Exhibit 10.1
AGREEMENT
This
Agreement is made and entered into by and between GREAT PLAINS
ENERGY INCORPORATED (hereinafter the "Company") and JEANIE SELL
LATZ (hereinafter the "Executive"). In consideration of the mutual
promises set forth herein, the parties agree as follows:
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Executive has submitted her resignation from employment with the
Company, and she resigns effective April 15, 2005 (hereinafter
referred to as Executive's "Resignation Date") from any and all
positions with the Company, including her position as Executive
Vice President and from her positions with all affiliates and
subsidiaries of the Company. Until her Resignation Date, Executive
will be paid her normal salary and benefits.
a. After
the Resignation Date, in accordance with the Company's normal
policy, Company shall pay Executive a lump sum cash payment of all
earned, unpaid salary and any accrued but unused vacation days owed
to Executive as of her Resignation Date.
b. Executive
shall also remain entitled to payment of any annual incentive
award, pursuant to Company's Annual Incentive Plan and attributable
to calendar year 2004, if such award has not been paid to Executive
prior to her Resignation Date. The amount of such annual incentive
award shall be paid in accordance with the annual incentive plan in
effect for calendar year 2004, and Executive's eligibility for such
award shall in no way be affected by whether she has actually
terminated prior to payment of such annual incentive award.
c. Executive
shall receive such benefits as are provided Executive under
Company's plans and programs in accordance with the terms of such
plans and programs. Such benefits shall include, but not
necessarily be limited to, vested retirement benefits under the
Management Pension Plan and Supplemental Executive Retirement Plan,
the Employee Savings Plus Plan, the Capital Accumulation Plan, and
the Deferred Compensation Plan.
2. On
the Resignation Date, Company shall also pay to Executive by wire
transfer a lump sum cash payment of One Million Two Hundred
Seventy-Five Thousand Dollars ($1,275,000), less applicable
federal, state, and local tax or other withholdings. Executive
acknowledges and agrees that she is responsible for all federal,
state, and local income or earnings taxes and the Executive's
portion of any employment taxes due on payments made under this
Agreement and arising under each of the Company's plans and
programs. Company has no duty to defend Executive in any
tax-related proceeding brought against, or any inquiry raised with,
Executive. In consideration for amounts received under this
Agreement, Executive voluntarily releases and discharges the
Company, all of its affiliates, or all of its subsidiaries and each
of their agents, officers, directors, employees, and former
employees (the "Released Parties"), of and from any and all claims,
demands, counterclaims, liabilities, obligations, suits, or causes
of action of any kind or nature whatsoever whether in their
personal or representative capacities, which the Executive may have
had, may now have or may have in the future, arising
from or in any connected with Executive's employment by Company
and her resignation from Company's employment, or relating to
matters occurring on or before the date hereof. Without limiting in
any way the foregoing, the Executive specifically releases the
Released Parties from any and all claims, demands, counterclaims,
liabilities, obligations, causes of action or suits arising:
a. Out
of or in any manner related to the employment or termination of the
Executive; or
b. Under
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
(section symbol) 2000e-5; or
c. Under
the Age Discrimination in Employment Act ("ADEA"), as amended, 29
U.S.C. (section symbol) 621, et seq., including the provisions of
the Older Workers Benefits Protection Act amendments to the ADEA;
or
d. Under
the Americans With Disabilities Act of 1990, 42 U.S.C. Subsection
12101, et seq.; or
