Exhibit 10(d)
DPL INC.
RESTRICTED STOCK
AGREEMENT
(Granted Under the 2006 Equity
and Performance Incentive Plan,
as Amended and Restated
Through December 31, 2007)
WHEREAS,
(the “Grantee”) is an employee of DPL Inc., an Ohio
corporation (the “Company”) or a Subsidiary;
and
WHEREAS, the Compensation Committee
of the Board of Directors of the Company (the “Board”)
has authorized the grants evidenced by this Restricted Stock
Agreement; and
NOW, THEREFORE, the Company and the
Grantee agree as follows:
1.
Grant of Restricted
Shares. Pursuant
to the DPL Inc. 2006 Equity and Performance Incentive Plan, as
Amended and Restated Through December 31, 2007 (the
“Plan”), the Company, as of
(the “Date of Grant”), hereby grants to the Grantee
shares of Restricted Stock (as defined in the Plan) (the
“Restricted Shares”), effective as of the Date of
Grant. The stock price as of the Date of Grant shall be the
average closing price of DPL Inc. common stock for the 180 day
period ending the day before the Date of Grant. This
restricted stock award is subject to the terms and conditions of
the Plan and the following additional terms, conditions,
limitations and restrictions.
2.
Issuance of Restricted
Shares. The
Restricted Shares covered by this Agreement shall be issued to the
Grantee effective upon the Date of Grant. The Restricted
Shares shall be registered in the Grantee’s name and shall be
fully paid and nonassessable. Any certificate or other
evidence of ownership shall bear an appropriate legend referring to
the restrictions hereinafter set forth.
3.
Restrictions on Transfer of
Shares. The
Restricted Shares may not be sold, exchanged, assigned,
transferred, pledged, encumbered or otherwise disposed of by the
Grantee, except to the Company, unless the Restricted Shares are
nonforfeitable as provided in Section 4 hereof;
provided , however , that the Grantee’s rights
with respect to such Common Shares may be transferred by will or
pursuant to the laws of descent and distribution. Any
purported transfer or encumbrance in violation of the provisions of
this Section 3 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in
such Common Shares.
4.
Vesting of Restricted
Shares.
(a)
The Restricted Shares covered by
this Agreement shall become nonforfeitable [ Insert Vesting
Schedule ] if the Grantee shall have remained in the continuous
employ of the Company or a Subsidiary until such date.
(b)
Notwithstanding the provisions of
Section 4(a), all Restricted Shares covered by this Agreement
shall be nonforfeitable if the Grantee dies or becomes permanently
disabled while in the employ of the Company or a
Subsidiary.
5.
Forfeiture of Shares.
The Restricted Shares shall
be forfeited, except as otherwise provided in Section 4 above,
if the Grantee ceases to be employed by the Company or a Subsidiary
prior to the Restricted Shares becoming nonforfeitable as provided
above. In the event of forfeiture, the certificate(s), if
any, representing the Restricted Shares covered by this Agreement
shall be cancelled.
6.
Dividend, Voting and Other
Rights. Except as
otherwise provided herein, from and after the Date of Grant, the
Grantee shall have all of the rights of a shareholder with respect
to the Restricted Shares covered by this Agreement, including the
right to vote such Restricted Shares and receive any dividends that
may be paid thereon; provided , however , that any
additional Common Shares or other securities that the Grantee may
become entitled to receive pursuant to a stock dividend, issuance
of rights or warrants, stock split, combination of shares,
recapitalization, merger, consolidation, separation, or
reorganization or any other change in the capital structure
of
