Ex-10.2



 





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 This Plan superseded and replaced the Company’s policy of granting $12,000 worth of the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 noncertificated basis, to the extent not prohibited by
applicable law or the rules or requirements of any applicable stock exchange.




4.4. Non-Employee Directors shall not be deemed for any purpose to
be, or have any rights as, stockholders of the Company with respect to any Shares awarded
under this Plan except if, as and when Shares are issued and then only from the date of
issuance of such Shares. Except as otherwise provided in Section 8, no adjustment shall be
made for dividends or distributions or other rights for which the record date is prior to the
date of issuance.


5. Shares Subject To The Plan. Subject to
adjustment as provided below, an aggregate of 300,000 Shares shall be available for issuance under
the Plan. The Shares to be issued under the Plan may be made available from authorized but unissued
Shares or Shares held in the treasury. Any change in the number of outstanding Shares of the
Company occurring through stock splits, combination of Shares, recapitalization, stock dividends,
or other similar changes in the Company’s capital stock after the adoption of



 









 







Adopted March 4, 2004

Approved by Stockholders May 13, 2004

Amended October 5, 2006

Amended May 17, 2007

Amended and Restated January 1, 2008



Plan shall be appropriately reflected in an increase or decrease in the amount of the Quarterly
Limit and the aggregate number of Shares available for issuance under the Plan. The Board shall
have the power and sole discretion to determine the amount of the adjustment to be made in each
case.



6. Amendment And Discontinuance.





6.1. The Board may, without further action by the stockholders,
amend this Plan or condition or modify Shares issued under this Plan (a) to conform this
Plan to securities or other laws, or rules, regulations or regulatory interpretations
thereof, applicable to this Plan, or (b) to comply with stock exchange rules or
requirements.




6.2. Subject to Section 6.4, the Board may from time to time
amend this Plan, or any provision thereof, without further action of the Company’s
stockholders, except that:




(a) No amendment may affect a Non-Employee Director’s rights with respect to any
Shares issued under this Plan prior to such amendment without such Non-Employee
Director’s consent.




(b) No amendment may change the number of Shares available for issuance under the
Plan or increase the Quarterly Limit without the approval of the stockholders of
the Company.




(c) This Section 6.2 may not be amended.




6.3 The Board may suspend or discontinue this Plan in whole or in
part, but any such suspension or discontinuance shall not affect Share Payments under this
Plan prior thereto.




6.4 Notwithstanding anything to the contrary in this Section 6, any
amendment to this Plan must comply with all applicable legal requirements including without
limitation, compliance with securities, tax, or other laws, or rules, regulations or
regulatory interpretations thereof, applicable to this Plan, or the requirements of the
exchanges on which Shares may, at the time, be listed, and any requirements of other
governmental or regulatory authorities (including, without limitation, any requirements for
stockholder approval).


7. Compliance With Applicable Legal
Requirements. No Share Payments shall be made unless such Share Payments
comply with all applicable legal requirements including without limitation, compliance with the
provisions of the Securities Act of 1933, as amended, the Public Utility Holding Company Act of
1935, as amended, the



 









 







Adopted March 4, 2004

Approved by Stockholders May 13, 2004

Amended October 5, 2006

Amended May 17, 2007

Amended and Restated January 1, 2008



requirements of the exchanges on which Shares may, at the time, be listed, and any requirements of
other governmental or regulatory authorities.



8. Deferral Election. Notwithstanding Section 4 or any other provision
in this Plan to the contrary, each Non-Employee Director shall have the right to elect to defer the
entire amount of the Share Payments otherwise payable to him in accordance with the Company’s
Revised Plan for Deferral of Compensation of Directors or any successor plan (collectively, the
“Deferral Plan”), as long as any such plan shall remain in effect. Without limiting the foregoing,
any dividends declared with respect to deferred Share Payments may be credited to Non-Employee
Directors in accordance with the terms of the Deferral Plan and paid in the form of Shares from the
Plan (except that any fractional Share may be paid in cash). Any deferral by a Non-Employee
Director under the Deferral Plan shall comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended, and its corresponding regulations and related guidance.



9. 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 on which Shares may, at the time, be listed, and any requirements of
other governmental or regulatory authorities (including, without limitation, any requirements for
stockholder approval), the Plan shall be administered by the Board, which shall have the sole
authority to construe and interpret the terms and provisions of the Plan. The Board shall maintain
records and disburse payments hereunder. The Board’s interpretations, determinations, regulations
and calculations shall be final and binding on all persons and parties concerned. The Board may
adopt, amend and rescind such rules and regulations as it deems necessary, desirable or appropriate
in administering the Plan, and the Board may act at a meeting, in a written action without meeting
or by having actions otherwise taken by a member of the Board pursuant to a delegation of duties
from the Board. The determination of the Board as to any disputed questions arising under the Plan,
including questions of construction and interpretation, shall be final, binding and conclusive upon
all persons.