Exhibit 10(uu)
DPL
INC.
AMENDED AND
RESTATED
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK UNITS AGREEMENT
(Granted Under the 2006 Equity
and Performance Incentive Plan)
The Amended and
Restated Non-Employee Director Restricted Stock Units Agreement
(the “Agreement”), effective as of
,
2007, between DPL Inc., an Ohio corporation (“DPL”),
and
,
a non-employee member of the Board of Directors of DPL and The
Dayton Power and Light Company (the “Grantee”), which
set forth the terms and conditions applicable to Restricted Stock
Units granted to the Grantee under the 2006 Equity and Performance
Incentive Plan (the “Plan”), is amended to comply with
the provisions of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), and as so amended is
restated in its entirety to provide as follows:
ARTICLE I - GRANT OF
RESTRICTED STOCK UNITS
Subject to and
upon the terms, conditions and restrictions set forth in this
Agreement and in the Plan, DPL hereby grants to the Grantee as of
the Date of Grant
Restricted Stock Units (the “Restricted Stock Units”),
which shall become non-forfeitable in accordance with
Article III hereof. Each Restricted Stock Unit shall
represent one hypothetical share of DPL’s common stock, par
value of $0.01 per share (a “Common Share”), and shall
at all times be equal in value to one Common Share.
ARTICLE II - RESTRICTIONS
ON TRANSFER OF RESTRICTED STOCK UNITS
Neither the
Restricted Stock Units granted hereby nor any interest therein or
in the Common Shares related thereto shall be transferable other
than by will or pursuant to the laws of descent and distribution
prior to payment of the Common Shares underlying this grant of
Restricted Stock Units.
ARTICLE III - VESTING OF
RESTRICTED STOCK UNITS
Section 3.1
The Restricted Stock Units shall become non-forfeitable on
April 15 of the calendar year immediately following the
calendar year of the Date of Grant (the “Vesting Date”)
if the Grantee shall have remained a member of the Board of
Directors of DPL and the Dayton Power and Light Company
(collectively, the “Board”) until the Vesting Date.
Section 3.2
Notwithstanding the provisions of Section 3.1, (a) all of
the Restricted Stock Units shall immediately become non-forfeitable
if the Grantee’s service on the Board is terminated due to
death or Disability (as defined below), (b) all of the
Restricted Stock Units shall immediately become non-forfeitable if
a Change of Control
occurs, and
(c) a pro-rata portion of the Restricted Stock Units shall
immediately become non-forfeitable if the Grantee ceases to be a
member of the Board prior to the Vesting Date for any reason other
than as set forth in (a) and (b) above and any remaining
Restricted Stock Units shall be immediately forfeited and of no
further force or effect (each of the events set forth in (a),
(b) and (c), being referred to herein as a “Vesting
Event”). For purposes of this Agreement,
“Disability” means a Grantee’s inability
to perform the duties required on a full-time basis for a period of
six consecutive months because of physical or mental illness or
other physical or mental disability or incapacity.
ARTICLE IV- PAYMENT OF
RESTRICTED STOCK UNITS
Subject to
Article V, the Restricted Stock Units that have become
non-forfeitable pursuant to Article III above shall be paid in
Common Shares transferred to the Grantee as soon as practicable
following the earlier of (a) the Vesting Date, or (b) the
occurrence of a Vesting Event; provided , however ,
to the extent the Grantee has a right to receive payment pursuant
to this Article IV and the event triggering the right to
payment would subject the Grantee to taxation under
Section 409A(a) of the Code, then notwithstanding
anything to the contrary in this Article IV, issuance of the
Common Shares underlying the Restricted Stock Units will be made,
to the extent necessary to comply with the provisions of
Section 409A of the Code, to the Grantee on the earlier of
(a) the Grantee’s “separation from service”
with DPL and its Subsidiaries (determined in accordance with
Section 409A); and further provided , that if
the Grantee is a “specified employee” (within the
meaning of Section 409A) at the time of such separation from
service, 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 Vesting Date, or (c) the Grantee’s
death.
ARTICLE V -
DEFERRAL
Section 5.1
Ability to Defer . Notwithstanding Article IV
above, the Grantee may elect to defer receipt of all or any portion
of the non-forfeitable Restricted Stock Units, which will be
credited to a bookkeeping account in the Grantee’s name.
Section 5.2
Elections . An election pursuant Section 5.1 must
be made in writing and delivered to DPL no later than
December 31 of the calendar year immediately preceding the
calendar year in which the services giving rise to the grant of
these Restricted Stock Units commence to be performed. If the
Grantee does not file an election form by the specified date, he or
she will receive the Restricted Stock Units when they otherwise
would have been paid pursuant to Article IV.
Section 5.3
Crediting to Accounts . If a Grantee elects to defer
receipt of the non-forfeitable Restricted Stock Units, there will
be credited to the Grantee’s account as of the day such
Common Shares underlying the non-forfeitable Restricted Stock Units
would have been paid, a number of deferred units (the
“Deferred Units”) equal to the number of Common Shares
that would otherwise have been delivered to the Grantee pursuant to
Article IV on such date. The Deferred Units credited to
the Grantee’s
2
