Exhibit 10.5
FORM OF PERFORMANCE BONUS
AGREEMENT
This Agreement is entered into by
and between Aquila, Inc. (“Company”) and
____________________ (“Employee”), effective as of
_______________, 2005 in accordance with the provisions of the
Aquila Inc. 2002 Omnibus Incentive Plan.
WHEREAS , Company intends to sell its Kansas electric,
and Michigan, Minnesota, and Missouri gas utilities (the
“Utility Assets”).
WHEREAS , the Company desires to recognize the
contribution of Employee towards the successful execution of the
asset sale agreements covering the Utility Assets (the “Asset
Sale Agreements”) and to provide and incentive to Employee to
work toward the consummation of the transactions contemplated by
the Asset Sale Agreements.
NOW, THEREFORE
, in consideration of the mutual
agreements hereinafter set forth, the receipt and sufficiency of
which is hereby acknowledged, Company and Employee agree as
follows:
1.
Execution Bonus . In recognition of the successful execution
of Asset Sale Agreements, Employee is hereby awarded a cash bonus
of $______________ (“Execution Bonus”). The Execution
Bonus shall be paid by Company in a single lump sum in the next
normally scheduled payroll cycle and shall be subject to all
applicable tax withholdings and other applicable
deductions.
2.
Closing Bonus . Subject to the limitations set forth herein,
Employee shall be entitled to a cash bonus of $______________ (the
“Closing Bonus”) which will be earned upon the closing
of the last of the Asset Sale Agreements, it being understood that
each transaction must be consummated, without material amendment,
for any of the bonus to be payable. The Closing Bonus shall be paid
in a single lump sum in the first normally scheduled payroll cycle
following the date it is earned, and shall be subject to all
applicable tax withholdings and other applicable
deductions.
3.
Required Employment. Subject to the provisions of paragraph
4, Employee must be a current, active employee of the Company in
good standing in order to receive the Closing Bonus.
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4.
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Effect of Termination of
Employee’s Employment.
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(a)
Termination by Company . The following shall apply if
Company terminates Employee’s employment with Company prior
to the payment of the Closing Bonus:
(i) If
Company terminates Employee’s employment with Company for any
reason other than for cause (as defined in subparagraph (c) below),
assuming Employee has or would otherwise earn the Closing Bonus
absent such termination, then said bonus shall be paid at the time
specified in this Agreement.
(ii) If
Company terminates Employee’s employment with Company for
cause (as defined in subparagraph (c) below), then Employee shall
not be eligible to receive the Closing Bonus.
KC-1311864-1
(b)
Termination by Employee . The following shall apply if
Employee terminates Employee’s employment with Company prior
to the payment of the Closing Bonus:
(i) If
Employee terminates Employee’s employment with Company for
any reason other than Employee’s retirement, death or
disability (as defined in subparagraph (d) below), then Employee
shall not be eligible to receive the Closing Bonus. If Employee
terminates Employee’s employment with Company because of
Employee’s death or disability(as defined in subparagraph (d)
below), assuming that Employee is otherwise eligible to receive the
Closing Bonus, then said bonus shall be paid at the time specified
in this Agreement.
(ii) If
Employee terminates Employee’s employment with the Company
because of retirement under the terms of the retirement plan
maintained by the Company, prior to the first payroll period in
January 2006, then Employee shall not be e
