ex10_1-7.htm


    Exhibit
10.1.7

    


    Great
Plains Energy Incorporated

    Kansas
City Power & Light Company

    


    Annual
Incentive Plan

    Amended
effective as of January 1, 2009

    


    


    Objective

    


    The Great
Plains Energy and Kansas City Power & Light Company (KCP&L) Annual
Incentive Plan (“Plan”) is designed to motivate and reward senior management to
achieve specific key financial and business goals and to also reward individual
performance.  By providing market-competitive target awards, the Plan
supports the attraction and retention of senior executive talent critical to
achieving Great Plains Energy’s strategic business objectives.

    


    Eligible
participants include executives and other key employees of Great Plains Energy
and KCP&L (“participants”), as approved by the Compensation and Development
Committee (“Committee”) of the Board of Directors.

    


    Target
Awards

    


    Target
award levels are approved by the Committee and set as a percentage of the
participant’s base salary.  Percentages will vary based on level of
responsibility, market data and internal comparisons.

    


    Plan
Year and Incentive Objectives

    


    The
fiscal year (“Plan Year”) of the Plan will be the fiscal year beginning on
January 1 and ending on December 31.  Within the first 90 days of the
Plan Year, the Committee will approve specific annual objectives and performance
targets that are applicable to each participant.  Annual objectives
will include an earnings measure weighted at 40%; key Great Plains Energy or
KCP&L business objectives weighted at 40%; and a discretionary individual
component weighted at 20%.  Each objective is subject to an
established threshold, target, and maximum level.  Each participant
will be provided a copy of the applicable objectives and targets within the
first 90 days of the year.  Objectives, thresholds, targets and
maximums for each Plan Year will be fixed for the Plan Year and will be changed
only upon the approval of the Committee.

    


    Payment
of Awards

    


    Approved
awards will be payable to each participant as soon as practicable after the end
of the Plan Year and after the Committee has determined the extent to which the
relevant objectives were achieved.  The awards will be paid in a lump
sum cash payment unless otherwise deferred under the Deferred Compensation
Plan.

    


    The
amount of an individual participant’s award will be determined based on
performance against the specific objectives and performance targets approved by
the Committee.  Each objective will pay out at 50% for threshold
levels of goal performance; 100% for target levels of goal performance; and 200%
for a maximum level of goal

    
 

     

      
        

      

    

    
 

    performance.  Awards
will be extrapolated for performance between threshold and target, and between
target and superior levels.

    


    An award
for a person who becomes a participant during a Plan Year will be prorated
unless otherwise determined by the Committee.  A participant who
retires during a Plan Year will receive a prorated award as of his or her
retirement date unless otherwise determined by the
Committee.  Prorated awards will be payable in the event of death or
disability of the employee.  A participant who leaves the Company
prior to December 31 of a Plan Year for any reason other than retirement, death,
or disability will forfeit any award unless otherwise determined by the
Committee in its sole discretion.

    


    The
Company may deduct from any award all applicable withholding and other
taxes.

    


    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.

    


    Administration

    


    The
Committee has the full power and authority to interpret the provisions of the
Plan and has the exclusive right to modify, change, or alter the plan at any
time.

     

     

    
      
        

      




    
      	
              2009 Annual Incentive Plan -
  Officers

            
	 
      	
              Objectives

            	
              Weighting

            	
              2008

              Actual

            	
              Threshold

            	
              Target

            	
              Superior

            
	
              40%
      of Payout

            	
              Core
      Financial Objectives

            	 
      	 
      	 
      	 
      	 
      
	
              1.
      GPE Earnings per Share

            	
              40%

            	 
      	 
      	 
      	 
      
	 
      	
              40%

            	 
      	 
      	 
      	 
      
	
              40%
      of Payout

            	
              Key
      Business Objectives

            
	
              2.
      SAIDI  (system-wide reliability in minutes)

            	
              5%

            	 
      	 
      	 
      	 
      
	
              3.
      % Equivalent Availability -coal & nuclear
      (plant  performance)

            	
              10%

            	 
      	 
      	 
      	 
      
	
              4.
      OSHA Incident Rate

            	
              10%

            	 
      	 
      	 
      	 
      
	
              5.
      JD Power Customer Satisfaction Index - residential customer
      satisfaction

            	
              5%

            	 
      	 
      	 
      	 
      
	
              6.
      Cumulative Synergy Savings (due to merger)

            	
              5%

            	 
      	 
      	 
      	 
      
	
              7.
      Comprehensive Energy Plan Progress

            	
              5%

            	 
      	 
      
	 
      	
              40%

            	 
      	 
      	 
      	 
      
	
              20%
      of Payout

            	
              Individual
      Performance

            	 
      	 
      	 
      	 
      	 
      
	
              7.
      Individual Performance

            	
              20%

            	 
      	 
      	 
      	 
      
	 
      	
              20%