Exhibit 10(u)
DPL INC.
STOCK OPTION PLAN
Management Stock Option
Agreement
This Agreement is made as of
December 29, 2004 (the “Grant Date”), by and between
DPL Inc., an Ohio corporation (the “Company”) and John
J. Gillen (the “Participant”).
WHEREAS, the Committee, pursuant to
the Company’s Stock Option Plan (the “Plan”), has
made an award to the Participant and authorized and directed the
execution and delivery of this Agreement;
NOW, THEREFORE, in consideration of
the foregoing, the mutual promises hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Participant
hereby agree as follows:
1.
Award. The Participant is hereby granted a stock
option (an” Option”) to purchase from the Company up to
a total of 30,000 Common Shares of the Company at the Fair Market
Value, as defined in the Plan, on the Grant Date, or $25.00 per
share (the “Exercise Price”). The term of such
Option shall be ten years, commencing on the Grant Date (the
“Term”). This Option is not intended to qualify as an
incentive stock option under Code Section 422.
2.
Vesting and Exercise.
The Option may be exercised only in
accordance with the Plan, as supplemented by this Agreement, and
not otherwise.
a.
Vesting. During its Term and prior to its earlier
termination in accordance with Section 3 of this Agreement, and
subject to Section 4 of this Agreement, the Option shall vest in
accordance with the following schedule:
b.
Exercise. Each vested portion of the Option shall
become exercisable on the date of its vesting. The Option may
be exercised for less than the full number of Shares for which the
Option is then exercisable. To the extent then exercisable, the
Option may be exercised by the Participant by giving written notice
of exercise to the Company in such form as may be
provided by the Committee,
specifying the number of Shares with respect to which the Option is
to be exercised and such other
information as the Committee may
require. Such exercise shall be effective upon receipt by the
Company of such written notice together with the required payment
of the Exercise Price and any applicable withholding taxes.
Notwithstanding the foregoing, in the event a Person acquires
beneficial ownership of securities of the Company representing 15%
or more of the combined voting power of the then outstanding
securities of the Company and such acquisition has been approved by
the Board of Directors, the vested portion of the Option shall be
exercisable prior to January 1, 2005 to enable the Participant to
sell Shares to the extent permitted under clause (ii) of Section 5
and for no other purpose.
c.
Payment of Exercise
Price. Payment of
the Exercise Price may be made by cash, check (subject to
collection) or, provided that the Shares have been owned by the
Participant for at least six months prior to such payment, by the
delivery (or attestation of ownership) of Shares having a Fair
Market Value equal to the aggregate Exercise Price and any
applicable withholding taxes. Alternatively, the Participant may
make such payment by authorizing the simultaneous sale of Shares
(or a sufficient portion thereof) acquired upon exercise through a
brokerage or similar arrangement approved in advance by the
Committee. Subject to the foregoing and except as otherwise
provided by the Committee before the Option is exercised, the
Company will deliver to the Participant, within a reasonable period
of time thereafter, a certificate or certificates representing the
Shares so acquired, registered in the name of the Participant or in
accordance with other delivery instructions provided by the
Participant and acceptable to the Committee.
3.
Termination.
Except as otherwise provided in this
Section 3, the Option shall terminate upon the expiration of its
Term.
a.
If the Participant’s
employment or other service terminates for Cause, the Option,
whether or not vested, shall be forfeited.
b.
If the Participant’s
employment or other service terminates for any reason other than
for Cause, the Participant shall be entitled to the then vested
portion of the Option and the unvested portion shall be
forfeited.
c.
In no event may the Option be
exercised beyond its Term.
4.
Change of Control.
Notwithstanding the provisions of
Sections 2(a) and 2(b) hereof, in the event of a Change of Control,
the Option shall immediately vest and become exercisable in its
entirety, provided that the Participant’s employment or other
service has not terminated prior to the date of such Change of
Control.
5.
Restriction on Sale of
Shares. If, after January
1, 2000, a Person acquires beneficial ownership of securities of
the Company representing 15% or more of the combined voting power
of the then outstanding securities of the Company, such acquisition
has been approved by the Board of Directors, and if the Participant
exercises the Optio
