Ex-10.16



 





Exhibit 10.16




AMENDMENT TO SEVERANCE AGREEMENT




          WHEREAS, Allegheny Energy Service Corporation for itself and as agent for its parent,
Allegheny Energy, Inc., the affiliates and subsidiaries of AESC and AEI, and any successors or
assigns of any of the foregoing previously entered into that certain employment agreement with
David E. Flitman (the “Executive”) dated August 3, 2006 (the “Agreement”).




          WHEREAS, effective as of November 1, 2007, the parties desire to amend the Agreement to comply
with certain changes in applicable law.




          NOW, THEREFORE, in consideration of the covenants contained herein, and for other good and
valuable consideration, the parties hereto agree as follows:




     1. A new paragraph is added to the end of the Agreement to read as follows:




     “AESC shall be entitled to withhold from payments due hereunder any required federal,
state or local withholding or other taxes. To the extent that any amounts payable to you
under the Agreement are subject to Section 409A(a)(2)(B) of the Code, any requirements that
such amounts be paid promptly shall not apply and instead such amounts shall be paid in a lump
sum as of the date six (6) months after the date of termination. The Agreement shall be
interpreted to avoid any penalty sanctions under Section 409A of the Code. If any payment or
benefit cannot be provided or made at the time specified herein without incurring sanctions
under Section 409A of the Code, then such benefit or payment shall be provided in full at the
earliest time thereafter when such sanctions will not be imposed. For purposes of Section
409A of the Code, each payment made under the Agreement shall be treated as a separate payment
and any payment to be made upon a termination of employment under the Agreement may only be
made if such termination of employment constitutes a “separation from service” as determined
under Section 409A of the Code and its corresponding regulations and related guidance. All
reimbursements and in-kind benefits provided under the Agreement shall be made or provided in
accordance with the requirements of Section 409A of the Code, including, where applicable, the
requirement that (i) any reimbursement is for expenses incurred during your lifetime (or
during a shorter period of time specified in the Agreement), (ii) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any
other calendar year, (iii) the reimbursement of an eligible expense will be made on or before
the last day of the calendar year following the year in which the expense is incurred, and
(iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange
for another benefit.”



          IN WITNESS WHEREOF, the parties hereto have caused the Amendment to be executed as of the date
first above written.




 









 





	 	 	 	 	 
	Allegheny Energy Service Corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paul J. Evanson 	 	 
	 

	 	 	 	 
	 

	 	Paul J. Evanson	 	 
	 

	 	Chairman, President, and	 	 
	 

	 	Chief Executive Officer	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Allegheny Energy, Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Paul J. Evanson 	 	 
	 

	 	 	 	 
	 

	 	Paul J. Evanson	 	 
	 

	 	Chairman, President, and	 	 
	 

	 	Chief Executive Officer	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	/s/ David E. Flitman	 	 
	 	 	 
	David E. Flitman