ex10_1-5.htm


    Exhibit 10.1.5



    

     

     

     

    RESTRICTED
STOCK AGREEMENT

    


    THIS RESTRICTED STOCK AGREEMENT (the
“Award Agreement”) is entered into as of May 5, 2009, 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 Restricted Stock 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.

            	
              Restricted Stock
      Award.  The Company hereby grants to the Grantee an Award
      of _______ shares of Restricted Stock subject to the restrictions provided
      herein.

            


    

    


    
      	
              2.

            	
              Terms and
      Conditions.  The Award of Restricted Stock is subject to
      the following terms and conditions:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Restricted Stock granted hereunder will be held in book entry and may not
      be sold, transferred, pledged, hypothecated or otherwise transferred other
      than as provided in the Plan.  The restrictions will terminate
      on February 10, 2012 (Restriction
      Period).

            


    

    


    
      	
               
      

            	
              b.

            	
              Dividends
      with respect to the Restricted Stock shall be paid and reinvested during
      the period under the Company’s Dividend Reinvestment and Direct Stock
      Purchase Plan.  Such reinvested dividends shall be subject to
      the same restrictions as the Restricted
Stock.

            


    

    


    
      	
               
      

            	
              c.

            	
              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.

    


    
      	
               
      

            	
              d.

            	
              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.

            


    

    


    
      	
               
      

            	
              e.

            	
              Except
      as otherwise specifically provided herein, the Award of Restricted Stock
      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:     ________________________________

            	
              By:    ________________________________

            
	
                          Michael
      J. Chesser

            	
                        ____________________

                        Grantee   

            
	 
      	 
      
	 
      	
              Dated:
      May _____, 2009

            


    

    


    


     

     

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