2.28.
"PERFORMANCE SHARE" MEANS A BOOKKEEPING ENTRY THAT RECORDS THE
EQUIVALENT OF ONE COMMON SHARE AWARDED PURSUANT TO SECTION 4.5 OF THIS PLAN.
SECTION 2.29.
"PERFORMANCE UNIT" MEANS A BOOKKEEPING ENTRY AWARDED PURSUANT TO
SECTION 4.5 OF THIS PLAN THAT RECORDS A UNIT EQUIVALENT TO $1.00 OR SUCH OTHER
VALUE AS IS DETERMINED BY THE BOARD.
SECTION 2.30.
"PERSON" HAS THE MEANING SET FORTH IN SECTION 10.1 HEREOF.
SECTION 2.31.
"PLAN" MEANS THIS DPL INC. 2006 EQUITY AND PERFORMANCE INCENTIVE
PLAN, AS MAY BE AMENDED FROM TIME TO TIME.
SECTION 2.32.
"RESTRICTED STOCK" MEANS COMMON SHARES GRANTED OR SOLD PURSUANT
TO SECTION 4.3 OR SECTION 5.1 OF THIS PLAN AS TO WHICH NEITHER THE SUBSTANTIAL
RISK OF FORFEITURE NOR THE PROHIBITION ON TRANSFERS HAS EXPIRED.
SECTION 2.33.
"RESTRICTION PERIOD" MEANS THE PERIOD OF TIME DURING WHICH
RESTRICTED STOCK UNITS ARE SUBJECT TO RESTRICTIONS.
SECTION 2.34.
"RESTRICTED STOCK UNIT" MEANS AN AWARD MADE PURSUANT TO
SECTION 4.4 OR SECTION 5.1 OF THIS PLAN OF THE RIGHT TO RECEIVE COMMON SHARES OR
CASH AT THE END OF A SPECIFIED PERIOD.
SECTION 2.35.
"SPREAD" MEANS THE EXCESS OF THE MARKET VALUE PER SHARE ON THE
DATE WHEN AN APPRECIATION RIGHT IS EXERCISED OVER THE OPTION PRICE OR BASE PRICE
PROVIDED FOR IN THE RELATED OPTION RIGHT OR FREE-STANDING APPRECIATION RIGHT,
RESPECTIVELY.
SECTION 2.36.
"SUBSIDIARY" MEANS A CORPORATION, COMPANY OR OTHER ENTITY
(I) MORE THAN 50 PERCENT OF WHOSE OUTSTANDING SHARES OR SECURITIES (REPRESENTING
THE RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR OTHER MANAGING AUTHORITY)
ARE, OR (II) WHICH DOES NOT HAVE OUTSTANDING SHARES OR SECURITIES (AS MAY BE THE
CASE IN A PARTNERSHIP, JOINT VENTURE OR UNINCORPORATED ASSOCIATION), BUT MORE
THAN 50 PERCENT OF WHOSE OWNERSHIP INTEREST REPRESENTING THE RIGHT GENERALLY TO
MAKE DECISIONS FOR SUCH OTHER ENTITY IS, NOW OR HEREAFTER, OWNED OR CONTROLLED,
DIRECTLY OR INDIRECTLY, BY THE COMPANY EXCEPT THAT FOR PURPOSES OF DETERMINING
WHETHER ANY PERSON MAY BE A PARTICIPANT FOR PURPOSES OF ANY GRANT OF INCENTIVE
STOCK OPTIONS, "SUBSIDIARY" MEANS ANY CORPORATION IN WHICH AT THE TIME THE
COMPANY OWNS OR CONTROLS, DIRECTLY OR INDIRECTLY, MORE THAN 50 PERCENT OF THE
TOTAL COMBINED VOTING POWER REPRESENTED BY ALL CLASSES OF STOCK ISSUED BY SUCH
CORPORATION.
SECTION 2.37.
"SUCCESSORS" HAS THE MEANING SET FORTH IN SECTION 10.1 HEREOF.
6
SECTION 2.38.
"TANDEM APPRECIATION RIGHT" MEANS AN APPRECIATION RIGHT GRANTED
PURSUANT TO SECTION 4.2 OR SECTION 5.1 OF THIS PLAN THAT IS GRANTED IN TANDEM
WITH AN OPTION RIGHT.
SECTION 2.39.
"VOTING STOCK" MEANS SECURITIES ENTITLED TO VOTE GENERALLY IN THE
ELECTION OF DIRECTORS.
ARTICLE III - SHARES
SECTION 3.1.
SHARES AVAILABLE UNDER THE PLAN.
(A)
SUBJECT TO ADJUSTMENT AS PROVIDED IN SECTION 7.2 OF THIS PLAN, THE
NUMBER OF COMMON SHARES THAT MAY BE ISSUED OR TRANSFERRED (I) UPON THE EXERCISE
OF OPTION RIGHTS OR APPRECIATION RIGHTS, (II) AS RESTRICTED STOCK AND RELEASED
FROM SUBSTANTIAL RISKS OF FORFEITURE THEREOF, (III) AS RESTRICTED STOCK UNITS,
(IV) IN PAYMENT OF PERFORMANCE SHARES OR PERFORMANCE UNITS THAT HAVE BEEN