Pacific Gas & Electric (PCG)

Material breach by Employee.  In the event that the Executive breaches any material provision of this Agreement, including but not necessarily limited to paragraphs 4, 5, 6,  and/or 7, the Company may cease paying or providing any unpaid amounts or benefits (including, without limitation, continued salary payments and vesting of restricted stock grants and performance share grants) specified in this Agreement, except as otherwise required by law or subsequently determined to be due and owing pursuant to arbitration and a determination of an appropriate offset, if any, based on established liability and damages.  Subject to the Company�s establishment of breach and proof of damages, the Company shall also be entitled to the return of any and all amounts or benefits (including, without limitation, continued salary payments and vesting of restricted stock grants and performance share grants) previously paid or provided to him under this Agreement not otherwise required by law.  Despite any breach by the Executive, his other duties and obligations under this Agreement, including his waivers and releases, will remain in full force and effect.  In the event of a breach or threatened breach by the Executive of any of the provisions in paragraphs 4, 5, 6, and/or 7, the Company will, in addition to any other remedies provided in this Agreement, be entitled to equitable and/or injunctive relief and, because the damages for such a breach or threatened breach will be difficult to determine and will not provide a full and adequate remedy, the Company will also be entitled to specific performance by the Executive of his obligations under paragraphs 4, 5, 6, and/or 7, without any requirement to post any bond, which is hereby expressly waived by the Executive.