This excerpt taken from the DPL DEF 14A filed Mar 17, 2006.
Long-Term Incentive Compensation
Long-term incentive awards are used to link executive rewards to the Companys longer-term performance and to the level of shareholder returns created. The primary long-term incentive vehicle used in 2005 was a three-year performance plan based on the Companys total return to shareholders relative to the S&P Utility Index.
In addition, certain executives also received payouts in 2005 from the Companys Management Stock Incentive Plan as grants made in earlier years vested. No new grants have been made under this program in recent years.
As part of the review of executive compensation conducted by the Committees outside consultant, the long-term incentive opportunities provided to executives were compared to those of other utilities. This analysis showed that the opportunities were generally below market median levels. The Committees goal is to emphasize the Companys longer-term performance by linking a larger portion of each executives total compensation opportunity to the Companys performance over the long-term, with less emphasis on pay linked to annual results.