PERFORMANCE SHARE AGREEMENT

EX-10.1.1 2 ex10_1-1.htm FORM OF 2010 3 YEAR PERFORMANCE SHARE AGREEMENT ex10_1-1.htm

Exhibit 10.1.1

PERFORMANCE SHARE AGREEMENT

THIS PERFORMANCE SHARE AGREEMENT (the “Award Agreement”) is entered into as of March 2, 2010, 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 Performance Shares as approved on February 9, 2010, 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.	Performance Share Award. The Company hereby grants to the Grantee an Award of _______________ Performance Shares for the three-year period ending December 31, 2012, (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 Award of Performance Shares is subject to the following terms and conditions:

The Performance Shares shall be credited with a hypothetical cash credit equal to the per share dividend paid on the Company’s common stock as of the date of any such dividend paid during the entire Award Period, and not just that period of time after the Performance Shares were granted. At the end of the Award Period and provided the Performance Shares have not been forfeited in accordance with the terms of the Plan, the Grantee shall be paid, in a lump sum cash payment, the aggregate amount of such hypothetical dividend equivalents.

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. The Company shall first withhold such taxes from the cash portion, if any, of the Award. To the extent the cash portion of the Award is insufficient to cover the full withholding amount, the Grantee shall pay the remainder in cash or, alternatively, the Grantee or the Grantee’s successor may elect to relinquish to the Company that number of shares (valued at their Fair Market Value) that would satisfy the applicable withholding taxes, subject to the Committee’s continuing authority to require cash payment notwithstanding Grantee’s election.

To elect the relinquishment of stock alternative, 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 sixty days from the grant date of the Award). The Grantee may also elect on such form to have amounts withheld from the Award payment above the minimum required withholding rate, but not to exceed Grantee's individual marginal tax rate. Such additional withholding amount shall first be taken from the cash portion, if any, of the Award, with the remainder taken from the stock portion of the Award. If 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.

The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee 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 Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee 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 acti ons against any Grantee, whether or not such Grantee 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.

Except as otherwise specifically provided herein, the Award of Performance Shares is subject to and governed by the applicable terms and conditions of the Plan, which are incorporated herein by reference.

GREAT PLAINS ENERGY INCORPORATED

By: ________________________________	______________________________________
Michael J. Chesser	______________________________________ Grantee
	Dated: March _____, 2010

APPENDIX A

2010 – 2012 Performance Criteria

Goal	Weighting	Threshold (50%)	Target (100%)	Stretch (150%)	Superior (200%)

1.FFO to Total Adjusted Debt 1	33%	14.6%	17.1%	19.6%	22.1%

2.Relative Total Shareholder Return (TSR) versus EEI Index2	34%		See below

3.Equivalent Availability Factor (EAF)-Coal and Nuclear in 20123	33%	82.5%	84.8%	85.7%	86.6%

Note: the performance share measures have been established for compensation purposes only. They do not constitute any guidance, projection or estimate of these measures, and should not be relied upon for any other purpose.

1 Excludes Fair Market Value Debt Adjustment

2 Total Shareholder Return (TSR) is compared to an industry peer group of the Edison Electric Institute (EEI) index of electric companies during the three-year measurement period from 2010-2012. At the end of the three-year measurement period, Great Plains Energy Incorporated (GPE) will assess its total shareholder return compared to the EEI index. Depending on how GPE ranks, the executive will receive a percentage of the performance share grants according to the following table:

Percentile Rank	Payout Amount (% of Target)

75th and above	200%
60th to 74th	150%
40th to 59th	100%
25th to 39th	50%
24th and below	0

3 Based on planned outage days of:

KCP&L	174
GMO	232
Wolf Creek	54
Total	460 days