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This excerpt taken from the PCG 10-Q filed Nov 6, 2008. Cooperation.
a. The
Executive will, upon reasonable notice, furnish information and proper
assistance to the Company and/or its parent, affiliate or subsidiary (including
truthful
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testimony
and document production) as may reasonably be required by them or any of them in
connection with any legal, administrative or regulatory proceeding or
investigation (internal or external) in which they or any of them is, or may
become, a party, or in connection with any filing or similar obligation imposed
by any taxing, administrative or regulatory authority having jurisdiction,
provided, however, that the Company and/or its parent, affiliate or subsidiary
will pay all reasonable out-of-pocket expenses incurred by the Executive in
complying with this paragraph.
b. Until
the Resignation Date, the Executive will, as requested by the Company or
Chairman, Chief Executive Officer and President of PG&E Corporation, (i)
continue to devote his best skill and perform his duties as Chief Executive
Officer and President and a member of the board of directors of the Company
(including, without limitation, in connection with fulfilling the Company�s
reporting obligations to the Securities and Exchange Commission), (ii) cooperate
and participate in employee meetings, and (iii) cooperate in communications with
media, investment community, regulators, elected officials, other policymakers,
government officials and other stakeholders.
5. Release
of claims and covenant not to sue.
a. In
consideration of the payments and other benefits the Company is providing under
this Agreement, the Executive, on behalf of himself and his representatives,
agents, heirs and assigns, waives, releases, discharges and promises never to
assert any and all claims, liabilities or obligations of every kind and nature,
whether known or unknown, suspected or unsuspected that he ever had, now has or
might have as of the Effective Date against the Company or its predecessors,
parent, affiliates, subsidiaries, shareholders, owners, directors, officers,
employees, agents, attorneys, successors, or assigns. These released
claims include, without limitation, any claims arising from or related to the
Executive�s employment with the Company, its parent or any of its affiliates and
subsidiaries, and the termination of that employment. These released
claims also specifically include, but are not limited, any claims arising under
any federal, state and local statutory or common law, such as (as amended and as
applicable) Title VII of the Civil Rights Act, the Age Discrimination in
Employment Act, the Americans With Disabilities Act, the Employee Retirement
Income Security Act, the California Fair Employment and Housing Act, the
California Labor Code, any other federal, state or local law governing the terms
and conditions of employment or the termination of employment, and the law of
contract and tort; and any claim for attorneys� fees.
b. The
Executive acknowledges that there may exist facts or claims in addition to or
different from those which are now known or believed by him to
exist. Nonetheless, this Agreement extends to all claims of every
nature and kind whatsoever, whether known or unknown, suspected or unsuspected,
past or present, and the Executive specifically waives all rights under Section
1542 of the California Civil Code which provides that:
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c. With
respect to the claims released in the preceding paragraphs, the Executive will
not initiate or maintain any legal or administrative action or proceeding of any
kind against the Company or its predecessors, parent, affiliates, subsidiaries,
shareholders, owners, directors, officers, employees, agents, attorneys,
successors, or assigns, for the purpose of obtaining any personal relief, nor
(except as otherwise required or expressly permitted by law) assist or
participate in any such proceedings, including any proceedings brought by any
third parties.
d.
The
Executive agrees to reconfirm the release and covenants set forth herein by
executing and returning the attached Exhibit A within 30 days after the
Resignation Date. The Company shall be under no obligation to pay any
obligation to the Executive accruing after the Resignation Date absent the
Executive�s signature and return of the Exhibit A to the Company, unless
otherwise required by law. In the event the Executive should die or
become legally incapacitated prior to executing and returning the attached
Exhibit A, a release similar to that set forth in Exhibit A executed by the
Executive�s estate or legal representative will be sufficient to obligate the
Company to pay all remaining obligations or benefits.
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