Agreement and Release Between PG&E Corporation and Thomas G. Boren Regarding SERP Benefits
PG&E Corporation and Thomas G. Boren have agreed that the company will purchase annuity contracts to fully satisfy Mr. Boren's supplemental executive retirement plan (SERP) benefits accrued through December 31, 2001. After this, Mr. Boren releases PG&E and its affiliates from any further liability related to these benefits, and any future claims must be directed to the annuity providers. Both parties waive any unknown claims related to these benefits up to the agreement date. This agreement replaces any prior arrangements on this subject.
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Exhibit 10.37.6
AGREEMENT AND RELEASE
December 20, 2002
To: Thomas G. Boren
Dear Tom:
This letter agreement (the "Agreement") by and between PG&E Corporation (the "Company") and you ("Executive") addresses Executive's supplemental executive retirement plan benefits (the "SERP") as defined in your offer letter dated July 21, 1999.
RECITALS
1. Executive is a participant in the SERP.
2. The Company has agreed to purchase annuity contracts on Executive's behalf with AIG Life Insurance Company and John Hancock Life Insurance Company in complete satisfaction of Executive's benefits accrued under the SERP through December 31, 2001.
AGREEMENTS AND ACKNOWLEDGMENTS
1. In consideration of the establishment and funding of contract number GA-1147 with AIG Life Insurance Company and contract number 15340 with John Hancock Life Insurance Company (the "Annuity Contracts") and the delivery to Executive of certificates under the Annuity Contracts, Executive acknowledges and agrees that all of Executive's benefits accrued under the SERP as of December 31, 2001 ("Accrued Benefits") have been fully satisfied and discharged.
2. Executive further acknowledges and agrees that the Company and its subsidiaries and affiliates shall have no further liability or obligation with respect to payment of the Accrued Benefits.
3. Executive further agrees that any claim or dispute related to the Accrued Benefits shall relate not to the SERP but rather solely to the Annuity Contracts, and Executive releases from all liability and agrees not to bring any claim, complaint or dispute against the Company or any of its subsidiaries, affiliates, officers, employees or consultants with respect to the Accrued Benefits.
4. The Company and Executive agree that all of their respective rights under Section 1542 of the Civil Code of the State of California, arising at any time prior to the date this Agreement is mutually executed by the parties, which are related or in any manner incidental to the matters encompassed by this Agreement are hereby waived. Section 1542 provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
This Agreement constitutes the entire agreement between Executive and the Company with respect to the subject matter of this Agreement and may only be modified or amended by a writing signed by Executive and the Company.
By signing below, you agree to all the terms of this Agreement.
| PG&E CORPORATION | ||
By | G. BRENT STANLEY G. Brent Stanley Senior Vice President | |
THOMAS G. BOREN Thomas G. Boren | ||
[AGREEMENT AND RELEASE BY AND BETWEEN PG&E CORPORATION AND [EXECUTIVE]]
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