Exhibit 10(n)
DPL
INC.
AMENDED AND
RESTATED
LONG-TERM INCENTIVE PLAN -
PERFORMANCE SHARES AGREEMENT
(Granted Under the 2006 Equity
and Performance Incentive Plan)
This Amended and
Restated Long-Term Incentive Plan - Performance Shares Agreement
(this “Agreement”) is made as of
, 2008 between DPL Inc., an
Ohio corporation (“DPL”), and
,
an employee of DPL or its Subsidiaries (the
“Grantee”).
WHEREAS, effective
as of
,
2008, DPL and the Grantee entered into a Long-Term Incentive Plan
— Performance Shares Agreement (the “Agreement”)
to set forth the terms and conditions applicable to Performance
Shares granted to the Grantee under the 2006 Equity and Performance
Incentive Plan (the “Plan”).
NOW, THEREFORE, in
consideration of the mutual promises and covenants contained
herein, the parties hereto hereby agree as follows:
ARTICLE I - GRANT OF
PERFORMANCE SHARES
Section 1.1
Performance Shares
Granted . Subject to the terms of the Plan, DPL hereby
grants to the Grantee a targeted number of performance shares equal
to
(the “Target Performance Shares”), payment of which
depends on DPL’s performance as set forth in this Agreement
and in the Statement of Performance Goals (the “Statement of
Performance Goals”) approved by the Compensation Committee of
DPL’s Board of Directors (the
“Committee”).
Section 1.2
Performance Measure
. The Grantee’s right to receive all, any portion of,
or more than, the Target Performance Shares will be contingent upon
the achievement of specified levels of Total Shareholder Return
Relative to Peers (“TSR Relative to Peers”), as set
forth in the Statement of Performance Goals and will be measured
over the period January 1, 2008 through December 31, 2010
(the “Performance Period”).
ARTICLE II - EARNING OF
PERFORMANCE SHARES
Section 2.1
Below Threshold .
If, upon the conclusion of the Performance Period, TSR Relative to
Peers for the Performance Period falls below the threshold level,
as set forth in the Performance Matrix contained in the Statement
of Performance Goals, no performance shares for the Performance
Period shall become earned.
Section 2.2
Between Threshold and
Target . If, upon the conclusion of the Performance
Period, TSR Relative to Peers equals or exceeds the threshold
level, but is less than the target level, as set forth in the
Performance Matrix contained in the Statement of Performance Goals
the Target Performance Shares shall become earned based on
performance during the Performance Period, as determined by
mathematical interpolation between 50% of the targeted Performance
Shares and 100% of the targeted Performance Shares.
Section 2.3
Between Target and
Intermediate . If, upon the conclusion of the Performance
Period, TSR Relative to Peers equals or exceeds the target level,
but is less than the intermediate level, as set forth in the
Performance Matrix contained in the Statement of Performance Goals
the Target Performance Shares shall become earned based on
performance during the Performance Period, as determined by
mathematical interpolation between 100% of the targeted Performance
Shares and 150% of the targeted Performance Shares.
Section 2.4
Between Intermediate and
Maximum . If, upon the conclusion of the Performance
Period, TSR Relative to Peers equals or exceeds the intermediate
level, but is less than the maximum level, as set forth in the
Performance Matrix contained in the Statement of Performance Goals
the Target Performance Shares shall become earned based on
performance during the Performance Period, as determined by
mathematical interpolation between 150% of the targeted Performance
Shares and 200% of the targeted Performance Shares.
Section 2.5
Equals or Exceeds
Maximum . If, upon the conclusion of the Performance
Period, TSR Relative to Peers for the Performance Period equals or
exceeds the maximum level, as set forth in the Performance Matrix
contained in the Statement of Performance Goals, 200% of the Target
Performance Shares shall become earned.
Section 2.6
Conditions; Determination of
Earned Award . Except as otherwise provided herein, the
Grantee’s right to receive any performance shares is
contingent upon his or her remaining in the continuous employ of
DPL or a Subsidiary through the end of the Performance
Period. For purposes of this Agreement, the continuous employ
of the Grantee shall not be considered interrupted or terminated in
the case of sick leave, military leave or any other leave of
absence approved by DPL or in the case of transfers between
locations of DPL and its Subsidiaries. Following the
Performance Period, the Committee (or the independent members of
the Board of Directors) shall determine whether and to what extent
the goals relating to TSR Relative to Peers have been satisfied for
the Performance Period and shall determine the number of
performance shares that shall have become earned
hereunder.
ARTICLE III - CHANGE OF
CONTROL
If a Change of
Control (as defined in the Plan) occurs during the Performance
Period, but before the payment of any performance shares as set
forth in Article VII below, DPL shall pay to the Grantee, as
soon as practicable following the Change of
2
Control, a pro rata
number of the Target Performance Shares based on the number of full
months that have elapsed during the Performance Period prior to the
Change of Control and the remaining performance shares will be
forfeited; provided , however , if the event
triggering the right to payment under this Article III does
not constitute a permitted distribution event under
Section 409A(a)(2) of the Code, then notwithstanding
anything in Article III or VII to the contrary, issuance of
the Common Shares will be made, to the extent necessary to comply
with Section 409A of the Code, to the Grantee on the earlier
of (a) the Grantee’s “separation from
service” with DPL (determined in accordance with
Section 409A); and further provided , that if
the Grantee is a “specified employee” (within the
meaning of Section 409A), the Grantee’s date of issuance
of the Common Shares shall be the date that is the first day of the
seventh month after the date of the Grantee’s separation of
service with DPL; (b) the date the payment would otherwise
occur under this Agreement (to the extent it constitutes a
permitted distribution event); or (c) the Grantee’s
death.
ARTICLE IV
-
DISABILITY OR DEATH
If the
Grantee’s employment with DPL or a Subsidiary terminates
during the Performance Period, but before the payment of any
performance shares as set forth in Article VII below due to
(a) “disability” (as defined in DPL’s
long-term disability plan) or (b) death, DPL shall pay to the
Grantee or his or her executor or administrator, as the case may
be, as soon as practicable following such termination of
employment, a pro rata number of the Target Performance Shares
based on the number of full months during the Performance Period
during which the Grantee was employed by DPL and the remaining
performance shares will be forfeited; provided ,
however , if the event triggering the right to payment under
this Article IV does not constitute a permitted distribution
event under Section 409A(a)(2) of the Code, then
notwithstanding anything in Article IV or VII to the contrary,
issuance of the Common Shares will be made, to the extent necessary
to comply with Section 409A of the Code, to the Grantee on the
earlier of (a) the Grantee’s “separation from
service” with DPL (determined in accordance with
Section 409A); and further provided , that if
the Grantee is a “specified employee” (within the
meaning of Section 409A), the Grantee’s date of issuance
of the Common Shares shall be the date that is the first day of the
seventh month after the date of the Grantee’s separation of
service with DPL; (b) the date the payment would otherwise
occur under this Agreement (to the extent it constitutes a
permitted distribution event); or (c) the Grantee’s
death.
ARTICLE V -
RETIREMENT
If the
Grantee’s employment with DPL or a Subsidiary terminates
during the Performance Period, but before the payment of any
performance shares as set forth in Article VII below due to
the Grantee’s retirement approved by the Committee or the
Board, DPL shall pay to the Grantee, as soon as practicable
following the end of the Performance Period, the performance shares
to which the Grantee would have been entitled under Article II
above, had the Grantee remained employed by DPL through the end of
the Performance Per
|
