Discretionary Bonus Agreement
Exhibit
10.1.11
This
Agreement is entered into effective as of May 5, 2009, by and between Great
Plains Energy Incorporated (the “Company”) and Xxxxx Xxxxxxx (the
“Executive”).
WHEREAS,
the independent members of the Board of Directors of the Company on May 5, 2009,
authorized the payment of certain discretionary cash bonuses (the “Bonuses) to
the Executive; and
WHEREAS,
the Company and the Executive wish to memorialize the terms and conditions of
the Bonuses.
NOW
THEREFORE, in consideration of the premises, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Executive agree as follows:
1. Payment of
Bonuses. The Company shall pay the Executive a Bonus of
$92,500 in cash, less all applicable employment, payroll and other withholdings,
on each of February 10, 2010 and February 10, 2011.
2. Payment Not Conditioned On
Continued Employment. Except as set forth in this Agreement,
the Company’s obligation to pay the Bonuses is absolute, and is not conditioned
on the Executive’s continued employment with the Company.
3. Bonuses Subject to
Reimbursement Obligations. Executive acknowledges that awards
under the Company’s Annual Incentive Plan and Long-Term Incentive Plan (the
“Plans”) are subject to reimbursement 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 on the
restated financial results or inaccurately measured
objectives. Executive further acknowledges that in the event the
Executive is required to reimburse the Company for awards under the Plans, the
Company may, among other actions it may take in its discretion, reduce or
eliminate the amount of the Bonuses payable to Executive as may be required to
satisfy Executive’s reimbursement obligations.
4. Choice of
Law. 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.
5. Entire
Agreement. 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.
[signature
page follows]
In
witness whereof, the Company and the Executive have signed this Agreement as of
the date first written above.
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Great
Plains Energy Incorporated
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Executive
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By:/s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Chairman
of the Board and
Chief
Executive Officer
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/s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
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