Exhibit 10(u)
DPL INC.
PARTICIPATION AGREEMENT AND
WAIVER
This PARTICIPATION AGREEMENT AND WAIVER
(“Agreement”) is entered into this 27 th day
of February 2006 (the “Effective Date”) among DPL
Inc., an Ohio corporation (“DPL”), The Dayton Power and Light Company, an
Ohio corporation (“DP&L”), and Gary G. Stephenson
(“Executive”).
WHEREAS, DPL has implemented a new executive
compensation program (the “Program”), generally
effective as of January 1, 2006;
WHEREAS, the Program provides benefits pursuant
to the following plans which have been approved by the Compensation
Committee of the Board of Directors of DPL (the
“Committee”) and adopted by the Board
of Directors of DPL (the
“Board”): the DPL Inc. Severance Pay and Change of
Control Plan, the DPL Inc. Supplemental Executive Defined
Contribution Retirement Plan, the DPL Inc. 2006 Equity and Performance Incentive Plan
(“EPIP”), and the DPL Inc. Executive Incentive
Compensation Plan (collectively, the
“Plans”);
WHEREAS, Executive’s participation in the
Plans requires execution of this Agreement in order
to be eligible to receive benefits under
such Program; and
WHEREAS, Executive previously entered into an
Employment Agreement and a Change of Control Letter Agreement with
DPL and DP&L (collectively, the “Company”), both
dated September 17, 2004 (the “Prior
Agreements”);
NOW THEREFORE, in consideration of the promises and agreements
contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and
intending to be legally bound, Executive agrees as
follows:
1.
Effective
Date .
This Agreement is effective on the date hereof
and will continue in effect as provided herein.
2.
Participation in the
Plans .
DPL confirms that Executive (a) has been designated by the Committee and the
Board to participate in each of the Plans pursuant to the terms
thereof, contingent on his execution of this Agreement and, with respect to the EPIP,
its approval by the shareholders of the Company at their annual meeting on
April 26, 2006, and (b) is eligible to receive additional
benefits as such are provided to other similarly situated employees
of the Company from time to time.
3.
Termination of Prior
Agreements .
Executive, for himself and his dependents,
successors, assigns, heirs, executors and administrators (and
his and
their legal
representative
