Exhibit 10.1.b
PERFORMANCE SHARE AGREEMENT
PURSUANT TO THE
GREAT PLAINS ENERGY INCORPORATED
LONG-TERM INCENTIVE PLAN
EFFECTIVE MAY 7, 2002 (THE PLAN)
THIS
AGREEMENT dated as of _____________, and entered into, in duplicate
by and between GREAT PLAINS ENERGY INCORPORATED (the Company) and
____________________ (the Grantee).
WHEREAS, all
capitalized terms used herein shall have the respective meanings
set forth in the Plan; and
WHEREAS, the
Grantee is employed by the Company or one of its subsidiaries in a
key capacity, and the Company desires to (i) encourage the
Grantee to acquire a proprietary and vested long-term interest in
the growth and performance of the Company, (ii) provide the
Grantee with the incentive to enhance the value of the Company for
the benefit of its customers and shareholders, and
(iii) encourage the Grantee to remain in the employ of the
Company as one of the key employees upon whom the Company's success
depends;
NOW,
THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows:
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1.
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Performance Share
Award. The Company
hereby grants to the Grantee ____________ Performance Shares for
the two-year period ending 2006 (the Award Period). The Performance
Shares may be earned based upon the Grantee's performance as set
forth in Appendix A.
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2.
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Terms and
Conditions. The grant of
Performance Shares is subject to the following terms and
conditions:
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a.
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Payment of Award
. As soon as practicable after the
end of the Award Period, the Compensation and Development Committee
of the Board of Directors (the Committee) shall for purposes of
this Agreement determine the Grantee's performance as set forth in
the Plan Goals.
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b.
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Form of Payment.
The payment to which Grantee shall
be entitled at the end of an Award Period will be equal to the Fair
Market Value of the number of shares of the Company's Common Stock
equal to the number of Performance Shares earned. Payment will be
made in Common Stock unless the Committee deems otherwise. The
number of shares of Common Stock to be paid to Grantee will be
determined by dividing the portion of the payment not paid in cash
by the Fair Market Value of the Common Stock on the date on which
the date of Performance Share Award as set forth in Appendix B
hereto.
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c.
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In the event the Grantee leaves
the employment of the Company before the end of the Performance
Period, the Performance Shares are subject to forfeiture as set
forth in the Plan.
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3.
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Dividend Rights.
Dividends will accrue quarterly on
the Performance Shares in a nominal account. The Grantee shall be
entitled to receive at the end of the Award Period these quarterly
dividends on the number of Performance Shares earned. The dividends
on the Performance Shares will be paid in cash unless the Committee
deems otherwise.
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4.
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Change in Control.
In the event of a Change in
Control, as defined in the Plan, the Performance Shares and
dividend shares accrued thereon shall be deemed to have been fully
earned and payable as set forth in Sect
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