Common use of Termination Following Change of Control Clause in Contracts

Termination Following Change of Control. A. If any of the events described in paragraph 2 constituting a Change of Control shall have occurred, then upon any subsequent termination of your employment at any time within thirty-six months following the occurrence of any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i) by the Company because of your Disability or for Cause; (ii) by you without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year period. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of (a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six twelve (12) months following of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal, or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason" (as defined below) following a "change of control" (as defined below), then in any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i1) by the Company because shall at the election of your Disability or for Cause; Employee either (iix) by you without Good Reason, except that if no Change continue to pay Employee his then effective Base Salary under Section 1.01 hereof through the later of Control has occurred other than (A) the commencement expiration of a tender offer the initial term hereof or the entering into renewal term then in effect, as the case may be, (B) that date which is twelve (12) months after the severance of an agreement referred to employment described in item (ii) this Section 5.04 or (iii) of paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (aC) the event constituting date on which the Change Non-Competition Period expires or (y) pay Employee, within forty-five (45) days of Control is only the commencement severance of employment described in this Section 5.04, a tender offer lump-sum payment equal to (without discounting to present value) his then effective Base Salary under Section 1.01 hereof through the later of (A) the expiration of the initial term or the entering into renewal term then in effect, as the case may be, (B) that date which is twelve (12) months after the severance of an agreement referred to employment described in item (ii) this Section 5.04 or (iii) of paragraph 2 above, (bC) the tender offer or agreement is abandoned or terminateddate on which the Non-Competition Period expires, and (c2) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control all outstanding stock options and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment other incentive awards held by Employee shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year periodbecome fully vested and exercisable. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of (a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (I) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a tmaterial breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i1) by the Company because shall at the election of your Disability or for Cause; Employee either (iix) by you continue to pay Employee his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect (without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred giving effect to in item (iiany further extensions thereof under Article II hereof) or (iiiy) pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and exercisable. In addition, regardless of the election made by Employee pursuant to paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii4.6(a)(1)(x) or (iiiy) of paragraph 2 above, (b) Company shall continue all benefits under Section 3.3 hereof, through the tender offer or agreement is abandoned or terminated, and (c) a majority expiration of the Original Directors and/or their Successors (as defined three-year term then in paragraph 2 above) of DPL Inc. determine that effect, to the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice extent continuation of such determination, then, as to that particular event only, a subsequent termination of your employment will benefits is not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year periodprohibited by applicable state and/or federal law. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of a "change of control" (as defined below) cease to be an employee of the Employer (or its successor), by reason of (i) termination by the Employer (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Employer through the misappropriation of funds or property of the Employer or its subsidiaries, or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) If the Employer is merged or acquires a Employer in a field outside of the current product alignment, you the Employer and Employee could consider the assignment of existing product lines and technology to Employee or Employee's assignee as part of or in lieu of the value of the settlement severance pay highlighted above; (2) The Employer shall at the election of Employee either continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Sections 3.2 and 3.3 hereof through the expiration of the term of this Agreement or pay the Employee, within 45 days of the severance of employment described in this Section 4.6, a lump sum payment equal to (without discounting present value) his then effective base salary under Section 3.1 and 3.2 hereof and all benefits under Section 3.3 hereof through the expiration of the term of this Agreement; (3) the Employer shall provide the continued benefit coverage described in Section 4.1 in the event of the Employee's termination by the Employer without cause; and (4) Certain outstanding stock options held by Employee, if any, shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. b) If, an election is made by Employee under paragraph (a) above, Employee shall be entitled to an additional payment, to the benefits extent all payments to Employee (whether pursuant to the Agreement or any other agreement whatsoever) in connection with a change of control as defined in Section 4.6 do not exceed, in the aggregate, the maximum amount that could be paid to Employee, without triggering an excess parachute payment under Section 280G(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the resulting excise tax under Section 4999 of the Code, including any tax liability which may accrue to Employee in connection with the Employer's payment of the excise tax (referred to herein as the "maximum payment amount"), equal to an amount which, when added to the amounts payable to the Employee under paragraph (a) equals the maximum payment outs; it being the 4express intention of the parties that the Employee in all cases (whether through this Agreement or any other agreement whatsoever) receive the maximum payment amount in connection with a change in control without creating an excess parachute payment. If such a payment is required under this paragraph (b) in addition to the amounts set forth in paragraph 5(a) above, unless it shall be paid at the time and in the manner elected by the Employee under paragraph (a)(1). Employee must make his election under paragraph (a)(1) by giving the Employer written notice thereof within 30 days after the severance of employment described in this Section 4.6. If Employee does not make such termination isan election within the 30-day period, he will be deemed to have elected to receive the lump sum payment described in paragraph (a)(l)(y) above. c) In determining the amount to be paid to Employee under this Section 4.6, as well as the limitation determined under Section 280G of the Code (i) by no portion of the Company because total payments which Employee has waived in writing prior to the date of your Disability or for Cause; the payment of benefits under this Agreement will be taken into account, (ii) no portion of the total payments which nationally recognized tax counsel (whether through consultation or retention of any actuary consultant or other expert), selected by you without Good Reasonthe Employer's independent auditors and acceptable to Employee, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement (referred to herein as "Tax Counsel") determines not to constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code will be taken into account, (iii) no portion of the total payments which Tax Counsel determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code will be taken into account, and (iv) the value of any non-cash benefit or any deferred payment or benefit included in item the total payments will be determined by the Employer's independent auditors in accordance with Sections 280G(d)(3) and (iv) of the Code. d) As used in this Section, voluntary termination by Employee "for good reason upon change of control" shall mean (i) removal of Employee from the offices Employee holds on the date of this Agreement, (ii) a material reduction in Employee's authority or responsibility, including, without limitation, involuntary removal from the Board of Directors, (iii) relocation of paragraph 2 by you for any reason; or the Employer's headquarters from its then current location, (iiiiv) because a involuntary reduction in Employee compensation without the approval of your death. Notwithstanding the foregoing sentence and any other provision herein to the contraryEmployee, if or (av) the event constituting the Change Employer otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to this Agreement. e) As used in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination "change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control" shall be deemed to have occurred within thirty-six months following if (i) any "Person" (as such term is used in Sections 12(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes a Change of Control if a Notice of Termination "beneficial owner" (as defined in paragraph 4Rule 12d-3 under the Exchange Act), directly or indirectly, of securities of the Employer representing more than 30% of the combined voting power of the Employer's then outstanding securities, or (ii) at any time during the 24 month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such transactions, at least a majority of the Employer's Board of Directors shall cease to consist of "continuing directors" (meaning directors of the Employer who either were directors prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Employer's stockholders, was approved by a vote of a least two-thirds of the directors then still in office who were directors prior to such transaction), or (iii) the stockholders of the Employer approve a merger or consolidation of the Employer with respect any other corporation, other than a merger or consolidation that would result in the voting securities of the Employer outstanding immediately prior thereto is given within continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the total voting power represented by the voting securities of the Employer or such three year periodsurviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Employer approve a plan for complete liquidation of the Employer or an agreement of sale or disposition by the Employer of all or substantially all of the Employer's assets. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of Employee's active full-time employment with the events described in paragraph 2 constituting Company terminates within one hundred eighty (180) days after a Change of Control shall have occurredControl, then upon any subsequent termination of your employment at any time within thirty-six months following either voluntary or involuntary, whether by the occurrence of any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination isCompany or Employee: (i) The Company shall pay the Employee on the date of such termination, in consideration for consulting services for the following twenty-four (24) months to be provided by the Employee, an amount equal to the difference between (A) $5 million and (B) the per share value of the Company's common stock at the closing of the event which is the culmination of the transaction(s) resulting from the Change of Control minus the exercise price per share of each stock option granted by the Company because to the Employee pursuant to Section 14 below multiplied by the number of your Disability or for Cause;shares of the Company's common stock underlying each such stock option granted by the Company to the Employee pursuant to Section 14 below; provided, however, that, in the event that the amount determined in accordance with this Section 13(b)(i) is negative, the Company shall not owe any payment to the Employee pursuant to this Section 13(b)(i); and (ii) The Company shall pay the Employee a one (1) time payment in the amount of the product of (A) three (3) times (B) the sum of the amount of salary and bonus earned by you without Good Reasonthe Employee pursuant to Section 2 hereof (or under a prior Employment Agreement, except in the event that if no this Agreement shall not have been in effect for a full two-year period) during each of the two (2) years immediately prior to the date of the Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred to divided by two (2), payable in item one lump sum within five (ii5) or (iii) of paragraph 2 by you for any reasonbusiness days following termination; orand (iii) because of your death. Notwithstanding During the foregoing sentence and any other provision herein to two (2) year period immediately following the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority date of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year period. B. As used in this agreementemployment, the terms “Disability”, “Cause” Company shall provide medical and “Good Reason” shall have the meaning set forth below:other insurance benefits then provided to Employee pursuant to Section 7 hereof.

Termination Following Change of Control. A. If any of a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause' (following a change of control, "cause shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property, or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) If the Company is merged or acquires a company in a field outside of the current product alignment, you the Company and Employee could consider the assignment of existing product lines and technology to Employee or Employee's assignee as part of or in lieu of the value of the settlement severance pay highlighted above. (2) The Company shall at the election of Employee either continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Sections 3.3 and 3.4 hereof through the expiration of the term described then in effect (without giving effect to any further extensions thereof under Article II hereof) or (y) pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump sum payment equal to (without discounting present value) his then effective base salary under Section 3.1 and 3.3 hereof and all benefits under Section 3.4 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof). (3) the Company shall provide the continued benefit coverage described in Section 4.1 in the event of the Employee's termination by the Company without cause, and (4) Certain outstanding stock options held by Employee, if any, shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the form of which is attached hereto as Exhibit A. b) If, an election is made by Employee under paragraph (a) above, Employee shall be entitled to an additional payment, to the benefits extent all payments to Employee (whether pursuant to the Agreement or any other agreement whatsoever) in connection with a change of control as defined in the Section 4.6 exceed in the aggregate, the maximum amount that could be paid to Employee, triggering an excess parachute payment under Section 280(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to cover Employee owing any excise tax under Section 4999 of the Code, (referred to herein as the "maximum payment amount") equal to an amount to cover all excise tax liability which may accrue to Employee, including any tax liability which may accrue to Employee in connection with the Company's payment of the excise tax. If such a payment is required under this paragraph (b) in addition to the amounts set forth in paragraph 5(a) above, unless it shall be paid at the time and in the manner elected by the Employee under paragraph (a) (1). Employee must make his election under paragraph (a)(1) by giving the Company written notice thereof within 30 days after the severance of employment described in this Section 4.6. If Employee does not make such termination isan election within the 30-day period, he will be deemed to have elected to receive the lump sum payment described in paragraph (a)(l)(y) above. c) In determining the amount to be paid to Employee under this Section 4.6, as well as the limitation determined under Section 280G of the Code (i) by no portion of the Company because total payments which Employee has waived in writing prior to the date of your Disability or for Cause; the payment of benefits under this Agreement will be taken into account, (ii) no portion of the total payments which nationally recognized tax counsel (whether through consultation or retention of any actuary consultant or other expert), selected by you without Good Reasonthe Company's independent auditors and acceptable to Employee, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement (referred to herein as "Tax Counsel") determines not to constitute a "parachute payment", (iii) no portion of the total payments which Tax Counsel determines to be reasonable compensation for services rendered within the meaning of Section 280G(b)(4) of the Code will be taken into account, and (iv) the value of any non-cash benefit or any deferred payment or benefit included in item the total payments will be determined by the Company's independent auditors in accordance with Sections 280G(d)(3) and (iv) of the Code. d) As used in this Section, voluntary termination by Employee "for good reason upon change of control" shall mean (i) removal of Employee from the offices Employee holds on the date of this Agreement, (ii) a material reduction in Employee's authority or responsibility, including, without limitation, involuntary removal from the Board of Directors, (iii) relocation of paragraph 2 by you for any reason; or the Company's headquarters from its then current location, (iiiiv) because a involuntary reduction in Employee compensation without the approval of your death. Notwithstanding the foregoing sentence and any other provision herein to the contraryEmployee, if or (av) the event constituting the Change Company otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to this Agreement. e) As used in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination "change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control" shall be deemed to have occurred within thirty-six months following if (i) any "Person" (as such term is used in Sections 12(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes a Change of Control if a Notice of Termination "beneficial owner" (as defined in paragraph 4Rule 12d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company's then outstanding securities, or (ii) at any time during the 24 month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such transactions, at least a majority of the Company's Board of Directors shall cease to consist of "continuing directors" (meaning directors of the Company who either were directors prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Company's stockholders, was approved by a vote of a least two-thirds of the directors then still in office who were directors prior to such transaction), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with respect any other corporation, other than a merger or consolidation that would result in. the voting securities of the Company outstanding immediately prior thereto is given within continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the total voting power represented by the voting securities of the Company or such three year periodsurviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan for complete liquidation of the Company or an agreement of sale or disposition by the Company of all or substantially all of the Company's assets. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of A) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following the occurrence of any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i) by the Company because of your Disability or for Cause; (ii) by you without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change "change of Control if a Notice of Termination control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause' (following a change of control, "cause shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property, or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in paragraph any such event, (1) If the Company is merged or acquires a company in a field outside of the current product alignment, the Company and Employee could consider the assignment of existing product lines and technology to Employee or Employee's assignee as part of or in lieu of the value of the settlement severance pay highlighted above. (2) The Company shall at the election of Employee either continue to pay Employee his then effective base salary under Section 3.1 hereof and all benefits under Sections 3.3 and 3.4 hereof through the expiration of the term described then in effect (without giving effect to any further extensions thereof under Article II hereof) or (y) pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump sum payment equal to (without discounting present value) his then effective base salary under Section 3.1 and 3.3 hereof and all benefits under Section 3.4 hereof through the expiration of the three-year term then in effect (without giving effect to any further extensions thereof under Article II hereof). (3) the Company shall provide the continued benefit coverage described in Section 4.1 in the event of the Employee's termination by the Company without cause, and (4) with respect thereto is given within such three year period. B. As used in this agreementCertain outstanding stock options held by Employee, if any, shall become fully vested and exercisable pursuant to the Agreement Regarding Vesting of Stock Options, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:form of which is attached hereto as Exhibit A.

Termination Following Change of Control. A. If any of (a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (I) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i1) by the Company because shall at the election of your Disability or for Cause; Employee either (iix) by you continue to pay Employee his then effective base salary under Section 3.1 hereof through the expiration of the two-year term then in effect (without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred giving effect to in item (iiany further extensions thereof under Article II hereof) or (iiiy) pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) his then effective base salary under Section 3.1 hereof through the expiration of the two-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and exercisable. In addition, regardless of the election made by Employee pursuant to paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii4.6(a)(1)(x) or (iiiy) of paragraph 2 above, (b) Company shall continue all benefits under Section 3.3 hereof, through the tender offer or agreement is abandoned or terminated, and (c) a majority expiration of the Original Directors and/or their Successors (as defined two-year term then in paragraph 2 above) of DPL Inc. determine that effect, to the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice extent continuation of such determination, then, as to that particular event only, a subsequent termination of your employment will benefits is not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year periodprohibited by applicable state and/or federal law. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of any such eventa "change of control" (as defined below) cease to be an employee of the Company (or its successor), you shall be entitled to the benefits set forth in paragraph 5, unless such termination is by reason of (i) termination by the Company because (or its successor) other than for "cause" (following a change of your Disability control, "cause" shall be limited to the conviction or for Cause; a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of the Company funds or property or (ii) voluntary termination by you Employee for "good reason upon change of control" (as defined below), then (a) in the event of termination pursuant to Section 4.4(ii) above, the Company shall pay Employee, within 15 days of the effective date of such termination, a lump-sum payment equal to (without Good Reasondiscounting to present value) one times his then effective annual base salary, except that if no Change or (b) in the event of Control has occurred other than termination pursuant to Section 4.4(i) above, the commencement Company shall pay Employee, within 15 days of such termination, a tender offer or lump-sum payment equal to his base salary under Section 3.1 hereof for the entering into remaining portion of an agreement referred his 24-month term of employment pursuant to this Agreement. As used in item this Section, voluntary termination by the Employee for "good reason upon change of control" shall mean (i) removal of the Employee from the office the Employee holds on the date of this Agreement, (ii) a material reduction in the Employee's authority or responsibility, (iii) relocation of paragraph 2 by you for any reason; or CommSoft's headquarters from the Capixxx Xxxxxx (iiiXxxxxx, Xxx Xxxx xxxx), (xv) because of your death. Notwithstanding a reduction in the foregoing sentence and any other provision herein to the contrary, if Employee's compensation or (av) the event constituting the Change Company otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to this Agreement. As used in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination "change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control" shall be deemed to have occurred within thirty-six months following if (i)(a) any "Person" (as such term is used in Sections 13(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes a Change of Control if a Notice of Termination "beneficial owner" (as defined in paragraph 4Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company's then outstanding securities, or (ii) with respect at any time during the 24-month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such transactions, at least a majority of the Company's Board of Directors shall cease to consist of "continuing directors" (meaning directors of the Company who either were directors at or prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two thirds of the directors then still in office who were directors prior to such transaction), or (iii) the stockholders of the Company approve a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto is given within continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the total voting power represented by the voting securities of the Company or such three year period. B. As used surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement of sale or disposition by the Company of all or substantially all of the Company's assets. The Company shall pay any attorney's fees incurred by the Employee in this agreement, reasonably seeking to enforce the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:of this Section.

Termination Following Change of Control. A. If any of (a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 24 months following of the occurrence of a “change of control” (as defined below), cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for “cause”, (following a change of control, “cause” shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal, or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for “good reason upon change of control” (as defined below), then in any such event, you (1) the Company shall be entitled pay Employee, within 30 days of the severance of employment described in this Section 4.6, an amount equal to all compensation and benefits payable under Article III hereof for a period of twenty-four (24) months, to the extent continuation of such compensation and benefits set forth is not prohibited by applicable state and/or federal law, and (2) immediately prior to the effective date of such termination, all outstanding stock options held by Employee, not already vested and exercisable, shall become fully vested and exercisable by Employee for the remainder of the exercise period established under the option agreement or two (2) years following the date of termination, whichever occurs later. (b) As used in paragraph 5this Section, unless such voluntary termination is by Employee for “good reason upon change of control” shall mean (i) by removal of Employee from the Company because offices and responsibilities Employee holds on the date of your Disability or for Cause; this Agreement, (ii) by you a material reduction in Employee’s authority or responsibility, including, without Good Reasonlimitation, except that if no Change involuntary removal from the Board of Control has occurred other than Directors, including the commencement Board of a tender offer or the entering into Directors of an agreement referred to in item (ii) investee, subsidiary or affiliate of the Company, (iii) relocation of paragraph 2 by you for any reason; or the Employee’s office location from Bexar County, Texas, (iiiiv) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if a reduction in Employee’s then effective base salary under Section 3.1 or (av) the event constituting the Change Company otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and this Agreement. (c) a majority of the Original Directors and/or their Successors (as defined As used in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination “change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control” shall be deemed to have occurred within thirty-six months following if (i) any “Person” (as such term is used in Sections 13(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes a Change of Control if a Notice of Termination “beneficial owner” (as defined in paragraph 4Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities, or (ii) at any time during the 24-month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such transactions, at least a majority of the Company’s Board of Directors shall cease to consist of “continuing directors” (meaning directors of the Company who either were directors prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two thirds of the directors then still in office who were directors prior to such transaction), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with respect any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto is given within continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the total voting power represented by the voting securities of the Company or such three year periodsurviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement of sale or disposition by the Company of all or substantially all of the Company’s assets. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of a) Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of a "change of control" (as defined below) cease to be~ an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) If the Company is merged or acquires a company in a field outside of the current product alignment, you the Company and Employee could consider the assignment of existing product lines and technology to Employee or Employee's assignee as part of or in lieu of the value of the settlement severance pay highlighted above. (2) The Company shall be entitled at the election of Employee either continue to pay Employee his then effective base salary, under Section 3.1 hereof and all benefits under Sections 3.3 hereof through the benefits set forth expiration of the term described then in paragraph 5effect or (y) pay Employee, unless such within 45 days of the severance of employment described in this Section 4.6, a lump sum payment equal to (without discounting present value) his then effective base salary under Section 3.1 hereof through the expiration of the three-year term then in effect. b) As used in this Section, voluntary termination is by Employee "for good reason upon change of control" shall mean (i) by removal of Employee from the Company because offices Employee holds on the date of your Disability or for Cause; this Agreement, (ii) by you a material reduction in Employee's authority or responsibility, including, without Good Reasonlimitation, except that if no Change involuntary removal from the Board of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or Directors, (iii) relocation of paragraph 2 by you for any reason; or the. Company's headquarters from its then current location, (iiiiv) because a involuntary reduction in Employee compensation without the approval of your death. Notwithstanding the foregoing sentence and any other provision herein to the contraryEmployee, if or (av) the event constituting the Change Company otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (this Agreement. c) a majority of the Original Directors and/or their Successors (as defined As used in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination "change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control" shall be deemed to have occurred within thirty-six months following if (i) any "'Person" (as such term is used in Sections 12(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes a Change of Control if a Notice of Termination "beneficial owner" (as defined in paragraph 4Rule 12d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities, or (ii) at any time during the 24 month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such transactions, at least a majority of the Company's Board of Directors shall cease to consist of "continuing directors" (meaning directors of the Company who either were directors prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Company's stockholders, was approved by a vote of a least two-thirds of the directors then still in office who were directors prior to such transaction), or (iii) the stockholders of the Company approve a merger or consolidation of the Company with respect any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto is given within continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the total voting power represented by the voting securities :of the Company or such three year periodsurviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan for complete liquidation of the Company or an agreement of sale or disposition by the Company of all or substantially all of the Company's assets. B. As used in this agreement, the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:

Termination Following Change of Control. A. If any of the events described in paragraph 2 constituting a Change of Control shall have occurred, then upon any subsequent termination of your employment at any time within thirty-six months following the occurrence of any such event, you shall be entitled to the benefits set forth in paragraph 5, unless such termination is (i) by the Company because of your Disability or for Cause; (ii) by you without Good Reason, except that if no Change of Control has occurred other than the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 by you for any reason; or (iii) because of your death. Notwithstanding the foregoing sentence and any other provision herein to the contrary, if (a) the event constituting the Change of Control is only the commencement of a tender offer or the entering into of an agreement referred to in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event only, a subsequent termination of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreementLetter Agreement, termination of your employment shall be deemed to have occurred within thirty-six months following the occurrence of a Change of Control if a Notice of Termination (as defined in paragraph 4) with respect thereto is given within such three year period. B. As used in this agreementLetter Agreement, the terms “"Disability”", “"Cause” " and “"Good Reason” " shall have the meaning set forth below:

Termination Following Change of Control. A. If any of Notwithstanding anything to the events described in paragraph 2 constituting a Change of Control shall have occurredcontrary contained herein, then upon any subsequent termination of your employment should Employee at any time within thirty-six 12 months following of the occurrence of any such eventa "change of control" (as defined below) cease to be an employee of the Company (or its successor), you shall be entitled to the benefits set forth in paragraph 5, unless such termination is by reason of (i) termination by the Company because (or its successor) other than for "cause" (following a change of your Disability control, "cause" shall be limited to the conviction or for Cause; a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of the Company funds or property or (ii) voluntary termination by you Employee for "good reason upon change of control" (as defined below), then (a) in the event of termination pursuant to Section 4.4(ii) above, the Company shall pay Employee, within 15 days of the effective date of such termination, a lump-sum payment equal to (without Good Reasondiscounting to present value) one times his then effective annual base salary, except that if no Change or (b) in the event of Control has occurred other than termination pursuant to Section 4.4(i) above, the commencement Company shall pay Employee, within 15 days of such termination, a tender offer or lump-sum payment equal to his base salary under Section 3.1 hereof for the entering into remaining portion of an agreement referred his 36-month term of employment pursuant to this Agreement. As used in item this Section, voluntary termination by the Employee for "good reason upon change of control" shall mean (i) removal of the Employee from the office the Employee holds on the date of this Agreement, (ii) a material reduction in the Employee's authority or responsibility, (iii) relocation of paragraph 2 by you for any reason; or the Company's headquarters from its then current location, (iiiiv) because of your death. Notwithstanding a reduction in the foregoing sentence and any other provision herein to the contrary, if Employee's compensation or (av) the event constituting the Change Company otherwise commits a breach of Control is only the commencement of a tender offer or the entering into of an agreement referred to this Agreement. As used in item (ii) or (iii) of paragraph 2 above, (b) the tender offer or agreement is abandoned or terminated, and (c) a majority of the Original Directors and/or their Successors (as defined in paragraph 2 above) of DPL Inc. determine that the tender offer or agreement will not effectuate or otherwise result in a subsequent Change of Control and gives you written notice of such determination, then, as to that particular event onlythis Agreement, a subsequent termination "change of your employment will not entitle you to the benefits set forth in paragraph 5. For purposes of this agreement, termination of your employment control" shall be deemed to have occurred within thirty-six months following if (i)(a) any "Person" (as such term is used in Sections 13(d) and 14(d) of the occurrence Securities Exchange Act of 1934, as amended (the "Exchange Act"), is or becomes a Change of Control if a Notice of Termination "beneficial owner" (as defined in paragraph 4Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company's then outstanding securities, or (ii) with respect thereto is given within at any time during the 24-month period after a tender offer, merger, consolidation, sale of assets or contested election, or any combination of such three year period. B. As used transactions, at least a majority of the Company's Board of Directors shall cease to consist of "continuing directors" (meaning directors of the Company who either were directors at or prior to such transaction or who subsequently became directors and whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least two thirds of the directors then still in this agreementoffice who were directors prior to such transaction), or (iii) the stockholders of the Company approve a merger or consolidation that The Company shall pay any attorney's fees incurred by the Employee in reasonably seeking to enforce the terms “Disability”, “Cause” and “Good Reason” shall have the meaning set forth below:of this Section.