AMENDMENT TO PERFORMANCE SHARE AGREEMENT
Exhibit 10.1.3
AMENDMENT
TO
THIS AMENDMENT TO PERFORMANCE SHARE
AGREEMENT dated as of May 5, 2009, and entered into in duplicate by and between
GREAT PLAINS ENERGY
INCORPORATED (the “Company”) and _____________________________ (the
“Grantee”), amends that Performance Share Agreement dated May 6, 2008 (the
"Original Agreement") between the Company and the Grantee.
WHEREAS,
all capitalized terms used herein shall have the meanings set forth in the
Company’s Amended Long-Term Incentive Plan, as amended as of May 1, 2007 (the
“Plan”) and the Original Agreement;
WHEREAS,
the Grantee is employed by the Company or one of its subsidiaries in a key
capacity, and the Company previously granted Grantee _______ Performance Shares
under the Plan and pursuant to the terms and conditions set forth in the
Original Agreement; and
WHEREAS,
the Company desires to amend the Original Agreement such that _______ of the
Performance Shares are converted into Shares of Restricted Stock and _______ of
the Performance Shares are amended with different performance criteria and a
different Award Period.
NOW, THEREFORE, in consideration of the
covenants and agreements herein contained, the parties hereto agree as
follows:
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1.
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Conversion of Certain
Performance Shares. The Company hereby converts _______
of the Performance Shares granted in the Original Agreement into _______
Shares of Restricted Stock. All such Shares of Restricted Stock
shall be subject to those restrictions on transferability and risk of
forfeiture as set forth in Section 7.C of the Plan and will be held in
book entry until February 10, 2011. On February 10, 2011, provided Grantee
is, and at all times since the date of this Amendment has been, employed
by the Company, all such restrictions on the Shares of Restricted Stock
will expire. During the period of time such Shares of
Restricted Stock are restricted, Grantee shall have all rights of a
shareholder with respect to such Shares with the exception of the receipt
of dividends which shall be paid and reinvested under the Company's
Dividend Reinvestment and Direct Stock Purchase Plan. All such
reinvested dividends shall be subject to the same restrictions as the
Restricted Stock and, provided Grantee is, and at all times since the date
of this Amendment has been, employed by the Company on February 10, 2011,
shall be paid such reinvested dividends within 90 days of the Restricted
Stock vesting. Except as otherwise specifically provided
herein, the Shares of Restricted Stock shall be subject to and governed by
the applicable terms and conditions of the Plan, which are incorporated
herein by reference.
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2.
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Amendment of Certain
Performance Shares. In addition to the Performance
Shares being converted into Restricted Stock in accordance with Section 1
of this Amendment, the Company hereby also amends the terms and conditions
pursuant to which another _______ of the Performance Shares granted in the
Original Agreement may be earned by, solely with respect to such _______
Performance Shares (i) amending the Award Period defined in Section 1 of
the Original Agreement to be the one-year period ending December 31, 2010
and (ii) replacing the applicable performance criteria and provisions set
forth in Appendix A of the Original Agreement with those set forth in
Appendix A to this Amendment.
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3.
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Dividend
Equivalents. All hypothetical cash credits equal to the
per share dividends paid on the Company's common stock during the
three-year Award Period set forth in the Original Agreement and relating
to the Performance Shares which are neither converted nor cancelled in
connection with this Amendment shall continue to be paid out in accordance
with the Original Agreement. No hypothetical cash credits
(whether or not currently accrued) on those Performance Shares which are
converted into Restricted Stock or cancelled pursuant to Sections 1 and 3
of this Amendment, respectively, shall be
paid.
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4.
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Withholding
Taxes. No Company common stock will be delivered under
this Award until the Grantee (or the Grantee’s successor) has paid to the
Company the amount that must be withheld under federal, state and local
income and employment tax laws or the Grantee and the Company have made
satisfactory provision for the payment of such taxes. As an alternative to
making a cash payment to satisfy the applicable withholding taxes, the
Grantee may elect to have the Company retain that number of shares (valued
at their Fair Market Value as of the applicable vesting or delivery date)
that would satisfy the applicable withholding taxes. To the
extent the Grantee elects to have shares withheld to cover the applicable
minimum withholding requirements, the Grantee must complete a withholding
election on the form provided by the Corporate Secretary of the Company
and return it to the designated person set forth on the form no later than
the date specified thereon (which shall in no event be more than ten days
from the grant date of the Award). The Grantee may elect on
such form to deliver additional shares for withholding above the minimum
required withholding rate, but not to exceed Grantee's individual marginal
tax rate. To the extent no withholding election is made before
the date specified, the Grantee is required to pay the Company the amount
of federal, state and local income and employment tax withholdings by cash
or check at the time the Grantee recognizes income with respect to such
shares, or must make other arrangements satisfactory to the Company to
satisfy the tax withholding obligations after which the Company will
release or deliver, as applicable, to the Grantee the full number of
shares.
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5.
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Reimbursement
Obligations. The company will, to the full extent
permitted by law, have the discretion based on the particular facts and
circumstances to require that each participant reimburse the Company for
all or any portion of any awards if and to the extent the awards reflected
the achievement of financial results that were subsequently the subject of
a restatement, or the achievement of other objectives that were
subsequently found to be inaccurately measured , and a lower award would
have occurred based upon the restated financial results or inaccurately
measured objectives. The Company may, in its discretion, (i)
seek repayment from the participants; (ii) reduce the amount that would
otherwise be payable to the participants under current or future awards;
(iii) withhold future equity grants or salary increases; (iv) pursue other
available legal remedies; or (v) any combination of these actions. The
Company may take such actions against any participant, whether or not such
participant engaged in any misconduct or was otherwise at fault with
respect to such restatement or inaccurate measurement. The Company will,
however, not seek reimbursement with respect to any awards paid more than
three years prior to such restatement or the discovery of inaccurate
measurements, as applicable.
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In all
other respects, the Original Agreement shall remain in effect and is hereby
confirmed by the parties.
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GREAT
PLAINS ENERGY INCORPORATED
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By: ________________________________
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________________________________
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Xxxxxxx
X. Xxxxxxx
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_______________________
Grantee
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Dated:
May ____, 2009
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2
AMENDMENT
TO
APPENDIX
A
Performance
Criteria for 2010
The
amended performance criteria is a combination, equal in weighting, of 2010 FFO
to Total Adjusted Debt (excluding Fair Market Value Debt Adjustment) and 2010
Earnings Per Share. The applicable thresholds are as follows:
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Goal
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Weighting
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Threshold
(50%)
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Target
(100%)
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Superior
(200%)
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1.2010
FFO to Total Adjusted Debt1
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2.2010
Earnings Per Share
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1 Excludes
Fair Market Value Debt Adjustment
