**Exhibit 10(uu)**

 

**DPL INC.**

**AMENDED AND RESTATED**

**NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITSAGREEMENT**

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**(Granted Under the 2006 Equity andPerformance Incentive Plan)**

 

The Amendedand Restated Non-Employee Director Restricted Stock Units Agreement (the “Agreement”),effective as of                             ,2007, between DPL Inc., an Ohio corporation (“DPL”), and                           ,a non-employee member of the Board of Directors of DPL and The Dayton Power andLight Company (the “Grantee”), which set forth the terms and conditionsapplicable to Restricted Stock Units granted to the Grantee under the 2006Equity and Performance Incentive Plan (the “Plan”), is amended to comply withthe provisions of Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), and as so amended is restated in its entirety to provideas follows:

 

**ARTICLEI - GRANT OF RESTRICTED STOCK UNITS**

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Subject to and upon the terms, conditions andrestrictions set forth in this Agreement and in the Plan, DPL hereby grants tothe Grantee as of the Date of Grant                     Restricted Stock Units (the “Restricted Stock Units”), which shall becomenon-forfeitable in accordance with Article III hereof.  Each Restricted Stock Unit shall representone hypothetical share of DPL’s common stock, par value of $0.01 per share (a “CommonShare”), and shall at all times be equal in value to one Common Share.

 

**ARTICLE II - RESTRICTIONS ON TRANSFER OF RESTRICTED STOCKUNITS**

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Neither the Restricted Stock Units granted hereby norany interest therein or in the Common Shares related thereto shall betransferable other than by will or pursuant to the laws of descent anddistribution prior to payment of the Common Shares underlying this grant ofRestricted Stock Units.

 

**ARTICLEIII - VESTING OF RESTRICTED STOCK UNITS**

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**Section 3.1   **TheRestricted Stock Units shall become non-forfeitable on April 15 of thecalendar year immediately following the calendar year of the Date of Grant (the“Vesting Date”) if the Grantee shall have remained a member of the Board ofDirectors of DPL and the Dayton Power and Light Company (collectively, the “Board”)until the Vesting Date.

 

**Section 3.2   **Notwithstandingthe provisions of Section 3.1, (a) all of the Restricted Stock Unitsshall immediately become non-forfeitable if the Grantee’s service on the Boardis terminated due to death or Disability (as defined below), (b) all ofthe Restricted Stock Units shall immediately become non-forfeitable if a Changeof Control 

 

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occurs, and (c) a pro-rata portion of theRestricted Stock Units shall immediately become non-forfeitable if the Granteeceases to be a member of the Board prior to the Vesting Date for any reasonother than as set forth in (a) and (b) above and any remainingRestricted Stock Units shall be immediately forfeited and of no further forceor effect (each of the events set forth in (a), (b) and (c), beingreferred to herein as a “Vesting Event”). For purposes of this Agreement, “Disability” means a Grantee’s inability to perform the dutiesrequired on a full-time basis for a period of six consecutive months because ofphysical or mental illness or other physical or mental disability orincapacity.

 

**ARTICLEIV- PAYMENT OF RESTRICTED STOCK UNITS**

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Subject to Article V, the Restricted Stock Unitsthat have become non-forfeitable pursuant to Article III above shall bepaid in Common Shares transferred to the Grantee as soon as practicablefollowing the earlier of (a) the Vesting Date, or (b) the occurrenceof a Vesting Event; provided, however, to the extent the Granteehas a right to receive payment pursuant to this Article IV and the eventtriggering the right to payment would subject the Grantee to taxation under Section 409A(a) ofthe Code, then notwithstanding anything to the contrary in this Article IV,issuance of the Common Shares underlying the Restricted Stock Units will bemade, to the extent necessary to comply with the provisions of Section 409Aof the Code, to the Grantee on the earlier of (a) the Grantee’s “separationfrom service” with DPL and its Subsidiaries (determined in accordance with Section 409A);and furtherprovided, that if the Grantee is a “specifiedemployee” (within the meaning of Section 409A) at the time of suchseparation from service, the Grantee’s date of issuance of the Common Sharesshall be the date that is the first day of the seventh month after the date ofthe Grantee’s separation of service with DPL, (b) the Vesting Date, or (c) theGrantee’s death.

 

**ARTICLEV - DEFERRAL**

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**Section 5.1   **Abilityto Defer.  Notwithstanding Article IVabove, the Grantee may elect to defer receipt of all or any portion of thenon-forfeitable Restricted Stock Units, which will be credited to a bookkeepingaccount in the Grantee’s name.

 

**Section 5.2   **Elections.  An election pursuant Section 5.1 must bemade in writing and delivered to DPL no later than December 31 of thecalendar year immediately preceding the calendar year in which the servicesgiving rise to the grant of these Restricted Stock Units commence to beperformed.  If the Grantee does not filean election form by the specified date, he or she will receive the RestrictedStock Units when they otherwise would have been paid pursuant to Article IV.

 

**Section 5.3   **Creditingto Accounts.  If a Grantee elects todefer receipt of the non-forfeitable Restricted Stock Units, there will becredited to the Grantee’s account as of the day such Common Shares underlyingthe non-forfeitable Restricted Stock Units would have been paid, a number ofdeferred units (the “Deferred Units”) equal to the number of Common Shares thatwould otherwise have been delivered to the Grantee pursuant to Article IVon such date.  The Deferred Unitscredited to the Grantee’s 

 

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account (plus any additional shares credited pursuantto Article VI below) will represent the number of Common Shares that DPL****will issue to the Grantee at the end ofthe deferral period.  All Deferred Unitswill be 100% non-forfeitable at all times.

 

**Section 5.4   **DeferralPeriod.  The Deferred Units will besubject to a deferral period beginning on the date of crediting to the Grantee’saccount and ending 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 service on theBoard.  The Grantee may elect payment ina lump sum or payment in up to five equal annual installments.  The Grantee may change the period of deferralby filing a subsequent election with DPL****atleast twelve months before the date of the previously elected payment date andthe newly elected payment date (or payment commencement date) must be at leastfive years after the previously elected payment date (or the previously electedpayment commencement date); provided, however, that suchmodification shall not be effective until at least twelve months after the dateon which such modification was made. During the deferral period, the Grantee will have no right to transferany rights under his or her Deferred Units and will have no other rights ofownership therein.

 

**Section 5.5   **EarlyPayment.  Notwithstanding theforegoing provisions or any deferral election made by the Grantee, (a) inthe event that the Grantee has not received or commenced receiving payment ofthe Deferred Units at the time of his or her termination of service on theBoard, the Deferred Units will be paid or commence to be paid to the Grantee onsuch termination of service, according to the Grantee’s existing paymentelection relating to payment in a lump sum or in annual installments; provided,however, that if, upon the Grantee’s termination of service on the Board,the value of the Grantee’s Deferred Units is less than $100,000, such DeferredUnits will be immediately paid to the Grantee in full in a single lump sumpayment of Common Shares, (b) if a Change of Control occurs or in theevent of the Grantee’s death or Disability (as defined in Section 3.2above), the amount of the Grantee’s account will immediately be paid to theGrantee (or his or her beneficiary or beneficiaries, as the case may be) infull in a single lump sum payment of Common Shares and (c) in the event ofan unforeseeable emergency, as defined in Section 409A of the Code, thatis caused by an event beyond the control of the Grantee and that would resultin severe financial hardship to the Grantee if acceleration was not permitted,the Committee will accelerate the payment of Common Shares to the Grantee inthe Grantee’s account, but only up to the amount necessary to meet the unforeseeableemergency (including amounts necessary to pay any Federal, state or local taxesor penalties reasonably anticipated to result from the payment) after takinginto account the extent to which the unforeseeable emergency is or may berelieved through reimbursement or compensation by insurance or otherwise, or byliquidation of the Grantee’s assets (to the extent the liquidation of suchassets would not itself cause severe financial hardship).

 

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**ARTICLEVI - DIVIDEND, VOTING AND OTHER RIGHTS**

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The Grantee shall have no rights of ownership in theRestricted Stock Units or the Deferred Units and shall have no right to votethem until the date on which the Restricted Stock Units or the Deferred Units,as the case may be, are transferred to the Grantee pursuant to Article IV,Section 5.4, or Section 5.5.  Whilethe Restricted Stock Units or Deferred Units are still outstanding, on the datethat DPL pays a cash dividend to holders of Common Shares generally, theGrantee shall be entitled to a number of additional whole Restricted StockUnits or Deferred Units, as the case may be, determined by dividing (i) theproduct of (A) the dollar amount of the cash dividend paid per CommonShare on such date and (B) the total number of Restricted Stock Units orDeferred Units, as the case may be (including dividend equivalents paidthereon) previously credited to the Grantee as of such date, by (ii) theMarket Value per Share on such date. Such dividend equivalents shall be subject to the same terms andconditions and shall be settled or forfeited in the same manner and at the sametime and will be deferred until the end of the same deferral period as theRestricted Stock Units or Deferred Units, as the case may be, to which thedividend equivalents were credited.

 

**ARTICLEVII - DILUTION AND OTHER ADJUSTMENTS**

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In the event of any change in the aggregate number ofoutstanding Common Shares by reason of (a) any stock dividend, stocksplit, combination of shares, recapitalization or other change in the capitalstructure of DPL, or (b) any merger, consolidation, spin-off, split-off,spin-out, split-up, reorganization, partial or complete liquidation or otherdistribution of assets, issuance of rights or warrants to purchase securities,or (c) any other corporate transaction or event having an effect similarto any of the foregoing, then the Committee shall adjust the number ofRestricted Stock Units or Deferred Units, as the case may be, then held by theGrantee in such manner as to prevent the dilution or enlargement of the rightsof the Grantee that would otherwise result from such event.  Furthermore, in the event that anytransaction or event described or referred to in the immediately precedingsentence shall occur or in the event of a Change of Control, the Committee mayprovide in substitution of any or all of the Grantee’s rights under thisAgreement, such alternative consideration as the Committee may determine ingood faith to be equitable under the circumstances.  Such adjustments made by the Committee shallbe conclusive and binding for all purposes of this Agreement.

 

**ARTICLEVIII - COMPLIANCE WITH SECTION 409A OF THE CODE**

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To the extent applicable, it is intended that thisAgreement and the Plan comply with the provisions of Section 409A of theCode, so that the income inclusion provisions of Section 409A(a)(1) donot apply to the Grantee.  This Agreementand the Plan shall be administered in a manner consistent with this intent.  Reference to Section 409A of the Code isto Section 409A of the Internal Revenue Code of 1986, as amended, and willalso include any regulations, or any other formal guidance, promulgated withrespect to such Section by the U.S. Department of the Treasury or theInternal Revenue Service.

 

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**ARTICLEIX - MISCELLANEOUS**

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**Section 9.1   **Compliancewith Law.  The Company shall makereasonable efforts to comply with all applicable federal and state securitieslaws; provided, however, notwithstanding any other provision ofthis Agreement, the Company shall not be obligated to issue any Common Sharespursuant to this Agreement if the issuance thereof would result in a violationof any such law.

 

**Section 9.2   **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 of any provision of the Plan or this Agreement shall be final andconclusive upon the Grantee, the Grantee’s estate, executor, administrator,beneficiaries, personal representative and guardian and DPL and its successorsand assigns.  Unless otherwise indicated,the capitalized terms used in this Agreement shall have the same meanings asset forth in the Plan.

 

**Section 9.3   **FractionalShares.  Any fractional share earnedunder this Agreement will be rounded up or down to the nearest whole share.

 

**Section 9.4   **Successorsand Assigns.  This Agreement, and theterms and conditions of the Plan, shall bind, and inure to the benefit of theGrantee, the Grantee’s estate, executor, administrator, beneficiaries, personalrepresentative and guardian and DPL and its successors and assigns.

 

**Section 9.5   **GoverningLaw.  This Agreement shall begoverned by the laws of the State of Ohio.

 

**Section 9.6   **Amendments.  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 rights of the Grantee under this Agreementwithout the Grantee’s consent.

 

**Section 9.7   **Severability.  In the event that one or more of theprovisions of this Agreement shall be invalidated for any reason by a court ofcompetent jurisdiction, any provision so invalidated shall be deemed to beseparable from the other provisions hereof, and the remaining provisions hereofshall continue to be valid and fully enforceable.

 

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