Exhibit
10.b


 


DPL INC.

2009 CAREER GRANT AND MATCHING

RESTRICTED STOCK AGREEMENT


 


(Granted
Under the 2006 Equity and Performance Incentive Plan,


as
Amended and Restated Through December 31, 2007)


 


WHEREAS,                               
(the “Grantee”) is an employee of DPL Inc., an Ohio corporation (the “Company”)
or a Subsidiary; and


 


WHEREAS, the Compensation Committee of the Board of
Directors of the Company (the “Board”) has authorized the grants evidenced by
this Restricted Stock Agreement; and


 


NOW, THEREFORE, the Company and the Grantee agree as
follows:


 


1.             Career Grant.  Pursuant to the DPL Inc. 2006 Equity and
Performance Incentive Plan, as Amended and Restated Through December 31,
2007 (the “Plan”), the Company, as of September 17, 2009 (the “Date of
Initial Grant”), hereby grants to the Grantee,                 
shares of Restricted Stock (as defined in the Plan) (the “Career Restricted
Shares”), effective as of the Date of Initial Grant, subject to the terms and
conditions of the Plan and the following additional terms, conditions,
limitations and restrictions.


 


2.             Matching Grants.  The Company shall grant to the Grantee Match
Shares of Restricted Stock for Common Shares purchased by the Grantee on the
open market during the three year period commencing on the Initial Date of
Grant (to the extent granted hereunder, the “Match Shares” and, collectively
with the Career Restricted Shares, the “Restricted Shares”), subject to the
terms and conditions of the Plan and the following additional terms, conditions,
limitations and restrictions.  Match
Shares shall be automatically granted to the Grantee on the last day of each
fiscal quarter of the Company (commencing with the fiscal quarter during which
the Date of Initial Grant occurs) for the aggregate number of Common Shares
purchased by the Grantee during that quarter (or the applicable portion
thereof) (the “Quarterly Grant Date” and, collectively with the Date of Initial
Grant, the “Date of Grant”) if (and only if): (i) the Grantee shall have
remained in the continuous employ of the Company or a Subsidiary until the
applicable Quarterly Grant Date, (ii) a Change of Control has not occurred
prior to the applicable Quarterly Grant Date, and (iii) the Company is not
party to a definitive agreement that could reasonably be expected to result in
a Change of Control.  The total number of
Match Shares shall be computed based upon the Grantee’s aggregate investment in
Common Shares purchased during the three year period following the Initial Date
of Grant as a percentage of the Grantee’s 2009 Base Salary as set forth in the
table below.  The Company’s agreement to
match under this Section 2 is capped at two times the Grantee’s 2009 Base
Salary.  The provisions of this Section 2
shall be equitably adjusted by the Board 


 

















 


in its sole discretion
to reflect any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company.


 


	
  Value (Cost basis) of shares

  purchased as a % of salary

  	
   

  	
  Company Match

  
	
   

  	
   

  	
   

  
	
  Less
  than 25% of 2009 base salary

  	
   

  	
  25%
  of value of shares purchased

  
	
   

  	
   

  	
   

  
	
  25%+
  to 50% of 2009 base salary

  	
   

  	
  50%
  of value of shares purchased

  
	
   

  	
   

  	
   

  
	
  50%+
  to 100% of 2009 base salary

  	
   

  	
  75%
  of value of shares purchased

  
	
   

  	
   

  	
   

  
	
  100%+ to 200% of 2009
  base salary

  	
   

  	
  125% of value of
  shares purchased

  



 


3.             Issuance of Restricted Shares.  The Restricted Shares covered by this
Agreement shall be issued to the Grantee effective upon the Date of Grant.  The Restricted Shares shall be registered in
the Grantee’s name and shall be fully paid and nonassessable.  Any certificate or other evidence of
ownership shall bear an appropriate legend referring to the restrictions
hereinafter set forth.


 


4.             Restrictions on Transfer of Shares.  The Restricted Shares may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Grantee, except to the Company, unless the Restricted Shares are
nonforfeitable as provided in Section 5 hereof; provided, however,
that the Grantee’s rights with respect to such Common Shares may be transferred
by will or pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance in
violation of the provisions of this Section 4 shall be void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in such Common Shares.


 


5.             Vesting of Restricted Shares.


 


(a)           The
Restricted Shares covered by this Agreement shall become nonforfeitable as
follows:


 


(i)                               
Career Restricted Shares will vest on September 16, 2014, assuming (a) the
Grantee shall have remained in the continuous employ of the Company or a
Subsidiary until such date, and (b) the Company’s year-over-year average
earnings per share has increased by at least one percent from 2009-2013;


 


(ii)           Match Shares will vest three (3) years from
their Date of Grant; provided that (a) the Grantee shall have remained in
the continuous employ of the Company or a Subsidiary until such date, and (b) as
to Match Shares, the Grantee retains the Common Shares 


 


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purchased
that gave rise to the match until vesting of the Match Shares occurs.


 


(b)           Notwithstanding
the provisions of Section 5(a):


 


(i)            All
Restricted Shares covered by this Agreement shall be nonforfeitable, if the
Grantee dies or becomes permanently disabled while in the employ of the Company
or a Subsidiary; and


 


(ii)           All
Restricted Shares covered by this Agreement shall be nonforfeitable, if a
Change of Control occurs while the Grantee is employed by the Company or a
Subsidiary.


 


6.             Forfeiture of Shares.  The Restricted Shares shall be forfeited,
except as otherwise provided in Section 5 above, if the Grantee ceases to
be employed by the Company or a Subsidiary prior to the Restricted Shares
becoming nonforfeitable as provided above and, as to Match Shares, if the
Grantee fails to retain the Common Shares purchased that gave rise to the match
until vesting of the Match Shares occurs.


 


In the event of forfeiture, the certificate(s),
if any, representing the Restricted Shares covered by this Agreement shall be
cancelled.


 


7.             Dividend, Voting and Other Rights.  Except as otherwise provided herein, from and
after the Date of Grant, the Grantee shall have all of the rights of a
shareholder with respect to the Restricted Shares covered by this Agreement,
including the right to vote such Restricted Shares and receive any dividends
that may be paid thereon; provided, however, that any additional
Common Shares or other securities that the Grantee may become entitled to
receive pursuant to a stock dividend, issuance of rights or warrants, stock
split, combination of shares, recapitalization, merger, consolidation,
separation, or reorganization or any other change in the capital structure of
the Company shall be subject to the same restrictions as the Restricted Shares
covered by this Agreement.


 


8.             Retention of Stock Certificate(s) by the Company.  Certificates representing the Restricted
Shares granted hereunder, if any, will be held in custody by the Company
together with a stock power or stock powers endorsed in blank by the Grantee
with respect thereto, until those shares have become nonforfeitable in
accordance with Section 5.


 


9.             Compliance with Law.  The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company shall not be
obligated to issue any Common Shares pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.


 


10.           Taxes and Withholding.  To the extent that the Company or any
Subsidiary is required to withhold any federal, state, local or foreign tax in
connection with any 


 


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delivery of Common
Shares pursuant to this Agreement, and the amounts available to the Company or
such Subsidiary are insufficient, it shall be a condition to the receipt of
such delivery that the Grantee make arrangements satisfactory to the Company or
such Subsidiary for payment of the balance of such taxes required to be
withheld.  This tax withholding
obligation shall be satisfied by
the Company withholding Common Shares otherwise deliverable pursuant to this
award in order to satisfy the minimum tax withholding amount permissible under
the method that results in the least amount withheld.


 


11.           Continuous Employment.  For purposes of this Agreement, the
continuous employment of the Grantee with the Company or a Subsidiary shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer
of his or her employment among the Company and its Subsidiaries or (ii) a
leave of absence approved by the Board or the Committee.


 


12.           No Employment Contract. 
This award is a
voluntary, discretionary award and it does not constitute a commitment to make
any future awards.  This award of
Restricted Shares and any payments made hereunder will not be considered salary
or other compensation for purposes of any severance pay or similar allowance,
except as otherwise required by law. 
Nothing in this Agreement will give the Grantee any right to continue
employment with the Company or any Subsidiary, as the case may be, or interfere
in any way with the right of the Company or a Subsidiary to terminate the
employment of the Grantee.


 


13.           Information.  Information
about the Grantee and the Grantee’s participation in the Plan may be collected,
recorded and held, used and disclosed for any purpose related to the
administration of the Plan.  The Grantee
understands that such processing of this information may need to be carried out
by the Company and its Subsidiaries and by third party administrators whether
such persons are located within the Grantee’s country or elsewhere, including
the United States of America.  The
Grantee consents to the processing of information relating to the Grantee and
the Grantee’s participation in the Plan in any one or more of the ways referred
to above.


 


14.           Relation to Plan.  This Agreement is subject to the terms and
conditions of the Plan.  In the event of
any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern.  All terms used herein
with initial capital letters and not otherwise defined herein that are defined
in the Plan shall have the meanings assigned to them in the Plan.  The Board acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided otherwise
herein, have the right to determine any questions which arise in connection
with the Restricted Shares.


 


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15.           Amendments.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely
affect the rights of the Grantee under this Agreement without the Grantee’s
consent.


 


16.           Severability.  If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement
and the application of such provision in any other person or circumstances
shall not be affected, and the provisions so held to be invalid, unenforceable
or otherwise illegal shall be reformed to the extent (and only to the extent)
necessary to make it enforceable, valid and legal.


 


17.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of
Ohio, without giving effect to any principle of law that would result in the
application of the law of any other jurisdiction.


 


Executed
in the name and on behalf of the Company at Dayton, Ohio, as of the            day
of                           ,
2009.


 


	
   

  	
  DPL Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  Paul M. Barbas

  
	
   

  	
  Title:
  President and Chief Executive Officer

  



 


The
undersigned hereby acknowledges receipt of an executed original of this 2009
Career Grant and Matching Restricted Stock Agreement, together with a copy of
the Plan, and accepts the award of Restricted Shares granted hereunder on the
terms and conditions set forth herein and in the Plan.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Grantee

  



 


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