**Exhibit10(d)**

 

**DPL INC.**

** **

**RESTRICTEDSTOCK AGREEMENT**

** **

**(GrantedUnder 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 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.                                       **Grant of Restricted Shares.**  Pursuant to the DPL Inc. 2006 Equity andPerformance Incentive Plan, as Amended and Restated Through December 31,2007 (the “Plan”), the Company, as of                           (the “Date of Grant”), hereby grants to the Grantee ***              ***shares of Restricted Stock (as defined in the Plan) (the “RestrictedShares”), effective as of the Date of Grant. The stock price as of the Date of Grant shall be the average closingprice of DPL Inc. common stock for the 180 day period ending the day before theDate of Grant.  This restricted stockaward is subject to the terms and conditions of the Plan and the followingadditional terms, conditions, limitations and restrictions.

 

2.                                       **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.

 

3.                                       **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 4 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 3 shall be void, and the otherparty to any such purported transaction shall not obtain any rights to orinterest in such Common Shares.

 

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4.                                       **Vesting of Restricted Shares.**

 

(a)                                  TheRestricted Shares covered by this Agreement shall become nonforfeitable [**Insert Vesting Schedule**] if the Grantee shall have remainedin the continuous employ of the Company or a Subsidiary until such date.

 

(b)                                 Notwithstandingthe provisions of Section 4(a), all Restricted Shares covered by thisAgreement shall be nonforfeitable if the Grantee dies or becomes permanentlydisabled while in the employ of the Company or a Subsidiary.

 

5.                                       **Forfeiture of Shares.**  The Restricted Shares shall be forfeited,except as otherwise provided in Section 4 above, if the Grantee ceases tobe employed by the Company or a Subsidiary prior to the Restricted Sharesbecoming nonforfeitable as provided above. In the event of forfeiture, the certificate(s), if any, representing theRestricted Shares covered by this Agreement shall be cancelled.

 

6.                                       **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.

 

7.                                       **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 4.

 

8.                                       **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.

 

9.                                       **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 delivery of Common Shares pursuant to this Agreement, andthe amounts available to the Company or such Subsidiary are insufficient, itshall be a condition to the receipt of such delivery that the Grantee makearrangements 

 

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satisfactory to theCompany or such Subsidiary for payment of the balance of such taxes required tobe withheld.  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.

 

10.                                 **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.

 

11.                                 **No Employment Contract. **This award is avoluntary, discretionary award being made on a one-time basis and it does notconstitute a commitment to make any future awards.  This award of Restricted Shares and anypayments made hereunder will not be considered salary or other compensation forpurposes of any severance pay or similar allowance, except as otherwiserequired by law.  Nothing in thisAgreement will give the Grantee any right to continue employment with theCompany or any Subsidiary, as the case may be, or interfere in any way with theright of the Company or a Subsidiary to terminate the employment of theGrantee.

 

12.                                 **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.

 

13.                                 **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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14.                                 **Amendments.**  Any amendment to the Plan shall be deemed tobe an amendment to this Agreement to the extent that the amendment isapplicable hereto; provided, however, that no amendment shalladversely affect the rights of the Grantee under this Agreement without theGrantee’s consent.

 

15.                                 **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.

 

16.                                 **Governing Law.**  This Agreement shall be governed by andconstrued in accordance with the internal substantive laws of the State of Ohio,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             ,         .

 
|   | **DPL Inc.** |
|--------|--------------|
|   |         |
|   |         |
|   | Name:        |   |
|   | Title:       |   |

 

Theundersigned hereby acknowledges receipt of an executed original of thisRestricted Stock Agreement, together with a copy of the Plan, and accepts theaward of Restricted Shares granted hereunder on the terms and conditions setforth herein and in the Plan.

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

 

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