AGREEMENT
Exhibit
10.2.20
This
Agreement is made and entered into by and between KANSAS CITY POWER & LIGHT
COMPANY (hereinafter the "Company") and Xxxxxxx X. Xxxxxx (hereinafter the
"Executive") as of December 2, 2008. In consideration of the mutual
promises set forth herein, the parties agree as follows:
1. Executive
has submitted his resignation from employment with the Company, and he resigns
effective January 2, 2009 (hereinafter referred to as Executive's "Resignation
Date") from any and all positions with the Company, including his position as
Senior Vice President – Supply and from his positions with all affiliates and
subsidiaries of the Company. Until his Resignation Date, Executive
will be paid his normal salary and benefits.
After the
Resignation Date, in accordance with the Company's normal policy, Company shall
pay Executive a lump sum cash payment of all earned, unpaid salary and any
accrued but unused vacation days owed to Executive as of his Resignation
Date.
Executive
shall receive such benefits as are provided Executive under Company's plans and
programs in accordance with the terms of such plans and
programs. Such benefits shall include, but not necessarily be limited
to, vested retirement benefits under the Management Pension Plan and
Supplemental Executive Retirement Plan, the Employee Savings Plus Plan, and the
Deferred Compensation Plan.
2. Within
two weeks of the Resignation Date, Company shall also pay to Executive by wire
transfer a lump sum cash payment of One Million Two Hundred Twenty Five Thousand
Dollars ($1,225,000.00), less applicable federal, state, and local tax or other
withholdings. Executive acknowledges and agrees that he is responsible for all
federal, state, and local income or earnings taxes and the Executive's portion
of any employment taxes due on payments made under this Agreement and arising
under each of the Company's plans and programs. Company has no duty
to defend Executive in any tax-related proceeding brought against, or any
inquiry raised with, Executive. In consideration for amounts received under this
Agreement, Executive voluntarily releases and discharges the Company, all of its
affiliates, or all of its subsidiaries and each of their agents, officers,
directors, employees, and former employees (the "Released Parties"), of and from
any and all claims, demands, counterclaims, liabilities, obligations, suits, or
causes of action of any kind or nature whatsoever whether in their personal or
representative capacities, which the Executive may have had, may now have or may
have in the future, arising from or in any way connected with Executive's
employment by Company and his resignation from Company's employment, or relating
to matters occurring on or before the date hereof. Without limiting in any way
the foregoing, the Executive specifically releases the Released Parties from any
and all claims, demands, counterclaims, liabilities, obligations, causes of
action or suits arising:
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a.
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Out
of or in any manner related to the employment or termination of the
Executive; or
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b.
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Under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §
2000e-5; or
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c.
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Under
the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. §
621, et seq., including the provisions of the Older Workers Benefits
Protection Act amendments to the ADEA;
or
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d.
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Under
the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101, et seq.;
or
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e.
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Under
any and all federal, state or local discrimination statutes, laws,
ordinances, regulations or Executive Orders including but not limited to
the Missouri Human Rights Act, or other applicable state discrimination
act; or
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f.
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Under
Family and Medical Leave Act ("FMLA"), or any comparable state statute;
or
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g.
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Under
any exception to the employment-at-will doctrine, including any common-law
theory sounding in tort, contract, or public policy;
or
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h. Under
the provisions of any state or local wage and hour law or ordinance;
or
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i.
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Under
the National Labor Relations Act, as amended, 29 U.S.C. Subsection 141, et
seq.; or
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j.
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Under
any state "service letter" statute, including but not limited to
Missouri's Service Letter Statute, X.X.Xx., 290.140;
or
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k. Under
the Equal Pay Act of 1963, as amended; or
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l.
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Under
the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended,
except this Section 2 shall not be construed as limiting Executive's
rights of election or claim for payment of benefits under the Management
Pension Plan or the Employee Savings Plus Plan;
or
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m.
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Under
Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, 18 U.S.C. § 1514A;
or
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n.
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Under
the Change In Control Severance Agreement dated as of September 1,
2006.
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3. Executive
understands and acknowledges that the terms and conditions of the Great Plains
Energy Incorporated Amended Long-Term Incentive Plan, effective as of May 1,
2007, and the Great Plains Energy Incorporated Long-Term Incentive Plan,
effective as of May 5, 1992 and amended as of May 7, 2002, govern all of
Executive’s outstanding Awards (as that term is defined in the
Plans). Executive also understands and acknowledges that the terms
and conditions of the Great Plains Energy Incorporated/Kansas City Power &
Light Company Annual Incentive Plan, amended effective January 1, 2007, govern
Executive’s outstanding
award
under such Plan. Executive further understands and acknowledges
that this Agreement in no way modifies any terms and conditions of such Plans or
his Awards thereunder.
4. To
the extent any payments hereunder are subject to Section 409A of the Internal
Revenue Code, such payments will be paid in a manner that will meet the
requirements of such section, including regulations or other guidance issued
with respect thereto, such that the payment will not be subject to the excise
tax applicable under such section.
5. Company
hereby releases and forever discharges Executive from any and all liability,
claims, and charges, arising from or in any way connected to his employment. In
addition, this Agreement will not cause the termination of, or extinguish
Executive's rights under, the Indemnification Agreement dated as of April 5,
2000, as amended by Amendment No. 1 effective October 1, 2001, between Executive
and Company.
6. Executive
shall have no duty to seek other employment or mitigate any payments or benefits
granted under this Agreement. Furthermore, should Executive obtain comparable
employment, such employment shall not be deemed to mitigate any payments or
benefits provided in this Agreement.
7. Executive
agrees that any and all Company property in his possession shall be returned on
his Resignation Date, with the exception of Executive’s cell phone and cell
phone number.
8. Executive
covenants and agrees that all prior agreements relating to confidentiality of
proprietary Company information ("Confidential Information") and trade secrets
of which Executive has gained knowledge through his employment shall remain in
effect and survive this Agreement. The terms Confidential Information and "trade
secrets" shall not be deemed to include information that is accessible to or
otherwise known by the public.
9. Executive
acknowledges that he has had access to and been involved with numerous aspects
of the Company's operations during his period of employment. As such, Executive
agrees, until December 31, 2010, and upon reasonable notice, to make himself
reasonably available by telephone, or in person on Company premises, at
Company's request and to make himself available to Company agents, in order to
answer questions, provide information or generally assist the Company and his
successor. Executive shall be reimbursed for mileage and other
reasonable out-of-pocket expenses incurred in travelling, at Company’s request,
to Company’s premises or elsewhere. Executive may notify the Company
if, in his good faith opinion, the Company’s requests involve an unreasonable
amount of Executive’s time. The Company and Executive shall promptly
meet and use their best efforts to negotiate in good faith a mutually-acceptable
arrangement to either (i) reduce the Company’s requests for Executive’s
availability, or (ii) provide additional compensation to Executive.
10. The
parties agree and covenant that they will not disparage one another for any
reason, or make any comments that might be harmful to the other party's
reputation. After the Resignation Date, the Company shall not use the
Executive's name in connection with the Company in any announcement, press
release or business communication, unless required by any federal, state or
local law or the Company has obtained the permission of the Executive for such
use.
11. The
Company has advised the Executive to consult with counsel prior to the execution
of this Agreement, and Executive and Company acknowledge that they have fully
read and considered the contents of this Agreement, and that they have had the
opportunity to consult with and receive independent legal advice from counsel of
their choice regarding the advisability hereof. Company and Executive fully,
completely, and totally comprehend the provisions hereof and are in full
agreement with each and every one of its terms, conditions, and
provisions.
12. This
Agreement shall be construed in accordance with the laws of the State of
Missouri. Any dispute relating to this Agreement shall be brought in an
appropriate Circuit Court of Missouri or the U.S. District Court for the Western
District of Missouri.
13. This
Agreement contains the entire agreement between the Executive and Company
concerning the foregoing matters and no change, modification, or waiver of any
provision hereof will be valid unless in writing and signed by the parties to be
bound.
14. The
provisions of this Agreement are severable, and if any paragraph or part of any
paragraph is found to be unenforceable or inoperable, then other paragraphs or
the remainder of the particular paragraph, whichever applies, shall remain fully
valid and enforceable.
15. Executive
acknowledges that he received this document on December 2, 2008, and that he is
legally entitled to consider this Agreement for twenty-one (21) days before
executing this Agreement. Executive acknowledges that he may revoke
(cancel) this Agreement within seven (7) days after executing it, by delivering
written notice to Xxxxxxx Xxxxxxx, Company's Chairman and Chief Executive
Officer. Unless revoked by Executive within seven (7) days after execution, this
Agreement will be final and binding on the eighth (8th) day following
Executive's execution of this Agreement.
THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, THAT HE KNOWS
AND UNDERSTANDS THE CONTENTS THEREOF AND THAT HE EXECUTES THE SAME AS HIS OWN
FREE ACT AND DEED.
In
witness whereof, the Company and the Executive have signed this agreement as of
the date first above written.
Kansas
City Power & Light
Company Executive
By: /s/
Xxxxxxx X.
Xxxxxxx /s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X.
Xxxxxxx Xxxxxxx X.
Xxxxxx
Chairman
of the Board and Chief Executive Officer
