· |
"Base
Salary Plus Bonus" means
the sum of:
|
(i) |
the
greater of a Senior Executive’s annual base salary as in effect
immediately prior to the date of (1) the Senior Executive’s termination of
employment or (2) the change in control,
plus
|
(ii) |
the
Short-Term Incentive Plan bonus target calculated for the fiscal year
in
which termination occurs.
|
· |
"Future
Golden Parachute Agreement”
means the following:
|
(i) |
an
employment agreement or arrangement between PG&E Corporation (or one
of its subsidiaries) and a Senior Executive pursuant to which the Senior
Executive renders services to PG&E Corporation (or one of its
subsidiaries) as an employee (and not as a consultant or other independent
contractor), when such agreement is entered into on or after the effective
date of this Policy, or
|
(ii) |
a
severance agreement between the Corporation (or one of its subsidiaries)
and a Senior Executive related to the termination of employment of
the
Senior Executive with the Corporation (or one of its subsidiaries),
when
such agreement is entered into on or after
the effective date of this Policy, or
|
(iii) |
any
policy of PG&E Corporation (or one of its subsidiaries) that provides
benefits for a Senior Executive upon severance related to a change
in
control, if such Senior Executive becomes covered by such policy on
or after
the effective date of this Policy, or
|
(iv) |
any
renewal, material modification, or extension that is made on
or after
the effective date of this Policy to an employment agreement, severance
agreement, or policy that is in effect as of the effective date of
this
Policy, to the extent permitted by law or the terms of that existing
agreement or policy.
|
· |
“Golden
Parachute Benefits” means
payments that a Senior Executive is entitled to receive if that Senior
Executive is severed (or constructively severed) following or in
connection with a change in control, and includes the following:
|
(i) |
amounts
payable in cash to a Senior Executive (including cash amounts payable
for
the uncompleted portion of an employment term under an agreement) after
that Senior Officer is severed (or constructively severed) following
a
change in control, and
|
(ii) |
special
benefits or perquisites provided to a Senior Executive at the time
of such
Senior Executive’s termination of employment.
|
· |
“Senior
Executive” means
a person who, immediately prior to his or her severance or employment,
is
an officer of PG&E Corporation or a subsidiary who has the title of
Senior Vice President or higher.
|