Exhibit 10.a


 


SEPARATION AGREEMENT


 


THIS
SEPARATION AGREEMENT (this “Agreement”) is effective as of September 17,
2010 (the “Resignation Date”), by and between DPL Inc. and The Dayton
Power and Light Company (the “Company”) and Douglas C. Taylor (the “Executive”).


 


WHEREAS, prior to September 17, 2010, the Executive
was General Counsel and Senior Vice President, Corporate Development;


 


WHEREAS, the Executive and the Company have jointly
determined that, effective on September 17, 2010, the Executive hereby
resigns his position as General Counsel and Senior Vice President, Corporate
Development with a Termination Date effective December 1, 2010, at which
time the Executive shall resign from his employment with the Company and begin
a severance period;


 


WHEREAS, the Executive resigns his position as General
Counsel and Senior Vice President, Corporate Development from any and all
officer position or directorship of any other entity for which he was serving
at the request of the Company as of September 17, 2010;


 


WHEREAS, the Company accepts the Executive’s resignations;


 


WHEREAS, the Company and the Executive desire to set forth
the payments and benefits that the Executive will be entitled to receive from
the Company in connection with the cessation of his employment with the
Company;


 


WHEREAS, the Company and the Executive wish to resolve,
settle and/or compromise certain matters, claims and issues between them,
including, without limitation, the Executive’s resignation from the offices he
held and from his employment with the Company;


 


WHEREAS, the Executive is a participant in the
DPL Inc. Severance Pay and Change of Control Plan (the “DPL Severance Pay
Plan”), and this Agreement is intended to fully satisfy any obligation of the
Company under the DPL Severance Pay Plan; and


 


NOW, THEREFORE, in consideration of the promises and
agreements contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, and intending to be
legally bound, the Company and the Executive hereby agree as follows:


 


1.                                      Resignation.  The Executive hereby resigns
effective on September 17, 2010, his position as Senior Vice President,
General Counsel and Corporate Development. 
The Executive further resigns, effective on September 17, 2010: (a) from
all other offices of the Company to which he has been elected 


 


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by the Board of Directors of the Company (or to which he has otherwise
been appointed), (b) from all directorships or offices of any entity that
is a subsidiary of, or is otherwise related to or affiliated with, the Company,
(c) from all administrative, fiduciary or other positions he may hold with
respect to arrangements or plans for, of or relating to the Company, and (d) from
any other directorship, office, or position of any corporation, partnership,
joint venture, trust or other enterprise (each, an “Other Entity”) insofar as
the Executive is serving in the directorship, office, or position of the Other
Entity at the request of the Company. 
The Executive further resigns, effective as of the Termination Date,
from his employment with the Company, and its subsidiaries and related or
affiliated companies.  The Company hereby
consents to and accepts said resignations.


 


2.                                      Additional
Compensation and Benefits.  In consideration of the promises made in this
Agreement and subject to the conditions hereof, the Company and the Executive
agree to the following:


 


a)                                      Severance
Payment.  The
severance period will commence on December 1, 2010 and end on or about December 1,
2011.  During the period preceding this
severance period, the Executive will continue on the DPL payroll at his
existing base pay.  The Executive will be
entitled to receive severance payments in the amount of $435,000 (calculated as
the sum of 2010 base pay and target bonus. 
Such severance payments will be paid in substantially equal installments
according to the Company’s then current payroll policies during the period that
begins on the day after the expiration of the revocation period described in
Section 4(d)(iv) hereof and ends on or about December 1, 2011
(the “Severance Period”), depending on the closest payroll date, provided,
however, in no event shall any severance payments be made after this last
payroll date.  The amount of each
installment payment shall be equal to $435,000 divided by the number of payroll
dates in the Severance Period.  During
the Severance Period, the Executive will provide reasonable cooperation and
assistance in the transition of his duties to other Company personnel.


 


b)                                      Medical
and Dental Insurance.  The Executive’s
health coverage expires on December 1, 2010.  The Executive is entitled to receive medical
coverage for his and any eligible dependents through COBRA for twelve
additional months to be paid by the Company upon his completion of the COBRA
paperwork.  Any dental insurance
continuing coverage will be the responsibility of the Executive.  The Executive will receive COBRA information,
including the cost per month, payment method and applicable forms, about
continuing his medical coverage from the Company’s administrator, Aurora
Administration Solutions, Ltd.  The
administrator should be contacted at (937)275-6280 or 1-888-499-2275 if the
Executive has any questions regarding coverage.


 


c)                                      Outplacement.  The Executive will be eligible to initiate
outplacement services with Right Management Consulting, the Company’s
designated outplacement service provider within 60 days of September 17,
2010.  


 


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The Executive is entitled to six months of executive outplacement
services.  Any fees for such outplacement
benefits will be paid by the Company directly to the outplacement service
provider.


 


d)                                      Business
Expenses.  The
Executive will be responsible for any personal charges incurred on any Company
credit card or other account used by his and the Executive agrees to pay all
such charges when due.  The Company will
reimburse the Executive for any pending, reasonable business-related credit
card charges for which the Executive has not already been reimbursed provided
the Executive files a proper travel and expense report.


 


e)                                      Executive
Incentive Compensation Plan and Long Term Incentive Plan.  Pursuant to the terms of the DPL Inc.
Executive Incentive Compensation Plan, the Executive will not be entitled to
receive any incentive bonus payment there under for fiscal year 2010.  In addition, pursuant to the terms of the
Long Term Incentive Plan — Performance Shares Agreements entered into between
the Company and the Executive, the Executive will not be eligible to receive
payment of performance shares for any outstanding LTIP period.


 


f)                                        Withholding.  The Company will withhold such amounts from
the payments described in this Paragraph 2 as are required by applicable
tax or other law.


 


g)                                     Other
Rights and Obligations.


 


i)                                        Nothing in this
Agreement will affect the vested rights that the Executive may have, based on
termination of the Executive’s employment as of the Termination Date, pursuant
to any agreement, policy, plan, program or arrangement of the Company providing
for payment of accrued vacation pay or retirement benefits under The Dayton
Power and Light Company Retirement Income Plan, The Dayton Power and Light
Company Employee Savings Plan, the DPL Inc. Employee Stock Ownership Plan,
and the DPL Inc. Supplemental Executive Defined Contribution Plan
(collectively, the “Retirement Plans”) or deferred compensation under The
Dayton Power and Light Company Key Employee Deferred Compensation Plan and the DPL Inc.
2006 Deferred Compensation Plan for Executives, which rights will be governed
by the terms thereof, as such agreements, policies, plans, programs or
arrangements may be modified from time to time consistent with the terms of
such agreements, policies, plans, programs or arrangements.


 


ii)                                    Except as
specifically set forth in this Agreement, no other compensation or benefits are
due the Executive under this Agreement, the DPL Severance Pay Plan, or any
other agreement, policy or program of the Company.  The Executive agrees that the compensation
and benefits due his under this Agreement are intended to and do fully satisfy
any obligation of the Company to the Executive under the DPL Severance Pay
Plan.


 


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iii)                                In connection
with his termination of employment, the Executive will follow the Company’s
standard procedures relating to departing employees, including, without
limitation, returning (and providing confirmation that he has so returned) all
Company owned property, documents and materials (including copies,
reproduction, summaries and/or analyses), and all other materials that contain,
reflect, summarize, describe, analyze or refer to relate to any items of
Confidential Information (as defined below).


 


3.                                      Non-Solicitation.  For a period of two years after December 1,
2010, the Executive will not (a) solicit for employment with himself or
any firm or entity with which he is associated, any employee of the Company,
its subsidiaries or affiliates, or otherwise disrupt, impair, damage or
interfere with the Company’s, its subsidiaries’ or affiliates’ relationships
with their employees or (b) solicit for the Executive’s own behalf or on
behalf of any other person(s), any retail customer of the Company, its subsidiaries
or affiliates, that has purchased products or services from the Company, its
subsidiaries or affiliates, at any time in the twelve months preceding December 1,
2010 or that the Company, its subsidiaries or affiliates are actively
soliciting or have known plans to solicit, for the purpose of marketing or
distributing any product, pricing or service competitive with any product,
pricing or service then offered by the Company or its subsidiaries or
affiliates or which the Company or its subsidiaries or affiliates have known
plans to offer.


 


4.                                      Release
by the Executive.


 


a)                                      The Executive
for himself and his dependents, successors, assigns, heirs, executors and
administrators (and his and their legal representatives of every kind), hereby
releases, dismisses, and forever discharges the Company from any and all
arbitrations, claims (including claims for attorneys’ fees), demands, damages,
suits, proceedings, actions and/or causes of action of any kind and every
description, whether known or unknown, which the Executive now has or may have
had for, upon, or by reason of any cause whatsoever (except that this release
shall not apply to the obligations of the Company arising under this
Agreement), against the Company (“Claims”), including but not limited to:


 


i)                                        any  and all Claims, directly or indirectly,
arising out of or relating to:  (a) the
Executive’s employment with the Company; and (b) the Executive’s
resignation as Senior Vice President, General Counsel and Corporate Secretary;


 


ii)                                    any and all
claims of discrimination, including but not limited to claims of discrimination
on the basis of sex, race, age, national origin, marital status, religion or
disability, including, specifically, but without limiting the generality of the
foregoing, any claims under the Age Discrimination in Employment Act, as
amended (the “ADEA”), Title VII of the Civil Rights Act of 


 


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1964,
as amended, the Americans with Disabilities Act of 1990, the Family and Medical
Leave Act of 1993 and Ohio Revised Code Chapter 4112;


 


iii)                                any and all
claims of wrongful or unjust discharge or breach of any contract or promise,
express or implied; and


 


iv)                                   any and all
claims under or relating to any and all employee compensation, employee benefit,
employee severance or employee incentive bonus plans and arrangements; provided
that he shall remain entitled to the amounts and benefits specified in
Paragraph 2 above.


 


b)                                      The Executive’s
release excludes claims that cannot be waived by law, including the right to
file a charge with the Equal Employment Opportunity Commission; provided,
however, that the Executive specifically waives and releases the right to any
monetary recovery or other relief from such a filing.


 


c)                                      The Executive
understands and acknowledges that the Company does not admit any violation of
law, liability or invasion of any of his rights and that any such violation,
liability or invasion is expressly denied. 
The consideration provided under this Agreement is made for the purpose
of settling and extinguishing all claims and rights (and every other similar or
dissimilar matter) that the Executive ever had or now may have or ever will
have against the Company to the extent provided in this Paragraph 4.  The Executive further agrees and acknowledges
that no representations, promises or inducements have been made by the Company
other than as appear in this Agreement.


 


d)                                      The Executive
further understands and acknowledges that:


 


i)                                        the release
provided for in this Paragraph 4, including claims under the ADEA to and
including the date of this Agreement, is in exchange for the additional
consideration provided for in this Agreement, to which consideration he was not
heretofore entitled;


 


ii)                                    he has been
advised by the Company to consult with legal counsel prior to executing this
Agreement and the release provided for in this Paragraph 4, has had an
opportunity to consult with and to be advised by legal counsel of his choice,
fully understands the terms of this Agreement, and enters into this Agreement
freely, voluntarily and intending to be bound;


 


iii)                                he has been
given a period of twenty-one days to review and consider the terms of this
Agreement, and the release contained herein, prior to its execution and that he
may use as much of the twenty-one day period as he desires; and


 


iv)                                   he may, within
seven days after execution, revoke this Agreement.  Revocation shall be made by delivering a
notice of revocation to the Senior Vice President and Chief Administrative
Officer at the Company no later 


 


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than
the close of business on the seventh day after the Executive executes this
Agreement.  If the Executive does
exercise his right to revoke this Agreement, all of the terms and conditions of
the Agreement shall be of no force and effect and the Company shall have no
obligation to satisfy the terms or make any payment to the Executive as set
forth in Paragraph 2 of this Agreement.


 


e)                                      The Executive
and the Company acknowledge that his resignation is by mutual agreement between
the Company and the Executive, and that the Executive waives and releases any
claim that he has or may have to reemployment by the Company.


 


f)                                        For purposes of
the above provisions of this Paragraph 4, the “Company” shall include its
predecessors, subsidiaries, divisions, related or affiliated companies,
officers, directors, stockholders, members, employees, heirs, successors,
assigns, representatives, agents and counsel.


 


5.                                      Confidential
Information.  The
Executive acknowledges and agrees that as an employee of the Company, he may
have created or had access to information, trade secrets, substances and
inventions including confidential information relating to the business or
interests of persons with whom the Company or its affiliated companies may have
commercial, technical, or scientific relations (“Information”) that is valuable
to the Company or its affiliated companies and may lose its value if disclosed
to third parties.  The Executive
therefore agrees to treat all such Information as confidential and belonging to
the Company and to take all actions reasonably requested to confirm such
ownership.  The Executive will not,
without the prior written consent of the Company, disclose or use the
Information.  This non-disclosure obligation
shall continue until such Information becomes public knowledge through no fault
of the Executive.  The Executive agrees
to promptly inform the Company of any request, order, or legal process
requesting or requiring the Executive to disclose Information.  The Executive will cooperate with legal
efforts by the Company to prevent or limit disclosure of Information.


 


6.                                      Disclosure.  From the date of this Agreement through the
end of the Severance Period, the Executive will communicate the contents of Paragraphs 3,
5, 8, and 10 of this Agreement to any person, firm, association, or corporation
other than the Company which he intends to be employed by, associated in
business with, or represent.


 


7.                                      Breach.


 


a)                                      If the Company
determines in good faith that the Executive has breached any of the provisions
of this Agreement, then the Company may, upon providing ten calendar days’
advance written notice to the Executive (during which time he has an
opportunity to respond in writing to the Company), terminate all remaining
payments and benefits described in this Agreement, and in addition, the Company
shall be entitled to obtain reimbursement from the Executive of all payments
and benefits already provided pursuant to Paragraph 2 


 


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of
this Agreement, plus any expenses and damages incurred as a result of the
breach (including, without limitation, reasonable attorneys’ fees), with the
remainder of this Agreement, and all promises and covenants herein, remaining
in full force and effect.


 


i)                            The Company
will not terminate pursuant to Paragraph 7(a) any benefits in which
the Executive had vested as of the Termination Date under the Retirement
Plans.  The Executive’s COBRA rights, if
any, will not be reduced by any action taken by the Company under
Paragraph 7(a).


 


ii)                        The Executive
may challenge any Company action under Paragraph 7(a).


 


8.                                      Continued
Availability and Cooperation.


 


a)                                      The Executive
shall cooperate fully with the Company and with the Company’s counsel in connection
with any present and future actual or threatened litigation or administrative
proceeding involving the Company that relates to events, occurrences or conduct
occurring (or claimed to have occurred) during the period of the Executive’s
employment by the Company or from the Termination Date until the end of the
Severance Period.  This cooperation by
the Executive shall include, but not be limited to:


 


i)                                        making himself
reasonably available for interviews and discussions with the Company’s counsel
as well as for depositions and trial testimony;


 


ii)                                    if depositions
or trial testimony are to occur, making himself reasonably available and
cooperating in the preparation therefore as and to the extent that the Company
of the Company’s counsel reasonably requests;


 


iii)                                refraining from
impeding in any way the Company’s prosecution or defense of such litigation or
administrative proceeding; and


 


iv)                                   cooperating
fully in the development and presentation of the Company’s prosecution or
defense of such litigation or administrative proceeding.


 


b)                                      Except in
connection with any investigation, civil or administrative proceeding or
arbitration in which the Executive has been named a defendant in his individual
capacity, the Company shall reimburse the Executive for reasonable travel,
lodging, telephone and similar expenses incurred in connection with such
cooperation, which the Company shall reasonably endeavor to schedule at times
not conflicting with the reasonable requirements of any employer of the
Executive, or with the requirements of any third party with whom the Executive
has a business relationship permitted hereunder that provides remuneration to
the Executive.  The Executive shall not 


 


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unreasonably
withhold his availability for such cooperation. 
During the Severance Period, the Executive shall not be entitled to any
additional compensation in connection with his services under Paragraph 8(a) of
this Agreement.  Thereafter, except in
connection with any investigation, civil or administrative proceeding or
arbitration in which the Executive has been named a defendant in his individual
capacity, the Executive shall, in addition to any other amounts that may be
payable to his pursuant to this Agreement or otherwise, be entitled to a
payment at an hourly rate of $175 per hour for each reasonable and documented
hour spent to perform services under Paragraph 8(a); provided, however,
that the Executive shall not be entitled to any payment for time spent
preparing to testify or actually testifying under oath.


 


c)                                      The Company
agrees to indemnify the Executive against claims or action, arising from or
connected with his past activities as an employee of the Company to the extent
permitted under, and in a manner consistent with, the Company’s Code of
Regulations and Ohio law. 
Notwithstanding the foregoing, the Company will have no obligation to
release, indemnify, hold harmless or defend the Executive for any conduct by
the Executive alleged to be intentional or willful or that arises from a
violation of any statutory prohibition unless such conduct was specifically
requested by the Company.


 


9.                                      Successors
and Binding Agreement.


 


a)                                      This Agreement
shall be binding upon and inure to the benefit of the Company and any successor
of or to the Company, including, without limitation, any persons acquiring,
directly or indirectly, all or substantially all of the business and/or assets
of the Company whether by purchase, merger, consolidation, reorganization, or
otherwise (and such successor shall thereafter be deemed included in the
definition of “the Company” for purposes of this Agreement), but shall not
otherwise be assignable or delegable by the Company.


 


b)                                      This Agreement
shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrator, successors, heirs,
distributees, and/or legatees.


 


c)                                      This Agreement
is personal in nature and none of the parties hereto shall, without the consent
of the other parties, assign, transfer or delegate this Agreement or any rights
or obligations hereunder except as expressly provided in Subparagraphs (a) and
(b) of this Paragraph 9.


 


d)                                      This Agreement
is intended to be for the exclusive benefit of the parties hereto, and except
as provided in Subparagraphs (a) and (b) of this Paragraph 9, no
third party shall have any rights hereunder.


 


10.                               Statements
to Third Parties.  Because the
purpose of this Agreement is to settle amicably any and all potential disputes
or claims among the parties, the Executive shall not, directly or indirectly,
make or cause to be 


 


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made
any statements to any third parties criticizing or disparaging the Company or
comment on its character or business reputation.  The Executive further hereby agrees not: (a) to
comment to others concerning the status, plans or prospects of the business of
the Company, or (b) to engage in any act or omission that would be
detrimental, financially or otherwise, to the Company, or that would subject
the Company to public disrespect, scandal, or ridicule.  For purposes of this Paragraph 10, the “Company”
shall mean DPL Inc. and its directors, officers, predecessors, parents,
subsidiaries, divisions, and related or affiliated companies.  The Company agrees that its directors and
executive officers shall not, directly or indirectly, make or cause to be made
any statements to any third parties criticizing or disparaging the Executive or
comment negatively on his character or business reputation.  The foregoing undertakings shall not apply to
any statements or opinions that are made under oath in any investigation, civil
or administrative proceeding or arbitration in which the individual has been
compelled to testify by subpoena or other judicial process or which are
privileged communications.


 


11.                               Notices.  For all purposes of this
Agreement, all communications provided for herein shall be in writing and shall
be deemed to have been duly given when delivered, addressed to the Company (to
the attention of the Senior Vice President and Chief Administrative Officer) at
its principal executive offices and to the Executive at his principal
residential address on file with the Company, or to such other address as any
party may have furnished to the other in writing and in accordance
herewith.  Notices of change of address
shall be effective only upon receipt.


 


12.                               Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
agreed to in writing signed by the Executive and the Company.  No waiver by either party hereto at any time
of any breach by the other party hereto or compliance with any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No
agreements or representations, oral or otherwise, expressed or implied with
respect to the subject matter hereof have been made by any of the parties that
are not set forth expressly in this Agreement and every one of them (if, in
fact, there have been any) is hereby terminated without liability or any other
legal effect whatsoever.


 


13.                               Entire
Agreement.  This Agreement shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
and, except to the extent otherwise provided herein, shall supersede all or
prior verbal or written agreements, covenants, communications, understandings,
commitments, representations or warranties, whether oral or written, by any
party hereto or any of its representatives pertaining to such subject matter.


 


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14.                               Governing
Law.  Any dispute,
controversy, or claim of whatever nature arising out of or relating to this
Agreement or breach thereof shall be governed by and under the laws of the
State of Ohio.


 


15.                               Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall nevertheless remain in full
force and effect.


 


16.                               Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.


 


17.                               Captions
and Paragraph Headings.  Captions and paragraph headings used herein
are for convenience and are not part of this Agreement and shall not be used in
construing it.


 


18.                               Further
Assurances.  Each party hereto shall execute such
additional documents, and do such additional things, as may reasonably be
requested by the other party to effectuate the purposes and provisions of this
Agreement.


 


IN WITNESS WHEREOF, the parties have executed
and delivered this Agreement on September 17, 2010, effective as of the
date first set forth above.


 


 


	
   

  	
  DPL
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  DAYTON POWER AND LIGHT COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Douglas
  C. Taylor

  



 


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