NONQUALIFIED DEFERRED COMPENSATION PLANEquity Incentive Plan Agreement |
|
|
|
You are currently viewing: This Equity Incentive Plan Agreement involves
ALLEGHENY ENERGY, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Equity Incentive Plan Agreement by:
Exhibit 10.9
ALLEGHENY ENERGY, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
Amended and Restated as of January 1, 2008
Amended and Restated as of January 1, 2008
Allegheny Energy, Inc. (the Company) hereby establishes the Allegheny Energy, Inc.
Nonqualified Deferred Compensation Plan (the Plan).
1. Purpose And Effective Date. The purpose of the Plan is to provide tax-deferred
savings to a select group of key executive level employees by allowing them to elect to defer
compensation otherwise payable to them under the Companys Annual Incentive Plan (the AIP). This
Plan originally became effective upon its approval by the Companys Board of Directors (the
Board). The Plan is hereby amended and restated effective January 1, 2008 to update the Plan for
certain changes in the applicable law and to make certain other clarifying changes.
2. Administration. Subject to all applicable legal requirements, including without
limitation, compliance with securities, tax or other laws, or rules, regulations or regulatory
interpretations thereof, applicable to the Plan, or the requirements of the exchanges, and any
requirements of other governmental or regulatory authorities, the Plan shall be administered by the
Management Compensation and Development Committee of the Board (the Committee), which shall have
the sole authority to construe and interpret the terms and provisions of the Plan. The Committees
actions shall be final and binding on all persons and parties. The Committee may retain any
accounting, legal, clerical and other services reasonably required by it in the administration of
the Plan. The Committee may agree to pay reasonable compensation for such services, and the
Company shall pay all of the reasonable expenses of the administration of the Plan. In addition,
the Committee shall establish a process for (i) Plan participants and beneficiaries to submit
claims and (ii) making decisions on claims under the Plan.
3. Eligibility and Participation.
3.1 Eligibility to participate in the Plan is limited to employees of the Company at the level
of director or above who are then eligible for participation in the AIP.
3.2 Each individual eligible to participate shall become a participant (a Participant) by
electing, pursuant to a deferred compensation election form provided by or acceptable to the
Committee, to defer receipt of a percentage of Eligible Compensation otherwise payable to such
Participant with respect to such calendar year. A deferral election shall be irrevocable for the
calendar year for which it is made and shall terminate automatically at the end of such calendar
year. For the purposes hereof, a Participants Eligible Compensation with respect to any
calendar year shall mean the amount, if any, of the award payable to such Participant with respect
to such year under the AIP (with such amount being ordinarily payable in the following year absent
a deferral election hereunder). No deferral election may reduce a Participants compensation below
the amount necessary to satisfy applicable employment taxes, the withholding requirements under
applicable law and the amount of any contributions which the individual may be required to make or
may have elected to make under other benefit plans.
3.3 The Plans initial plan year shall begin on the date on which this Plan is adopted by the
Board and end on December 31, 2004. Each Participant who wishes to participate in the Plan and
defer a portion of his or her Eligible Compensation with respect to the initial plan year must
submit an election form no later than thirty days after the date this Plan is adopted by the Board.
3.4 Subsequent plan years shall begin on January 1 and end on December 31. Each eligible
individual who wishes to participate in the Plan and defer a portion of his or her Eligible
Compensation must submit an election form no later than December 20 of the year immediately prior
to the plan year with respect to which the election is to be effective, or as otherwise determined
by the Committee. If an individual becomes eligible for the Plan after the first day of any plan
year, he or she must file an election with the Committee no later than 30 days after such
individual becomes eligible to participate in the Plan; provided, however, that
such election shall apply only to Eligible Compensation earned after the date of such election.
3.5 A Participant shall continue to be a Participant until the entire amount due under the
Plan, if any, is paid to the Participant and/or his or her beneficiary. Each Participant shall be
bound by all of the terms and conditions of the Plan, all rules and regulations established from
time to time by the Committee and all decisions made by the Committee in accordance with the Plan.
Each Participant must furnish to the Committee all pertinent information and execute all forms,
agreements and other instruments requested by the Committee.
4. Crediting of Accounts.
4.1 The Committee shall establish a bookkeeping account (the Account) on behalf of each
Participant under the Plan. For each plan year, the Committee shall accrue the amount of Eligible
Compensation elected by the Participant to be deferred under the Plan and credit each Participants
Account with such amount on the date such Eligible Compensation would have otherwise been payable
to the Participant in the absence of an election hereunder. The Committee shall credit and/or
debit each Participants Account based upon the performance of a Participants deemed investments
in a manner and at times prescribed by the Committee.
4.2 A Participant may elect in a manner prescribed by the Committee to have a specified
percentage of his or her Account invested in one or more investment option(s) made available by the
Committee from time to time. In accordance with any procedures established by the Committee, each
Participant may elect to change the deemed investment(s) of all or a portion of his or her Account
among the investment options then allowed by the Plan. The Participant shall assume all risks in
connection with the value credited (or debited) to the Participants Account as a result of his or
her election. The Committee, in its sole discretion, may add, delete or otherwise alter the
investment options at any time. Notwithstanding the foregoing, the investment options made
available to Participants under the Plan shall be comparable to those which a participant may elect
under the Allegheny Energy Employee Stock Ownership and Savings Plan.
4.3 Statements will be sent to Participants following the end of each year as to the value of
their Accounts as of December 31 of such year.
5. Payment of Benefits.
2
5.1 Each Participant shall be 100% vested at all times in amounts held in his or her Account.
5.2 At the time that a Participant makes an election to defer Eligible Compensation for a
particular calendar year as described in Section 3, the Participant shall make an irrevocable
distribution election to have the Eligible Compensation deferred for such calendar year (and any
interest or earnings accrued thereon) distributed to him in a single lump-sum cash payment no later
than 30 business days after: (i) the first day of a calendar year that is no less than 12 months
and a day from the date of the distribution election, or (ii) the date that the Participant has a
Separation from Service (as define






