Exhibit 10.2
Adopted
March 4, 2004
Approved by Stockholders May 13, 2004
Amended October 5, 2006
Amended May 17, 2007
Amended and Restated January 1, 2008
ALLEGHENY ENERGY, INC.
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purpose And Effective Date .
Allegheny Energy, Inc. (the “Company”) previously
established the Allegheny Energy Inc, Non-Employee Director Stock
Plan (the “Plan”). The purpose of this Plan is to aid
the Company in attracting and retaining Non-Employee Directors by
encouraging and enabling the acquisition of a financial interest in
the Company by Non-Employee Directors through the issuance of
Shares with respect to their services as a director of the Company.
This Plan superseded and replaced the Company’s policy of
granting $12,000 worth of the Company’s common stock to each
Non-Employee Director annually as part of their director
compensation.
This Plan originally became effective
upon its approval by the stockholders of the Company. The Plan is
hereby amended and restated as of January 1, 2008 to
incorporate prior amendments, to update the Plan for certain
changes in applicable law, and to make certain other clarifying
changes.
2. Definitions . As used in this
Plan:
2.1. The
term “ Board ” means the Board of Directors of
the Company.
2.2. The
term “ Company ” means Allegheny Energy, Inc., a
Maryland corporation.
2.3. The
term “ Non-Employee Director ” means any person
who is elected or appointed to the Board and who is not, as of the
date eligibility for participation in this Plan is determined, an
employee of the Company or any of its subsidiaries.
2.4. The
term “ Payment Date ” means March 31,
June 30, September 30 and December 31 of each Year or, if
such date is not a business day for which a sale occurs on the
applicable stock exchange, the business day immediately preceding
such date for which a sale occurs on the applicable stock
exchange.
2.5. The
term “ Plan ” means this 2004 Non-Employee
Director Stock Plan, as it may be amended from time to time.
2.6. The
term “ Quarter ” means the three (3) month
period preceding a Payment Date.
2.7. The
term “ Share ” means a share of common stock,
$1.25 par value, of the Company.
2.8. The
term “ Share Payment ” has the meaning set forth
in Section 4.1.
Adopted March 4, 2004
Approved by Stockholders May 13, 2004
Amended October 5, 2006
Amended May 17, 2007
Amended and Restated January 1, 2008
2.9. The
term “ Year ” means the calendar year.
3. Eligibility . Participation in this
Plan is limited to Non-Employee Directors.
4. Share Payment .
4.1.
Subject to Section 4.2, on March 31, 2004, and on each
Payment Date thereafter, the Company shall issue to each person
then serving as a Non-Employee Director (and to any person whose
services as a Non-Employee Director terminated during the Quarter
as a result of death or disability) such number of Shares as shall
be determined by the Board from time to time (the “Share
Payment”), not to exceed one thousand (1,000) shares per
quarter (the “Quarterly Limit”), as compensation for
services performed as a Non-Employee Director during the
Quarter.
4.2. No
Share Payments will be made under this Plan until after the
approval of this Plan by the stockholders of the Company and the
receipt of any required regulatory approvals; provided ,
however , that any Share Payments otherwise payable but for
this Section 4.2 will be paid within 10 business days of the
Company’s receipt of the last of any such required
approvals.
4.3. As
soon as practicable, but in no event later than 30 days, after
each Payment Date, the Company shall cause to be issued and
delivered to each Non-Employee Director a stock certificate,
registered in the name of such Non-Employee Director, evidencing
the Share Payment pursuant to this Plan. Each such stock
certificate will bear an appropriate legend with respect to
restrictions on transferability, if applicable.
The Share
Payment may be effected on a nonce
