THE INTERMEDIATE
LEVEL, BUT IS LESS THAN THE MAXIMUM LEVEL, AS SET FORTH IN THE PERFORMANCE
MATRIX CONTAINED IN THE STATEMENT OF PERFORMANCE GOALS THE TARGET PERFORMANCE
SHARES SHALL BECOME EARNED BASED ON PERFORMANCE DURING THE PERFORMANCE PERIOD,
AS DETERMINED BY MATHEMATICAL INTERPOLATION BETWEEN 150% OF THE TARGETED
PERFORMANCE SHARES AND 200% OF THE TARGETED PERFORMANCE SHARES.
SECTION 2.5
EQUALS OR EXCEEDS MAXIMUM.
IF, UPON THE CONCLUSION OF THE
PERFORMANCE PERIOD, TSR RELATIVE TO PEERS FOR THE PERFORMANCE PERIOD EQUALS OR
EXCEEDS THE MAXIMUM LEVEL, AS SET FORTH IN THE PERFORMANCE MATRIX CONTAINED IN
THE STATEMENT OF PERFORMANCE GOALS, 200% OF THE TARGET PERFORMANCE SHARES SHALL
BECOME EARNED.
SECTION 2.6
CONDITIONS; DETERMINATION OF EARNED AWARD.
EXCEPT AS OTHERWISE
PROVIDED HEREIN, THE GRANTEE'S RIGHT TO RECEIVE ANY PERFORMANCE SHARES IS
CONTINGENT UPON HIS OR HER REMAINING IN THE CONTINUOUS EMPLOY OF DPL OR A
SUBSIDIARY THROUGH THE END OF THE PERFORMANCE PERIOD.
FOR PURPOSES OF THIS
AGREEMENT, THE CONTINUOUS EMPLOY OF THE GRANTEE SHALL NOT BE CONSIDERED
INTERRUPTED OR TERMINATED IN THE CASE OF SICK LEAVE, MILITARY LEAVE OR ANY OTHER
LEAVE OF ABSENCE APPROVED BY DPL OR IN THE CASE OF TRANSFERS BETWEEN LOCATIONS
OF DPL AND ITS SUBSIDIARIES.
FOLLOWING THE PERFORMANCE PERIOD, THE COMMITTEE
(OR THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS) SHALL DETERMINE WHETHER
AND TO WHAT EXTENT THE GOALS RELATING TO TSR RELATIVE TO PEERS HAVE BEEN
SATISFIED FOR THE PERFORMANCE PERIOD AND SHALL DETERMINE THE NUMBER OF
PERFORMANCE SHARES THAT SHALL HAVE BECOME EARNED HEREUNDER.
ARTICLE III - CHANGE OF CONTROL
If a Change of Control (as defined in the Plan) occurs during the Performance
Period, but before the payment of any performance shares as set forth in
Article VII below, DPL shall pay to the Grantee, as soon as practicable
following the Change of
2
Control, a pro rata number of the Target Performance Shares based on the number
of full months that have elapsed during the Performance Period prior to the
Change of Control and the remaining performance shares will be forfeited;
provided, however, if the event triggering the right to payment under this
Article III does not constitute a permitted distribution event under
Section 409A(a)(2) of the Code, then notwithstanding anything in Article III or
VII to the contrary, issuance of the Common Shares will be made, to the extent
necessary to comply with Section 409A of the Code, to the Grantee on the earlier
of (a) the Grantee's "separation from service" with DPL (determined in
accordance with Section 409A); and further provided, that if the Grantee is a
"specified employee" (within the meaning of Section 409A), the Grantee's date of
issuance of the Common Shares shall be the date that is the first day of the
seventh month after the date of the Grantee's separation of service with DPL;
(b) the date the payment would otherwise occur under this Agreement (to the
extent it constitutes a permitted distribution event); or (c) the Grantee's
death.
ARTICLE IV
- DISABILITY OR DEATH