AMENDMENT TO PERFORMANCE SHARE AGREEMENT
Exhibit 10.1.2
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 February 6, 2007 (the Original Agreement)
between the Company and the Grantee.
WHEREAS, all capitalized terms used
herein shall have the respective meanings set forth in 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, _______ of the
Performance Shares are amended with different performance criteria and a
different Award Period, and the remaining _______ Performance Shares are
cancelled;
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 Company’s Amended Long-Term
Incentive Plan, as amended as of May 1, 2007, and will be held in book
entry until May 5, 2010. On May 5, 2010, 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 May 5, 2010, 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 Company’s Amended Long-Term
Incentive Plan, as amended as of May 1, 2007, 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, 2009
and (ii) replacing the
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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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Cancellation of Certain
Performance Shares. The balance of _______ Performance
Shares granted in the Original Agreement, such number representing the
Performance Shares not converted into Restricted Stock or amended as set
forth in Sections 1 and 2 of this Amendment, respectively, are hereby
cancelled and all of the Grantee's rights with respect to such cancelled
Performance Shares under the Plan and Original Agreement shall be null and
void.
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4.
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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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5.
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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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6.
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Reimbursement
Obligation. 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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2
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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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3
AMENDMENT
TO
APPENDIX
A
Performance
Criteria for 2009
The
amended performance criteria is a combination, equal in weighting, of 2009 FFO
to Total Adjusted Debt (excluding Fair Market Value Debt Adjustment) and 2009
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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1.2009
FFO to Total Adjusted Debt 1
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2.2009
Earnings Per Share
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1 Excludes
Fair Market Value Debt Adjustment
