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Exhibit 99.1
WESTAR ENERGY
1996 LONG-TERM INCENTIVE AND SHARE AWARD PLAN
RESTRICTED SHARE UNITS AWARD
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Name:
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«Officer»
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Number of Restricted Share Units:
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«Number_of_Shares»
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Grant Date:
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January 2, 2007
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Westar Energy, Inc. (the "Company") hereby grants
to you «Number_of_Shares» Restricted Share Units
pursuant to the Company’s 1996 Long-Term Incentive and Share
Award Plan (as amended) (the "Plan"), a copy of which has been
delivered to you and made a part hereof, subject to the following
terms and conditions and the terms and conditions of the Plan. The
terms used in this Award shall have the same meaning as in the
Plan, unless the context requires otherwise, and except that
"Restricted Share Units" shall refer only to the Restricted Share
Units granted under this Award.
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1.
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Restricted Share Units . Subject to the
terms and conditions hereof and as contained in the Plan, each
Restricted Share Unit shall represent the right to receive one
share of the Company’s common stock upon satisfying the
vesting requirements set forth in Section 5 below.
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2.
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Dividend Equivalents .
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(a)
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During the period beginning on grant date of the
Restricted Share Units and ending on the date on which the such
Restricted Share Units become payable pursuant to Section 6
below or are forfeited pursuant to Section 7 below (the
"Restricted Period"), you shall receive, in cash, dividend
equivalents in an amount equal to the amount of the cash dividends
that you would have received if you owned the number of shares of
the Company’s common stock represented by the Restricted
Share Units that continue to be covered by this Award; provided,
however, that the Company may, in its sole discretion, permit you
to elect to defer receipt of such dividend equivalents.
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(b)
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If during the Restricted Period any shares of the
Company’s common stock or other property (other than cash)
are distributed to holders of the Company’s common stock in a
pro rata distribution other than as a result of a stock split, you
shall receive the number of shares of the Company’s common
stock or the other property that you would have received if you
owned the number of shares of the Company’s common stock
represented by the Restricted Share Units that continue to be
covered by this Award.
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(c)
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If during the Restricted Period any shares of the
Company’s common stock are distributed to holders of the
Company’s common stock as a result of a stock split, you
shall receive a number of additional Restricted Share Units equal
to the number of shares of the Company’s common stock that
you would have received if you owned the number of shares of the
Company’s common stock represented by the Restricted Share
Units that continue to be covered by this Award. Such additional
Restricted Share Units shall be subject to the same terms,
conditions and restrictions as the original Restricted Share Units
covered by this Award.
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3.
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Rights as Shareholder . During the
Restricted Period, you shall have none of the rights of a
shareholder of the Company with respect to the shares of the
Company’s common stock represented by the Restricted Share
Units. You shall, however, have the right to receive dividend
equivalents as described in Section 2 above. In addition, if
shares of the Company’s common stock are held under a "rabbi
trust" (the assets of which are subject to claims of the
Company’s creditors in the event of the Company’s
insolvency) established to assist the Company in meeting its
obligations under this and other restricted share unit awards, you
may (at the Company’s sole discretion) be given the right
during the Restricted Period to direct the trustee as to the voting
of a number of shares held by the trustee corresponding to the
number of Restricted Share Units held by you under this
Award.
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4.
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Nontransferability . You may not sell,
transfer, assign, pledge or otherwise encumber or dispose of any
Restricted Share Units nor may you sell, transfer, assign,
pledge,
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