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Exhibit 10.1
NON-COMPETITION AND NON-SOLICITATION
AGREEMENT
This Agreement is entered into this 11th day of July
2008, by and between Aquila, Inc., a Delaware corporation
(“Aquila”) and _____________
(“Executive”).
WHEREAS, Executive’s employment with Aquila
will end as of the effective time of the closing of the Agreement
and Plan of Merger among Aquila, Inc., Great Plains Energy
Incorporated, Gregory Acquisition Corp. and Black Hills Corporation
dated as of February 6, 2007;
WHEREAS, during the course of Executive’s
employment with Aquila, Executive has acquired confidential and
proprietary information critical to Aquila’s business
operations; and
WHEREAS, Aquila, in consultation with Great Plains
Energy Incorporated, desires to enter into this Agreement for the
purpose of protecting Aquila’s competitive business
interests.
NOW THEREFORE, in consideration of the promises
contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, the parties agree as follows:
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1.
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Non-Competition and Non-Solicitation
. Executive agrees that:
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(y) during the
six-month period following the date of this Agreement, Executive
will not individually compete with the products or services Aquila
or its subsidiaries are engaged in as of the date of this
Agreement, or attempt to take away the business or patronage of any
of the clients, customers, or accounts of Aquila or its
subsidiaries as of the date of this Agreement, or take a position
with any entity or organization in which Executive personally
performs such prohibited activities on behalf of such entity or
organization; and
(z) during
the [one-year][six month] period following the date of this
Agreement, Executive will not, directly or indirectly for himself
or herself or for any other entity or organization, affirmatively
recruit, solicit, or induce any employee employed by Aquila or its
subsidiaries on the date hereof to terminate his or her employment
relationship with Aquila or its subsidiaries or Kansas City Power
& Light Company. For purposes of clarity, Executive shall not
be deemed to have violated the prohibitions of this subparagraph
(z) if an employee of Aquila or one of its subsidiaries or Kansas
City Power & Light Company terminates employment and
subsequently accepts employment with an entity or organization with
respect to whom Executive is also employed, if the
Executi
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