Exhibit 10.7
DPL INC.
PARTICIPATION AGREEMENT AND WAIVER
This PARTICIPATION AGREEMENT AND
WAIVER (“Agreement”) is entered into this 24
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 W. Steven Wolff
(“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 September 27,
2003, and a Change of Control Letter Agreement with the Company,
dated November 1, 2002 (as modified through September 10, 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 o
