PERFORMANCE SHARE AGREEMENT
Exhibit
10.1.21
THIS PERFORMANCE SHARE AGREEMENT (the
“Award Agreement”) is entered into by and between Great Plains Energy
Incorporated (the “Company”) and __________________ (the
“Grantee”). All capitalized terms in this Agreement that are not
defined herein shall have the meanings ascribed to in the Company’s Amended
Long-Term Incentive Plan, as amended as of May 1, 2007 (the
“Plan”).
WHEREAS, the Grantee is employed by the
Company or one of its subsidiaries in a key capacity, and the Company desires to
(i) encourage the Grantee to acquire a proprietary and vested long-term interest
in the growth and performance of the Company, (ii) provide the Grantee with the
incentive to enhance the value of the Company for the benefit of its customers
and shareholders, and (iii) encourage the Grantee to remain in the employ of the
Company as one of the key employees upon whom the Company’s success depends;
and
WHEREAS, the Company wishes to grant to
Grantee, and Grantee wishes to accept, an Award of Performance Shares as
approved on May 6, 2008, pursuant to the terms and conditions of the Plan and
this Award Agreement.
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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Performance Share
Award. The Company hereby grants to the Grantee an Award
of ______________________________
(________)
Performance Shares for the three-year period ending
_______________________ (the “Award Period”). The
Performance Shares may be earned based upon the Company’s performance as
set forth in Appendix A.
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2.
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Terms and
Conditions. The Award of Performance Shares is subject
to the following terms and
conditions:
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a.
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The
Performance Shares shall be credited with a hypothetical cash credit equal
to the per share dividend paid on the Company’s common stock as of the
date of any such dividend during the Award
Period.
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b.
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Except
as otherwise specifically provided herein, the Award of Performance Shares
is subject to and governed by the applicable terms and conditions of the
Plan, which are incorporated herein by
reference.
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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:
__________________________
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APPENDIX
A
Performance
Criteria for the 2008-2010 Plan
The
performance criteria is total shareholder return, compared to, and measured
against, the performance of other companies within a peer group consisting of
the Edison Electric Institute’s (EEI) index of electric
utilities. Upon the expiration of the Award Period, the Committee
will compare the Company’s total shareholder return with the total shareholder
return of the companies within the peer group index and determine the Company’s
percentile ranking within the peer group during the Award Period.
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Total
Shareholder
Return Percentile
Rank
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Percentage
Payout
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81st
and Above
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200%
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65th
to 80th
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150%
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50th
to 64th
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100%
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35th
to 49th
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50%
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34th
and Below
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0
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There
will not be any payment of performance shares for a negative return over the
3-year performance period.
