Exhibit 10(f)
THE DAYTON POWER AND LIGHT COMPANY
MANAGEMENT STOCK INCENTIVE PLAN
(Amended Effective January 1, 1993)
Section 1. Purposes.
The purposes of the Plan are (i) to attract and retain in the
employment of the Company executives of experience and ability by
providing incentives to those who contribute to the successful
operation of the business and affairs of the Company, (ii) to
increase the identity of interests of such key employees with those
of the Company's shareholders, (iii) to encourage achievement of
the Company's long term goals and objectives, and (iv) to prevent
frustration of the goals of this Plan in the event of a Change of
Control.
Section 2. Definitions.
The following terms as used herein shall have the following
meanings:
(a) "Board of Directors" means the Board of Directors of DPL
Inc. in place from time to time prior to a Change of Control.
(b) "Change of Control" means any change in control of DPL,
or its principal subsidiary, DP&L, of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); provided that, without
limitation, such a Change of Control shall be deemed to have
occurred if (i) any "person" (as such term is defined in Sections
13(d) and 14(d)(2) of the Exchange Act; hereafter, a "Person")
other than DPL or DP&L or an entity then directly or indirectly
controlling, controlled by or under common control with DPL or DP&L
is on the date hereof, or becomes or commences a tender offer to
become the beneficial owner, directly or indirectly, of securities
of DPL or DP&L representing 15% or more of the combined voting
power of the then outstanding securities of DPL or DP&L; (ii) DPL
or DP&L enters into an agreement to merge or consolidate itself, or
an agreement to consummate a "combination" or "majority share
acquisition" in which it is the "acquiring corporation") as such
terms are defined in Ohio Rev. Code 1701.01 as in effect on
December 31, 1990) and in which shareholders of DPL or DP&L, as the
case may be, immediately prior to entering into such agreement,
will beneficially own, immediately after the effective time of the
merger, consolidation, combination or majority share acquisition,
securities of DPL or DP&L or any surviving or new corporation, as
the case may be, having less than sixty-seven percent (67%) of the
"voting power" of DPL or DP&L or any surviving or new corporation,
as the case may be, including "voting power" exercisable on a
contingent or deferred basis as well as immediately exercisable
"voting power", excluding any merger of DPL into DP&L or of DP&L
into DPL; (iii) DPL or DP&L enters into an agreement to sell,
lease, exchange or otherwise transfer or dispose of all or
substantially all of its assets to any Person other than to a
wholly-owned subsidiary or, in the case of DP&L, to DPL; but not
including a mortgage or pledge of assets granted in connection with
a financing; (iv) any transaction referred to in (ii) or (iii)
above is consummated; or (v) those persons serving as directors of
DPL or DP&L on the date of this agreement (the "Original
Directors") and/or their Successors do not constitute a majority of
the whole Board of Directors of DPL or DP&L, as the case may be
(the term "Successors" shall mean those directors whose election or
nomination for election by shareholders has been approved by the
vote of at least two-thirds of the Original Directors and
previously qualified Successors serving as directors of DPL or
DP&L, as the case may be, at the time of such election or
nomination for election).
(c) "CEO" means DP&L's Chief Executive Officer, duly
installed, from time to time, prior to a Change of Control.
However, "Committee" will be substituted for "CEO" in discussing
the CEO's rights and benefits under the Plan.
(d) "Committee" means the Management Review and Compensation
Committee of the Board of Directors of DPL Inc. or such other
committee(s) as may be designated by the Board of Directors of DPL
Inc. from time to time to administer the Plan.
(e) "Company" means The Dayton Power and Light Company
("DP&L"), DPL Inc. ("DPL") and any entity which, prior to a Change
of Control, is controlling, controlled by or under common control
with DP&L or DPL Inc.
(f) "Deferred Payment Date" means the date on which payments
of deferred Stock Incentive Units shall be made or commence.
(g) "Dividend Equivalent" means the expression on the
Company's books of a dividend with respect to a Stock Incentive
Unit; each Dividend Equivalent being equal to the cash dividends
paid from time to time on one Share.
(h) "Earned Stock Incentive Units" means Stock Incentive
Units which have been awarded and have been earned in accordance
with Section 6, together with all Dividend Equivalents with respect
to such Earned Stock Incentive Units in accordance with Section 6
(including any Stock Incentive Units credited to the Participant's
account as the result of the conversion of such Dividend
Equivalents into Stock Incentive Units).
(i) "Fair Market Value" means the average of the closing sale
price of a Share on the last trading day of each of the four
calendar months preceding the date the value of a Share is to be
determined, as reported on the New York Stock Exchange - Composite
Transactions Tape.
(j) "Incentive Period" means the period established by the
Committee with respect to each Stock Incentive Award, over which
period the Stock Incentive Units included in such award are to be
earned as provided in Section 6(d) of the Plan. The Incentive
Period shall be specified by the Committee in and with respect to
each Stock Incentive Award made. If the Incentive Period is not so
specified then it shall be the calendar plan year to which the
Stock Incentive Award relates.
(k) "Plan" means this Management Stock Incentive Plan.
(l) "Share" means a Common Share of DPL Inc.
(m) "Stock Incentive Award" means an award made under the
Plan with respect to a specified Incentive Period.
(n) "Stock Incentive Unit" means the expression on the
Company's books of a unit which is equivalent to one Share.
Section 3. Administration.
(a) Committee. The Plan shall be administered by the
Committee. No director shall serve as a voting member of the
Committee if he is then, or was at any time within one year prior
to his appointment, eligible to participate in the Plan or eligible
for selection as a person to whom Shares may be allocated or to
whom stock options may be granted pursuant to any other plan of the
Company or any of its affiliates, other than the DP&L Directors'
Deferred Stock Compensation Plan and the Directors' Deferred
Compensation Plan, entitling the participants therein to acquire
Shares, options or stock appreciation rights of the Company or any
of its affiliates.
(b) Authority and Discretion. Prior to a Change of Control,
the Committee shall have the power to interpret the Plan and,
subject to the provisions herein set forth, to prescribe, amend and
rescind rules and regulations and make all other determinations
necessary or desirable for the administration of the Plan. The
decision of the Committee on any questions concerning or involved
in the interpretation or administration of the Plan shall be final
and conclusive, and nothing in the Plan shall be deemed to give any
officer or employee, his legal representatives or assigns, any
right to participate in the Plan except to such extent, if any, as
the Committee may have determined or approved pursuant to the
provisions of the Plan.
Section 4. Eligibility.
Employees eligible to participate in the Plan shall be those
full-time salaried employees of the Company or any entity
comprising the Company who, in the opinion of the Committee, serve
in key executive, administrative, professional or technical
capacities with the Company or any entity comprising the Company
and have made a significant contribution to the successful
operation of the Company or any entity comprising the Company.
Section 5. Participants.
From the employees eligible to participate in the Plan, the
Committee may annually choose those who shall actually participate
for that year in the Plan (the "Participants"), and shall determine
the number of Stock Incentive Units to comprise each Participant's
Stock Incentive Award. In choosing the Participants and in
determining the number of Stock Incentive Units comprising a Stock
Incentive Award, the Committee shall consider, after consulting
with the CEO concerning his recommendations on these matters, the
positions and responsibilities of the eligible employees, their
accomplishments during recent periods, the corporate and individual
objectives jointly established with the CEO, the value of such
accomplishments to the Company, and such other factors as the
Committee deems pertinent. The Company may determine in any year
during the term of the Plan not to make any Stock Incentive Awards
with respect to such year.
Section 6. Operation of the Plan.
(a) Stock Incentive Awards. Stock Incentive Awards shall be
made by the Committee at such time or times as it may determine;
however, Stock Incentive Awards shall generally be made in the year
preceding commencement of the next plan year. At the time the
Committee makes a Stock Incentive Award, it shall determine the
aggregate number of Stock Incentive Units which may be earned by
each Participant over the Incentive Period. Except as expressly
provided in a Stock Incentive Award, the terms and conditions of
the Plan shall be deemed to be incorporated in and shall control
all Stock Incentive Awards. However, to the extent inconsistent
with this Plan, the terms of a Stock Incentive Award (other than a
Stock Incentive Award applicable to Previously Earned Units) shall
control this Plan.
(b) Previously Awarded Stock Incentive Units. Previously
awarded Stock Incentive Units shall be deemed to have been earned
or, in the future, will be earned to the extent to which they would
have been earned if Section 6(d) had been in effect at the time
they previously were awarded and based on the Incentive Period
applicable to the related Stock Incentive Award previously awarded.
(c) Crediting of Stock Incentive Units and Dividend
Equivalents. Earned Stock Incentive Units for each year following
the effective date of the Plan accrue and shall be credited to a
Participant's separate account under the Plan on the first day of
the month following the date on which they are earned. On each
dividend payment date a Dividend Equivalent shall be credited to
such account for each Earned Stock Incentive Unit (or, if and to
the extent that the related Stock Incentive Award otherwise
provides, for Stock Incentive Units awarded, whether or not such
units are Earned Stock Incentive Units) credited to the
Participant's account. On any dividend payment date when the value
of accumulated Dividend Equivalents on Stock Incentive Units as
provided above in a Participant's account equals the Fair Market
Value of a full Share on such date, such Dividend Equivalents
shall, subject to the terms of the Stock Incentive Award, the terms
of which shall control this Plan to the extent inconsistent
herewith, be credited to the Participant's account as an Earned
Stock Incentive Unit. Such separate accounts are established only
as a mechanism for measuring the potential amount of cash which may
be distributed under the Plan. The Company shall retain beneficial
ownership of all Stock Incentive Units and Dividend Equivalents
credited to the accounts and such amounts will be subject to the
claims of DP&L's creditors. No Participant or beneficiary has or
will have any property interest in deferred amounts or in any
specific assets of the Company.
(d) Earning of Stock Incentive Units. Awarded Stock
Incentive Units shall be earned as specified in the related Stock
Incentive Award. Subject to such Stock Incentive Award, the terms
of which shall control this Plan to the extent inconsistent
herewith, the maximum number of Stock Incentive Units which may be
earned in any one year shall be equal to the product obtained by
multiplying the total number of Stock Incentive Units included in
a Stock Incentive Award by a fraction, the numerator of which is
one and the denominator of which is the number of calendar years in
the Incentive Period. For example, in the case of a Stock
Incentive Award for which a one-year Incentive Period applies, all
of the Stock Incentive Units may be earned in the calendar year to
which the Stock Incentive Award relates, and in the case of a Stock
Incentive Award for which a three year Incentive Period has been
fixed by the Committee, up to one-third of the Stock Incentive
Units included in the Stock Incentive Award may be earned each
year. Unless the related Stock Incentive Award otherwise provides,
by its terms or by implication, prior to or as soon as practicable
after the end of each calendar year the Committee will review with
each Participant his or her achievement of the related performance
goals and will specify the number of Stock Incentive Units which
have been earned for that year by the Participant.
Section 7. Payments Under The Plan.
(a) Right to Payment of Earned Stock Incentive Units. A
Participant shall be entitled to receive payment for an awarded
Stock Incentive Unit in a given year of the Incentive Period only
if such Stock Incentive Unit shall have been earned under the
provisions of Section 6(d). Except as provided under Section 10
and Section 7(d) hereof, a Stock Incentive Unit, though earned,
only becomes vested (and, thus, ultimately payable) if the
Participant is employed by the Company on the last day of the year
of the Incentive Period in which the Participant could earn a
portion of the particular Stock Incentive Units awarded. All Stock
Incentive Units which do not become so vested shall be forfeited.
The Committee may, however, accelerate the earning and vesting of
any Stock Incentive Units awarded whether or not earned or vested,
if it determines in its sole opinion that such action is warranted.
(b) Time of Payment of Earned Stock Incentive Units. Payment
for Earned Stock Incentive Units which have been vested under
Section 7(a) and Section 7(d) shall, unless otherwise expressly
provided in the related Stock Incentive Award, be made in
accordance with the provisions of Section 8 hereof.
(c) Withholdings. There shall be deducted from all payments
any taxes required by an Federal, state, or local government to be
withheld and paid over to the government for the account of the
Participant.
(d) Special Provision for Vesting of Certain Earned Stock
Incentive Units. All Earned Stock Incentive Units earned by
Participants under Section 6(d) during the period from the
inception of the Plan in 1984 through 1991 ("Previously Earned
Units") will vest in four equal annual installments commencing in
1991 and not later than December 31 of each year thereafter. The
Participant must be employed by the Company on the date of an
installment in order to become vested in and be entitled to payment
with respect to the Previously Earned Units vesting on that date.
Notwithstanding the above sentence, in the event of (i) the death
of a Participant, (ii) the Disability, as defined in paragraph 5.A.
(or successor provision) of the Participant's severance letter
agreement with the Company (or, if the Participant is not then a
party to a severance letter agreement, under circumstances in which
payments under paragraph 5.A. [or any successor provision] of the
most restrictive severance letter agreement between the Company and
any employee [in terms of triggering the Company's obligation to
pay benefits to the employee] would become due and payable to the
Participant if he were a party thereto), of a Participant or (iii)
a Change of Control, except for a Change of Control consisting only
of the commencement of a tender offer, then all Previously Earned
Units which have not yet vested shall immediately become fully
vested and shall be paid in accordance with the provisions of
Section 8 of the Plan(or Section 10 of the Plan in the case of a
Change of Control).
Section 8. Deferral Provisions.
(a) Filing of Election Form. Under the Plan, a Participant
must elect to defer payment of any amounts earned under the Plan by
providing the Company with a written Election Form, a copy of which
is attached hereto as Exhibit A (the "Deferral Election Form"),
prior to the commencement of the Incentive Period which the
Committee uses as a basis for determining what portion of the
particular annual installment of his Stock Incentive Award may be
earned. For example, if a Participant were to elect to defer
payment of Stock Incentive Units which would be deemed to be earned
on December 31, 1990, the Election Form must be received by the
Company prior to January 1, 1990.
(b) Payment of Amounts Deferred Under the Plan. Payment of
a Participant's deferred Stock Incentive Units or of a
Participant's "Cash Account" (as defined in Section 8(d) below)
shall be made, or commence, on the Deferred Payment Date specified
by the Participant in his Deferral Election Form, provided such
date is after his termination of employment. Prior to his
termination of employment, a Participant shall specify on his
Deferral Election Form whether the Stock Incentive Units which are
Earned Stock Incentive Units at the termination of his employment
shall be credited to a deferred account as Stock Incentive Units or
as part of his Cash Account.
(c) Earned Stock Incentive Units Credited as Stock Incentive
Units. The following provisions shall apply to a Participant who
has elected to have his Earned Stock Incentive Units at termination
of employment credited to a deferred account as Stock Incentive
Units:
(i) Lump Sum Payment. In the event lump sum payment has
been elected, payment shall be made as soon as possible (but
in no event more than 60 days) after the Deferred Payment Date
specified by the Participant. Deferred payments shall be made
in cash. For purposes of determining the amount of cash
payments, the Fair Market Value of a Share on the Deferred
Payment Date shall be used.
(ii) Installment Payments. If a Participant has elected
to be paid his deferred Earned Stock Incentive Units in up to
ten equal annual installments commencing on the Deferred
Payment Date specified by him, the first installment shall be
paid in cash, as soon as practicable (but in no event more
than 10 days) after the Deferred Payment Date specified by
him. The second installment shall be paid on the twentieth
day of January of the year following the year in which the
first installment payment was made. Additional installments,
if any, shall be paid on each January 20th thereafter until
the Participant's account has been settled in full. For
purposes of determining the amount of any cash payments, the
Fair Market Value of a Share on the Deferred Payment Date
shall be used for the first installment and for each
subsequent installment, the Fair Market Value of a Share on
the January 15th immediately preceding the January 20th
installment payment date shall be used.
(d) Earned Stock Incentive Units Credited as Cash. Under the
Plan, except as otherwise provided in this Section 8(d), a
Participant may elect to have all or any portion of his Earned
Stock Incentive Units converted to cash at any time and from time
to time prior to termination of employment, and on the date of
termination of his employment as provided in Section 8(b) hereof
(collectively and individually the "Conversion Date(s)") and held
in his deferred account as cash (the "Cash Account"). Once Earned
Stock Incentive Units have been credited to a Participant's Cash
Account, no portion of such Cash Account may thereafter be
reconverted into or credited as Stock Incentive Units. The amount
credited to a Participant's Cash Account on a Conversion Date shall
be equal to the value of the Participant's Earned Stock Incentive
Units so converted on the Conversion Date based on an amount equal
to the closing sales price on the New York Stock Exchange Composite
Transaction Tape, on the Conversion Date, of Common Shares of DPL
Inc. The Company shall pay interest on funds credited to a
Participant's Cash Account at a rate equal to the average yield of
the annualized AA utility bond average as published in Moody's Bond
Survey for the preceding quarter, and shall credit such interest
quarterly. If a Participant has elected to have his Cash Account
paid, upon termination of employment, in a lump sum payment or in
equal annual installments, the date on which a lump sum payment
shall be paid or the date on which installment payments shall be
paid shall be the same as provided in Section 8(c)(i) and (ii) for
payment of Earned Stock Incentive Units deferred as Stock Incentive
Units. The foregoing to the contrary notwithstanding, if, prior to
termination of employment, a Participant elects to convert Earned
Stock Incentive Units to cash and, following such conversion, if
the Fair Market Value of such Participant's Earned Stock Incentive
Units on such Conversion Date would be less than such Participant's
"Threshold Amount" (as defined below), then the number of Earned
Stock Incentive Units converted to cash shall be reduced so that
the Fair Market Value of such Participant's Earned Stock Incentive
Units on such Conversion Date shall equal the Participant's
Threshold Amount. The Participants' Threshold Amounts are as
follows:
Executive Threshold Amount
Chief Executive Officer of
DPL Inc. Four Times Annual Base Salary
Chief Executive Officer of DP&L;
DP&L Executives in Charge of
Service and Power Plant Functions Three Times Annual Base Salary
All Other Executives Two Times Annual Base Salary
"Annual Base Salary" shall be computed before deduction for any
deferred compensation or other employee deferrals.
(e) Early Payment. Subject to Section 10, a Participant may
in no event receive a distribution of all or a portion of amounts
of cash or Earned Stock Incentive Units credited to his accounts
prior to the time that the Participant elected to receive such
amounts pursuant to Section 8(a). Notwithstanding the foregoing,
the Committee may, upon receiving a written request from the
Participant and determining that a distribution is in the best
interest of the Company and the Participant taking into account the
financial condition of each, distribute all or a portion of the
deferred compensation credited to the Participant's account.
(f) Lack of Stock Exchange Listing. In the event that the
Shares cease to be listed on the New York Stock Exchange, then all
Earned Stock Incentive Units shall be converted into cash, on the
date that the Shares cease to be so listed, in an amount equal to
the Fair Market Value of the Participants' Earned Stock Incentive
Units on such date (the "Conversion Price"). In the event the
Shares cease to be so listed as a result of a Change of Control,
the Conversion Price shall be the higher of (i) the Fair Market
Value, or (ii) the closing sales price on the New York Stock
Exchange--Composite Transaction Tape, on the date the Shares cease
to be so listed. The account of each Participant shall be credited
with an amount of cash equal to the Conversion Price of the Earned
Stock Incentive Units credited to his account, and the Company
shall pay interest on such account balance at an annual rate equal
to the average yield of the annualized AA utility bond average as
published in Moody's Bond Survey for the preceding quarter, and
shall credit such interest quarterly. If the amount payable to a
Participant under this Section 8(f) is higher than the amount
payable to such Participant under Section 10(b) hereof, then the
amount payable under this Section 8(f) shall be made.
Section 9. Master Trust.
A. Initial Transfers, Participant's Account. The Company has
secured the performance of its obligations to Participants under
this Plan by establishing and funding a master trust (hereinafter
the "Master Trust") in such amounts of cash and/or Shares as the
Company has determined to be equal to the value of a participant's
Earned Stock Incentive Units, or other currently vested or earned
benefits under the Plan ("Initial Transfer"). The Master Trust is
governed by the terms of an Amended Master Trust dated January 1,
1991, pursuant to which each Participant has been assigned separate
accounts as a mechanism for measuring the potential benefits which
may be distributed in the future.
B. Successive Transfers. On each successive quarterly
anniversary date of the date of the Initial Transfer, the Company
shall transfer such amounts of cash and/or Shares as it shall
determine to be equal to the value of benefits of Participants
under the Plan which benefits have vested or have been earned
(i.e., all Earned Stock Incentive Units) during the immediately
preceding three (3) month period.
C. Title to Funds. DP&L shall retain beneficial ownership of
all assets transferred to the Master Trust and such assets will be
subject to the claims of DP&L's creditors. No Participant or
beneficiary has or will have any property interest in the assets
held in the Master Trust or in any other specific asset of the
Company.
Section 10. Change of Control.
(a) Automatic Transfer of Authority. Any and all authority
and discretion which is exercisable by the Committee, or the CEO,
as heretofore or hereafter described in the Plan, shall
automatically be transferred to the Trustees of the Master Trust in
the event of a Change of Control.
(b) Acceleration Upon Change of Control. Upon the subsequent
termination of the Participant's employment for any reason at any
time after a Change of Control, except for a Change of Control
consisting only of the commencement of a tender offer, any and all
awarded Stock Incentive Units (other than to the extent related to
a completed Incentive Period for which the determination of the
number of Earned Stock Incentive Units has already been made; and
not to exceed the number of Stock Incentive Units comprising the
target award under the applicable Stock Incentive Award regardless
of the potential to earn more than such target award if and as
provided in such Stock Incentive Award) shall be deemed to be
Earned Stock Incentive Units and, notwithstanding any other
provision of this Plan, any Stock Incentive Award or any
installment election by the Participant to the contrary, all Earned
Stock Incentive Units (including, without limitation, Previously
Earned Units), and a Participant's entire Cash Account, including
all accrued interest therein, shall be immediately payable to the
Participant in a lump sum in cash in an amount equal to the higher
of (i) an amount based on the higher of the closing sales price on
the New York Stock Exchange--Composite Transaction Tape on the date
of termination or the date on which a Change of Control occurs,
whichever is greater, of Common Shares of DPL Inc. , or (ii) the
amount payable to a Participant under Section 8(f).
(c) (Intentionally left blank.)
(d) Funding of Master Trust. Upon a Change of Control, the
Company shall immediately transfer to the Master Trust an amount of
cash which, when combined with the other assets of the Master Trust
contributed or accruing thereto under or by reason of Section 9
hereof, are equal to the value of benefits of Participants under
the Plan (i.e., the value of all Earned Stock Incentive Units)
accrued through the date of occurrence of the Change of Control
event, determined after application of Section 10(b), and by
assuming that all Stock Incentive Units previously awarded have
become Earned Stock Incentive Units.
Section 11. Notices.
Any notice, election or any request required or permitted
hereunder, which is to be mailed or requested from the Secretary or
the CEO of the Company, shall be delivered or mailed, postage
prepaid, as follows:
(a)Prior to a Change of Control, to the Corporate Secretary
of the Company at:
The Dayton Power and Light Company
MacGregor Park
1065 Woodman Drive, P.O. Box 1247
Dayton, Ohio 45432
Attention: Corporate Secretary
(b) After a Change of Control, to the Trustees at:
Trust Department
Bank One, Dayton, NA
Kettering Tower
Dayton, Ohio 45401
The Company or Trustees may from time to time change their
addresses for receipt of notices by giving notice of such change to
the Participants, but no such change shall be deemed to be
effective until notice thereof is actually received by the
Participant to whom it is directed.
Section 12. Conditions Upon Awards and Payments.
No provision of the Plan or any Stock Incentive Award shall be
binding upon the Company or enforceable against the Company to the
extent that it would cause the Company not to comply with all
relevant provisions of state and federal law.
Section 13. No Right to Employment.
Nothing in the Plan shall confer upon any Participant or other
eligible employee the right to continue in the employment of the
Company or affect any right the Company may have to terminate the
employment of any Participant or other eligible employee.
Section 14. No Rights as Shareholders.
Participants who receive Stock Incentive Awards under the Plan
shall have no rights as shareholders of the Company as a result
thereof.
Section 15. Non-Uniform Determinations.
The Committee's determination under the Plan (including,
without limitation, its selection of Participants to receive Stock
Incentive Awards, the length of Incentive Periods, and the amount
of timing of awards) need not be uniform, and may be made by it
selectively among persons who receive, or are eligible to receive
Stock Incentive Awards under the Plan, whether or not such persons
are similarly situated.
Section 16. Non-Transferability.
Neither a Participant, nor his beneficiary, nor any other
individual shall have any right by way of anticipation or otherwise
to alienate, sell, transfer, assign, pledge, charge or otherwise
dispose of any benefits which may become payable under this Plan,
prior to the time that payment of any such benefit is made, and any
attempted anticipation, alienation, sale, transfer, assignment,
pledge, charge, or other disposition shall be null and void.
Furthermore, to the extent permitted by law, none of the benefits
payable under this Plan shall be subject to the claim or legal
process of the creditors or the Participant, or his beneficiary.
Section 17. Adjustments Upon Changes in Capitalization.
In the event of a change in outstanding Shares by reason of a
Share dividend, recapitalization, merger, consolidation, splitup,
combination or exchange of share, or the like, the number of Stock
Incentive Units allocated to a Participant's account shall be
adjusted by the Committee (whose determination in each case shall
be conclusive) to give effect as may be appropriate to any increase
or decrease in the number of issued and outstanding Shares as a
result thereof.
Section 18. Interpretation and Amendment.
This Plan will be administered by the Committee. The decision
of the Committee with respect to the administration or
interpretation of the Plan will be final and binding. The
Committee reserves the right, prior to a Change in Control, to
modify or terminate the Plan; provided, however (i) no modification
shall affect an election to defer payments already in effect for
the current calendar year or any preceding calendar year, and (ii)
following a Change of Control the Committee's discretion will be
exercised by the Trustees of the Master Trust; provided further
that the Trustees shall have no authority to terminate the Plan.
Section 19. Gender and Number.
Except when indicated by the context, any masculine
terminology used herein shall also include the feminine, and the
use of any term herein in the singular may also include the plural.
Section 20. Choice of Law.
This Plan shall be construed, rendered and governed by the
laws of the State of Ohio.
EXHIBIT A
THE DAYTON POWER AND LIGHT COMPANY
MANAGEMENT STOCK INCENTIVE PLAN
DEFERRAL ELECTION FORM
Instructions:
This Election Form relates to Stock Incentive Units deferred
pursuant to the Management Stock Incentive Plan (the "Plan").
Under the Plan, deferred Stock Incentive Units are credited to a
Participant's Account in a Master Trust created by DP&L.
1.Crediting of Stock Incentive Units (Check one).
_____I request that my Earned Stock Incentive
Units on termination of employment be credited
as Stock Incentive Units.
_____I request that my Earned Stock Incentive
Units on termination of employment be credited
to my Cash Account.
2.Payments. Payments shall be made from the Plan as
follows (check one):
a. ___lump sum payment.
b. ___annually over a period of up to ten years.
(Specify number of years _______)
Upon my death (check one):
___payments to my beneficiary shall continue or
commence in the same method to be paid to me
as elected above.
___payments are to be made to my beneficiary in a
lump sum.
DESIGNATION OF BENEFICIARY
In the event of my death all payments required to be made
under the Plan shall be made to the following person:
Name of designated
beneficiary: ___________________________________
Address of designated
beneficiary: ___________________________________
___________________________________
___________________________________
If the above-designated beneficiary does not survive me,
payments will be made to the following successor beneficiary (or to
my estate on failure to designate otherwise):
Name of designated
beneficiary: ___________________________________
Address of designated
beneficiary: ___________________________________
___________________________________
___________________________________
___________________________________
Signature
___________________________________
Date
This Election Form was received by the Secretary of the
Company on ______________________.
___________________________________
Secretary