Exhibit 10.1.h
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 February 7, 2006 , 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:
1.
Performance Share Award. The Company hereby grants to the
Grantee ______ Performance Shares for the three-year period
ending 2008 (the Award Period). The Performance Shares may be
earned based upon the Company's performance as set forth in
Appendix A.
2.
Terms and Conditions. The grant of Performance Shares is
subject to the following terms and conditions:
a.
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 Company's performance as set forth in
Appendix A. The number of performance shares shall be adjusted in
accordance with the provisions provided in
Appendix A.
b.
Form of Payment. The payment to which Grantee shall be
entitled at the end of an Award Period
