Exhibit 10.1.b
INDEMNIFICATION AGREEMENT
This
Agreement is made as of the ____ day of November, 2005, by and
between Great Plains Energy Incorporated, a Missouri corporation
(the "Company"), and ______________ ("Indemnitee"), a Director or
Officer of the Company.
WHEREAS,
it is essential to the Company to retain and attract as Directors
and Officers the most capable persons available;
WHEREAS,
it is now and always has been the express policy of the Company to
indemnify its Directors and Officers so as to provide them with the
maximum possible protection permitted by law;
WHEREAS,
Indemnitee does not regard the protection available under the
Company's Articles of Consolidation and by-laws as adequate in the
present circumstances, and may not be willing to serve as a
Director or Officer without adequate protection, and the Company
desires Indemnitee to serve in such capacity;
NOW,
THEREFORE, in consideration of the premises and of Indemnitee
serving the Company directly or, at its request, another
enterprise, and intending to be legally bound hereby, the parties
hereto agree as follows:
1.
Certain Definitions :
(a)
Beneficial Owner : shall have the meaning set forth in Rule
13d-3 under the Exchange Act.
(b)
Change in Control : shall be deemed to have occurred
if:
(I) any
Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly
from the Company or its affiliates other than in connection with
the acquisition by the Company or its affiliates of a business)
representing 20% or more of either the then outstanding shares of
common stock of the Company or the combined voting power of the
Company's then outstanding securities; or
(II) the
following individuals cease for any reason to constitute a majority
of the number of directors then serving: individuals who, on the
date hereof, constitute the Board and any new director (other than
a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited
to a consent solicitation, relating to the election of directors of
the Company, as such terms are used in Rule 14a-11 of Regulation
14A under the Exchange Act) whose appointment or election by the
Board or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof
or whose appointment, election or nomination for election was
previously so approved; or
(III) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation or approve
the issuance of voting securities of the Company in connection with
a merger or consolidation of the Company (or any direct or indirect
subsidiary of the Company) pursuant to applicable stock exchange
requirements, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, at least 60% of the combined voting power of the voting
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities
acquired directly from the Company or its affiliates other than in
connection with the acquisition by the Company or its affiliates of
a business) representing 20% or more of either the then outstanding
shares of common stock of the Company or the combined voting power
of the Company's then outstanding securities; or
(IV) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of
the Company's assets, other than a sale or disposition by the
Company of all or substantially all of the Company's assets to an
entity, at least 60% of the combined voting power of the voting
securities of which are owned by Persons in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.
Notwithstanding
the foregoing, no "Change in Control" shall be deemed to have
occurred if there is consummated any transaction or series of
integrated transactions immediately following which the record
holders of the common stock of the Company immediately prior to
such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which
owns all or substantially all of the assets of the Company
immediately following such transaction or series of
transactions.
(c)
Claim : any threatened, pending or completed action, suit or
proceeding, or any inquiry or investigation, whether instituted by
the Company or any other party, that Indemnitee in good faith
believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative
or other.
(d)
Exchange Act : shall mean the Securities Exchange Act of
l934, as amended from time to time.
(e)
Expenses : include attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in
(including on appeal), or preparing to defend, be a witness in or
participate in any Claim relating to any Indemnifiable
Event.
(f)
Indemnifiable Event : any event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee, agent
or fiduciary of the Company, or is or was serving at the request of
the Company as a director, officer, employee, trustee, agent or
fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust or other enterprise, or by reason of
anything done or not done by Indemnitee in any such
capacity.
(g)
Independent Legal Counsel : an attorney or firm of
attorneys, selected in accordance with the provisions of Section 3,
who shall not have otherwise performed services for the Company or
Indemnitee within the last three years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement,
or of other indemnitees under similar indemnity
agreements).
(h)
Person : shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such term shall not include (i) the Company or
any of its affiliates (as defined in Rule 12b-2 promulgated under
the Exchange Act), (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of
its affiliates, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock
of the Company.
(i)
Potential Change in Control : shall be deemed to have
occurred if:
(I) the Company enters into an agreement, the
consummation of which would result in the occurrence of a Change in
Control;
(II) the Company or any Person publicly announces an
intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;
(III) any Person becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 10% or
more of either the then outstanding shares of common stock of the
Company or the combined voting power of the Company's then
outstanding securities; or
(IV) the Board adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change in Control has
occurred.
(j)
Reviewing Party : any appropriate person or body consisting
of a member or members of the Company's Board of Directors or any
other person or body appointed by the Board who is not a party to
the particular Claim for which Indemnitee is seeking
indemnification, or Independent Legal Counsel.
2.
Basic Indemnification Arrangement . (a) In the event
Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness
or other participant in, a Claim by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify
Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than thirty days after
written demand is presented to the Company, against any and all
Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties or amounts paid in settlement) of such
Claim. If so requested by Indemnitee, the Company shall advance
(wi
