Common use of Vesting of Performance Shares Clause in Contracts

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment. Settlement in Shares 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 “settlement percentage” determined as follows: Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the settlement percentage will be 25%; if PG&E Corporation’s TSR is at the 75th percentile, the settlement percentage will be 100%; and if PG&E Corporation’s TSR is in the xxx xxxx, the settlement percentage will be 200%. The following table sets forth the settlement percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group: 1 The identities of the companies currently comprising the comparator group are included in the prospectus. PG&E Corporation reserves the right to change the companies comprising the comparator group at any time.

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment. Settlement in Shares 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 “settlement percentage” determined as follows: Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the settlement percentage will be 25%; if PG&E Corporation’s TSR is at the 75th percentile, the settlement percentage will be 100%; and if PG&E Corporation’s TSR is in the xxx xxxx, the settlement percentage will be 200%. The following table sets forth the settlement percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group: 1 The identities current Performance Comparator Group consists of the companies currently comprising the comparator group are included in the prospectusfollowing companies: American Electric Power, Consolidated Edison, DTE Energy, Duke Energy, NiSource, Inc., Northeast Utilities, Pinnacle West Capital, Progress Energy, Southern Company, SCANA Corp., Wisconsin Energy Corp., and Xcel Energy. PG&E Corporation reserves the right to change the companies comprising the comparator group at any time. PG&E Corporation’s TSR rank within the comparator group: Number of Companies in Total (Including PG&E Corporation) - 13 Rank Performance Percentile Rounded Payout 1 100% 200% 2 92% 170% 3 83% 130% 4 75% 100% 5 67% 90% 6 58% 75% 7 50% 65% 8 42% 50% 9 33% 35% 10 25% 25% 11 17% 0% 12 8% 0% The final settlement percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee of the PG&E Corporation Board of Directors certifies the TSR percentile rank over the Performance Period 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 sixty (60) days after the Vesting Date. Dividends Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement shall be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same settlement percentage used to determine the number of shares you are entitled to receive, if any. Voluntary Termination If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment. Settlement in Shares 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 “settlement percentage” determined as follows: follows (except as set forth elsewhere in this Agreement): Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the settlement percentage will be 25%; if PG&E Corporation’s TSR is at the 75th percentile, the settlement percentage will be 100%; and if PG&E Corporation’s TSR is in the xxx xxxx, the settlement percentage will be 200%. The following table sets forth the settlement 1 The current Performance Comparator Group consists of the following companies: American Electric Power, CMS Energy, Consolidated Edison, DTE Energy, Duke Energy, NiSource, Inc., Northeast Utilities, Pinnacle West Capital, Southern Company, SCANA Corp., Wisconsin Energy Corp., and Xcel Energy. PG&E Corporation reserves the right to change the companies comprising the comparator group in accordance with the rules established by PG&E Corporation in connection with this award. percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group: Number of Companies in Total (Including PG&E Corporation) - 13 Rank Performance Percentile Rounded Payout 1 100% 200% 2 92% 170% 3 83% 130% 4 75% 100% 5 67% 90% 6 58% 75% 7 50% 65% 8 42% 50% 9 33% 35% 10 25% 25% 11 17% 0% 12 8% 0% The identities final settlement percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee (or a subcommittee of that Committee) of the companies currently comprising PG&E Corporation Board of Directors or an equivalent body certifies the comparator group are included in TSR percentile rank over the prospectusPerformance Period pursuant to Section 10.5(a) of the LTIP. PG&E Corporation reserves will issue shares as soon as practicable after such determination, but no earlier than the right Vesting Date, and not later than sixty (60) days after the Vesting Date. Dividends Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to change the companies comprising dividend multiplied by the comparator group number of Performance Shares granted to you by this Agreement shall be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any timedividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same settlement percentage used to determine the number of shares you are entitled to receive, if any. Voluntary Termination If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.

Vesting of Performance Shares. As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment. Settlement in Shares 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 “settlement payout percentage” determined as follows: follows (except as set forth elsewhere in this Agreement): Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the settlement payout percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the settlement payout percentage will be 25%; if PG&E Corporation’s TSR is at the 75th 60th percentile, the settlement payout percentage will be 100%; and if PG&E Corporation’s TSR is in the xxx xxxx90th percentile or higher, the settlement payout percentage will be 200%. The following table sets forth the settlement payout percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group: 1 The identities current Performance Comparator Group consists of the companies currently comprising the comparator group are included in the prospectus. following companies: American Electric Power, CMS Energy, Consolidated Edison, Inc., DTE Energy, Duke Energy, NiSource, Inc., Northeast Utilities, Pinnacle West Capital, Southern Company, SCANA Corp., 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. Number of Companies in Total (Including PG&E Corporation) - 13 Rank Performance Percentile Rounded Payout 1 100% 200% 2 92% 200% 3 83% 178% 4 75% 150% 5 67% 122% 6 58% 96% 7 50% 79% 8 42% 61% 9 33% 43% 10 25% 25% 11 17% 0% 12 8% 0% The final payout percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee (or a subcommittee of that Committee) of the PG&E Corporation Board of Directors or an equivalent body certifies the TSR percentile rank over the Performance Period 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 sixty (60) days after the Vesting Date. Dividends Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement shall be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any timedividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Voluntary Termination If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.