TERMINATION OF EMPLOYMENT AT
LEAST 15 CALENDAR DAYS PRIOR TO THE SPECIFIED DATE OF TERMINATION OF EMPLOYMENT.
(F)
ANY OTHER CONDUCT OR ACT DETERMINED TO BE INJURIOUS, DETRIMENTAL
OR PREJUDICIAL TO ANY SIGNIFICANT INTEREST OF THE COMPANY OR ANY SUBSIDIARY
UNLESS THE PARTICIPANT ACTED IN GOOD FAITH AND IN A MANNER HE OR SHE REASONABLY
BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE COMPANY.
SECTION 2.12.
"DIRECTOR" MEANS A MEMBER OF THE BOARD OF DIRECTORS OF THE
COMPANY.
SECTION 2.13.
"EVIDENCE OF AWARD" MEANS AN AGREEMENT, CERTIFICATE, RESOLUTION
OR OTHER TYPE OR FORM OF WRITING OR OTHER EVIDENCE APPROVED BY THE BOARD THAT
SETS FORTH THE TERMS AND CONDITIONS OF THE AWARDS GRANTED.
AN EVIDENCE OF AWARD
MAY BE IN AN ELECTRONIC MEDIUM, MAY BE LIMITED TO NOTATION ON THE BOOKS AND
RECORDS OF THE COMPANY AND, WITH THE APPROVAL OF THE BOARD, NEED NOT BE SIGNED
BY A REPRESENTATIVE OF THE COMPANY OR A PARTICIPANT.
SECTION 2.14.
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, AS SUCH LAW, RULES AND
REGULATIONS MAY BE AMENDED FROM TIME TO TIME.
SECTION 2.15.
"EXISTING PLAN" MEANS THE DPL INC. STOCK OPTION PLAN.
SECTION 2.16.
"FREE-STANDING APPRECIATION RIGHT" MEANS AN APPRECIATION RIGHT
GRANTED PURSUANT TO SECTION 4.2 OR SECTION 5.1 OF THIS PLAN THAT IS NOT GRANTED
IN TANDEM WITH AN OPTION RIGHT.
SECTION 2.17.
"INCENTIVE STOCK OPTIONS" MEANS OPTION RIGHTS THAT ARE INTENDED
TO QUALIFY AS "INCENTIVE STOCK OPTIONS" UNDER SECTION 422 OF THE CODE OR ANY
SUCCESSOR PROVISION.
SECTION 2.18.
"MANAGEMENT OBJECTIVES" MEANS THE MEASURABLE PERFORMANCE
OBJECTIVE OR OBJECTIVES ESTABLISHED PURSUANT TO THIS PLAN FOR PARTICIPANTS WHO
HAVE RECEIVED GRANTS OF PERFORMANCE SHARES OR PERFORMANCE UNITS OR, WHEN SO
DETERMINED BY THE BOARD, OPTION RIGHTS, APPRECIATION RIGHTS, RESTRICTED STOCK,
RESTRICTED STOCK UNITS, DIVIDEND CREDITS AND OTHER AWARDS PURSUANT TO THIS
PLAN.
MANAGEMENT OBJECTIVES
3
MAY BE DESCRIBED IN TERMS OF COMPANY-WIDE OBJECTIVES OR OBJECTIVES THAT ARE
RELATED TO THE PERFORMANCE OF THE INDIVIDUAL PARTICIPANT OR OF THE SUBSIDIARY,
DIVISION, DEPARTMENT, REGION OR FUNCTION WITHIN THE COMPANY OR SUBSIDIARY IN
WHICH THE PARTICIPANT IS EMPLOYED.
THE MANAGEMENT OBJECTIVES MAY BE MADE
RELATIVE TO THE PERFORMANCE OF OTHER COMPANIES.
THE MANAGEMENT OBJECTIVES
APPLICABLE TO ANY AWARD TO A COVERED EMPLOYEE WILL BE BASED ON SPECIFIED LEVELS
OF OR GROWTH IN ONE OR MORE OF THE FOLLOWING CRITERIA:
(A)
APPRECIATION IN VALUE OF SHARES;
(B)
TOTAL SHAREHOLDER RETURN;
(C)
EARNINGS PER SHARE;
(D)
OPERATING INCOME;
(E)
NET INCOME;
(F)
PRETAX EARNINGS;
(G)
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION;
(H)
PRO FORMA NET INCOME;
(I)
RETURN ON EQUITY;
(J)
RETURN ON DESIGNATED ASSETS;
(K)
RETURN ON CAPITAL;
(L)
ECONOMIC VALUE ADDED;
(M)
REVENUES;
(N)
EXPENSES;
(O)
OPERATING CASH FLOW;
(P)
FREE CASH FLOW;
(Q)
CASH FLOW RETURN ON INVESTMENT;
(R)
OPERATING MARGIN OR NET PROFIT MARGIN; OR
(S)
ANY OF THE ABOVE CRITERIA AS COMPARED TO THE PERFORMANCE OF A
PUBLISHED OR A SPECIAL INDEX DEEMED APPLICABLE BY THE