Exhibit 10(c)
THE
DAYTON POWER AND LIGHT COMPANY
MANAGEMENT STOCK INCENTIVE PLAN
(AS
AMENDED AND RESTATED THROUGH DECEMBER 31, 2007)
SECTION 1. INTRODUCTION.
The Board of
Directors of DPL Inc. (“DPL”) and the Board of
Directors of The Dayton Power and Light Company
(“DP&L”) adopted The Dayton Power and Light Company
Management Stock Incentive Plan (the “Plan”). This
amended and restated version of the Plan is effective
December 31, 2007.
The purposes of
the Plan are (i) to attract and retain in the employment of
the Company executives of experience and ability by providing
incentives to those who contribute to the successful operation of
the business and affairs of the Company, (ii) to increase the
identity of interests of such key employees with those of the
Company’s shareholders, (iii) to encourage achievement
of the Company’s long term goals and objectives, and
(iv) to prevent frustration of the goals of this Plan in the
event of a Change of Control.
SECTION 2. DEFINITIONS.
The following
terms as used herein shall have the following meanings:
(a)
“BOARD OF DIRECTORS” means the Board of Directors of
DPL Inc. in place from time to time prior to a Change of
Control.
(b)
“CHANGE OF CONTROL” means any change in control of DPL,
or its principal subsidiary, DP&L, of a nature that would be
required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) as determined
by the Board of Directors in its sole discretion; provided that,
without limitation, such a Change of Control shall be deemed to
have occurred if (i) any “person” (as such term is
defined in Sections 13(d) and 14(d)(2) of the Exchange
Act; hereafter, a “Person”) other than DPL or DP&L
or an entity then directly or indirectly controlling, controlled by
or under common control with DPL or DP&L is on the date hereof
or becomes or commences a tender offer to become the beneficial
owner, directly or indirectly, of securities of DPL or DP&L
representing (A) 15% or more of the combined voting power of
the then outstanding securities of DPL or DP&L if the
acquisition of such beneficial
ownership or such
tender offer is not approved by the Board of Directors prior to the
acquisition or the commencement of such tender offer or
(B) 50% or more of such combined voting power in all other
cases; (ii) DPL or DP&L enters into an agreement to merge
or consolidate itself, or an agreement to consummate a
“combination” or “majority share
acquisition” in which it is the “acquiring
corporation” (as such terms are defined in Ohio Rev. Code
Sections 1701.01 as in effect on December 31, 1990) and in
which shareholders of DPL or DP&L, as the case may be,
immediately prior to entering into such agreement, will
beneficially own, immediately after the effective time of the
merger, consolidation, combination or majority share acquisition,
securities of DPL or DP&L or any surviving or new corporation,
as the case may be, having less than 50% of the “voting
power” of DPL or DP&L or any surviving or new
corporation, as the case may be, including “voting
power” exercisable on a contingent or deferred basis as well
as immediately exercisable “voting power”, excluding
any merger of DPL into DP&L or of DP&L into DPL;
(iii) DPL or DP&L enters into an agreement to sell, lease,
exchange or otherwise transfer or dispose of all or substantially
all of its assets to any Person other than to a wholly owned
subsidiary or, in the case of DP&L, to DPL or a wholly owned
subsidiary(ies) of DPL; but not including (A) a mortgage or
pledge of assets granted in connection with a financing or
(B) a spin-off or sale of assets if DPL continues in existence
and its common shares are listed on a national securities exchange,
quoted on the automated quotation system of a national securities
association or traded in the over-the-counter market; (iv) any
transaction referred to in (ii) or (iii) above is
consummated; or (v) those persons serving as directors of DPL
or DP&L on February 1, 2000 (the “Original
Directors”) and/or their Successors do not constitute a
majority of the whole Board of Directors of DPL or DP&L, as the
case may be (the term “Successors” shall mean those
directors whose election or nomination for election by shareholders
has been approved by the vote of at least two-thirds of the
Original Directors and previously qualified Successors serving as
directors of DPL or DP&L, as the case may be, at the time of
such election or nomination for election).
(c)
“CEO” means the Chief Executive Officer of DPL, duly
installed, from time to time, prior to a Change of Control.
However, “Committee” will be substituted for
“CEO” in discussing the CEO’s rights and benefits
under the Plan.
(d)
“COMMITTEE” means the Management Review and
Compensation Committee of the Board of Directors of DPL Inc. or
such other committee(s) as may be designated by the Board of
Directors of DPL Inc. from time to time to administer the
Plan.
(e)
“COMPANY” means The Dayton Power and Light Company
(“DP&L”), DPL Inc. (“DPL”) and any
entity which, prior to a Change of Control, is controlling,
controlled by or under common control with DP&L or DPL
Inc.
(f)
“DEFERRED COMPENSATION PLAN” means the Company’s
Key Employees Deferred Compensation Plan, as the same may be
amended, modified or supplemented from time to time.
(g)
“DIVIDEND EQUIVALENT” means the expression on the
Company’s books of a dividend with respect to a Stock
Incentive Unit; each Dividend Equivalent being equal to the cash
dividends paid from time to time on one Share.
(h)
“EARNED STOCK INCENTIVE UNITS” means Stock Incentive
Units which have been awarded and have been earned in accordance
with Section 6, together with all Dividend Equivalents with
respect to such Earned Stock Incentive Units in accordance with
Section 6 (including any Stock Incentive Units credited to the
Participant’s account as the result of the conversion of such
Dividend Equivalents into Stock Incentive Units).
(i)
“FAIR MARKET VALUE” means the average of the closing
sale price of a Share on the last trading day of each of the four
calendar months preceding the date the value of a Share is to be
determined, as reported on the New York Stock
Exchange—Composite Transactions Tape.
(j)
“INCENTIVE PERIOD” means the period established by the
Committee with respect to each Stock Incentive Award, over which
period the Stock Incentive Units included in such award are to be
earned as provided in Section 6(d) of the Plan. The
Incentive Period shall be specified by the Committee in and with
respect to each Stock Incentive Award made. If the Incentive Period
is not so specified then it shall be the calendar plan year to
which the Stock Incentive Award relates.
(k)
“PLAN” means this Management Stock Incentive
Plan.
(l)
“SHARE” means a Common Share of DPL Inc.
(m)
“STOCK INCENTIVE AWARD” means an award made under the
Plan with respect to a specified Incentive Period.
(n)
“STOCK INCENTIVE UNIT” means the expression on the
Company’s books of a unit which is equivalent to one
Share.
(o)
“TERMINATION OF EMPLOYMENT” means, when used with
respect to the payments to be made to a Participant pursuant to
Section 8 of the Plan, (i) the date such
Participant’s employment with the Company terminates, if such
termination occurs on or after such Participant’s 55th
birthday or (ii) if such Participant’s employment with
the Company terminates prior to such Participant’s 55th
birthday, the date of such Participant’s 55th
birthday.
SECTION 3. ADMINISTRATION.
(a)
COMMITTEE. The Plan shall be administered by the Committee. No
director shall serve as a voting member of the Committee if he is
then, or was at any time within one year prior to his appointment,
eligible to participate in the Plan or eligible for selection as a
person to whom Shares may be allocated or to whom stock options may
be granted pursuant to any other plan of the Company or any of its
affiliates, other than the DP&L Directors’ Deferred Stock
Compensation Plan and the Directors’
Deferred Compensation
Plan, entitling the participants therein to acquire Shares, options
or stock appreciation rights of the Company or any of its
affiliates.
(b)
AUTHORITY AND DISCRETION. Prior to a Change of Control, the
Committee shall have the power to interpret the Plan and, subject
to the provisions herein set forth, to prescribe, amend and rescind
rules and regulations and make all other determinations
necessary or desirable for the administration of the Plan. The
decision of the Committee on any questions concerning or involved
in the interpretation or administration of the Plan shall be final
and conclusive, and nothing in the Plan shall be deemed to give any
officer or employee, his legal representatives or assigns, any
right to participate in the Plan except to such extent, if any, as
the Committee may have determined or approved pursuant to the
provisions of the Plan.
SECTION 4. ELIGIBILITY.
Employees eligible
to participate in the Plan shall be those full-time salaried
employees of the Company or any entity comprising the Company who,
in the opinion of the Committee, serve in key executive,
administrative, professional or technical capacities with the
Company or any entity comprising the Company and have made a
significant contribution to the successful operation of the Company
or any entity comprising the Company.
SECTION 5. PARTICIPANTS.
From the employees
eligible to participate in the Plan, the Committee may annually
choose those who shall actually participate for that year in the
Plan (the “Participants”), and shall determine the
number of Stock Incentive Units to comprise each
Participant’s Stock Incentive Award. In choosing the
Participants and in determining the number of Stock Incentive Units
comprising a Stock Incentive Award, the Committee shall consider,
after consulting with the CEO concerning his recommendations on
these matters, the positions and responsibilities of the eligible
employees, their accomplishments during recent periods, the
corporate and individual objectives jointly established with the
CEO, the value of such accomplishments to the Company, and such
other factors as the Committee deems pertinent. The Company may
determine in any year during the term of the Plan not to make any
Stock Incentive Awards with respect to such year.
SECTION 6. OPERATION OF THE
PLAN.
(a)
STOCK INCENTIVE AWARDS. Stock Incentive Awards shall be made by the
Committee at such time or times as it may determine; however, Stock
Incentive Awards shall generally be made in the year preceding
commencement of the next plan year. At the time the Committee makes
a Stock Incentive Award, it shall determine the aggregate number of
Stock Incentive Units which may be earned by each Participant over
the Incentive Period. Except as expressly provided in a Stock
Incentive Award, the terms and conditions of the Plan shall be
deemed to be incorporated in and shall control all Stock Incentive
Awards. However, to the extent inconsistent with any
provision
of this Plan
(including, without limitation, Section 10), the terms of a
Stock Incentive Award (other than a Stock Incentive Award
applicable to Previously Earned Units) shall control this
Plan.
(b)
PREVIOUSLY AWARDED STOCK INCENTIVE UNITS. Previously awarded Stock
Incentive Units shall be deemed to have been earned or, in the
future, will be earned to the extent to which they would have been
earned if Section 6(d) had been in effect at the time
they previously were awarded and based on the Incentive Period
applicable to the related Stock Incentive Award previously
awarded.
(c)
CREDITING OF STOCK INCENTIVE UNITS AND DIVIDEND EQUIVALENTS. Earned
Stock Incentive Units for each year following the effective date of
the Plan accrue and shall be credited to a Participant’s
separate account under the Plan on the first day of the month
following the date on which they are earned. On each dividend
payment date a Dividend Equivalent shall be credited to such
account for each Earned Stock Incentive Unit (or, if and to the
extent that the related Stock Incentive Award otherwise provides,
for Stock Incentive Units awarded, whether or not such units are
Earned Stock Incentive Units) credited to the Participant’s
account. On any dividend payment date when the value of accumulated
Dividend Equivalents on Stock Incentive Units as provided above in
a Participant’s account equals the Fair Market Value of a
full Share on such date, such Dividend Equivalents shall, subject
to the terms of the Stock Incentive Award, the terms of which shall
control this Plan to the extent inconsistent herewith, be credited
to the Participant’s account as an Earned Stock Incentive
Unit. Such separate accounts are established only as a mechanism
for measuring the potential number of Shares which may be
distributed under the Plan. The Company shall retain beneficial
ownership of all Stock Incentive Units and Dividend Equivalents
credited to the accounts and such Stock Incentive Units and
Dividend Equivalents will be subject to the claims of
DP&L’s creditors. No Participant or beneficiary has or
will have any property interest in any Stock Incentive Units or
Dividend Equivalents credited to such Participant’s account
or in any specific assets of the Company.
(d)
EARNING OF STOCK INCENTIVE UNITS. Awarded Stock Incentive Units
shall be earned as specified in the related Stock Incentive Award
or as otherwise determined by the Committee. Subject to such Stock
Incentive Award and any determinations by the Committee, the terms
of which shall control this Plan to the extent inconsistent
herewith, the maximum number of Stock Incentive Units which may be
earned in any one year shall be equal to the product obtained by
multiplying the total number of Stock Incentive Units included in a
Stock Incentive Award by a fraction, the numerator of which is one
and the denominator of which is the number of calendar years in the
Incentive Period. For example, in the case of a Stock Incentive
Award for which a one-year Incentive Period applies, all of the
Stock Incentive Units may be earned in the calendar yea
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