Exhibit 10.1


 


DPL INC.


PARTICIPATION AGREEMENT


 


This PARTICIPATION AGREEMENT (“Agreement”) is
entered into this 18th day of May, 2009 (the “Effective Date”) among DPL Inc.,
an Ohio corporation (“DPL”), The Dayton Power and Light Company, an Ohio
corporation (“DP&L”) (collectively, the “Company”), and Joseph W. Mulpas (“Executive”).


 


WHEREAS, DPL has an 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, the
DPL Inc. Executive Incentive Compensation Plan (the “EICP”), the DPL Inc. 2006
Deferred Compensation Plan for Executives and the DPL Inc. Pension Restoration
Plan (collectively, the “Plans”);


 


WHEREAS, Executive’s participation in the Plans and
eligibility for the benefits provided thereunder requires execution of this
Agreement; and


 


WHEREAS, DPL desires to
provide Executive benefits in addition to those provided by the Program, as
described herein.


 


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 Effective Date and will continue in
effect as provided herein.


 


2.             Participation in the Plans.  DPL confirms that Executive has been
designated by the Committee and the Board to participate in each of the Plans
pursuant to the terms thereof as of the date Executive commences his employment,
contingent on his execution of this Agreement. 
Executive is eligible to receive additional benefits as such are
provided to other similarly situated employees of the Company from time to
time.


 


3.             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 2009.  The
Perquisite Allowance for 2009 shall be paid as soon as practicable after the execution
of 


 


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this Participation Agreement.  The Perquisite Allowance for years after 2009
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.


 


4.             Non-Solicitation. 
As a condition to his eligibility to participate in the Program,
Executive hereby agrees that during his employment and for a period of two
years following his termination of employment with the Company, Executive will
not (a) solicit for employment with himself or any firm or entity with
which he is associated, any employee of the Company, its subsidiaries or
affiliates, or otherwise disrupt, impair, damage or interfere with the Company’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 the Company, its subsidiaries or affiliates, that has purchased
products or services from the Company, 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
Executive’s employment with the Company, its subsidiaries or affiliates is
terminated or that the Company, 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 the Company, its subsidiaries or affiliates
or which the Company, its subsidiaries or affiliates have known plans to offer.


 


[Signatures on the
Following Page]


 


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


 


 


	
  DPL INC. and

  
	
  THE DAYTON POWER AND LIGHT
  COMPANY

  



 


 


	
  By:

  	
   

  
	
   

  	
  Paul M. Barbas

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joseph W. Mulpas

  



 


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