Exhibit 10-h
AMENDMENT TO SEVERANCE AGREEMENT
The Severance Agreement between Kansas City Power &
Light Company and <>, as entered into as of
<> (the "Agreement"), is hereby amended, effective as
of January <>, 1996 as set forth below.
Terms which are defined in the Agreement shall have
the same meaning in this Amendment.
1. Section 1 of the Agreement is hereby amended
by inserting the following new definition as subsection (a)
thereof and by redesignating all subsequent subsections xx
xxxxxxxxx:
(a) "Beneficial Owner" has the meaning set
forth in Rule 13d-3 under the Exchange Act.
2. Section 1(c) of the Agreement (as relettered
pursuant to paragraph 1 above is hereby amended so to read as
follows:
(c) "Cause" means (1) a material breach by
Executive of those duties and responsibilities of
Executive which do not differ in any material respect
from the duties and responsibilities of Executive during
the 90-day period immediately prior to a Change in
Control (or, for purposes of Section 3(d), during the 90-
day period immediately preceding a Potential Change in
Control), other than as a result of incapacity due to
physical or mental illness, which is demonstrably
willful and deliberate on Executive's part, committed in
bad faith or without reasonable belief that such breach
is in the best interests of the Company, and is not
remedied in a reasonable period of time after receipt of
written notice form the Company specifying such breach
or (2) the commission by Executive of a felony involving
moral turpitude.
3. Section 1(d) of the Agreement (as relettered
pursuant to paragraph 1 above) is hereby amended to read as
follows:
"Change in Control" means the occurrence of
one of the following events:
(I) any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of
the Company (not including in the securities beneficially
owned by such Person any securities acquired directly from
the Company or its affiliates other than in connection with
the acquisition by the Company or its affiliates of a busi
ness) representing 20% or more of either the then outstanding
shares of common stock of the Company or the combined voting
power of the Company's then outstanding securities; or
(II) the following individuals
cease for any reason to constitute a majority of
the number of directors then serving: individuals
who, on the date hereof, constitute the Board and
any new director (other than a director whose
initial assumption of office is in connection with
an actual or threatened election contest, including
but not limited to a consent solicitation, relating
to the election of directors of the Company, as
such terms are used in Rule 14a-11 of Regulation
14A under the Exchange Act) whose appointment or
election by the Board or nomination for election by
the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then
still in office who either were directors on the
date hereof or whose appointment, election or nomi
nation for election was previously so approved; or
(III) the stockholders of the
Company approve a merger or consolidation of the
Company with any other corporation or approve the
issuance of voting securities of the Company in
connection with a merger or consolidation of the
Company (or any direct or indirect subsidiary of
the Company) pursuant to applicable stock exchange
requirements, other than (i) a merger or consolida
tion which would result in the voting securities of
the Company outstanding immediately prior to such
merger or consolidation continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan
of the Company, at least 60% of the combined voting
power of the voting securities of the Company or
such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the
Company (or similar transaction) in which no Person
is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not
including in the securities Beneficially Owned by
such Person any securities acquired directly from
the Company or its affiliates other than in connec
tion with the acquisition by the Company or its
affiliates of a business) representing 20% or more
of either the then outstanding shares of common
stock of the Company or the combined voting power
of the Company's then outstanding securities; or
(IV) the stockholders of the Company
approve a plan of complete liquidation or disso
lution of the Company or an agreement for the sale
or disposition by the Company of all or
substantially all of the Company's assets, other
than a sale or disposition by the Company of all or
substantially all of the Company's assets to an
entity, at least 60% of the combined voting power
of the voting securities of which are owned by
Persons in substantially the same proportions as
their ownership of the Company immediately prior to
such sale.
Notwithstanding the foregoing, no "Change in Control"
shall be deemed to have occurred if there is consummated
any transaction or series of integrated transactions
immediately following which the record holders of the
common stock of the Company immediately prior to such
transaction or series of transactions continue to have
substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets
of the Company immediately following such transaction or
series of transactions.
4. Section 1 of the Agreement is hereby amended
by inserting the following new definition as subsection (f)
thereof and by redesignating all subsequent subsections
accordingly:
(f) "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time.
5. Section 1(g) of the Agreement (as relettered
pursuant to paragraphs 1 and 4 above) is hereby amended so
that the portion preceding paragraph (1) thereof reads as
follows
(g) "Good Reason" means, without Executive's
express written consent, the occurrence of any of the
following events after a Change in Control (or after any
Potential Change in Control under the circumstances
described in the second sentence of Section 3(d) hereof
(treating all references in this paragraph (g) to a
"Change in Control" as references to a "Potential Change
in Control")).
6. Section 1 of the Agreement is hereby amended
by inserting the following new definition as subsection (i)
thereof and by redesignating all subsequent subsections
accordingly:
(i) "Person" has the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term
shall not include (i) the Company or any of its subsid
iaries, (ii) a trustee or other fiduciary holding securi
ties under an employee benefit plan of the Company or
any of its subsidiaries, (iii) an underwriter tempo
rarily holding securities pursuant to an offering of
such securities, or (iv) a corporation owned, directly
or indirectly, by the stockholders of the Company in sub
stantially the same proportions as their ownership of
stock of the Company.
7. Section 1 of the Agreement is hereby amended
by inserting the following new definition as subsection (j)
thereof and by redesignating all subsequent subsections
accordingly:
(j) "Potential Change in Control" means the
occurrence of one of the following events:
(I) the Company enters into an
agreement, the consummation of which would result
in the occurrence of a Change in Control;
(II) the Company or any Person pub
licly announces an intention to take or to consider
taking actions which, if consummated, would
constitute a Change in Control;
(III) any Person becomes the Benefi
cial Owner, directly or indirectly, of securities
of the Company representing 10% or more of either
the then outstanding shares of common stock of the
Company or the combined voting power of the
Company's then outstanding securities; or
(IV) the Board adopts a resolution
to the effect that, for purposes of this Agreement,
a Potential Change in Control has occurred.
8. Section 1(k) of the Agreement (as relettered
pursuant to the above amendments) is hereby amended to read
as follows:
(k) "Termination Period" means the period of
time beginning with a Change in Control (or, if later,
beginning with the consummation of the transaction the
approval of which by the Company's stockholders
constitutes a Change in Control under Section 1(d)(III)
or (IV) hereof) and ending on the earliest to occur of
(1) Executive's 70th birthday, (2) Executive's death,
and (3) three years following such Change in Control
(or, if later, three years following the consummation of
the transaction the approval of which by the Company's
stockholders constitutes a Change in Control under Sec
tion 1(d)(III) or (IV) hereof).
9. Section 1(l) of the Agreement (as relettered
pursuant to the above amendments) is hereby amended to read
as follows:
(l) "Window Period" means the 30-day period
commencing one year after the date of a Change in
Control, or, if later, the 30 day period commencing one
year after the consummation of the transaction the
approval of which by the Company's stockholders
constitutes a Change in Control under Section 1(d)(III)
or (IV) hereof).
10. Section 3 of the Agreement is hereby amended
by adding the following Section 3(d) at the end thereof:
(d) For the purposes of this Agreement, the
Executive's employment shall be deemed to have been
terminated within the Termination Period other than by
reason of a Nonqualifying Termination if (i) the
Executive's employment is terminated without Cause prior
to a Change in Control and such termination was at the
request or direction of a Person who has entered into an
agreement with the Company the consummation of which
would constitute a Change in Control, (ii) the Executive
terminates his employment with Good Reason prior to a
Change in Control and the circumstance or event which
constitutes Good Reason occurs at the request or direc
tion of such Person, or (iii) the Executive's employment
is terminated without Cause prior to a Change in Control
and such termination is otherwise in connection with or
in anticipation of a Change in Control which actually oc
curs.
11. Section 7 of the Agreement is hereby amended
to read as follows:
7. Operative Event. Except as provided in
Section 3(d), but notwithstanding any other provision
herein to the contrary, no amounts shall be payable
hereunder unless and until there is a Change in Control
at a time when Executive is employed by the Company.
12. Section 8(a) of the Agreement is hereby
amended to read as follows:
(a) This Agreement shall be effective on the
date hereof and shall continue until terminated by the
Company as provided in paragraph (b) of this Section 8;
provided, however, that this Agreement shall terminate
in any event upon the first to occur of (i) Executive's
70th birthday, (ii) Executive's death or (iii) except as
provided in Section 3(d) hereof, termination of
Executive's employment with the Company prior to a
Change in Control.
13. Section 9 of the Agreement is hereby amended
to read as follows:
9. Scope of Agreement. Nothing in this
Agreement shall be deemed to entitle Executive to continued
employment with the Company and its subsidiaries, and except
as provided in Section 3(d) hereof, if Executive's employment
with the Company shall terminate prior to a Change in
Control, then Executive shall have no further rights under
this Agreement; provided, however, that any termination of
Executive's employment following a Change in Control (or as
described in Section 3(d)) shall be subject to all of the
provisions of this Agreement.
IN WITNESS WHEREOF, the Company has caused this
Amendment to be executed by a duly authorized officer of the
Company and Executive has executed this Amendment as of the
day and year first above written.
KANSAS CITY POWER & LIGHT COMPANY
By:_______________________________
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