**Exhibit10.b**

 

**DPL INC.2009 CAREER GRANT AND MATCHINGRESTRICTED STOCK AGREEMENT**

** **

**(GrantedUnder the 2006 Equity and Performance Incentive Plan,**

**asAmended 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 ofDirectors of the Company (the “Board”) has authorized the grants evidenced bythis Restricted Stock Agreement; and

 

NOW, THEREFORE, the Company and the Grantee agree asfollows:

 

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

 

2.             **Matching Grants.**  The Company shall grant to the Grantee MatchShares of Restricted Stock for Common Shares purchased by the Grantee on theopen market during the three year period commencing on the Initial Date ofGrant (to the extent granted hereunder, the “Match Shares” and, collectivelywith the Career Restricted Shares, the “Restricted Shares”), subject to theterms and conditions of the Plan and the following additional terms, conditions,limitations and restrictions.  MatchShares shall be automatically granted to the Grantee on the last day of eachfiscal quarter of the Company (commencing with the fiscal quarter during whichthe Date of Initial Grant occurs) for the aggregate number of Common Sharespurchased by the Grantee during that quarter (or the applicable portionthereof) (the “Quarterly Grant Date” and, collectively with the Date of InitialGrant, the “Date of Grant”) if (and only if): (i) the Grantee shall haveremained in the continuous employ of the Company or a Subsidiary until theapplicable Quarterly Grant Date, (ii) a Change of Control has not occurredprior to the applicable Quarterly Grant Date, and (iii) the Company is notparty to a definitive agreement that could reasonably be expected to result ina Change of Control.  The total number ofMatch Shares shall be computed based upon the Grantee’s aggregate investment inCommon Shares purchased during the three year period following the Initial Dateof Grant as a percentage of the Grantee’s 2009 Base Salary as set forth in thetable below.  The Company’s agreement tomatch under this Section 2 is capped at two times the Grantee’s 2009 BaseSalary.  The provisions of this Section 2shall be equitably adjusted by the Board 

 

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in its sole discretionto 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 thisAgreement shall be issued to the Grantee effective upon the Date of Grant.  The Restricted Shares shall be registered inthe Grantee’s name and shall be fully paid and nonassessable.  Any certificate or other evidence ofownership shall bear an appropriate legend referring to the restrictionshereinafter set forth.

 

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

 

5.             **Vesting of Restricted Shares.**

 

(a)           TheRestricted Shares covered by this Agreement shall become nonforfeitable asfollows:

 

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

 

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

 

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

 

(b)           Notwithstandingthe provisions of Section 5(a):

 

(i)            AllRestricted Shares covered by this Agreement shall be nonforfeitable, if theGrantee dies or becomes permanently disabled while in the employ of the Companyor a Subsidiary; and

 

(ii)           AllRestricted Shares covered by this Agreement shall be nonforfeitable, if aChange of Control occurs while the Grantee is employed by the Company or aSubsidiary.

 

6.             **Forfeiture of Shares.**  The Restricted Shares shall be forfeited,except as otherwise provided in Section 5 above, if the Grantee ceases tobe employed by the Company or a Subsidiary prior to the Restricted Sharesbecoming nonforfeitable as provided above and, as to Match Shares, if theGrantee fails to retain the Common Shares purchased that gave rise to the matchuntil 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 becancelled.

 

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

 

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

 

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

 

10.           **Taxes and Withholding.**  To the extent that the Company or anySubsidiary is required to withhold any federal, state, local or foreign tax inconnection with any 

 

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delivery of CommonShares pursuant to this Agreement, and the amounts available to the Company orsuch Subsidiary are insufficient, it shall be a condition to the receipt ofsuch delivery that the Grantee make arrangements satisfactory to the Company orsuch Subsidiary for payment of the balance of such taxes required to bewithheld.  This tax withholdingobligation shall be satisfied bythe Company withholding Common Shares otherwise deliverable pursuant to thisaward in order to satisfy the minimum tax withholding amount permissible underthe method that results in the least amount withheld.

 

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

 

12.           **No Employment Contract. **This award is avoluntary, discretionary award and it does not constitute a commitment to makeany future awards.  This award ofRestricted Shares and any payments made hereunder will not be considered salaryor 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 continueemployment with the Company or any Subsidiary, as the case may be, or interferein any way with the right of the Company or a Subsidiary to terminate theemployment of the Grantee.

 

13.           **Information. **Informationabout the Grantee and the Grantee’s participation in the Plan may be collected,recorded and held, used and disclosed for any purpose related to theadministration of the Plan.  The Granteeunderstands that such processing of this information may need to be carried outby the Company and its Subsidiaries and by third party administrators whethersuch persons are located within the Grantee’s country or elsewhere, includingthe United States of America.  TheGrantee consents to the processing of information relating to the Grantee andthe Grantee’s participation in the Plan in any one or more of the ways referredto above.

 

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

 

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15.           **Amendments.**  Any amendment to the Plan shall be deemed tobe an amendment to this Agreement to the extent that the amendment is applicablehereto; provided, however, that no amendment shall adverselyaffect the rights of the Grantee under this Agreement without the Grantee’sconsent.

 

16.           **Severability.**  If any provision of this Agreement or theapplication of any provision hereof to any person or circumstances is heldinvalid, unenforceable or otherwise illegal, the remainder of this Agreementand the application of such provision in any other person or circumstancesshall not be affected, and the provisions so held to be invalid, unenforceableor 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 andconstrued in accordance with the internal substantive laws of the State ofOhio, without giving effect to any principle of law that would result in theapplication of the law of any other jurisdiction.

 

Executedin the name and on behalf of the Company at Dayton, Ohio, as of the            dayof                           ,2009.

 
| ** ** | **DPL Inc.**                                  |
|------------|-----------------------------------------------|
|       |                                          |
|       |                                          |
|       |                                          |
|       | Name:  Paul M. Barbas                         |
|       | Title:  President and Chief Executive Officer |

 

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

 
| Dated: |   |   |    |
|--------|--------|--------|---------|
|   |   |   | Grantee |

 

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