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Exhibit 10.13
PACIFIC GAS AND ELECTRIC COMPANY
STOCK OPTION PLAN
(As adopted effective as of January 1, 1992
pursuant to the 1992 Long-Term Incentive Program
and amended on September 16, 1992)
1. Purpose of the Plan
This is the controlling and definitive statement of the Pacific Gas
and Electric Company Stock Option Plan (hereinafter called the PLAN1/). The
purpose of the PLAN is to advance the interests of the COMPANY by providing
ELIGIBLE PARTICIPANTS with financial incentives to promote the success of its
long-term (five to ten years) business objectives, and to increase their
proprietary interest in the success of the COMPANY. It is the intent of the
COMPANY to reward those ELIGIBLE PARTICIPANTS who have a significant impact on
improved long-term corporate achievements. Inasmuch as the PLAN is designed to
encourage financial performance and to improve the value of shareholders'
investment in PG&E, the costs of the PLAN will be funded from corporate
earnings.
2. Plan Administration
The PLAN shall be administered by the COMMITTEE, which shall be
constituted in such a manner as to comply with the rules governing a plan
intended to qualify as a discretionary plan under RULE 16b-3.
Subject to the provisions of the PLAN, the COMMITTEE shall have full
and final authority, in its sole discretion:
(a) to determine the ELIGIBLE PARTICIPANTS to whom OPTIONS shall
be granted and the number of shares of COMMON STOCK to be awarded under each
OPTION, based on the recommendation of the CHIEF EXECUTIVE OFFICER (except that
awards to the CHIEF EXECUTIVE OFFICER shall be shall be based on the
recommendation of the BOARD OF DIRECTORS);
(b) to determine the time or times at which OPTIONS shall be
granted;
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1/ Capitalized words are defined in Section 19 hereof.
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(c) to designate the OPTIONS being granted as ISOS or
NON-QUALIFIED STOCK OPTIONS;
(d) to vary the OPTION vesting schedule described in Section 10
hereof;
(e) to determine the terms and conditions, not inconsistent with
the terms of the PLAN, of any OPTION granted hereunder (including, but not
limited to, the consideration and method of payment for shares purchased upon
the exercise of an OPTION, and any vesting acceleration or exercisability
provisions in the event of a CHANGE IN CONTROL or TERMINATION), based in each
case on such factors as the COMMITTEE shall deem appropriate;
(f) to approve forms of agreement for use under the PLAN;
(g) to construe and interpret the PLAN and any related OPTION
agreement and to define the terms employed herein and therein;
(h) except as provided in Section 17 hereof, to modify or amend
any OPTION or to waive any restrictions or conditions applicable to any OPTION
or the exercise thereof;
(i) except as provided in Section 17 hereof, to prescribe, amend
and rescind rules, regulations and policies relating to the administration of
the PLAN;
(j) except as provided in Section 17 hereof, to suspend,
terminate, modify or amend the PLAN;
(k) to delegate to one or more agents such administrative duties
as the COMMITTEE may deem advisable, to the extent permitted by applicable law;
and
(l) to make all other determinations and take such other action
with respect to the PLAN and any OPTION granted hereunder as the COMMITTEE may
deem advisable, to the extent permitted by applicable law.
Notwithstanding the provisions contained in the foregoing paragraph,
the CHIEF EXECUTIVE OFFICER shall have the authority, in his sole discretion:
(a) to grant OPTIONS to any ELIGIBLE PARTICIPANT who, at the time of the
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OPTION grant, (i) is not an officer of the COMPANY or a DIRECTOR, and (ii) if
such ELIGIBLE PARTICIPANT is an EMPLOYEE, is receiving an annual salary which
is below the level which requires approval by the COMMITTEE; (b) to determine
the time or times at which OPTIONS shall be granted to such ELIGIBLE
PARTICIPANTS; (c) to designate the OPTIONS being granted to such ELIGIBLE
PARTICIPANTS as ISOS or NON-QUALIFIED STOCK OPTIONS; and (d) to vary the
OPTION vesting schedule described in Section 10 hereof for the OPTIONS granted
to such ELIGIBLE PARTICIPANTS; provided, however, that all grants of OPTIONS
by the CHIEF EXECUTIVE OFFICER shall conform to the guidelines previously
approved by the COMMITTEE.
3. Shares of Stock Subject to the Plan
There shall be reserved for use under the Plan and for the grant of
any other incentive awards pursuant to the PROGRAM (subject to the provisions
of Section 13 hereof) a total of 13,000,000 shares of COMMON STOCK, which
shares may be authorized but unissued shares of COMMON STOCK or issued shares
of COMMON STOCK which shall have been reacquired by PG&E.
If any OPTION expires or terminates for any reason without having
been exercised in full, then any unexercised, shares which were subject to such
OPTION (except shares as to which a related TANDEM SAR has been exercised)
shall again be available for the future grant of OPTIONS under the PLAN (unless
the PLAN has terminated). In addition, shares may be reused or added back to
the PLAN to the extent permitted by applicable law.
4. Eligibility
OPTIONS will be granted only to ELIGIBLE PARTICIPANTS. ISOS will be
granted only to EMPLOYEES. The COMMITTEE, in its sole discretion, may grant
OPTIONS to an ELIGIBLE PARTICIPANT who is a resident or citizen of a foreign
country, with such modifications as the COMMITTEE may deem advisable to reflect
the laws, tax policy or customs of such foreign country.
The PLAN shall not confer upon any OPTIONEE any right to
continuation of employment, service as a DIRECTOR or consulting relationship
with the COMPANY; nor shall it interfere in any way with the right of the
OPTIONEE or the COMPANY to terminate such employment, service as a DIRECTOR or
consulting relationship at any time, with or without cause.
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5. Designation of Options
At the time of the grant of each OPTION under this PLAN, the
COMMITTEE (or the CHIEF EXECUTIVE OFFICER, in the case of OPTIONS granted by
the CHIEF EXECUTIVE OFFICER to certain ELIGIBLE PARTICIPANTS pursuant to
Section 2 hereof) shall determine whether such OPTION is to be designated as an
ISO or a NON-QUALIFIED STOCK OPTION; provided, however, that ISOS may be
granted only to EMPLOYEES.
Notwithstanding such designation, to the extent that the aggregate
FAIR MARKET VALUE (determined for each share as of the date of grant of the
OPTION covering each share) of the shares with respect to which OPTIONS
designated as ISOS become exercisable for the first time by any OPTIONEE during
any calendar year exceeds $100,000, such OPTIONS shall be treated as
NON-QUALIFIED STOCK OPTIONS.
OPTIONS shall be awarded at no cost to the OPTIONEE.
6. Option Price
The OPTION PRICE of the COMMON STOCK under each OPTION issued shall
be the FAIR MARKET VALUE of the COMMON STOCK on the date of grant.
7. Stock Appreciation Rights
At the discretion of the COMMITTEE, an OPTION may be granted with or
without a TANDEM SAR which permits the OPTIONEE to surrender unexercised an
OPTION or portion thereof and to receive in exchange a payment having a value
equal to the difference between (x) the FAIR MARKET VALUE of the COMMON STOCK
covered by the surrendered portion of the OPTION on the date the SAR is
exercised and (y) the OPTION PRICE for such COMMON STOCK. The SAR is subject
to the same terms and conditions as the related OPTION, except that (i) the SAR
may be exercised only when there is a positive spread (i.e., when the FAIR
MARKET VALUE of the COMMON STOCK subject to the OPTION exceeds the OPTION
PRICE), (ii) in accordance with Section 8 hereof, payment of the DEA (if any)
to the OPTIONEE may be restricted, and (iii) if the OPTIONEE is a SECTION 16
OFFICER, DIRECTOR or other person whose transactions in the COMMON STOCK are
subject to Section 16(b) of the EXCHANGE ACT, the SAR may be exercised only
during the period beginning on
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the third (3rd) business day following the date of release of the COMPANY'S
quarterly or annual statement of earnings and ending on the twelfth (12th)
business day following such date. Upon the exercise of a SAR, the number of
shares subject to exercise under the related OPTION shall be automatically
reduced by the number of shares represented by the OPTION or portion thereof
surrendered. No payment will be required from the OPTIONEE upon the exercise
of a SAR, except that any amount necessary to satisfy applicable federal, state
or local tax requirements shall be withheld.
8. Dividend Equivalent Account
At the discretion of the COMMITTEE, an OPTION may be granted with or
without TANDEM DIVIDEND EQUIVALENTS. When an OPTION is granted with TANDEM
DIVIDEND EQUIVALENTS, a Dividend Equivalent Account ("DEA") shall be
established for the OPTIONEE. This DEA shall be credited quarterly on each
dividend record date with dividends which would have been paid on the COMMON
STOCK subject to the unexercised portion of the OPTION (including any portion
which has not yet vested on the record date), if such portion had been
exercised. Except as provided in Section 11(d) hereof, at the time the OPTION
or any related SAR is exercised, the OPTIONEE shall receive all funds which
have accumulated in the DEA with respect to the shares of COMMON STOCK for
which the OPTION or SAR is being exercised; provided, however, that if the
OPTIONEE exercises a SAR, such DEA funds shall only be paid to the OPTIONEE if
(i) the percentage increase in the FAIR MARKET VALUE of the COMMON STOCK over
the OPTION PRICE averages at least five percent (5%) per year for the first
five (5) years after the grant, or (ii) in the case of OPTIONS held for longer
than five (5) years from the date of grant, such FAIR MARKET VALUE has
increased by at least twenty-five percent (25%) over the OPTION PRICE.
9. Terms of Options
The term of each ISO shall be for ten (10) years from the date of
grant, subject to earlier termination as provided in Section 11 hereof. The
term of each NON-QUALIFIED STOCK OPTION shall be ten (10) years and one (1) day
from the date of grant, subject to earlier termination as provided in Section
11 hereof. Any provision of the PROGRAM to the contrary notwithstanding, no
OPTION shall be exercised after the time limitations stated in this Section 9.
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10. Limitations on Exercise
(a) Each OPTION granted under the PROGRAM shall become exercisable
and vested only to the following extent: (i) up to one-third (1/3) of the
OPTIONS granted may be exercised on or after the second (2nd) anniversary of
the date of grant; (ii) up to two-thirds (2/3) of the OPTIONS granted may be
exercised on or after the third (3rd) anniversary of the date of grant; and
(iii) up to one hundred percent (100%) of the OPTIONS granted may be exercised
on or after the fourth (4th) anniversary of the date of grant.
(b) No OPTION under the PROGRAM designated by the COMMITTEE as an
ISO and granted before January 1, 1987 may be exercised while there is
outstanding in the hands of the OPTIONEE any ISO which was granted before the
granting of the ISO hereunder sought to be exercised. For this purpose an ISO
shall be treated as outstanding until such OPTION is (i) exercised in full,
(ii) surrendered in full by exercising SARS pursuant to Section 7 hereof, or
(iii) rendered void by reason of lapse of time.
11. Termination of Employment or Relationship with the Company
(a) In the event of a TERMINATION by reason of a discharge or
TERMINATION FOR CAUSE, any unexercised OPTIONS theretofore granted to an
OPTIONEE under the PROGRAM shall forthwith terminate.
(b) In the event of a TERMINATION by reason of RETIREMENT:
(i) all OPTIONS held by the OPTIONEE and granted prior to
September 16, 1992, to the extent that such OPTIONS have not previously expired
or been exercised, shall become fully exercisable and vested, notwithstanding
the provisions of Section 10(a) hereof, and the OPTIONEE shall have the right
to exercise such OPTIONS in full at any time within their respective terms or
within three (3) years after such RETIREMENT, whichever is shorter; and
(ii) all OPTIONS held by the OPTIONEE and granted on or after
September 16, 1992, to the extent that such OPTIONS have not previously expired
or been exercised, shall become fully exercisable and vested, notwithstanding
the provisions of Section 10(a) hereof, and the OPTIONEE shall have the right
to exercise such OPTIONS in full at any time within their respective terms or
within five (5) years after such RETIREMENT, whichever is shorter.
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This three-year or five-year period (as the case may be) shall be
extended if an OPTIONEE remains on the BOARD OF DIRECTORS after RETIREMENT. In
such case, the OPTIONS may be exercised as long as the OPTIONEE remains a
DIRECTOR and for a period of six (6) months thereafter, or within three (3)
years or five (5) years (as the case may be) after RETIREMENT, whichever is
longer; provided, however, that no OPTION may be exercised after the expiration
of its term. Notwithstanding the foregoing, any ISOS held by the OPTIONEE may
be exercised only within their respective terms or within three (3) months
after RETIREMENT, whichever is shorter.
(c) In the event of a TERMINATION by reason of disability or
death, all OPTIONS held by the OPTIONEE, to the extent that such OPTIONS have
not previously expired or been exercised, shall become fully exercisable and
vested, notwithstanding the provisions of Section 10(a) hereof, and the
OPTIONEE (or the OPTIONEE'S estate or a person who acquired the right to
exercise such OPTIONS by bequest or inheritance) shall have the right to
exercise such OPTIONS at any time within their respective terms or within one
(1) year after the date of such TERMINATION, whichever is shorter. The term
"disability" shall, for the purposes of these Rules, be defined in Section
22(e)(3) of the CODE.
(d) In the event of a TERMINATION by reason of a divestiture or
change in control of a subsidiary of PG&E, which divestiture or change in
control results in such subsidiary no longer qualifying as a subsidiary
corporation under Section 424(f) of the CODE, all OPTIONS held by the OPTIONEE,
to the extent that such OPTIONS have not previously expired or been exercised,
shall become fully exercisable and vested, notwithstanding the provisions of
Section 10(a) hereof, and the OPTIONEE shall have the right to exercise such
OPTIONS in full at any time within their respective terms or within three (3)
years after such TERMINATION, whichever is shorter. This three-year period
shall be extended if an OPTIONEE remains on the BOARD OF DIRECTORS after such
TERMINATION. In such case, the OPTIONS may be exercised as long as the
OPTIONEE remains a DIRECTOR and for a period of six (6) months thereafter, or
within three (3) years after such TERMINATION, whichever is longer; provided,
however, that no OPTION may be exercised after the expiration of its term.
Notwithstanding the foregoing, any ISOS held by the OPTIONEE may be exercised
only within their respective terms or within three (3) months after such
TERMINATION, whichever is shorter.
(e) In the event of a TERMINATION for any reason other than those
specified in subparagraphs (a) through (d) above, (i) any unexercised OPTION
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or OPTIONS granted under the PROGRAM shall be deemed cancelled and terminated
forthwith, except that the OPTIONEE may exercise any unexercised OPTIONS
theretofore granted which are otherwise exercisable and vested within the
provisions of Section 10(a) hereof, during the balance of their respective
terms or within thirty (30) days of such TERMINATION, whichever is shorter, and
(ii) the DEA (if any) shall not be credited with any dividends paid after the
date of such TERMINATION.
(f) Notwithstanding the provisions of subparagraphs (a) through
(e) above, the COMMITTEE may, in its sole discretion, establish different terms
and conditions pertaining to the effect of TERMINATION, to the extent permitted
by applicable federal and state law.
12. Payment for Shares Upon Exercise of Options
The exercise of any OPTION shall be contingent upon receipt by the
COMPANY of (i) cash (including any DEA funds payable to the OPTIONEE in
connection with the exercise of such OPTION), (ii) check, (iii) shares of
COMMON STOCK, (iv) an executed exercise notice together with irrevocable
instructions to a broker to either sell the shares subject to the OPTION or
hold such shares as collateral for a margin loan and to promptly deliver to the
COMPANY the amount of sale or loan proceeds required to pay the OPTION PRICE,
(v) any combination of the foregoing in an amount equal to the full OPTION
PRICE of the shares being purchased, or (vi) such other consideration and
method of payment, other than a note from the OPTIONEE, as the COMMITTEE, in
its sole discretion, may allow (which, in the case of an ISO shall be
determined at the time of grant), to the extent permitted by applicable law.
For purposes of this paragraph, shares of COMMON STOCK that are delivered in
payment of the OPTION PRICE must have been previously owned by the OPTIONEE for
a minimum of one year, and shall be valued at their FAIR MARKET VALUE as of the
date of the exercise of the OPTION. The COMPANY shall not make loans to any
OPTIONEE for the purpose of exercising OPTIONS.
13. Adjustments Upon Changes in Number or Value of Shares of Common Stock
If there are any changes in the number or value of shares of COMMON
STOCK by reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations or other events that materially
increase or decrease the number or value of issued and outstanding shares of
COMMON
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STOCK, the COMMITTEE may make such adjustments as it shall deem appropriate, to
prevent dilution or enlargement of rights, in (i) the number of shares of
COMMON STOCK available for future grants of OPTIONS under the PLAN, (ii) the
number of shares of COMMON STOCK covered by OPTIONS then outstanding, and (iii)
the price per share of COMMON STOCK covered by each such outstanding OPTION.
14. Non-Transferability of Options
An OPTION shall not be transferable by the OPTIONEE otherwise than
by will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the CODE, Title I of ERISA or the rules
thereunder. During the lifetime of the OPTIONEE, an OPTION may be exercised
only by the OPTIONEE or by an alternate payee under a qualified domestic
relations order.
15. Change in Control
Upon the occurrence of a CHANGE IN CONTROL (as defined below):
(a) Any time periods relating to the exercise of any OPTION
granted hereunder shall be accelerated so that such OPTION may be immediately
exercised in full; and
(b) The COMMITTEE may offer any OPTIONEE the option of having the
COMPANY purchase his or her OPTION for an amount of cash which could have been
attained upon the exercise of such OPTION had it been fully exercisable;
unless the COMMITTEE in its sole discretion determines that such CHANGE IN
CONTROL will not adversely impact the OPTIONEES of OPTIONS hereunder and is in
the best interests of the shareholders of PG&E. The COMMITTEE may make such
further provisions with respect to a CHANGE IN CONTROL as it shall deem
equitable and in the best interests of the shareholders of PG&E. Such
provision may be made in any agreement relating to any OPTION granted
hereunder, by amendment to any such agreement or by resolution of the
COMMITTEE.
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The phrase "CHANGE IN CONTROL" shall have such meaning as ascribed
thereto from time to time by the COMMITTEE and set forth in any agreement
relating to any OPTION granted hereunder or by resolution of the COMMITTEE;
provided, however, that, notwithstanding the foregoing, a "CHANGE IN CONTROL"
shall be deemed to have occurred if:
(a) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the EXCHANGE ACT, but excluding any benefit plan for EMPLOYEES or
any trustee, agent or other fiduciary for any such plan acting in such person's
capacity as such fiduciary), directly or indirectly, becomes the beneficial
owner of securities of PG&E representing twenty percent (20%) or more of the
combined voting power of PG&E's then outstanding securities;
(b) during any two consecutive years, individuals who at the
beginning of such a period constitute the BOARD OF DIRECTORS cease for any
reason to constitute at least a majority of the BOARD OF DIRECTORS, unless the
election, or the nomination for election by the shareholders of PG&E, of each
new DIRECTOR was approved by a vote of at least two-thirds (2/3) of the
DIRECTORS then still in office who were DIRECTORS at the beginning of the
period; or
(c) the shareholders of PG&E shall have approved (i) any
consolidation or merger of PG&E in which PG&E is not the continuing or
surviving corporation or pursuant to which shares of COMMON STOCK are converted
into cash, securities or other property, other than a merger of PG&E in which
the holders of the COMMON STOCK immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, (ii) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all or
substantially all of the assets of the COMPANY, or (iii) any plan or proposal
for the liquidation or dissolution of PG&E.
16. Listing and Registration of Shares
Each OPTION shall be subject to the requirement that if at any time
the COMMITTEE shall determine, in its discretion, that the listing,
registration or qualification of the shares covered thereby under any
securities exchange or under any state or federal law or the consent or
approval of any governmental regulatory body, including the California Public
Utilities Commission, is necessary or desirable as a condition of, or in
connection with, the granting of such OPTION or the issue
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or purchase of shares thereunder, such OPTION may not be exercised in whole or
in part unless and until such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the COMMITTEE.
17. Amendment and Termination of the Plan and Options
The BOARD OF DIRECTORS or the COMMITTEE may at any time suspend,
terminate, modify or amend the PLAN in any respect; provided, however, that, to
the extent necessary and desirable to comply with RULE 16b-3 or with Section
422 of the CODE (or any other applicable law or regulation, including the
requirements of any stock exchange on which the COMMON STOCK is listed or
quoted), shareholder approval of any PLAN amendment shall be obtained in such a
manner and to such a degree as is required by the applicable law or regulation.
No suspension, termination, modification or amendment of the PLAN
may, without the consent of the OPTIONEE, adversely affect his or her rights
under OPTIONS theretofore granted to such OPTIONEE. In the event of amendments
to the CODE or applicable rules or regulations relating to ISOS subsequent to
the date hereof, the COMPANY may amend the PLAN, and the COMPANY and OPTIONEES
holding OPTION agreements may agree to amend outstanding OPTION agreements, to
conform to such amendments.
The COMMITTEE may make such amendments or modifications in the terms
and conditions of any OPTION as it may deem advisable, or cancel or annul any
grant of an OPTION; provided, however, that no such amendment, modification,
cancellation or annulment may, without the consent of the OPTIONEE, adversely
affect his or her rights under such OPTION; and provided further the COMMITTEE
may not reduce the OPTION PRICE or purchase price of any OPTION or OPTION below
the original OPTION PRICE or purchase price.
Notwithstanding the foregoing, the COMMITTEE reserves the right, in
its sole discretion, to (i) convert any outstanding ISOS to NON- QUALIFIED
STOCK OPTIONS, (ii) to require a OPTIONEE to forfeit any unexercised or
unpurchased OPTIONS, any shares received or purchased pursuant to an OPTION, or
any gains realized by virtue of the receipt of an OPTION in the event that such
OPTIONEE competes against the COMPANY, and (iii) to cancel or annul any grant
of an OPTION in the event of a OPTIONEE'S TERMINATION FOR CAUSE. For purposes
of the PROGRAM, "TERMINATION FOR CAUSE" shall
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include, but not be limited to, termination because of dishonesty, criminal
offense or violation of a work rule, and shall be determined by, and in the
sole discretion of, the COMMITTEE.
18. Effective Date of Program and Duration
This PLAN shall become effective as of January 1, 1992, provided the
PROGRAM is approved by the vote of the holders of a majority of the outstanding
shares of the COMMON STOCK at the April 15, 1992 Annual Meeting of Shareholders
of PG&E. Unless terminated sooner pursuant to Section 17 hereof, the PLAN
shall terminate on December 31, 2001.
19. Definitions
a. BOARD OF DIRECTORS means the Board of Directors of PG&E.
b. CHANGE IN CONTROL has the meaning set forth in Section 15 hereof.
c. CHIEF EXECUTIVE OFFICER means the Chief Executive Officer of PG&E.
d. CODE means the Internal Revenue Code of 1986, as amended from time
to time.
e. COMMITTEE means the Compensation and Management Development
Committee of the BOARD OF DIRECTORS or any successor to such
committee.
f. COMMON STOCK means common shares of PG&E with a par value of $5.00
per share.
g. COMPANY means PG&E, and any parent corporation (as defined in
Section 424(e) of the CODE) or subsidiary corporation (as defined in
Section 424(f) of the CODE).
h. CONSULTANT means any person, including an advisor, who is engaged by
the COMPANY to render services.
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i. DEA means a Dividend Equivalent Account described in Section 8
hereof.
j. DIRECTOR means any person who is a member of the BOARD OF DIRECTORS,
including an advisory, emeritus or honorary director.
k. DIVIDEND EQUIVALENT means a right that entitles the OPTIONEE to
receive cash or COMMON STOCK based on the dividends declared on the
COMMON STOCK covered by such right.
l. ELIGIBLE PARTICIPANT means any KEY EMPLOYEE. It also means, if so
identified by the COMMITTEE (or by the CHIEF EXECUTIVE OFFICER, in
the case of OPTIONS granted by the CHIEF EXECUTIVE OFFICER to
certain ELIGIBLE PARTICIPANTS pursuant to Section 2 hereof), other
EMPLOYEES, DIRECTORS, CONSULTANTS, employees or consultants of any
affiliates of PG&E, and other persons whose participation in the
PROGRAM is deemed by the COMMITTEE (or by the CHIEF EXECUTIVE
OFFICER, in the case of OPTIONS granted by the CHIEF EXECUTIVE
OFFICER to certain ELIGIBLE PARTICIPANTS pursuant to Section 2
hereof) to be in the best interests of the COMPANY; provided,
however, that DIRECTORS who are not EMPLOYEES shall not be ELIGIBLE
PARTICIPANTS.
m. EMPLOYEE means any person who is employed by the COMPANY. The
payment of a director's fee or consulting fee by the COMPANY shall
not be sufficient to constitute "employment" by the COMPANY.
n. ERISA means the Employee Retirement Income Security Act of 1974, as
amended.
o. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.
p. FAIR MARKET VALUE means the closing price of the COMMON STOCK
reported on the New York Stock Exchange Composite Transactions for
the date specified for determining such value.
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q. ISO means an OPTION intended to qualify as an incentive stock option
under Section 422 of the CODE.
r. KEY EMPLOYEE means the Corporate Secretary, Treasurer, Vice
Presidents and other executive officers of PG&E above the rank of
Vice President. It also means, if so identified by the COMMITTEE
(or by the CHIEF EXECUTIVE OFFICER, in the case of OPTIONS granted
by the CHIEF EXECUTIVE OFFICER to certain ELIGIBLE PARTICIPANTS
pursuant to Section 2 hereof), executive officers of wholly-owned
subsidiaries of PG&E (including subsidiaries which become such after
adoption of the PROGRAM) and any other key management employee of
PG&E or any wholly-owned subsidiary of PG&E.
s. NON-EMPLOYEE DIRECTOR means a DIRECTOR who is not an EMPLOYEE.
t. NON-QUALIFIED STOCK OPTION means any OPTION which is not an ISO.
u. OPTION means an option to purchase shares of COMMON STOCK granted
under the PLAN.
v. OPTIONEE means the ELIGIBLE PARTICIPANT receiving the OPTION, or his
or her legal representative, legatees, distributees or alternate
payees, as the case may be.
w. OPTION PRICE means the purchase price for the COMMON STOCK upon
exercise of an OPTION.
x. PG&E means Pacific Gas and Electric Company, a California
corporation.
y. PLAN means this Stock Option Plan or any successor plan which the
COMMITTEE may adopt from time to time with respect to the grant of
OPTIONS under the PROGRAM.
z. PROGRAM means the Pacific Gas and Electric Company 1992 Long-Term
Incentive Program, pursuant to which this PLAN is adopted.
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aa. RETIREMENT means the Actual Retirement Date under the PG&E
Retirement Plan.
ab. RULE 16b-3 means Rule 16b-3 under the EXCHANGE ACT or any successor
to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
ac. SAR means a stock appreciation right whose value is based on the
increase in the FAIR MARKET VALUE of the COMMON STOCK covered by
such right.
ad. SECTION 16 OFFICER means any person who is designated by the BOARD
OF DIRECTORS as an executive officer of PG&E and any other person
who is designated as an officer of PG&E for purposes of Section 16
of the EXCHANGE ACT.
ae. TANDEM refers to a DIVIDEND EQUIVALENT or SAR (as the case may be)
granted in conjunction with an OPTION.
af. TERMINATION occurs when an EMPLOYEE ceases to be employed by the
COMPANY as a common law employee, when a DIRECTOR ceases to be a
member of the BOARD OF DIRECTORS or when the relationship between
the COMPANY and a CONSULTANT or other ELIGIBLE PARTICIPANT
terminates, as the case may be.
ag. TERMINATION FOR CAUSE has the meaning set forth in Section 11 hereof.
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