Exhibit 10(w)
DPL INC.
PARTICIPATION AGREEMENT AND
WAIVER
This PARTlClPATlON AGREEMENT AND WAIVER
(“Agreement”) is entered into this 24th 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
Joseph R.
Boni III (“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 with DPL and DP&L (collectively, the
“Company”), dated August 29, 2005 (the “Prior
Agreement”);
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.
1
3.
Termination of Prior
Agreement .
Executive, for himself and his dependents,
successors, assigns, heirs, executors and administrators (and his
and their legal representatives of every kind), and the Company hereby agree that,
upon execution of this Agreement, the Prior Agreement shall
terminate and have no further force and effect.
4.
Remaining
Rights .
Notwithstanding the terms of Section
3 of this Agreement, Executive and the Company
hereby agree that nothing in this Agreement negates or diminishes
Executive’s right under any agreement other than the Prior
Agreement, including, but not limited to, the right to
(a) receive the benefits or his obligations with respect to
his relocation from Cleveland, Ohio to Dayton, Ohio
as described on Schedule
A attached hereto and (b) receive
the amounts payable under the DPL Inc. 2003 Long-Term Incentive
Plan that are payable as the amounts vest.
5.
Perquisite
Allowance .
By executing this Agreement, Executive shall be
entitled to receive a perquisite allowance in the amount of $20,000
per year (the “Perquisite Allowance”), for each year
that (a) Executive remains designated by the Committee as
eligible to receive the Perquisite Allowance and (b) DPL continues to make the Perquisite
Allowance available to executive-level employees of the Company.
Executive has been designated by the Committee as eligible to
receive the Perquisite Allowan
