Exhibit
10(d)


 


DPL INC.


 


RESTRICTED
STOCK AGREEMENT


 


(Granted
Under the 2006 Equity and Performance Incentive Plan,


 as Amended and Restated Through December 31,
2007)


 


WHEREAS,                         
(the “Grantee”) is an employee of DPL Inc., an Ohio corporation (the “Company”)
or a Subsidiary; and


 


WHEREAS, the Compensation Committee of the Board of
Directors of the Company (the “Board”) has authorized the grants evidenced by
this Restricted Stock Agreement; and


 


NOW, THEREFORE, the Company and the Grantee agree as
follows:


 


1.                                       Grant of Restricted Shares.  Pursuant to the DPL Inc. 2006 Equity and
Performance Incentive Plan, as Amended and Restated Through December 31,
2007 (the “Plan”), the Company, as of                           
(the “Date of Grant”), hereby grants to the Grantee               
shares of Restricted Stock (as defined in the Plan) (the “Restricted
Shares”), effective as of the Date of Grant. 
The stock price as of the Date of Grant shall be the average closing
price of DPL Inc. common stock for the 180 day period ending the day before the
Date of Grant.  This restricted stock
award is subject to the terms and conditions of the Plan and the following
additional terms, conditions, limitations and restrictions.


 


2.                                       Issuance of Restricted Shares.  The Restricted Shares covered by this
Agreement shall be issued to the Grantee effective upon the Date of Grant.  The Restricted Shares shall be registered in
the Grantee’s name and shall be fully paid and nonassessable.  Any certificate or other evidence of
ownership shall bear an appropriate legend referring to the restrictions
hereinafter set forth.


 


3.                                       Restrictions on Transfer of Shares.  The Restricted Shares may not be sold,
exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of
by the Grantee, except to the Company, unless the Restricted Shares are
nonforfeitable as provided in Section 4 hereof; provided, however,
that the Grantee’s rights with respect to such Common Shares may be transferred
by will or pursuant to the laws of descent and distribution.  Any purported transfer or encumbrance in
violation of the provisions of this Section 3 shall be void, and the other
party to any such purported transaction shall not obtain any rights to or
interest in such Common Shares.


 

















 


4.                                       Vesting of Restricted Shares.


 


(a)                                  The
Restricted Shares covered by this Agreement shall become nonforfeitable [Insert Vesting Schedule] if the Grantee shall have remained
in the continuous employ of the Company or a Subsidiary until such date.


 


(b)                                 Notwithstanding
the provisions of Section 4(a), all Restricted Shares covered by this
Agreement shall be nonforfeitable if the Grantee dies or becomes permanently
disabled while in the employ of the Company or a Subsidiary.


 


5.                                       Forfeiture of Shares.  The Restricted Shares shall be forfeited,
except as otherwise provided in Section 4 above, if the Grantee ceases to
be employed by the Company or a Subsidiary prior to the Restricted Shares
becoming nonforfeitable as provided above. 
In the event of forfeiture, the certificate(s), if any, representing the
Restricted Shares covered by this Agreement shall be cancelled.


 


6.                                       Dividend, Voting and Other Rights.  Except as otherwise provided herein, from and
after the Date of Grant, the Grantee shall have all of the rights of a
shareholder with respect to the Restricted Shares covered by this Agreement,
including the right to vote such Restricted Shares and receive any dividends
that may be paid thereon; provided, however, that any additional
Common Shares or other securities that the Grantee may become entitled to
receive pursuant to a stock dividend, issuance of rights or warrants, stock
split, combination of shares, recapitalization, merger, consolidation,
separation, or reorganization or any other change in the capital structure of
the Company shall be subject to the same restrictions as the Restricted Shares
covered by this Agreement.


 


7.                                       Retention of Stock Certificate(s) by the Company.  Certificates representing the Restricted
Shares granted hereunder, if any, will be held in custody by the Company
together with a stock power or stock powers endorsed in blank by the Grantee
with respect thereto, until those shares have become nonforfeitable in
accordance with Section 4.


 


8.                                       Compliance with Law.  The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Company shall not be
obligated to issue any Common Shares pursuant to this Agreement if the issuance
thereof would result in a violation of any such law.


 


9.                                       Taxes and Withholding.  To the extent that the Company or any
Subsidiary is required to withhold any federal, state, local or foreign tax in
connection with any delivery of Common Shares pursuant to this Agreement, and
the amounts available to the Company or such Subsidiary are insufficient, it
shall be a condition to the receipt of such delivery that the Grantee make
arrangements 


 


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satisfactory to the
Company or such Subsidiary for payment of the balance of such taxes required to
be withheld.  This tax withholding
obligation shall be satisfied by
the Company withholding Common Shares otherwise deliverable pursuant to this
award in order to satisfy the minimum tax withholding amount permissible under
the method that results in the least amount withheld.


 


10.                                 Continuous Employment.  For purposes of this Agreement, the
continuous employment of the Grantee with the Company or a Subsidiary shall not
be deemed to have been interrupted, and the Grantee shall not be deemed to have
ceased to be an employee of the Company or Subsidiary, by reason of the (i) transfer
of his or her employment among the Company and its Subsidiaries or (ii) a
leave of absence approved by the Board or the Committee.


 


11.                                 No Employment Contract. 
This award is a
voluntary, discretionary award being made on a one-time basis and it does not
constitute a commitment to make any future awards.  This award of Restricted Shares and any
payments made hereunder will not be considered salary or other compensation for
purposes of any severance pay or similar allowance, except as otherwise
required by law.  Nothing in this
Agreement will give the Grantee any right to continue employment with the
Company or any Subsidiary, as the case may be, or interfere in any way with the
right of the Company or a Subsidiary to terminate the employment of the
Grantee.


 


12.                                 Information.  Information
about the Grantee and the Grantee’s participation in the Plan may be collected,
recorded and held, used and disclosed for any purpose related to the
administration of the Plan.  The Grantee
understands that such processing of this information may need to be carried out
by the Company and its Subsidiaries and by third party administrators whether
such persons are located within the Grantee’s country or elsewhere, including
the United States of America.  The
Grantee consents to the processing of information relating to the Grantee and
the Grantee’s participation in the Plan in any one or more of the ways referred
to above.


 


13.                                 Relation to Plan.  This Agreement is subject to the terms and
conditions of the Plan.  In the event of
any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern.  All terms used herein
with initial capital letters and not otherwise defined herein that are defined
in the Plan shall have the meanings assigned to them in the Plan.  The Board acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided otherwise
herein, have the right to determine any questions which arise in connection
with the Restricted Shares.


 


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14.                                 Amendments.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is
applicable hereto; provided, however, that no amendment shall
adversely affect the rights of the Grantee under this Agreement without the
Grantee’s consent.


 


15.                                 Severability.  If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement
and the application of such provision in any other person or circumstances
shall not be affected, and the provisions so held to be invalid, unenforceable
or otherwise illegal shall be reformed to the extent (and only to the extent)
necessary to make it enforceable, valid and legal.


 


16.                                 Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of Ohio,
without giving effect to any principle of law that would result in the
application of the law of any other jurisdiction.


 


Executed
in the name and on behalf of the Company at Dayton, Ohio, as of the           day
of             ,         .


 


	
   

  	
  DPL Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


The
undersigned hereby acknowledges receipt of an executed original of this
Restricted Stock Agreement, together with a copy of the Plan, and accepts the
award of Restricted Shares granted hereunder on the terms and conditions set
forth herein and in the Plan.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee

  
					



 


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