EXHIBIT 10(A)
THE DAYTON POWER AND LIGHT COMPANY
DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
(AS AMENDED THROUGH DECEMBER 31, 2000)
1. GENERAL.
The name of the plan shall be the "Directors' Deferred Stock Compensation
Plan". The Plan provides Directors of the Company who are not employees of the
Company, with deferred payments of stock compensation awards payable for
services as a Director.
2. DEFINITIONS.
When used herein, the following terms shall have the following meanings:
A. "Stock Awards" means Shares issued by DPL Inc. pursuant to this Plan.
B. "Board of Directors" means the Board of Directors of DPL Inc. in place
from time to time prior to a Change of Control as defined herein.
C. "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") as determined by the Board
of Directors in its sole discretion; 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 (A) 15%
or more of the combined voting power of the then outstanding securities of DPL
or DP&L if the acquisition of such beneficial ownership or such tender offer is
not approved by the Board of Directors prior to the acquisition or the
commencement of such tender offer or (B) 50% or more of such combined voting
power in all other cases; (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 ss.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 50% of the "voting power" of
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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 or a wholly owned subsidiar(ies) of DPL; but not including (A) a
mortgage or pledge of assets granted in connection with a financing or (B) a
spin-off or sale of assets if DPL continues in existence and its common shares
are listed on a national securities exchange, quoted on the automated quotation
system of a national securities association or traded in the over-the-counter
market; (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 February 1, 2000
(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).
D. "CEO" means the Chief Executive Officer of DPL 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 in the Plan.
E. "Committee" means the Compensation and Management Review Committee of
the Board of Directors of DPL Inc. or such other committee(s) as the Board of
Directors of DPL Inc. may designate from time to time to administer the Plan.
F. "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..
G. "Election Form" means the form attached hereto as Exhibit A (or such
other form as the Committee may designate from time to time) which shall be used
for electing the manner and time to receive payment of Stock Awards in
accordance with the provisions of the Plan.
H. "Participant" means any director of the Company who is not an employee
of the Company.
I. "Plan" means this Directors' Deferred Stock Compensation Plan.
J. "Share" or "Shares" means the common shares of DPL Inc.
K. "Stock Deferral Account" means the account established by the Company in
the Participant's name to which Shares will be credited in accordance with the
Stock Deferral Provisions.
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L. "Stock Deferral Provisions" means those provisions of the Plan under
which:
(1) The Committee may, in its discretion, annually determine the
number of Shares to be awarded(hereinafter "Stock Awards") for each
Participant;
(2) Consistent with Sections 3(A) and 3(B) hereof, the Company shall
contribute to one or more of the Master Trusts the number of Shares
authorized as Stock Awards, on behalf of each Participant;
(3) Each Participant's Stock Deferral Account shall be credited with
the Shares in the Stock Award;
(4) Cash dividends paid on the Shares held by the Master Trusts shall
be used by the Trustees to acquire additional Shares from the Company;
(5) Each Participant's Stock Deferral Account shall also be credited
with Shares received as stock dividends and stock splits, and warrants
and other property received with respect to Shares held in the Stock
Deferral Account; and
(6) Amounts credited to a Participant's Stock Deferral Account
(including Shares purchased by the Trustees with cash dividends
received on Shares held by the Master Trusts) shall be paid in the
form of Shares in accordance with the Participant's election in a lump
sum payment or approximately equal annual installments over a period
of years commencing on the date specified by the Participant on the
Election Form.
M. "Trustees" means, as the context may require, the trustees of a Master
Trust to the extent that benefits under the Plan are being funded under such
Master Trust.
3. MASTER TRUSTS.
A. PARTICIPANT'S ACCOUNTS. The Company has established, and may in the
future establish, one or more trusts (each such trust, as it may be amended from
time to time, is referred to herein as a "Master Trust") for the purposes, among
others, of securing the performance by the Company of its obligation to
Participants to make the distributions under the Plan and has funded one or more
of the Master Trusts in an aggregate amount of cash and/or Shares as the Company
has determined to be equal to the value of the benefits of the Participants
under the Plan. Pursuant to one or more of the Master Trusts, each Participant
has been assigned a separate account as a mechanism for measuring the potential
benefits which may be distributed in the future. Subsequent transfers of cash
and/or Shares which the Company is required to make to the Master Trusts
pursuant to Section 3.B,
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4.B or 9.C hereof or otherwise shall be allocated among the Master Trusts as the
Committee may determine from time to time.
B. SUCCESSIVE TRANSFERS. On or before the twentieth day following the end
of each successive calendar quarter, the Company shall transfer to one or more
of the Master Trusts such additional amount of cash and/or Shares as the Company
shall determine to be necessary to fund the benefits of Participants under the
Plan.
C. TITLE TO FUNDS. DP&L shall retain beneficial ownership of all cash or
Shares transferred to the Master Trusts and such cash or Shares will be subject
to the claims of DP&L's creditors. No Participant or beneficiary has or will
have any interest in the cash or Shares held in the Master Trusts or in any
other specific asset of the Company.
4. STOCK AWARDS AND ACCOUNT DESIGNATION.
A. STOCK AWARDS. The Committee may, in its discretion, determine, from time
to time, the number of Shares to be awarded as Stock Awards for services to be
performed by each Participant. Any such Stock Award to any Participant may, in
the Committee's discretion, contain such conditions to the earning and/or
vesting of such Stock Award as may be set forth in such Stock Award. The
Committee's determinations need not be uniform. The Committee may, in its
discretion, waive any of the conditions to the earning or vesting of any Stock
Award. Notwithstanding any provision of the Plan to the contrary, in the event
of the death or disability of a Participant, then any Stock Award awarded to
such Participant which has not as yet been earned and/or vested shall
immediately become fully earned and vested and shall be paid in accordance with
Section 5. Stock Awards deferred pursuant to this Plan will not prevent a
Participant from participating in any other compensation program offered by the
Company.
B. STOCK DEFERRAL PROVISIONS. When the Committee authorizes a Stock Award
for any Participant, the Company shall contribute the authorized number of
Shares to the Master Trust(s) pursuant to which benefits under the Plan are
being funded. The Shares so contributed shall be credited to the Participant's
Stock Deferral Account but shall at all times be registered in the name of the
Trustees of the Master Trust to which such Shares were contributed. All cash or
Shares credited to a Participant's Stock Deferral Account and held in the Master
Trusts will be subject to the claims of DP&L's creditors. No Participant or
beneficiary has any property interest in deferred amounts or in any specific
assets of the Company.
The Trustees shall use cash dividends paid on the Shares held in a
Participant's Stock Deferral Account to purchase additional Shares from the
Company, except to the extent that such purchase will result in fractional
Shares. The Trustees shall credit a Participant's Stock Deferral Account with
such additional Shares as well as Shares from stock dividends and
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stock splits, and warrants and other property received with respect to Shares
held in a Participant's Stock Deferral Account.
5. PAYMENTS UNDER THE PLAN.
A. TIME AND MANNER OF DISTRIBUTIONS. The amount credited to a Participant's
Stock Deferral Account which are earned and vested shall be distributed in a
lump sum payment or approximately equal annual installments over a period of
years with such lump sum payment being made or such installment payments
commencing, unless otherwise determined by the Committee in its discretion, on
or prior to the January 31 immediately following:
1) the date that the Participant ceases to be a Director of the Company;
2) the date the Participant reaches an age at which the Participant may
earn unlimited amounts without reduction of the benefits under the
Social Security Act and the regulations promulgated thereunder; or
3) such other date, either before or after his termination of service, as
specified by the Participant on his Election Form;
and with subsequent annual installments, if payments are to be made in annual
installments, to be paid on or prior to each January 31 thereafter until the
Participant's Stock Deferral Account has been paid in full.
Within the limitations of this Section 5(A) a Participant shall designate
on the Election Form the manner and date of payment of deferred amounts from the
Participant's Stock Deferral Account. All distributions pursuant to this Plan
shall be made in the form of Shares and a Participant shall be entitled to
receive one Share for each earned and vested Share credited to his Stock
Deferral Account.
If a Participant elects to receive distributions in installments over a
period of years, the amount of each installment shall be determined by dividing
the number of Shares credited to the Participant's Stock Deferral Account on the
date of any payment by the number of remaining installments to be made to
Participant on each such date. At the time that each installment distribution is
to be made, the Trustees shall distribute Shares to the Participant in
accordance with the preceding paragraph.
Any cash dividend credited to a Participant's Stock Deferral Account that
is not sufficient to acquire Shares shall be distributed with the last
installment distribution to such Participant.
B. FILING ELECTION FORM TO RECEIVE STOCK AWARDS. On or before December 31
of each year, each Participant will file an Election Form designating the manner
and date of payment of the
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Shares to be contributed by the Company to such Participant's Stock Deferral
Account in the immediate succeeding calendar year. Any person who becomes a
Director during any calendar year, and who was not a Director of the Company on
the preceding December 31, may file an Election Form before his term begins,
indicating the manner and date of payment of any Shares to be contributed by the
Company to the Master Trusts in such year. Each Election Form shall be delivered
to the Secretary of the Company.
C. (INTENTIONALLY LEFT BLANK.)
D. DESIGNATION OF BENEFICIARY. Each Participant shall designate one or more
beneficiaries on the Election Form to whom payments shall be made in the event
of the Participant's death. The Participant shall have the right to change the
beneficiary or beneficiaries from time to time, provided, however, no change
shall become effective until received in writing by the Secretary of the
Company. In the event the Participant has not designated a beneficiary or a
designated beneficiary is not living at the time of the Participant's death,
then payments required to be made by a Master Trust after the Participant's
death shall be made to the Participant's estate.
E. EARLY DISTRIBUTION. A Participant may in no event receive a distribution
of all or a portion of the Shares credited to his account prior to the time that
the Participant elected to receive such Shares pursuant to Section 5.
Notwithstanding the foregoing: (i) the CEO may, upon receiving a written request
from the Participant or his or her beneficiary as provided in Section 5.D.
hereof in the event of the death of a Participant, upon determining that a
distribution is in the best interest of the Company and the Participant (or his
or her beneficiary) taking into account the financial condition of each,
distribute all or a portion of the Shares credited to the Participant's account;
and (ii) upon written request by a Participant to receive all Shares or amounts
credited to his account made at any time after termination of his or her status
as a director of the Company, for any reason, after a Change of Control, the
amount credited to such Participant's account shall be paid to such Participant
in a lump sum within ten (10) days after the date of such written request,
provided that the Participant shall be entitled to only 90% of such account
balance and shall irrevocably forfeit 10% of such account balance by making the
withdrawal.
F. WITHHOLDINGS. Any taxes required to be withheld by any Federal, state or
local government will be deducted from all deferred payments and paid for the
account of the Participant.
6. LACK OF STOCK EXCHANGE LISTING.
In the event that the Shares cease to be listed on the New York Stock
Exchange, then, unless a Participant's entire Stock Deferral Account is then
immediately payable to such Participant in accordance with Section 9(B), such
Participant's Standard Deferral Account under the Company's 1991 Amended
Directors' Deferred Compensation Plan (the "Deferred Compensation Plan")
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shall be credited with an amount equal to the Conversion Price multiplied by the
number of Shares credited to such Participant's Stock Deferral Account and
thereafter payment of the amount so credited to such Participant's Standard
Deferral Account shall be in accordance with the Deferred Compensation Plan. For
this purpose, (a) "Conversion Price" means: (i) the Fair Market Value of a Share
on the date that the Shares cease to be listed on the New York Stock Exchange or
(ii) if the Shares cease to be so listed as a result of a Change of Control, the
greater of (x) the amount determined in accordance with the foregoing clause
(i), (y) the closing sales price of a Share on the New York Stock
Exchange--Composite Transaction Tape on the date the Shares cease to be so
listed or (z) the closing sales price of a Share on the New York Stock
Exchange--Composite Transaction Tape on the date on which a Change of Control
occurs and (b) "Fair Market Value" means the average of the closing sale prices
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 Transaction Tape.
7. PAYMENTS IN THE EVENT OF DEATH.
In the event that a Participant dies before all payments from the
Participant's Stock Deferral Account have been distributed, the amounts credited
to the Participant's Stock Deferral Account at the time of the Participant's
death shall be paid to the beneficiary designated on the Participant's Election
Form, in a lump sum payment in the form of Shares on the first business day of
the month following the month in which the Participant dies unless the
Participant elects on the Election Form for payments to continue or commence
being paid to the Participant's beneficiary in the same method as would have
been paid to the Participant, if surviving.
8. VOTING INSTRUCTIONS.
The Trustees shall solicit instructions from each Participant regarding the
manner in which Shares (other than Shares subject to a Stock Award which is not
fully earned and vested) and any related options, conversion privileges, or
subscription rights credited to such Participant's Stock Deferral Account shall
be voted or exercised. Such solicitation shall inform the Participant of the
number of such Shares, options, conversion privileges, or subscription rights
credited to his Stock Deferral Account as of the last day preceding such notice,
describe the matters to be voted upon or exercised and solicit the Participant's
instructions regarding the voting or exercise of such Shares, options,
conversion privileges, or subscription rights. The Trustees shall take into
consideration the Participant's instructions regarding the voting of such Shares
or the exercise of such options, conversion privileges, or subscription rights
but shall retain the discretion to vote such Shares or exercise such options,
conversion privileges, or subscription rights in a manner other than as
instructed by the Participant. If a Participant fails to instruct the Trustees
regarding the manner in which such Shares shall be voted or such options,
conversion privileges, or subscription rights shall be
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exercised, such Shares shall be voted or such options, conversion privileges, or
subscription rights shall be exercised by the Trustees in their discretion.
9. CHANGE OF CONTROL.
A. AUTOMATIC TRANSFER OF AUTHORITY. In the event of a Change of Control,
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 each Master Trust to the extent that benefits
under the Plan are being funded under such Master Trust.
B. CONVERSION UPON CHANGE OF CONTROL. Upon the termination of a
Participant's status as a director of the Company, for any reason, after a
Change of Control, and notwithstanding any other provision of this Plan, or of
any Stock Award, or in any installment election by the Participant, to the
contrary, the Participant's entire Stock Deferral Account shall be immediately
converted to cash based on the greater of (i) the closing sales price of a Share
on the New York Stock Exchange--Composite Transaction Tape on the date of
termination or (ii) the Conversion Price (as determined in accordance with
Section 6). As converted, if the Participant's account in the Plan is not
payable upon the Participant's termination as a director of the Company pursuant
to his or her Election Form, then such amount shall be immediately credited to
the Participant's Standard Deferral Account in the Deferred Compensation Plan
(as defined in Section 6 hereof), and thereafter payment of the amount so
credited shall be in accordance with the Deferred Compensation Plan.
C. FUNDING OF MASTER TRUSTS. Upon a Change of Control, the Company shall
immediately transfer to one or more of the Master Trusts an aggregate amount of
cash and/or Shares which, when combined with the other assets of the Master
Trusts contributed or accruing thereto under or by reason of Section 3 hereof,
is sufficient to equal the value of benefits of Participants under the Plan
accrued through the date of such Change of Control.
10. NOTICES.
Any notice, election or any request required or permitted hereunder, which
is to be mailed to or requested from the Secretary or the CEO of the Company
shall be delivered or mailed, postage prepaid, as follows:
(i) Prior to a Change of Control; to the Secretary of DP&L at:
The Dayton Power and Light Company
MacGregor Park
1065 Woodman Drive
Dayton, Ohio 45432
Attention: Corporate Secretary
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(ii) After a Change of Control; to the Trustees of each Master Trust
pursuant to which benefits under the Plan are being funded, at
the notice address specified by such Trustees in the applicable
trust agreement.
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.
11. INTERPRETATION, AMENDMENT AND TERMINATION.
Prior to a Change of Control, the Plan shall be administered by the
Committee. The decision of the Committee with respect to any questions arising
in connection with the administration or interpretation of the Plan shall be
final, conclusive and binding. The Committee reserves the right prior to a
Change of Control, to amend or modify the Plan from time to time or to terminate
the Plan; provided, however, that no amendment, modification or termination of
the Plan shall void Stock Awards already deferred pursuant to the Stock Deferral
provisions for the current calendar year or any preceding calendar year or shall
otherwise adversely affect any right or benefit earned or accrued under the Plan
by any Participant prior to any such amendment, modification or termination
without the prior written consent of such Participant. In the event of a Change
of Control, the authority and discretion which, under the Plan is exercisable by
the Committee, shall be exercised as provided in Section 9.A hereof, provided,
however, that the Trustees shall have no authority to terminate the Plan.
12. NO RIGHT TO EMPLOYMENT.
Nothing in the Plan shall confer upon any Participant the right to continue
as a Director of the Company.
13. NO RIGHTS AS SHAREHOLDERS.
Except to the extent permitted by Section 8 hereof, Participants whose
Stock Deferral Accounts are credited with Shares under the Plan shall have no
right as a shareholder of the Company as a result thereof unless and until the
Shares, if any, are distributed to such Participants in accordance with the
Plan.
14. NONASSIGNABLLITY.
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, none
of the benefits payable under this
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Plan shall be subject to the claim or legal process of the creditors of any
Participant or of the beneficiary, spouse or former spouse of any Participant or
of any other person or entity.
15. GOVERNING LAW.
This Plan shall be construed under and governed by the laws of the State of
Ohio.
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EXHIBIT A
DPL INC.
DIRECTORS' DEFERRED STOCK COMPENSATION PLAN
ELECTION FORM
INSTRUCTIONS:
This Election Form relates to Stock Awards deferred pursuant to the Stock
Deferral Provisions of the Plan. Under the Stock Deferral Provisions, Company
shares are credited to a Participant's Stock Deferral Account in a Master Trust
or Trusts created by the Company.
STOCK DEFERRAL PROVISIONS.
1. PAYMENTS. Payments shall be made or commence from my Stock Deferral
Account by no later than the January 31 immediately following (check one):
a. ____ a specified date, either before or after termination of
services as a director (Specify date: __________).
b. _____ at such time as I reach the age at which I can earn unlimited amounts
without reduction of benefits under the Social Security Act and the regulations
promulgated thereunder.
Such payments from my account shall be paid as follows (check one):
a. ____ lump sum payment.
b. ____ annually over a period of up to twenty years.
(Specify number of years _________)
Upon my death, payments to my beneficiary shall continue or commence in the
same method to be paid to me as elected above.
____ Yes ____ No
Please note that all payments under the Plan will be made in the form of DPL
Inc. common shares.
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DESIGNATION OF BENEFICIARIES
All payments required to be made under the Plan to my designated
beneficiary in the event of my death shall be made to the following person:
Name of designated
beneficiary: ______________________________
Address of designated
beneficiary: ______________________________
______________________________
______________________________
If the above-designated beneficiary does not survive me, the payments will
be made to the following successor beneficiary (or to my estate upon failure to
designate otherwise):
Name of designated
beneficiary: ______________________________
Address of designated
beneficiary: ______________________________
______________________________
______________________________
______________________________
Signature
______________________________
Date
Election Form was received by the Secretary of the Company on
_________________________.
______________________________
Secretary
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