exhibit 10. 1 exhibit 10. 1 execution version master agreement to resolve jccp no. 4861 private party claims this master agreement to resolve jccp no. 4861 private party claims ( the “ agreement ” ) is entered into by and between ( i ) defendant southern california gas company, ( ii ) defendant sempra energy, and ( iii ) the plaintiff law firms listed on the signature pages hereto under the heading “ plaintiffs ’ counsel ” ( each individual law firm, a “ plaintiffs ’ counsel firm, ” and such firms collectively “ plaintiffs ’ counsel ” ) on behalf of their respective eligible plaintiffs ( as defined below ). defendants ( as defined below ) and plaintiffs ’ counsel, on behalf of all eligible plaintiffs they represent, are referred to herein collectively as the “ parties ” and individually as a “ party. ” 1. preamble preamble this master agreement to resolve jccp no. 4861 private party claims provides for the resolution of all causes of action, disputes, claims and allegations asserted by plaintiffs in individual actions in the judicial council coordination proceeding no. 4861 in the los angeles superior court ( “ jccp ” ). pursuant to the terms set forth herein, and subject to the satisfaction, or waiver by the defendants ( in defendants ’ sole and absolute discretion ), of the conditions precedent as set forth herein, defendants shall pay up to one billion eight hundred million dollars ( $ 1, 800, 000, 000 ) in full and final settlement of all claims of all eligible plaintiffs. the final settlement amount shall be determined based on the number of releasors. 2. definitions definitions 2. 1the term “ action ( s ) ” shall refer to the lead case captioned william gandsey, et al., v. southern california gas company, et al., los angeles superior court ( “ lasc ” ) case no. bc601844, and all complaints or cases brought on behalf of eligible plaintiffs which are identified on attachment b that have been coordinated in judicial council coordination proceeding no. 4861 titled “ southern california gas leak cases ”. this agreement excludes and is inapplicable to the complaints or cases filed by developer plaintiffs, property class plaintiffs and business class plaintiffs, the proposition 65 plaintiffs, and the shareholder derivative cases, all as set forth on attachment c. the term “ 2. 2the term “ agency proceedings ” shall mean any proceedings overseen by the california public utilities