Exhibit 10.6


 


DPL INC.


PARTICIPATION AGREEMENT AND
WAIVER


 


This PARTICIPATION
AGREEMENT AND WAIVER (“Agreement”) is entered into this 28th day of
February 2006 (the “Effective Date”) among DPL Inc., an Ohio corporation (“DPL”),
The Dayton Power and Light Company, an Ohio corporation (“DP&L”), and
Patricia K. Swanke (“Executive”).


 


WHEREAS, DPL has
implemented a new executive compensation program (the “Program”), generally
effective as of January 1, 2006;


 


WHEREAS, the
Program provides benefits pursuant to the following plans which have been
approved by the Compensation Committee of the Board of Directors of DPL (the “Committee”)
and adopted by the Board of Directors of DPL (the “Board”): the DPL Inc.
Severance Pay and Change of Control Plan, the DPL Inc. Supplemental Executive
Defined Contribution Retirement Plan, the DPL Inc. 2006 Equity and Performance
Incentive Plan (“EPIP”), and the DPL Inc. Executive Incentive Compensation Plan
(collectively, the “Plans”);


 


WHEREAS, Executive’s
participation in the Plans requires execution of this Agreement in order to be
eligible to receive benefits under such Program; and


 


WHEREAS, Executive
previously entered into an Employment Agreement with DPL and DP&L
(collectively, the “Company”), dated September 17, 2003, and a Change of
Control Letter Agreement with the
Company, dated July 1, 2004 (the “Prior Agreements”);


 


NOW THEREFORE, in
consideration of the promises and agreements contained herein and other good
and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, and intending to be legally bound, Executive agrees as follows:


 


1.             Effective Date. 
This Agreement is effective on the date hereof and will continue in
effect as provided herein.


 


2.             Participation in the Plans.  DPL confirms that Executive (a) has been
designated by the Committee and the Board to participate in each of the Plans
pursuant to the terms thereof, contingent on her execution of this Agreement
and, with respect to the EPIP, its approval by the shareholders of the Company
at their annual meeting on April 26, 2006, and (b) is eligible to receive
additional benefits as such are provided to other similarly situated employees
of the Company from time to time.


 


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3.             Termination of Prior Agreements.  Executive, for herself and her dependents,
successors, assigns, heirs, executors and administrators (and her and their
legal representatives of every kind), and the Company hereby agree that, upon
execution of this Agreement, the Prior Agreements shall terminate and have no
further force and effect.


 


4.             Remaining Rights. 
Notwithstanding the terms of Section 3 of this Agreement, Executive and
the Company hereby agree that nothing in this Agreement negates or diminishes
Executive’s rights under any agreement other than the Prior Agreements,
including, the rights (a) with respect to any stock incentive units granted
under DP&L’s Management Stock Incentive Plan, subject to the terms and
conditions contained in the Non-Competition Agreement between the Company and
Executive, dated October 3, 1996, a copy of which is attached hereto as Exhibit A, and as further described
in the Letter Agreement between the Company and Executive, dated April 27,
2001, a copy of which is attached hereto as Exhibit B,
and (b) to purchase from DPL, to the extent not yet purchased, up to a total of
50,000 common shares of DPL at an exercise price of $29 5/8 per share pursuant
to the terms of Executive’s Management Stock Option Agreement, dated January 1,
2001, a copy of which is attached hereto as Exhibit C.


 


5.             Perquisite Allowance.  By executing this Agreement, Executive shall
be entitled to receive a perquisite allowance in the amount of $20,000 per year
(the “Perquisite Allowance”), for each year that (a) Executive remains
designated by the Committee as eligible to receive the Perquisite Allowance and
(b) DPL continues to make the Perquisite Allowance available to executive-level
employees of the Company.  Executive has
been designated by the Committee as eligible to receive the Perquisite
Allowance for 2006.  The Perquisite
Allowance for 2006 shall be paid as soon as practicable after the Effective
Date.  The Perquisite Allowance for years
after 2006 shall be paid to Executive as soon as practicable after the Committee
designates Executive as eligible to receive the Perquisite Allowance for that
year.  The Perquisite Allowance will not
be deemed “compensation,” as that term is defined under any of the Plans, nor
under any other plan, practice, program or policy of the Company or any of its
affiliates, as in effect from time to time.


 


6.             Non-Solicitation. 
As a condition to her eligibility to participate in the Program,
Executive hereby agrees that during her employment and for a period of two
years following her termination of employment with the Company, Executive will
not (a) solicit for employment with herself or any firm or entity with which
she is associated, any employee of DPL, its subsidiaries or affiliates, or
otherwise disrupt, impair, damage or interfere with DPL’s, its subsidiaries’ or
affiliates’ relationships with their employees or (b) solicit for Executive’s
own behalf or on behalf of any other person(s), any retail customer of DPL, its
subsidiaries or affiliates, that has purchased products or services from the
DPL, its subsidiaries or affiliates, at any time (i) with respect to
solicitation during employment, during the Executive’s employment or (ii) with
respect to solicitation after termination of employment, in the twelve months
preceding the date on which


 


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Executive’s employment with DPL, its subsidiaries or
affiliates is terminated or that DPL, its subsidiaries or affiliates are
actively soliciting or have known plans to solicit, for the purpose of
marketing or distributing any product, pricing or service competitive with any
product, pricing or service then offered by DPL, its subsidiaries or affiliates
or which DPL, its subsidiaries or affiliates have known plans to offer.


 


7.             No Inducement. 
Executive agrees and acknowledges that no representations, promises or
inducements have been made by the Company to induce Executive to enter into
this Agreement other than as set forth herein.


 


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date first written above.


 


	
   

  	
  DPL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: James V. Mahoney

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE DAYTON POWER AND LIGHT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: James V. Mahoney

  
	
   

  	
   

  	
  Title: President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Patricia K. Swanke

  



 


3

















 


Exhibit A


 


Swanke Non-Competition Agreement


 


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Exhibit B


 


Swanke SIU Letter Agreement,
dated April 27, 2001


 


5

















 


Exhibit C


 


Swanke Management Stock Option
Agreement


 


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