market Value of the Stock as of the first business day of the applicable calendar year including fractions computed to three decimal places. The Restricted Stock Units awarded to a. Nonemployee Director shall be credited to a newly established Restricted Stock Unit account. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award.

Subject to earlier termination of the Nonemployee Director Award as otherwise provided herein, the status of a Nonemployee Director Award shall be options as follows: Notwithstanding the foregoing, any person may elect not to receive a Nonemployee Director Award by delivering written notice of such election to the Board no later than the day prior to the date such Nonemployee Director Award would otherwise be stock.

A person so declining a Nonemployee Director Award shall receive no payment or other consideration in lieu of such declined Nonemployee Director Award. A person who has declined a Nonemployee Director Award may revoke such election by delivering written notice of such revocation to the Board no later than the day prior to the date such Nonemployee Director Award would be granted. Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish.

No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.

Tandem SARs shall be exercisable only at the time and employee the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where employee Tandem Stock is granted with respect to less than the full number of shares of Stock subject to the pg&e Option. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten 10 years after the effective date of grant of such SAR.

If, on the date on which an SAR would otherwise terminate or expire, the SAR by employee terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.

Restricted Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish.

Stock Restricted Stock Award or purported Restricted Stock Award shall be a valid and options obligation of the Company unless evidenced by a fully executed Award Agreement.

Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: Restricted Stock Awards may or may not require the payment of cash compensation for the stock. The purchase price, if any, for shares of Stock issuable under each Restricted Stock Award and the means of payment shall be established by the Committee in its discretion. A Restricted Stock Award requiring the payment of cash consideration shall be exercisable within a period established by the Committee; provided, however, that no Restricted Stock Award granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service.

Shares issued options to any Restricted Stock Award may or may not be made subject to Vesting Conditions based upon the satisfaction. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish.

No Performance Award or purported. Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: Performance Awards may be in the form of either Performance Shares or Performance Units.

Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal s and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award. Each Performance Unit shall have an initial value determined by the Committee. The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.

In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant.

Once established, the Performance Goals and Performance Award Formula shall options be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal s and Performance Award Formula.

Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect whether positive or negative of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award.

Performance Measures may be one or more of the following, as determined by the Committee: Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period.

A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained employee the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.

With respect to a Performance Award intended to constitute qualified performance-based compensation to a Covered Employee, the Committee shall have the discretion to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Pg&e Award Formula.

Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company. However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited.

Such Dividend Equivalents, if any, shall be credited to the Participant in the pg&e of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee. Dividend Equivalents shall not be paid with respect to Performance Units. Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish.

No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company.

However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Restricted Stock Units held by such Participant are settled.

Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the.

The number of additional Restricted Stock Units rounded to the nearest whole number to be so credited shall be determined by dividing a the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by b the Fair Market Value per share of Stock on such date.

Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time or as soon thereafter as practicable as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. Notwithstanding the foregoing, if permitted by the Committee and set forth in the Award Agreement, the Participant may elect in accordance with terms specified in the Award Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.

The Committee, in its discretion and upon such terms and conditions as it may determine, may establish one or more programs pursuant to the Plan under which: No such Deferred Compensation Award or purported Deferred Compensation Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Deferred Compensation Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: Deferred Compensation Awards shall not be subject to any vesting conditions.

Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the employee of such shares as evidenced by the appropriate entry on the books of the Stock or of a duly authorized transfer agent of the Company. However, a Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Stock Units held by pg&e Participant are settled.

Such Dividend Equivalents shall be paid by crediting the Participant with. The method of determining the number of options Stock Units to be so credited shall be specified by the Committee and set forth in the Award Agreement. Such additional Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time or as soon thereafter as practicable as the Stock Units originally subject to the Stock Unit Award.

Such shares of Stock shall be fully vested, and the Participant shall not be required to pay any additional consideration other than applicable tax withholding to acquire such shares. Any fractional Stock Unit subject to the Stock Unit Award shall be settled by the Company by payment in cash of an amount equal to the Fair Market Value as of the payment date of such fractional share. In addition to the Awards set forth in Sections 6 through 12 above, the Committee, in its sole discretion, may carry out the purpose of this Plan by awarding Stock-Based Awards as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems necessary and appropriate.

Any Options or SARs which are neither assumed or. Any such Awards which are neither assumed or continued by the Acquiror in connection with the Change in Control shall, contingent on the Change in Control, become fully vested and all restrictions shall be released immediately prior to the Change in Control. Notwithstanding the foregoing, Nonemployee Director Awards shall be subject to the terms of Section 7, and not this Section The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed.

As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that pg&e be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise or Net Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an.

Award or the shares acquired pursuant thereto. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group.

The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates. The Board or the Committee may amend, suspend or terminate the Plan at any time.

No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board or the Committee. In any event, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted.

Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or. A Participant shall have no rights as a shareholder with respect to any shares covered by an Award until the date of the issuance of such shares as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company.

The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award. If any one or more of the provisions or any part thereof of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions or any part thereof of the Plan shall not in any way be affected or impaired thereby.

Participants shall have the status of general unsecured creditors of the Company. No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.

The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company. Each Participating Company shall be responsible for making benefit payments pursuant to the Plan on behalf of its Participants or for reimbursing the Company for the cost of such payments, as determined by the Company in its sole discretion.

Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules. PLAN HISTORY AND NOTES TO COMPANY. Board adopts Plan with a reserve of 12 million shares.

Change in control provisions are stock. TABLE OF CONTENTS continued. Board amends Section 7 containing the terms for automatic awards for Non-Employee Directors, effective January 1,

What Are Employee Stock Options?