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Exhibit 99.1
WESTAR ENERGY
1996 LONG-TERM INCENTIVE AND
SHARE AWARD PLAN
RESTRICTED SHARE UNITS
AWARD
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Name:
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«Officer»
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Number of
Restricted Share Units:
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«Number_of_Shares»
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Grant
Date:
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January 2,
2007
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Westar Energy, Inc. (the
“Company”) hereby grants to you
«Number_of_Shares» Restricted Share Units pursuant to the
Company’s 1996 Long-Term Incentive and Share Award Plan (as
amended) (the “Plan”), a copy of which has been
delivered to you and made a part hereof, subject to the following
terms and conditions and the terms and conditions of the Plan. The
terms used in this Award shall have the same meaning as in the
Plan, unless the context requires otherwise, and except that
“Restricted Share Units” shall refer only to the
Restricted Share Units granted under this Award.
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1.
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Restricted
Share Units . Subject to
the terms and conditions hereof and as contained in the Plan, each
Restricted Share Unit shall represent the right to receive one
share of the Company’s common stock upon satisfying the
vesting requirements set forth in Section 5 below.
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2.
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Dividend
Equivalents .
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(a)
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During the
period beginning on grant date of the Restricted Share Units and
ending on the date on which the such Restricted Share Units become
payable pursuant to Section 6 below or are forfeited pursuant
to Section 7 below (the “Restricted Period”), you
shall receive, in cash, dividend equivalents in an amount equal to
the amount of the cash dividends that you would have received if
you owned the number of shares of the Company’s common stock
represented by the Restricted Share Units that continue to be
covered by this Award; provided, however, that the Company may, in
its sole discretion, permit you to elect to defer receipt of such
dividend equivalents.
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(b)
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If during the
Restricted Period any shares of the Company’s common stock or
other property (other than cash) are distributed to holders of the
Company’s common stock in a pro rata distribution other than
as a result of a stock split, you shall receive the number of
shares of the Company’s common stock or the other property
that you would have received if you owned the number of shares of
the Company’s common stock represented by the Restricted
Share Units that continue to be covered by this Award.
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(c)
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If during the
Restricted Period any shares of the Company’s common stock
are distributed to holders of the Company’s common stock as a
result of a stock split, you shall receive a number of additional
Restricted Share Units equal to the number of shares of the
Company’s common stock that you would have received if you
owned the number of shares of the Company’s common stock
represented by the Restricted Share Units that continue to be
covered by this Award. Such additional Restricted Share Units shall
be subject to the same terms, conditions and restrictions as the
original Restricted Share Units covered by this Award.
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3.
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Rights as
Shareholder . During the
Restricted Period, you shall have none of the rights of a
shareholder of the Company with respect to the shares of the
Company’s common stock represented by the Restricted Share
Units. You shall, however, have the right to receive dividend
equivalents as described in Section 2 above. In addition, if
shares of the Company’s common stock are held under a
“rabbi trust” (the assets of which are subject to
claims of the Company’s creditors in the event of the
Company’s insolvency) established to assist the Company in
meeting its obligations under this and other restricted share unit
awards, you may (at the Company’s sole discretion) be given
the right during the Restricted Period to direct the trustee as to
the voting of a number of shares held by the trustee corresponding
to the number of Restricted Share Units held by you under this
Award.
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4.
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Nontransferability . You may not sell, transfer, assign, pledge or
otherwise encumber or dispose of any Restricted Share Units nor may
you sell, t
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