Bonus Agreement
Exhibit
10.1.10
This
Agreement is entered into effective as of May 5, 2009, by and between Great
Plains Energy Incorporated (the “Company”) and Xxxxxxx X. Xxxxxxx (the
“Executive”).
WHEREAS,
the independent members of the Board of Directors of the Company on May 5, 2009,
authorized the payment of a cash bonus (the “Bonus”) in lieu of a full grant of
restricted stock pursuant to the Company’s Long-Term Incentive Plan (the “LTIP”)
and the associated Long-Term Incentive Plan awards Standards and Performance
Criteria to the Executive; and
WHEREAS,
the Company and the Executive wish to memorialize the terms and conditions of
the Bonus.
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
Bonus. The Company shall pay the Executive a Bonus on February
10, 2012 equal to the sum of $165,025, plus an additional amount of cash equal
to the value (calculated using the closing price of Great Plains Energy common
stock as of February 10, 2012) of the number of shares of Great Plains Energy
common stock resulting from dividends paid and reinvested through the Dividend
Reinvestment and Direct Stock Purchase Plan on 11,500 shares of Great Plains
Energy stock during the period of May 5, 2009 and February 10,
2012.
2. Payment
Conditions. Except as specifically set forth in the next
sentence, no part of the Bonus shall be payable upon termination of Executive’s
employment for any reason prior to February 10, 2012. In the event of
Executive’s retirement, Disability (as that term is defined in the LTIP), death,
or in cases of special circumstances, the Compensation and Development Committee
of the Board of Directors may waive this condition in whole or in
part.
3. Bonuses Subject to
Reimbursement Obligations. Executive acknowledges that awards
under the Company’s Annual Incentive Plan and LTIP (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 Bonus 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.
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/
Xxxxxx X. Xxxx
Xxxxxx
X. Xxxx
Independent
Lead Director
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/s/
Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
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