**Exhibit 10 (c)**

Name

Address 1

Address2

Dear                         :

The Empire District Electric Company2006 Stock Incentive Plan(the “Plan”)

Form of Notice of Performance-Based Restricted Stock Award

This is to advise you that effective as of [            ](the “Grant Date”), The Empire District Electric Company (“the Company”) hasgranted to you a performance-based Restricted Stock Award (the “Award”) underthe Plan consisting of the right to receive the number of shares of CommonStock of the Company (“Stock”) as set forth in Exhibit 1 attached hereto,subject to the performance measures, forfeiture and other conditions and termsherein stated and the applicable terms and conditions of the Plan (copyattached).  This Award shall relate tothe Performance Period beginning on [              ]and ending on [              ](the “Performance Period”).

1.             **Settlementof Awards**.  The Company shalldeliver to you one share of Stock for each Performance Share earned by you, asdetermined in accordance with the provisions of Exhibit 1, which is attached toand forms a part of this Award. ** **The earned****PerformanceShares****payable to****youin accordance****with****the****provisions of this Section 1 shall be paid solely in sharesof Stock**.**

2.             **Time ofPayment**.** **Except as otherwise provided inthis Award, payment of Performance Shares earned in accordance with theprovisions of Section 1 above will be delivered as soon as practicable afterthe end of the Performance Period.

3.             **Retirement,Disability, or Death During Performance Period**. ** **If your employment with the Companyand its Subsidiaries terminates during the Performance Period because of yourRetirement, Disability, or death, you shall be entitled to a prorated number ofthe Performance Shares earned in accordance with Exhibit 1, determined at theend of the Performance Period, and based on the ratio of the number of monthsyou were employed during the Performance Period (rounding a fraction of a monthto the next higher number of whole months) to the total number of months in thePerformance Period.  Fractional sharesshall be disregarded.

4.             **Terminationof Employment During Performance Period**.** **If your employment with theCompany and its Subsidiaries terminates during the Performance Period for anyreason other than your Retirement, Disability, or death, the Performance Sharesgranted under this Award will be forfeited on the date of such termination ofemployment; provided, however, that****insuch circumstances, the****Committee,

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in its sole discretion,may determine that you will be entitled to receive a pro rata or other portionof the Performance Shares.

5.             **Change inControl**.** **If a Change in Control of theCompany occurs during the Performance Period, and the date of termination ofyour employment does not fall before the Change in Control date, you shall earnthe Performance Shares that would have been earned by you in accordance withExhibit 1 as if performance at the Target for the Performance Period had beenachieved, but prorated based on the ratio of the number of months you wereemployed during the Performance Period through the date of the Change inControl (rounding a fraction of a month to the next higher number of wholemonths), to the total number of months in the Performance Period.  As soon as practicable after the Change inControl, there shall be delivered to you one share of Stock for eachPerformance Share so earned.  Fractionalshares shall be disregarded.  As of theend of the Performance Period, the Committee shall determine the number ofPerformance Shares, if any, that you earned pursuant to this Award determinedwithout regard to this Section 5, and there shall be delivered to you one shareof Stock for each Performance Share earned by you, but reduced by the number ofPerformance Shares with respect to which payment was previously made to youunder this Section 5.  If the number ofPerformance Shares earned by you as of the end of the Performance Period isless than the number of Performance Shares with respect to which payment waspreviously made to you under this Section 5, you shall not be required to repayany amounts to the Company on account of such payment under this Section 5for any reason, including failure to achieve the Performance Measures.

6.             **Heirs andSuccessors**.** **This Award shall be binding upon,and inure to the benefit of, the Company and its successors and assigns, andupon any person acquiring, whether by merger, consolidation, purchase of assetsor otherwise, all or substantially all of the Company’s assets andbusiness.  If any of the benefitsdistributable to you under this Award have not been distributed at the time ofyour death, such benefits shall be distributed to your Designated Beneficiary,in accordance with the provisions of this Award and the Plan.  The “Designated Beneficiary” shall be thebeneficiary or beneficiaries designated by you in a writing filed with theCommittee in such form and at such time as the Committee shall require.  If you are deceased and failed to designate abeneficiary, or if the Designated Beneficiary does not survive you, anybenefits distributable to you shall be distributed to the legal representativeof your estate.  If you are deceased andhave designated a beneficiary and the Designated Beneficiary survives you butdies before the complete distribution of benefits to the Designated Beneficiaryunder this Award, then any benefits distributable to the Designated Beneficiaryshall be distributed to the legal representative of the estate of theDesignated Beneficiary.

7.             **Administration. **The authority to manage andcontrol the operation and administration of this Award shall be vested in theCommittee identified in the Plan, and the Committee shall have all of thepowers with respect to this Award that it has with respect to the Plan.  Any interpretation of the Award by theCommittee and any decision made by it with respect to the Award are final andbinding on all persons.

8.             **Amendment. **This Award may be amended bywritten agreement between you and the Company, without the consent of any otherperson.

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9.             **Nontransferability**.** **This Award shall notbe transferable except by will or the laws of descent and distribution or bybeneficiary designation in accordance with Section 6 above.

10.           **Taxes**.** **The Company shall beentitled to withhold the amount of any withholding tax payable with respect tothe Award and to sell such number of shares of Stock as may be necessary toproduce the amount so required to be withheld, unless the recipient supplies tothe Company cash in the amount requested by the Company for the purpose.

11.           **Employee andShareholder Status.**  ThisAward does not constitute a contract of continued service and does not give youthe right to be retained as an employee of the Company or any of itsSubsidiaries.  This Award does not conferupon you or any other holder thereof any right as a shareholder of the Companyprior to the issuance of shares of Stock pursuant to this Award.

12.           **Plan Governs**.  Notwithstanding anything in this Award to thecontrary, the terms of this Award shall be subject to the terms of the Plan.

13.           **UnsecuredCreditor**.  Your rights withrespect to the Award and the shares of Stock subject thereto during thePerformance Period are those of an unsecured general creditor of theCompany.  No shares of Stock or otherspecific property is or will be set apart in trust or otherwise with respect tothe Award but all of your rights in the Award will be evidenced only by entrieson the books of the Company unless and until shares of Stock are actuallyissued to you, your beneficiary or your estate pursuant to the Award.

14.           **RulesRelating to Termination of Employment**.  For purposes of this Award, the date oftermination of your employment shall be the first day occurring on or after theGrant Date on which you are not employed by the Company or any Subsidiary,regardless of the reason for the termination of employment; provided that atermination of employment shall not be deemed to occur by reason of a transferof you between the Company and a Subsidiary or between two Subsidiaries; and furtherprovided that your employment shall not be considered terminated while you areon a leave of absence from the Company or a Subsidiary approved by youremployer.  If, as a result of a sale orother transaction, your employer ceases to be a Subsidiary (and your employeris or becomes an entity that is separate from the Company), and you are not, atthe end of the 30-day period following the transaction, employed by theCompany or an entity that is then a Subsidiary, then, the occurrence of suchtransaction shall be treated as the date of termination of your employmentcaused by you being discharged by the employer.

15.           **Definitions. **For purposes of this Award, theterms used in this Award shall have the following meanings:

**(i)****                            Changein Control.**  A “Change in Control” ofthe Company shall mean “a change in the ownership or effective control” of theCompany, or “in the ownership of a substantial portion of the assets” of theCompany, within the meaning of Section 409A of the Internal Revenue Code of1986, as amended, and Treasury regulations and Internal Revenue Serviceguidance thereunder.

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**(ii)****                           Disability.** Except as otherwise provided by theCommittee, “Disability” means the determination by the Committee, in its solediscretion, that a permanent and total disability exists in accordance withuniform and non-discriminatory standards adopted by the Committee from time totime.

**(iii)****                         Retirement.**  “Retirement” means your retirement on an “EarlyRetirement Date” or on or after your “Normal Retirement Date,” as those termsare defined in The Empire District Electric Company Employees’ Retirement Plan.

**(iv)****                          VotingSecurities.**  “Voting Securities”means any securities which carry the right to vote generally in the election ofdirectors.

**(v)****                            PlanDefinitions.**  Except where thecontext clearly implies or indicates the contrary, a word, term, or phrase usedin the Plan is similarly used in this Award.

Please acknowledge receipt of this Notice of Award by signing andreturning to the Secretary of the Company the enclosed copy thereof, togetherwith a completed and signed beneficiary designation form.
|                                              | Very truly yours,              |
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|                                         | Chairman of the Plan Committee |
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| Receipt of the  foregoing Notice of          |                           |
| Performance-Based  Restricted Stock Award is |                           |
| hereby  acknowledged. My signed beneficiary  |                           |
| designation form  is attached.               |                           |
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| Date                                         |                           |

 

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EXHIBIT 1

PERFORMANCE MEASURES

1.             Measures that will beapplied to determine the amount of the award to be made under the terms of theattached performance-based Restricted Stock Award (the “Award”).  This Exhibit 1 is incorporated into and formsa part of the Award.

2.             **Revision of Performance Measures.**  The Performance Measures set forth in thisExhibit 1 may be modified by the Committee during, or after the end of, thePerformance Period to reflect significant events that occur during thePerformance Period that may have a substantial effect on the application of thePerformance Measure.  No modificationshall be permitted pursuant to this Section 2 that would cause the award to bedeferred compensation subject to inclusion in income and penalties underSection 409A(a)(1) of the Internal Revenue Code of 1986, as amended.

3.             **Performance Goals.**  The Performance Measure for the Award is thepercentile ranking of the Company’s “Total Shareholder Return” for thePerformance Period (share price appreciation plus dividends over beginningshare price) as measured against the “Total Shareholder Return” for theattached peer group of companies for the same period, and specified below:

(i)    “Threshold” – equal to the [    ]percentile level of the peer group of companies;

(ii)   “Target” – equal to the [    ]percentile level of the peer group of companies; and

(iii)  “Maximum” – equal to the [    ]percentile level of the peer group of companies.

4.             **Amountof Award.**  The numberof shares of Stock distributable to you under the Agreement shall be determinedin accordance with the following schedule:

5.             **Numberof Performance Shares.**  ForCompany performance against plan metrics, the number of Performance Shares ofStock granted shall be as follows:

(i)    For performance at Threshold,                     shares;

(ii)   For performance at Target,                     shares;

(iii)  For performance at Maximum,                     shares; and

(iv)  The “Number of Performance Shares” shall beinterpolated to account for performance that falls between Threshold, Targetand Maximum.

Fractional shares shall be disregarded.

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