Exhibit 10(cc)


 


DPL INC.


STOCK OPTION PLAN


 


Management Stock Option Agreement


 


This Agreement
is made as of January 1, 2001 (the “Grant Date”), by and between DPL Inc., an
Ohio corporation (the “Company”) and Arthur Meyer (the “Participant”).


 


WHEREAS, the
Committee, pursuant to the Company’s Stock Option Plan (the “Plan”), has made
an award to the Participant and authorized and directed the execution and
delivery of this Agreement;


 


NOW,
THEREFORE, in consideration of the foregoing, the mutual promises hereinafter
set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Participant
hereby agree as follows:


 


1.                                     Award.  The Participant is hereby granted a stock
option (an “Option”) to purchase from the Company up to a total of 50,000
Common Shares of the Company at $29 5/8 per share (the “Exercise
Price”).  The term of such Option shall
be ten years, commencing on the Grant Date (the “Term”).  This Option is not intended to qualify as an
incentive stock option under Code Section 422.


 


2.                                     Vesting and Exercise. The Option may be
exercised only in accordance with the Plan, as supplemented by this Agreement,
and not otherwise.


 


a.                                     Vesting. During its Term and prior to its
earlier termination in accordance with Section 3 of this Agreement, and subject
to Section 4 of this Agreement, the Option shall vest in accordance with the
following schedule:


 


	
  Cumulative Percent

  of Option

  	
   

  	
  Vested as of December 31

  	
   

  
	
  20%

  	
   

  	
  2001

  	
   

  
	
  40%

  	
   

  	
  2002

  	
   

  
	
  60%

  	
   

  	
  2003

  	
   

  
	
  80%

  	
   

  	
  2004

  	
   

  
	
  100%

  	
   

  	
  2005

  	
   

  



 


b.                                    Exercise. The vested portion of the Option
shall become exercisable on January 1, 2006. The Option may be exercised for
less than the full number of Shares for which the Option is then exercisable.
To the extent then exercisable, the Option may be exercised by the Participant
by giving written notice of exercise to the Company in such form as may be
provided by the Committee,


 

















 


specifying the
number of Shares with respect to which the Option is to be exercised and such
other information as the Committee may require. Such exercise shall be
effective upon receipt by the Company of such written notice together with the
required payment of the Exercise Price and any applicable withholding taxes.


 


c.                                     Payment of Exercise Price.  Payment of the Exercise Price may be made by
cash, check (subject to collection) or, provided that the Shares have been
owned by the Participant for at least six months prior to such payment, by the
delivery (or attestation of ownership) of Shares having a Fair Market Value
equal to the aggregate Exercise Price and any applicable withholding taxes.  Alternatively, the Participant may make such
payment by authorizing the simultaneous sale of Shares (or a sufficient portion
thereof) acquired upon exercise through a brokerage or similar arrangement
approved in advance by the Committee.  Subject
to the foregoing and except as otherwise provided by the Committee before the
Option is exercised, the Company will deliver to the Participant, within a
reasonable period of time thereafter, a certificate or certificates
representing the Shares so acquired, registered in the name of the Participant
or in accordance with other delivery instructions provided by the Participant
and acceptable to the Committee.


 


3.                                     Termination. Except as otherwise provided
in this Section 3, the Option shall terminate upon the expiration of its Term.


 


a.                                     If
the Participant’s employment or other service terminates for Cause, the Option,
whether or not vested, shall be forfeited.


 


b.            If
the Participant’s employment or other service terminates for any reason other
than for Cause, the Participant shall be entitled to the then vested portion of
the Option and the unvested portion shall be forfeited.


 


c.            In
no event may the Option be exercised beyond its Term.


 


4.                                     Change of Control. Notwithstanding the
provisions of Sections 2(a) and 2(b) hereof, in the event of a Change of
Control, the Option shall immediately vest and become exercisable in its
entirety, provided that the Participant’s employment or other service has not
terminated prior to the date of such Change of Control.


 


5.                                     Withholding. The Company shall withhold all
applicable taxes required by law from all amounts paid in respect of the
Option. A Participant may satisfy the withholding obligation (i) by paying the
amount of any such taxes in cash or check (subject to collection), (ii) by the
delivery (or attestation of ownership) of


 

















 


Shares or (iii) with the approval of the Committee, by having Shares
deducted from the payment. Alternatively, the Participant may satisfy such
obligation by authorizing the simultaneous sale of Shares (or a sufficient
portion thereof) acquired upon exercise through a brokerage or similar
arrangement approved in advance by the Committee. The amount of the withholding
and, if applicable, the number of Shares to be delivered or deducted, as the
case may be, shall be determined by the Committee as of when the withholding is
required to be made, provided that the number of Shares so delivered or
withheld shall not exceed the minimum required amount of such withholding.


 


6.                                     Non-Assignability. Except as otherwise
provided in this Section, the Option is not assignable or transferable other
than by will or by the laws of descent and distribution and, during the
Participant’s life, may be exercised only by the Participant. The Participant,
with the approval of the Committee, which approval may be withheld in its sole
discretion, may transfer the Option for no consideration to or for the benefit
of any member or members of the Participant’s Immediate Family (including,
without limitation, to a trust for the benefit of any member or members of the
Participant’s Immediate Family or to a partnership or limited liability company
for one or more members of the Participant’s Immediate Family) subject to such
limits as the Committee may establish, and the transferee shall remain subject
to all the terms and conditions applicable to the Option prior to such
transfer. The foregoing right to transfer the Option shall apply to the right
to consent to amendments to this Agreement and, in the discretion of the
Committee, shall also apply to the right to transfer ancillary rights
associated with the Option.


 


7.                                     Rights as a Shareholder. A Participant
shall have no rights as a shareholder with respect to any Shares subject to
this award until the date the Participant becomes the holder of record of the
Shares.


 


8.                                     No Right to Continued Service. Nothing
herein shall obligate the Company or any Subsidiary to continue the Participant’s
employment or other service for any particular period or on any particular
basis of compensation.


 


9.                                     Burden and Benefit. The terms and
provisions of this Agreement shall be binding upon, and shall inure to the
benefit of, the Participant and his or her executors or administrators, heirs,
and personal and legal representatives.


 


10.                               Execution. This Option is not enforceable
until this Agreement has been signed by the Participant and the Company.  By executing this Agreement, the Participant
shall be deemed to have accepted and consented to any action taken or to be
taken under the Plan by the Committee, the Board of Directors or their
delegates.


 

















 


11.                               Governing Law.  This
Agreement shall be construed and enforced in accordance with the laws of the
State of Ohio, without regard to the conflict of laws principles thereof.


 


12.                               Modifications.  Except for alterations and amendments
permitted under the Plan without the consent of the Participant, no change or
modification of this Agreement shall be valid unless it is in writing and
signed by the parties hereto.


 


13.                               Entire Agreement.  This Agreement, together with the Plan, sets
forth all of the promises, agreements, conditions, understandings, warranties
and representations between the parties hereto with respect to the Option, and
there are no promises, agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, between them with respect
to the Option other than as set forth herein or therein. The terms and
conditions of the Plan, a copy of which has been furnished to the Participant,
are incorporated by reference herein, and to the extent that any conflict may
exist between any term or provision of this Agreement and any term or provision
of the Plan, the term or provision of the Plan shall control.


 


14.                               Additional Definitions.  Any capitalized term to the extent not defined
below or elsewhere in this Agreement shall have the same meaning as set forth
in the Plan.


 


a.                                     “Cause” means (i) the commission of a
felony, (ii) embezzlement, (iii) the illegal use of drugs or (iv) if no Change
of Control has occurred other than the entering into of an agreement referred
to in items (ii) or (iii) of the definition of Change of Control, the failure
by the Participant to substantially perform his duties with the Company or any
Subsidiary (other than any such failure resulting from his Disability) as
determined by the Committee.


 


b.                                    “Immediate Family” means the Participant’s
spouse, parents, parents-in-law, children, stepchildren, adoptive relationships,
sisters, brothers and grandchildren (and, for this purpose, shall also include
the Participant).


 


15.                               Construction.  The use of any gender herein shall be deemed
to include the other gender and the use of the singular herein shall be deemed
to include the plural and vice versa, wherever appropriate.


 

















 


16.                               Notices. Any and all notices required
herein shall be addressed: (i) if to the Company, to the principal executive
offices of the Company; and (ii) if to the Participant, to his or her address
as reflected in the records of the Company.


 


17.                               Invalid or Unenforceable Provisions.  The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provisions were omitted.


 


IN WITNESS
WHEREOF, the Company and the Participant have executed this Agreement as of the
date first above written.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  DPL INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President
  & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Arthur Meyer