ex10_1-4.htm


    Exhibit 10.1.4



    

     

     

     

    PERFORMANCE
SHARE AGREEMENT

    


    THIS PERFORMANCE SHARE AGREEMENT (the
“Award Agreement”) is entered into by and between Great Plains Energy
Incorporated (the “Company”) and __________________________ (the
“Grantee”).  All capitalized terms in this Agreement that are not
defined herein shall have the meanings ascribed to in the Company’s Amended
Long-Term Incentive Plan, as amended as of May 1, 2007 (the
“Plan”).

    


    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;
and

    


    WHEREAS, the Company wishes to grant to
Grantee, and Grantee wishes to accept, an Award of Performance Shares as
approved on May 5, 2009, pursuant to the terms and conditions of the Plan and
this Award Agreement.

    


    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 an Award
      of _______ Performance Shares for the three-year period ending
      December 31, 2011, (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 Award of Performance Shares is subject
      to the following terms and
conditions:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Performance Shares shall be credited with a hypothetical cash credit equal
      to the per share dividend paid on the Company’s common stock as of the
      date of any such dividend paid during the entire Award
      Period.  At the end of the Award Period and provided the
      Performance Shares have not been forfeited in accordance with the terms of
      the Plan, the Grantee shall be paid, in a lump sum cash payment, the
      aggregate amount of such hypothetical dividend
  equivalents.

            


    

    


    
      	
               
      

            	
              b.

            	
              No
      Company common stock will be delivered under this Award until the Grantee
      (or the Grantee’s successor) has paid to the Company the amount that must
      be withheld under federal, state and local income and employment tax laws
      or the Grantee and the Company have made satisfactory provision for the
      payment of such taxes. As an alternative to making a cash payment to
      satisfy the applicable withholding taxes, the Grantee may elect to have
      the Company retain that number of shares (valued at their Fair Market
      Value as of the applicable vesting or delivery date) that would satisfy
      the applicable withholding taxes.  To the extent the Grantee
      elects to have shares withheld to cover the applicable minimum withholding
      requirements, the Grantee must complete a withholding election on the form
      provided by the Corporate Secretary of the Company and return it to
      the

            


    

    

      
        

      

    

    
 

    designated
person set forth on the form no later than the date specified thereon (which
shall in no event be more than ten days from the grant date of the
Award).  The Grantee may elect on such form to deliver additional
shares for withholding above the minimum required withholding rate, but not to
exceed Grantee's individual marginal tax rate.  To the extent no
withholding election is made before the date specified, the Grantee is required
to pay the Company the amount of federal, state and local income and employment
tax withholdings by cash or check at the time the Grantee recognizes income with
respect to such shares, or must make other arrangements satisfactory to the
Company to satisfy the tax withholding obligations after which the Company will
release or deliver, as applicable, to the Grantee the full number of
shares.

    


    
      	
               
      

            	
              c.

            	
              The
      company will, to the full extent permitted by law, have the discretion
      based on the particular facts and circumstances to require that each
      participant reimburse the Company for all or any portion of any awards if
      and to the extent the awards reflected the achievement of financial
      results that were subsequently the subject of a restatement, or the
      achievement of other objectives that were subsequently found to be
      inaccurately measured , and a lower award would have occurred based upon
      the restated financial results or inaccurately measured
      objectives.  The Company may, in its discretion, (i) seek
      repayment from the participants; (ii) reduce the amount that would
      otherwise be payable to the participants under current or future awards;
      (iii) withhold future equity grants or salary increases; (iv) pursue other
      available legal remedies; or (v) any combination of these actions. The
      Company may take such actions against any participant, whether or not such
      participant engaged in any misconduct or was otherwise at fault with
      respect to such restatement or inaccurate measurement. The Company will,
      however, not seek reimbursement with respect to any awards paid more than
      three years prior to such restatement or the discovery of inaccurate
      measurements, as applicable.

            


    

    


    
      	
               
      

            	
              d.

            	
              Except
      as otherwise specifically provided herein, the Award of Performance Shares
      is subject to and governed by the applicable terms and conditions of the
      Plan, which are incorporated herein by
  reference.

            


    

    


     

     

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              GREAT
      PLAINS ENERGY INCORPORATED

            	 
      
	 
      	 
      
	
              By:     ________________________________

            	
              ______________________________________

            
	
                         Michael
      J. Chesser

            	
              _________________________

              Grantee   

            
	 
      	
               

              Dated:
      May _____, 2009

            


    

    


    


    


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    APPENDIX
A

    


    2009
– 2011 Performance Criteria

    


    
      	
              Goal

            	
              Weighting

            	
              Threshold

              (50%)

            	
              Target

              (100%)

            	
              Superior

              (200%)

            
	 
      	 
      	 
      	 
      	 
      
	
              1.FFO
      to Total Adjusted Debt 1

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              2.Earnings
      Per Share

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    1 Excludes Fair Market
Value Debt Adjustment