PERFORMANCE SHARE AGREEMENT PURSUANT TO THE GREAT PLAINS ENERGY INCORPORATED LONG-TERM INCENTIVE PLAN EFFECTIVE MAY 7, 2002 (THE PLAN)
Exhibit
10.1.11
PURSUANT
TO THE
GREAT
PLAINS ENERGY INCORPORATED
LONG-TERM
INCENTIVE PLAN
EFFECTIVE
MAY 7, 2002 (THE PLAN)
THIS
AGREEMENT dated as of February 6,
2007,
and
entered into, in duplicate by and between GREAT PLAINS ENERGY INCORPORATED
(the
Company) and _______________ (the Grantee).
WHEREAS,
all capitalized terms used herein shall have the respective meanings set forth
in the Plan; and
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;
NOW,
THEREFORE, in consideration of the covenants and agreements herein contained,
the parties hereto agree as follows:
| 1. |
Performance
Share Award.
The Company hereby grants to the Grantee _______ Performance Shares
for
the three-year
period ending 2009
(the Award Period). The Performance Shares may be earned based upon
the
Company’s performance as set forth in
Appendix A.
|
| 2. |
Terms
and Conditions.
The grant of Performance Shares is subject to the following terms and
conditions:
|
| a. |
Payment
of Award.
As soon as practicable after the end of the Award Period, the Compensation
and Development Committee of the Board of Directors (the Committee)
shall
for purposes of this Agreement determine the Company’s performance as set
forth in Appendix A. The number of performance shares shall be adjusted
in
accordance with the provisions provided in
Appendix A.
|
| b. |
Form
of Payment.
The payment to which Grantee shall be entitled at the end of an Award
Period will be equal to the Fair Market Value of the number of shares
of
the Company’s Common Stock equal to the number of Performance Shares
earned. Payment will be made in Common Stock unless the Committee deems
otherwise. The number of shares of Common Stock to be paid to Grantee
will
be determined by dividing the portion of the payment not paid in cash
by
the Fair Market Value of the Common Stock on the date on which the
date of
Performance Share Award as set forth in Appendix B
hereto.
|
| c. |
In
the event the Grantee leaves the employment of the Company before the
end
of the Performance Period, the Performance Shares are subject to
forfeiture as set forth in the Plan.
|
3.Dividend
Rights.
Any
dividends paid will accrue quarterly on the Performance Shares in a nominal
account. The Grantee shall be entitled to receive at the end of the Award Period
these quarterly dividends on the number of Performance Shares earned. The
dividends on the Performance Shares will be paid in cash unless the Committee
deems otherwise.
|
4.
|
Change
In Control.
In
the event of a Change in Control, as defined in the Plan, the Performance
Shares and dividend shares accrued thereon shall be deemed to have
been
fully earned and payable as set forth in Section Eleven of the
Agreement.
|
|
5.
|
Notices.
Any notice hereunder to the Company shall be addressed to the Offices
of
the Corporate Secretary.
|
|
GREAT
PLAINS ENERGY INCORPORATED
|
|
By:
________________________________
|
|
Xxxxxxx
X. Xxxxxxx
|
______________________________
Grantee
1
APPENDIX
A
Great
Plains Energy Incorporated
(Great
Plains Energy)
Long-Term
Incentive Plan
Performance
Criteria for the 2007-2009 Plan for Strategic Energy
The
performance criteria is based on Cumulative pre-tax net income; Return on
Invested Capital; total shareholder, 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; and MWhs under
management by December 31, 2009 with each area weighted at 25% of the total
amount. Upon the expiration of the Award Period, the Committee will review
these
criteria for determination of the payment under the Long-Term Incentive Plan.
|
Cumulative
pre-tax net income
($ millions)
|
Percentage
Payout
|
|
(1)
|
300%
|
|
(1)
|
200%
|
|
(1)
|
100%
|
|
(1)
|
50%
|
|
Return
on Invested Capital
|
Percentage
Payout
|
|
(1)
|
300%
|
|
(1)
|
200%
|
|
(1)
|
100%
|
|
(1)
|
50%
|
|
Total
Shareholder
Return
Percentile Rank*
|
Percentage
Payout
|
|
81st
and Above
|
200%
|
|
65th
to
80th
|
150%
|
|
50th
to
64th
|
100%
|
|
35th
to
49th
|
50%
|
|
34th
and Below
|
0
|
|
MWhs
under management by Dec.
31, 2009 ($ millions)
|
Percentage
Payout
|
|
(1)
|
300%
|
|
(1)
|
200%
|
|
(1)
|
100%
|
|
(1)
|
50%
|
*There
will not be any payment of performance shares for a negative return over the
3-year performance period.
(1)
Confidential information.
APPENDIX
B
EXAMPLE:
|
Grant:
|
1,000
Performance Shares
|
|
Fair
Market Value of common stock at time of grant:
|
$30
|
|
Fair
Market Value of common stock at end of Award Period:
|
$40
|
|
Performance
at Target (100%)
|
All
Performance Shares Are Earned
|
|
1,000
x $40 = $40,000
|
|
|
$40,000
÷ $30 = 1,333 shares of common stock
|
