WITHIN
30 DAYS OF THE DATE OF GRANT OF SUCH PERFORMANCE SHARES, PROVIDED THAT THE
ELECTION IS MADE AT LEAST TWELVE MONTHS IN ADVANCE OF THE EARLIEST DATE ON WHICH
THE PERFORMANCE SHARES COULD BE EARNED.
IF THE GRANTEE DOES NOT FILE AN
ELECTION FORM BY THE SPECIFIED DATE, HE OR SHE WILL RECEIVE THE PERFORMANCE
SHARES WHEN THEY OTHERWISE WOULD HAVE BEEN PAID PURSUANT TO ARTICLE VII.
SECTION 11.3
CREDITING TO ACCOUNTS.
IF A GRANTEE ELECTS TO DEFER RECEIPT OF
THE EARNED PERFORMANCE SHARES, THERE WILL BE CREDITED TO THE GRANTEE'S ACCOUNT
AS OF THE DAY SUCH COMMON SHARES UNDERLYING THE EARNED PERFORMANCE SHARES WOULD
HAVE BEEN PAID, A NUMBER OF DEFERRED UNITS (THE "DEFERRED UNITS") EQUAL TO THE
NUMBER OF COMMON SHARES THAT WOULD OTHERWISE HAVE BEEN DELIVERED TO THE GRANTEE
PURSUANT TO ARTICLE VII ON SUCH DATE.
THE DEFERRED UNITS CREDITED TO THE
GRANTEE'S ACCOUNT (PLUS ANY ADDITIONAL SHARES CREDITED PURSUANT TO SECTION 11.5
BELOW) WILL REPRESENT THE NUMBER OF COMMON SHARES THAT DPL WILL ISSUE TO THE
GRANTEE AT THE END OF THE DEFERRAL PERIOD.
ALL DEFERRED UNITS WILL BE 100%
VESTED AT ALL TIMES.
SECTION 11.4
DEFERRAL PERIOD.
THE DEFERRED UNITS WILL BE SUBJECT TO A DEFERRAL
PERIOD BEGINNING ON THE DATE OF CREDITING TO THE GRANTEE'S ACCOUNT AND ENDING
UPON SUCH PERIOD AS THE GRANTEE MAY HAVE ELECTED.
THE PERIOD OF DEFERRAL WILL
BE FOR A MINIMUM PERIOD OF ONE YEAR, EXCEPT IN THE CASE WHERE THE GRANTEE ELECTS
A DEFERRAL PERIOD DETERMINED BY REFERENCE TO HIS OR HER TERMINATION OF
EMPLOYMENT.
FOR PURPOSES OF THIS AGREEMENT, A GRANTEE'S TERMINATION OF
EMPLOYMENT SHALL BE THE GRANTEE'S SEPARATION FROM SERVICE WITH DPL WITHIN THE
MEANING OF SECTION 409A OF THE CODE (THE "SEPARATION FROM SERVICE").
THE
GRANTEE MAY ELECT PAYMENT IN A LUMP SUM OR PAYMENT IN EQUAL INSTALLMENTS.
THE
RIGHT TO THE SERIES OF INSTALLMENT PAYMENTS IS TO BE TREATED AS A RIGHT TO A
SERIES OF SEPARATE PAYMENTS AND NOT TO THE ENTITLEMENT TO A SINGLE PAYMENT.
5
The Grantee may change the period of deferral by filing a subsequent election
with DPL at least twelve months before the date of the previously elected
payment date and the newly elected payment date (or payment commencement date)
must be at least five years after the previously elected payment date (or the
previously elected payment commencement date); provided, however, that such
modification shall not be effective until at least twelve months after the date
on which such modification was made.
During the deferral period, the Grantee
will have no right to transfer any rights under his or her Deferred Units and
will have no other rights of ownership therein.
SECTION 11.5
DIVIDEND EQUIVALENTS.
THE GRANTEE'S ACCOUNT WILL BE CREDITED AS
OF THE LAST DAY OF EACH CALENDAR QUARTER WITH THAT NUMBER OF ADDITIONAL DEFERRED
UNITS EQUAL TO THE AMOUNT OF CASH DIVIDENDS PAID BY DPL DURING SUCH QUARTER ON
THE NUMBER OF COMMON SHARES EQUIVALENT TO THE NUMBER OF DEFERRED UNITS IN THE
GRANTEE'S