EXHIBIT 10.2
PG&E CORPORATION
2014 LONG-TERM INCENTIVE PLAN
2014 LONG-TERM INCENTIVE PLAN
PG&E CORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shares have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP"). The terms and conditions of the Performance Shares are set forth in this cover sheet and the attached Performance Share Agreement (the "Agreement").
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 Performance Shares dated March 1, 2016.
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
The LTIP and Other Agreements | This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares, 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 Any prior agreements, commitments or negotiations are superseded.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 will govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation 2012 Officer Severance Policy, this Agreement will govern. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Performance Shares | PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement (the "Performance Shares"). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP. |
Vesting of Performance Shares Settlement in Shares/ Performance Goals | As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, the Committee's certification of the extent to which performance goals have been attained for this award, which certification will occur on or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the "Vesting Date"). Except as described below, all Performance Shares that have not vested will be cancelled upon termination of your employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the "rounded payout percentage" determined as follows (except as set forth elsewhere in this Agreement), rounded to the nearest whole number: |
Upon the Vesting Date, PG&E Corporation's total shareholder return ("TSR") will be compared to the TSR of the fourteen other companies in PG&E Corporation's comparator group(1) for the prior three calendar years, consisting of 2016, 2017, and 2018 (the "Performance Period").(2) Subject to rounding considerations, if PG&E Corporation's TSR falls below the 25th percentile of the comparator group the payout percentage will be 0%; if PG&E Corporation's TSR is at the 25th percentile, the payout percentage will be 25%; if PG&E Corporation's TSR is at the 60th percentile, the payout percentage will be 100%; and if PG&E Corporation's TSR is in the 90th percentile or higher, the payout percentage will be 200%. If PG&E Corporation's TSR performance is between the 25th percentile and the target, or between the target and the 90th percentile, the rounded payout percentage is determined by straight-line interpolation between the performance percentile associated with each comparator rank and between the rounded payouts | |
associated with each performance percentile (including the 25th, 60th, and 90th percentiles) as shown in above table, rounded down to the nearest whole number. | |
(1) The current Performance Comparator Group consists of the following companies: Ameren Corporation, American Electric Power, CMS Energy, Consolidated Edison, Inc., DTE Energy, Duke Energy, Edison International, Eversource Energy, NiSource, Inc., Pinnacle West Capital, SCANA Corp., Southern Company, Wisconsin Energy Corporation, and Xcel Energy, Inc. PG&E Corporation reserves the right to change the companies comprising the comparator group and the resulting payout percentage table in accordance with the rules established by PG&E Corporation in connection with this award. | |
(2) PG&E Corporation's TSR performance is measured by the value of stock price appreciation and dividends paid and reinvested, relative to companies in the Performance Comparator Group. For these purposes, average share price will be measured by comparing the average per share closing price of PG&E Corporation common stock during the 20 trading days before the beginning and the end of the Performance Period. | |
The following table sets forth the rounded payout percentages for the TSR rankings that could be achieved by companies within the comparator group: Number of Companies in Total (excluding PG&E Corporation) - 14 Performance Rounded Rank Percentile Payout 1 100% 200% 2 93% 200% 90% 200% 3 86% 186% 4 79% 162% 5 71% 138% 6 64% 114% 60% 100% 7 57% 94% 8 50% 79% 9 43% 63% 10 36% 48% 11 29% 33% 25% 25% 12 21% 0% 13 14% 0% 14 7% 0% The payout percentage, if any, will be determined as soon as practicable following the date that the Committee (or a subcommittee of that Committee) or an equivalent body certifies the extent to which performance goals have been attained, pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period. |