Exhibit 10.1.p
INDEMNIFICATION AGREEMENT
This
Agreement is made as of the ____ day of ___________, ______, 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
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(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
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(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
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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.
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(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 re
