Employment Agreement of Vice President



 Exhibit 10.26 
  

			
	 	  	


		
	 PAUL J. EVANSON
 Chairman, President, and Chief
Executive Officer
	  	 800 Cabin Hill Drive
 Greensburg, PA 15601
 (724) 838-6999 FAX: (724) 838-6864
 evanson@alleghenyenergy.com

		
	 	  	July 7, 2004

  
 John P. Campbell 
 111 Scenery Hill Drive 
 Canonsburg, PA 15317 
  
 Dear John: 
  
 We are pleased to extend to you our offer of employment with Allegheny Energy Service Corporation (“Allegheny”)
for the position of President, Allegheny Energy Supply. We look forward to having you start work on July 12, 2004 (your “Start Date”). This offer letter confirms the terms of our offer and describes your compensation and benefits package.

  

	 	•	 	Your base salary will be payable in accordance with Allegheny’s regular payroll practices at the rate of $300,000 per year. 

  

	 	•	 	You will be eligible to receive annual incentive compensation under Allegheny’s Annual Incentive Plan. Your target bonus will be 50% of your annual base salary and your maximum
bonus will be 100% of your annual base salary (pro-rated for 2004 based upon the period of your employment). For purposes of clarity, your target bonus for calendar year 2004 shall be $75,000 and your maximum bonus shall be $150,000. You must be
employed by Allegheny on the date on which incentive compensation is paid in order to be eligible for incentive compensation payments thereunder. 

  


	 	•	 	You will receive a sign-on bonus of $100,000 within ten days after your Start Date. You will be required to return promptly this bonus to Allegheny if, prior to the second
anniversary of your Start Date, you resign your employment with Allegheny or your employment is terminated by Allegheny for Cause (as defined in Section 2(a) of the Change in Control Agreement attached hereto). 

  

	 	•	 	You will receive a grant of stock options for 150,000 shares of Allegheny Energy, Inc.’s common stock on your Start Date (the “Grant Date”). Such options will vest in
five equal installments on each of the first five anniversaries of your Start Date. The exercise price of such options will be the closing price of Allegheny Energy, Inc. common stock on the Grant Date, as quoted in the NYSE Composite Transaction
Listing in The Wall Street Journal. Such options will be granted under the Allegheny Energy, Inc. 1998 Long-term Incentive Plan and will be subject to the terms and conditions of such Plan and the relevant option award letter.


  










 

 
  
 John P. Campbell 
 Page 2 
 July 7, 2004 
  

  

	 	•	 	You will receive a grant of 25,000 stock units on your Start Date. Such stock units will vest in five equal installments on each of the first five anniversaries of your Start Date.
Payment of units will be made in shares of Allegheny Energy, Inc.’s stock. Such units will be granted under the Allegheny Energy, Inc. Stock Unit Plan and will be subject to the terms and conditions of such Plan and the relevant stock unit
award letter. 

  

	 	•	 	You will be eligible to participate in the Allegheny Power System Supplemental Executive Retirement Plan (the “SERP”) on the terms and conditions set forth therein except
that (i) solely for purposes of determining your eligibility for benefits and the amount of your benefits under the SERP, if you remain employed by Allegheny on the fifth anniversary of your Start Date you will be credited with five additional Years
of Service as defined under the SERP and (ii) solely for purposes of determining your eligibility for benefits under the SERP, you will be deemed to have reached age 55 on the date that your employment with Allegheny ends for any reason. No
adjustment will be made to your age for purposes of computing the actual amount of your benefits under the SERP. 

  

	 	•	 	You will be entitled to participate in all benefit plans made available to employees generally. Such plans may include tax-qualified and disability, medical, group life insurance,
supplemental life insurance, sick leave, and retirement and welfare benefit plans. In addition, you will be entitled to participate in the Allegheny Energy Executive Compensation Plan, which includes reimbursement of medical and dental premiums paid
by you, five weeks of vacation per year, sick pay allowance of one year of full pay and one year of half pay, and an annual physical examination. 

  


	 	•	 	On your Start Date, Allegheny will enter into a Change in Control Agreement with you substantially in the form attached hereto. 

  

	 	•	 	If you choose to relocate your primary residence within twelve months of your Start Date, you will be reimbursed for reasonable out-of-pocket moving expenses (and gross up for any
income taxes incurred as a result of such reimbursement). If you use Allegheny’s home relocation firm, the cost of selling your home will be absorbed by Allegheny in accordance with Allegheny’s standard relocation policy. You will also be
entitled to receive relocation assistance coordination to help in arranging for moving. 

  










 

 
  
 John P. Campbell 
 Page 3 
 July 7, 2004 
  


	 	•	 	In return for the foregoing compensation and benefits, you agree to devote all of your business time and attention to Allegheny’s business and affairs. In addition, you
acknowledge and agree that the terms of this letter and the attached Change in Control Agreement do not imply employment for a specific period and thus your employment is at will. Either you or Allegheny may terminate your employment at any time,
with or without Cause and with or without notice. 

  

	 	•	 	You represent and warrant to Allegheny that you are not subject to any employment or other agreement that prevents you from accepting employment with Allegheny or performing the
duties of your position contemplated hereunder or that could subject Allegheny to any future liability or obligation to any third party. 

  

	 	•	 	Allegheny shall be entitled to withhold any required federal, state or local withholding or other taxes from payments due hereunder. 

  

	 	•	 	You agree that, during your employment with Allegheny and for a period of one year following the termination of your employment with Allegheny, whether terminated with Cause,
without Cause or by your resignation, you will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of Allegheny to leave Allegheny for any reason whatsoever, or hire or solicit the services of any employee
of Allegheny, unless Allegheny provides you with its prior written consent. 

  

	 	•	 	All offers of employment are contingent on your ability to meet the terms of the Immigration Reform and Control Act which requires you to provide documents which prove your identity
and demonstrate that you are authorized to work in the U.S. You will also be required to execute Allegheny’s standard employee confidentiality agreement for new employees and to comply with all applicable Company policies, guidelines,
directives and codes of conduct. This offer is also contingent upon the results of a physical examination, drug test, and background investigation. Please follow the instructions below to facilitate the employment process: 


 

	 	•	 	Complete, sign, and fax to us the enclosed Notification and Authorization to Conduct Background Investigation form with your signed copy of this letter. Our fax number is
724-830-5801. Please return originals in person or by U.S. mail. 

  

	 	•	 	We also ask that you contact our office at 724-830-5725 (Christina Wukich, Administrative Assistant) to arrange for the required pre-employment physical and drug screen.


  










 

 
  
 John P. Campbell 
 Page 4 
 July 7, 2004 
  


	 	•	 	This letter embodies the entire understanding between you and Allegheny and supersedes any other oral or written agreements or understandings between us. The terms of this offer
letter are strictly confidential and you agree not to disclose the contents to any person or entity other than to members of your immediate family and your legal and financial advisors. 

  
 Please confirm your acceptance of the foregoing by signing and returning to
us a copy of this letter and the attached Notification and Authorization to Conduct Background Investigation form as quickly as possible. 
  

	
	Sincerely yours,
	
	/s/    PAUL J. EVANSON         


  

	c:	D. B. Hertzog 

 D. P. Lutz 
  
 Enclosures 
  

	
	AGREED TO AND ACCEPTED:
	
	/s/    JOHN P. CAMPBELL        
	John P. Campbell