This excerpt taken from the PCG DEF 14A filed Apr 1, 2009.
What is a "Change in Control"?
The PG&E Corporation Officer Severance Policy and LTIP both define a Change in Control as follows:
For purposes of this definition, the term "combined voting power" means the combined voting power of the then outstanding voting securities of PG&E Corporation or the other relevant entity.
Prior to February 15, 2006, the definition of "Change in Control" reflected in the PG&E Corporation Officer Severance Policy and the LTIP included shareholder approval of certain consolidation or merger transactions, but did not require consummation. PG&E Corporation amended its definitions of "Change in Control" to require consummation of such transactions, in response to issues raised in a shareholder proposal that was approved by shareholders at PG&E Corporation's 2005 annual meeting.
The prior definition of "Change in Control" applies to all equity grants made prior to the 2007 annual equity grants.