NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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:

(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 Executive has otherwise complied with the first sentence of this paragraph. In addition, the restrictions of this subparagraph (z) will not apply to individuals hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit a particular individual) or as a result of the use of a general solicitation (such as a newspaper advertisement or on radio or television) not specifically directed to employees of any other party.

2.         Payment. In consideration of the covenants set forth herein, Aquila shall pay Executive a lump sum payment equal to $____________, less applicable taxes, within two business days following the date of this Agreement.

3.         Nonexclusivity of Rights. Nothing in this Agreement shall limit or otherwise affect Executive’s rights under any other plan, policy, contract or agreement entered into before or after the date of this Agreement.

 

KC-1614107-1