ex10_1-2.htm


    Exhibit 10.1.2



    

     

     

    AMENDMENT
TO

    PERFORMANCE
SHARE AGREEMENT

    


    THIS AMENDMENT TO PERFORMANCE SHARE
AGREEMENT dated as of May 5, 2009, and entered into in duplicate by and between
GREAT PLAINS ENERGY INCORPORATED (the Company) and
_____________­­­_________________ (the Grantee), amends that
Performance Share Agreement dated February 6, 2007 (the Original Agreement)
between the Company and the Grantee.

    


    WHEREAS, all capitalized terms used
herein shall have the respective meanings set forth in the Plan and the Original
Agreement;

    


    WHEREAS, the Grantee is employed by the
Company or one of its subsidiaries in a key capacity, and the Company previously
granted Grantee _______ Performance Shares under the Plan and pursuant to the
terms and conditions set forth in the Original Agreement; and

    


    WHEREAS,
the Company desires to amend the Original Agreement such that _______ of the
Performance Shares are converted into Shares of Restricted Stock, _______ of the
Performance Shares are amended with different performance criteria and a
different Award Period, and the remaining _______ Performance Shares are
cancelled;

    


    NOW, THEREFORE, in consideration of the
covenants and agreements herein contained, the parties hereto agree as
follows:

    


    
      	
              1.

            	
              Conversion of Certain
      Performance Shares.  The Company hereby converts _______
      of the Performance Shares granted in the Original Agreement into _______
      Shares of Restricted Stock.  All such Shares of Restricted Stock
      shall be subject to those restrictions on transferability and risk of
      forfeiture as set forth in Section 7.C of the Company’s Amended Long-Term
      Incentive Plan, as amended as of May 1, 2007, and will be held in book
      entry until May 5, 2010.  On May 5, 2010, provided Grantee
      is, and at all times since the date of this Amendment has been, employed
      by the Company, all such restrictions on the Shares of Restricted Stock
      will expire.  During the period of time such Shares of
      Restricted Stock are restricted, Grantee shall have all rights of a
      shareholder with respect to such Shares with the exception of the receipt
      of dividends which shall be paid and reinvested under the Company's
      Dividend Reinvestment and Direct Stock Purchase Plan.  All such
      reinvested dividends shall be subject to the same restrictions as the
      Restricted Stock and, provided Grantee is, and at all times since the date
      of this Amendment has been, employed by the Company on May 5, 2010, shall
      be paid such reinvested dividends within 90 days of the Restricted Stock
      vesting.  Except as otherwise specifically provided herein, the
      Shares of Restricted Stock shall be subject to and governed by the
      applicable terms and conditions of the Company’s Amended Long-Term
      Incentive Plan, as amended as of May 1, 2007, which are incorporated
      herein by reference.

            


    

    


    
      	
              2.

            	
              Amendment of Certain
      Performance Shares.  In addition to the Performance
      Shares being converted into Restricted Stock in accordance with Section 1
      of this Amendment, the Company hereby also amends the terms and conditions
      pursuant to which another _______ of the Performance Shares granted in the
      Original Agreement may be earned by, solely with respect to such _______
      Performance Shares (i) amending the Award Period defined in Section 1 of
      the Original Agreement to be the one-year period ending December 31, 2009
      and (ii) replacing the

            


    

    
 

    
      
        

      



    


    applicable
performance criteria and provisions set forth in Appendix A of the Original
Agreement with those set forth in Appendix A to this Amendment.

    


    
      	
              3.

            	
              Cancellation of Certain
      Performance Shares.  The balance of _______ Performance
      Shares granted in the Original Agreement, such number representing the
      Performance Shares not converted into Restricted Stock or amended as set
      forth in Sections 1 and 2 of this Amendment, respectively, are hereby
      cancelled and all of the Grantee's rights with respect to such cancelled
      Performance Shares under the Plan and Original Agreement shall be null and
      void.

            


    

    


    
      	
              4.

            	
              Dividend
      Equivalents.  All hypothetical cash credits equal to the
      per share dividends paid on the Company's common stock during the
      three-year Award Period set forth in the Original Agreement and relating
      to the Performance Shares which are neither converted nor cancelled in
      connection with this Amendment shall continue to be paid out in accordance
      with the Original Agreement.  No hypothetical cash credits
      (whether or not currently accrued) on those Performance Shares which are
      converted into Restricted Stock or cancelled pursuant to Sections 1 and 3
      of this Amendment, respectively, shall be
paid.

            


    

    


    
      	
              5.

            	
              Withholding
      Taxes.  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.

            


    

    


    
      	
              6.

            	
              Reimbursement
      Obligation.  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.

            


    

    


     

     2

      
        

      

    

     

    


    
      	
               
      

            	
              In
      all other respects, the Original Agreement shall remain in effect and is
      hereby confirmed by the parties.

            


    

    


    
      	
              GREAT
      PLAINS ENERGY INCORPORATED

            	 
      
	 
      	 
      
	
              By:     ________________________________

            	
              ________________________________

            
	
                         Michael
      J. Chesser

            	
              _______________________

              Grantee   

            
	 
      	
               

              Dated:
      May ____, 2009

            


    

    


    


    


     

     

     

    3

    
      

    

     

    


    
      	 
      


    

    AMENDMENT
TO

    PERFORMANCE
SHARE AGREEMENT

    


    APPENDIX
A

    


    Performance
Criteria for 2009

    


    The
amended performance criteria is a combination, equal in weighting, of 2009 FFO
to Total Adjusted Debt (excluding Fair Market Value Debt Adjustment) and 2009
Earnings Per Share.  The applicable thresholds are as
follows:

    


    
      	
              Goal

            	
              Weighting

            	
              Threshold

              (50%)

            	
              Target

              (100%)

            	
              Superior

              (200%)

            
	 
      	 
      	 
      	 
      	 
      
	
              1.2009
      FFO to Total Adjusted Debt 1

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              2.2009
      Earnings Per Share

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    1 Excludes
Fair Market Value Debt Adjustment