RESTRICTED STOCK AGREEMENT
Exhibit 10.1.5
![](https://www.sec.gov/Archives/edgar/data/54476/000114306809000041/amend1_s31.jpg)
THIS RESTRICTED STOCK AGREEMENT (the
“Award Agreement”) is entered into as of May 5, 2009, 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 Restricted Stock as approved on May 5, 2009, 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:
1.
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Restricted Stock
Award. The Company hereby grants to the Grantee an Award
of _______ shares of Restricted Stock subject to the restrictions provided
herein.
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2.
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Terms and
Conditions. The Award of Restricted Stock is subject to
the following terms and conditions:
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a.
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The
Restricted Stock granted hereunder will be held in book entry and may not
be sold, transferred, pledged, hypothecated or otherwise transferred other
than as provided in the Plan. The restrictions will terminate
on February 10, 2012 (Restriction
Period).
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b.
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Dividends
with respect to the Restricted Stock shall be paid and reinvested during
the period under the Company’s Dividend Reinvestment and Direct Stock
Purchase Plan. Such reinvested dividends shall be subject to
the same restrictions as the Restricted
Stock.
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c.
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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
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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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d.
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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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e.
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Except
as otherwise specifically provided herein, the Award of Restricted Stock
is subject to and governed by the applicable terms and conditions of the
Plan, which are incorporated herein by
reference.
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2
GREAT
PLAINS ENERGY INCORPORATED
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By: ________________________________
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By: ________________________________
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Xxxxxxx
X. Xxxxxxx
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____________________
Grantee
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Dated:
May _____, 2009
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