**Exhibit 10(n)**

 

**DPL INC.**

 

**AMENDEDAND RESTATED**

**LONG-TERMINCENTIVE PLAN - PERFORMANCE SHARES AGREEMENT**

 

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

 

This Amended and Restated Long-Term Incentive Plan -Performance Shares Agreement (this “Agreement”) is made as of                           , 2008 between DPL Inc., an Ohiocorporation (“DPL”), and                                     ,an employee of DPL or its Subsidiaries (the “Grantee”).

 

WHEREAS, effective as of                         ,2008, DPL and the Grantee entered into a Long-Term Incentive Plan — PerformanceShares Agreement (the “Agreement”) to set forth the terms and conditionsapplicable to Performance Shares granted to the Grantee under the 2006 Equityand Performance Incentive Plan (the “Plan”).

 

NOW, THEREFORE, in consideration of the mutualpromises and covenants contained herein, the parties hereto hereby agree asfollows:

 

# **ARTICLE I - GRANT OF PERFORMANCE SHARES**

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## **Section 1.1**  Performance Shares Granted.  Subject to the terms of the Plan, DPL herebygrants to the Grantee a targeted number of performance shares equal to                 (the “Target Performance Shares”), payment of which depends on DPL’sperformance as set forth in this Agreement and in the Statement of PerformanceGoals (the “Statement of Performance Goals”) approved by the CompensationCommittee of DPL’s Board of Directors (the “Committee”).

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## **Section 1.2**  Performance Measure.  The Grantee’s right to receive all, anyportion of, or more than, the Target Performance Shares will be contingent uponthe achievement of specified levels of Total Shareholder Return Relative toPeers (“TSR Relative to Peers”), as set forth in the Statement of PerformanceGoals and will be measured over the period January 1, 2008 through December 31,2010 (the “Performance Period”).

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# **ARTICLE II - EARNING OF PERFORMANCE SHARES**

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## **Section 2.1**  Below Threshold.  If, upon the conclusion of the PerformancePeriod, TSR Relative to Peers for the Performance Period falls below thethreshold level, as set forth in the Performance Matrix contained in theStatement of Performance Goals, no performance shares for the PerformancePeriod shall become earned.

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## **Section 2.2**  Between Threshold and Target.  If, upon the conclusion of the PerformancePeriod, TSR Relative to Peers equals or exceeds the threshold level, but isless than the target level, as set forth in the Performance Matrix contained inthe Statement of Performance Goals the Target Performance Shares shall becomeearned based on performance during the Performance Period, as determined bymathematical interpolation between 50% of the targeted Performance Shares and100% of the targeted Performance Shares.

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## **Section 2.3**  Between Target and Intermediate.  If, upon the conclusion of the PerformancePeriod, TSR Relative to Peers equals or exceeds the target level, but is lessthan the intermediate level, as set forth in the Performance Matrix containedin the Statement of Performance Goals the Target Performance Shares shallbecome earned based on performance during the Performance Period, as determinedby mathematical interpolation between 100% of the targeted Performance Sharesand 150% of the targeted Performance Shares.

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## **Section 2.4**  Between Intermediate and Maximum.  If, upon the conclusion of the PerformancePeriod, TSR Relative to Peers equals or exceeds the intermediate level, but isless than the maximum level, as set forth in the Performance Matrix containedin the Statement of Performance Goals the Target Performance Shares shallbecome earned based on performance during the Performance Period, as determinedby mathematical interpolation between 150% of the targeted Performance Sharesand 200% of the targeted Performance Shares.

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## **Section 2.5**  Equals or Exceeds Maximum.  If, upon the conclusion of the PerformancePeriod, TSR Relative to Peers for the Performance Period equals or exceeds themaximum level, as set forth in the Performance Matrix contained in theStatement of Performance Goals, 200% of the Target Performance Shares shallbecome earned.

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## **Section 2.6**  Conditions; Determination of Earned Award.  Except as otherwise provided herein, theGrantee’s right to receive any performance shares is contingent upon his or herremaining in the continuous employ of DPL or a Subsidiary through the end of thePerformance Period.  For purposes of thisAgreement, the continuous employ of the Grantee shall not be consideredinterrupted or terminated in the case of sick leave, military leave or anyother leave of absence approved by DPL or in the case of transfers betweenlocations of DPL and its Subsidiaries. Following the Performance Period, the Committee (or the independentmembers of the Board of Directors) shall determine whether and to what extentthe goals relating to TSR Relative to Peers have been satisfied for thePerformance Period and shall determine the number of performance shares thatshall have become earned hereunder.

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# **ARTICLE III - CHANGE OF CONTROL**

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If aChange of Control (as defined in the Plan) occurs during the Performance Period,but before the payment of any performance shares as set forth in Article VIIbelow, DPL shall pay to the Grantee, as soon as practicable following theChange of 

 

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Control, a pro rata number of the Target Performance Shares based onthe number of full months that have elapsed during the Performance Period priorto the Change of Control and the remaining performance shares will be forfeited;provided, however, if the event triggering the right to paymentunder this Article III does not constitute a permitted distribution eventunder Section 409A(a)(2) of the Code, then notwithstanding anythingin Article III or VII to the contrary, issuance of the Common Shares willbe made, to the extent necessary to comply with Section 409A of the Code,to the Grantee on the earlier of (a) the Grantee’s “separation fromservice” with DPL (determined in accordance with Section 409A); and furtherprovided, that if the Grantee is a “specified employee” (within themeaning of Section 409A), the Grantee’s date of issuance of the CommonShares shall be the date that is the first day of the seventh month after thedate of the Grantee’s separation of service with DPL; (b) the date thepayment would otherwise occur under this Agreement (to the extent itconstitutes a permitted distribution event); or (c) the Grantee’s death.

 

# **ARTICLE IV**  - DISABILITY OR DEATH

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If theGrantee’s employment with DPL or a Subsidiary terminates during the PerformancePeriod, but before the payment of any performance shares as set forth in Article VIIbelow due to (a) “disability” (as defined in DPL’s long-term disabilityplan) or (b) death, DPL shall pay to the Grantee or his or her executor oradministrator, as the case may be, as soon as practicable following suchtermination of employment, a pro rata number of the Target Performance Sharesbased on the number of full months during the Performance Period during whichthe Grantee was employed by DPL and the remaining performance shares will beforfeited; provided, however, if the event triggering the rightto payment under this Article IV does not constitute a permitteddistribution event under Section 409A(a)(2) of the Code, thennotwithstanding anything in Article IV or VII to the contrary, issuance ofthe Common Shares will be made, to the extent necessary to comply with Section 409Aof the Code, to the Grantee on the earlier of (a) the Grantee’s “separationfrom service” with DPL (determined in accordance with Section 409A); and furtherprovided, that if the Grantee is a “specified employee” (within themeaning of Section 409A), the Grantee’s date of issuance of the CommonShares shall be the date that is the first day of the seventh month after thedate of the Grantee’s separation of service with DPL; (b) the date thepayment would otherwise occur under this Agreement (to the extent itconstitutes a permitted distribution event); or (c) the Grantee’s death.

 

# **ARTICLE V - RETIREMENT**

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If theGrantee’s employment with DPL or a Subsidiary terminates during the PerformancePeriod, but before the payment of any performance shares as set forth in Article VIIbelow due to the Grantee’s retirement approved by the Committee or the Board,DPL shall pay to the Grantee, as soon as practicable following the end of thePerformance Period, the performance shares to which the Grantee would have beenentitled under Article II above, had the Grantee remained employed by DPLthrough the end of the Performance Period, prorated based on the number of fullmonths during the

 

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Performance Period during which the Grantee was employed by DPL and theremaining performance shares will be forfeited.

 

# **ARTICLE VI  -FORFEITING OF PERFORMANCE SHARES**

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If theGrantee’s employment with DPL or a Subsidiary terminates before the end of thePerformance Period for any reason other than as set forth in Articles IV and Vabove, the performance shares will be forfeited.

 

# **ARTICLE VII - PAYMENT OF PERFORMANCE SHARES**

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Paymentof any performance shares that become earned as set forth herein will be madein the form of Common Shares.  Except asotherwise provided in Articles III and IV, payment will be made as soon aspracticable after the last fiscal year of the Performance Period and thedetermination by the Committee (or the independent members of the Board ofDirectors) of the level of attainment of TSR Relative to Peers, but in no eventshall such payment occur after two and a half months from the end of thePerformance Period.  Performance shareswill be forfeited if they are not earned at the end of the Performance Periodand, except as otherwise provided in this Agreement, if the Grantee ceases tobe employed by DPL or a Subsidiary at any time prior to such shares becomingearned at the end of the Performance Period. To the extent that DPL or any Subsidiary is required to withhold anyfederal, state, local or foreign tax in connection with the payment of earnedperformance shares pursuant to this Agreement, it shall be a condition to thereceipt of such performance shares that the Grantee make arrangementssatisfactory to DPL or such Subsidiary for payment of such taxes required to bewithheld.  This tax withholdingobligation shall be satisfied by DPL withholding performance shares otherwisepayable pursuant to this award.

 

# **ARTICLE VIII - DIVIDENDS**

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Exceptas provided in Section 11.5 below, no dividends shall be accrued or earnedwith respect to the performance shares until such performance shares are earnedby the Grantee as provided in Article II hereof.

 

# **ARTICLE IX - NON-ASSIGNABILITY**

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Theperformance shares and the Common Shares subject to this grant are personal tothe Grantee and may not be sold, exchanged, assigned, transferred, pledged,encumbered or otherwise disposed of by the Grantee until they become earned asprovided in this Agreement; provided, however, that the Grantee’srights with respect to such performance shares and Common Shares may betransferred by will or pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance inviolation of the provisions of this Article IX shall be void, and theother party to any such purported transaction shall not obtain any rights to orinterest in such performance shares or Common Shares.

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# **ARTICLE X - ADJUSTMENTS**

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In theevent of any change in the number of Common Shares by reason of a merger,consolidation, reorganization, recapitalization, or similar transaction, or inthe event of a stock dividend, stock split, or distribution to shareholders(other than normal cash dividends), the Committee shall adjust the number andclass of shares subject to outstanding Target Performance Shares and DeferredUnits (as defined below) and other value determinations applicable to outstandingTarget Performance Shares and Deferred Units. No adjustment provided for in this Article X shall require DPL toissue any fractional share.

 

# **ARTICLE XI - DEFERRAL**

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## **Section 11.1**  Ability to Defer.  The Grantee may elect to defer receipt of allor any portion of the earned performance shares, which will be credited to abookkeeping account in the Grantee’s name.

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## **Section 11.2**  Elections.  An election pursuant Section 11.1 mustbe made in writing and delivered to DPL (i) to the extent that the earnedperformance shares are considered “performance-based compensation,” within themeaning of Section 409A of the Code, no later than June 30, 2010, or (ii) otherwise,within 30 days of the date of grant of such performance shares, provided thatthe election is made at least twelve months in advance of the earliest date onwhich the performance shares could be earned. If the Grantee does not file an election form by the specified date, heor she will receive the performance shares when they otherwise would have beenpaid pursuant to Article VII.

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## **Section 11.3**  Crediting to Accounts.  If a Grantee elects to defer receipt of theearned performance shares, there will be credited to the Grantee’s account asof the day such Common Shares underlying the earned performance shares wouldhave been paid, a number of deferred units (the “Deferred Units”) equal to thenumber of Common Shares that would otherwise have been delivered to the Granteepursuant to Article VII on such date. The Deferred Units credited to the Grantee’s account (plus anyadditional shares credited pursuant to Section 11.5 below) will representthe number of Common Shares that DPL will issue to the Grantee at the end ofthe deferral period.  All Deferred Unitswill be 100% vested at all times.

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## **Section 11.4**  Deferral Period.  The Deferred Units will be subject to adeferral period beginning on the date of crediting to the Grantee’s account andending upon such period as the Grantee may have elected.  The period of deferral will be for a minimumperiod of one year, except in the case where the Grantee elects a deferralperiod determined by reference to his or her termination of employment.  For purposes of this Agreement, a Grantee’stermination of employment shall be the Grantee’s separation from service withDPL within the meaning of Section 409A of the Code (the “separation fromservice”).  The Grantee may elect paymentin a lump sum or payment in equal installments. The right to the series of installment payments is to be treated as aright to a series of separate payments and not to the entitlement to a singlepayment.

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The Grantee may change the period of deferral by filing a subsequentelection with DPL at least twelve months before the date of the previouslyelected payment date and the newly elected payment date (or paymentcommencement date) must be at least five years after the previously electedpayment date (or the previously elected payment commencement date); provided,however, that such modification shall not be effective until at leasttwelve months after the date on which such modification was made.  During the deferral period, the Grantee willhave no right to transfer any rights under his or her Deferred Units and willhave no other rights of ownership therein.

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## **Section 11.5**  Dividend Equivalents.  The Grantee’s account will be credited as ofthe last day of each calendar quarter with that number of additional DeferredUnits equal to the amount of cash dividends paid by DPL during such quarter onthe number of Common Shares equivalent to the number of Deferred Units in theGrantee’s account from time to time during such quarter divided by the MarketValue per Share of one Common Share on the day immediately preceding the lastbusiness day of such calendar quarter. Such dividend equivalents, which will likewise be credited with dividendequivalents, will be deferred until the end of the deferral period for theDeferred Units with respect to which the dividend equivalents were credited.

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## **Section 11.6**  Early Payment.  Notwithstanding the foregoing provisions, (i) if,upon the Grantee’s termination of employment, the value of the Grantee’saccount is less than $500, the amount of the Grantee’s account will beimmediately paid to the Grantee in Common Shares, (ii) if a Change ofControl occurs, the amount of the Grantee’s account will immediately be paid tothe Grantee in full in Common Shares and (iii) in the event of anunforeseeable emergency, as defined in Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”), that is caused by an eventbeyond the control of the Grantee and that would result in severe financialhardship to the Grantee if acceleration was not permitted, the Committee willaccelerate the payment of Common Shares to the Grantee in the Grantee’saccount, but only up to the amount necessary to meet the emergency.  The foregoing notwithstanding, to the extentthe Grantee has a right to receive payment pursuant to clause (ii) aboveand the event triggering the right to payment does not constitute a permitteddistribution event under Section 409A(a)(2) of the Code, then uponsuch Change of Control, issuance of the Common Shares will be made, to theextent necessary to comply with Section 409A of the Code, to the Grantee onthe earliest of (a) the Grantee’s separation from service; provided,however, that if the Grantee is a “specified employee” (within themeaning of Section 409A), the Grantee’s date of issuance of the CommonShares shall be the date that is six months after the date of the Grantee’sseparation from service with DPL; (b) the date the payment would otherwiseoccur under this Agreement (to the extent it constitutes a permitteddistribution event); or (c) the Grantee’s death.

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# **ARTICLE XII - COMPLIANCE WITH SECTION 409A OF THECODE**

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To theextent applicable, it is intended that this Agreement and the Plan comply withthe provisions of Section 409A of the Code, so that the income inclusionprovisions of Section 409A(a)(1) of the Code do not apply to theGrantee.  This Agreement and the Planshall be administered in a manner consistent with this intent.  References to

 

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Section 409A of the Code will also include any regulations or anyother formal guidance promulgated with respect to such Section by the U.S.Department of the Treasury or the Internal Revenue Service.

 

# **ARTICLE XIII - MISCELLANEOUS**

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## **Section 13.1**  Interpretation.  The contents of this Agreement are subject inall respects to the terms and conditions of the Plan as approved by the Boardof Directors and the shareholders of DPL, which are controlling.  The interpretation and construction by theBoard and/or the Committee of any provision of the Plan or this Agreement shallbe final and conclusive upon the Grantee, the Grantee’s estate, executor,administrator, beneficiaries, personal representative and guardian and DPL andits successors and assigns.  Unlessotherwise indicated, the capitalized terms used in this Agreement shall havethe same meanings as set forth in the Plan.

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## **Section 13.2**  Fractional Shares.  Any fractional share earned under thisAgreement will be rounded up or down to the nearest whole share.

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## **Section 13.3**  No Right to Employment.  The grant of the performance shares isdiscretionary and will not be considered to be an employment contract or a partof the Grantee’s terms and conditions of employment or of the Grantee’s salaryor compensation.

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## **Section 13.4**  Successors and Assigns.  This Agreement, and the terms and conditionsof the Plan, shall bind, and inure to the benefit of the Grantee, the Grantee’sestate, executor, administrator, beneficiaries, personal representative andguardian and DPL and its successors and assigns.

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## **Section 13.5**  Governing Law.  This Agreement shall be governed by the lawsof the State of Ohio (but not including the choice of law rules thereof).

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## **Section 13.6**  Amendment.  Any amendment to the Plan shall be deemed tobe an amendment to this Agreement to the extent that the amendment isapplicable hereto.  The terms andconditions of this Agreement may not be modified, amended or waived, except byan instrument in writing signed by a duly authorized executive officer atDPL.  Notwithstanding the foregoing, noamendment shall adversely affect the Grantee’s rights under this Agreementwithout the Grantee’s consent.

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# **ARTICLE XIV - NOTICES**

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Allnotices under this Agreement to DPL must be delivered personally or mailed toDPL at its principal office, addressed to the attention of the CorporateSecretary.  DPL’s address may be changedat any time by written notice of such change to the Grantee.  All notices under this Agreement to theGrantee will be delivered personally or mailed to the Grantee at his or heraddress as shown from time to time in DPL’s records.

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this LongTerm Incentive Plan - Performance Shares Agreement, or caused this Long-TermIncentive Plan - Performance Shares Agreement to be duly executed on theirbehalf, as of the day and year first above written.

 

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

 

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