ex10_1-6.htm


    Exhibit 10.1.6


      Great
Plains Energy Incorporated (Great Plains Energy)

      Long-Term
Incentive Plan

      


      Awards
Standards and Performance Criteria

      Effective
as of January 1, 2009

      


      


      Objective

      


      The
purpose of the Great Plains Energy Long-Term Incentive Plan (“Plan”) is to
encourage executives and other key employees to acquire a proprietary and vested
interest in the growth and performance of Great Plains Energy (GPE); to generate
an increased incentive to enhance the value of the Company for the benefit of
its customers and shareholders; and to aid in the attraction and retention of
the qualified individuals upon whom Great Plains Energy’s success largely
depends.  The Plan provides competitive incentives for the achievement
of increased shareholder value over a multi-year period.

      


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

      


      Purpose

      


      The Plan
provides for the Committee to make awards under the Plan, and to administer the
Plan for, and on behalf of, the Board of Directors.  This document
sets out certain standards adopted by the Committee in determining the forms of
awards, the terms (including performance criteria) of awards, and other
administrative matters within the Committee’s authority under the
Plan.

      


      Target
Awards

      


      Award
levels will be approved by the Committee and set forth as a percentage of the
participant’s base salary at target.  Percentages will vary based on
level of responsibility, market data, and internal
comparisons.  Awards will generally, but not always, be granted 50% in
time-based restricted stock with the number of shares determined at the date of
grant based upon the GPE stock price (Fair Market Value).  The
remaining 50% of the target grant will be made in performance shares, with the
number of performance shares also determined by the Fair Market Value at the
date of grant.

      


      Performance
Criteria

      


      The
performance share criteria, weightings, and percentage payouts for the
performance share awards are listed in Appendix A.

      


      Performance
criteria are fixed for the duration of the performance period and will only be
changed upon the approval of the Committee.

      


      Payment
and Awards

      


      Time-based
restricted stock will be payable in shares of GPE common stock unless otherwise
determined by the Committee.  Dividends accrued on the shares will be
reinvested during the

       

       

        
          

        

      



      period
under the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (DRIP)
and will also be paid in stock at the end of the period.  During the
period, the restricted stock will be issued in the name of the participant;
consequently, the participant will have the right to vote the restricted stock
during the period.

      


      Performance
shares, as determined by the performance against the performance criteria at the
end of the period, will be paid in shares of GPE common stock unless otherwise
determined by the Committee.  Dividend equivalent units over the
performance period will be figured on the final number of shares earned and will
be paid in cash.

      


      Approved
awards will be payable by Great Plains Energy to each participant as soon as
practicable after the end of the performance period and after the Committee has
certified the performance against the performance criteria.

      


      In the
event a participant ceases employment, please refer to the Long-Term Incentive
Plan document for treatment of outstanding grants.

      


      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.

      


      Tax
Withholding

      


      The
Company shall be authorized to withhold under the Plan the amount of withholding
taxes due in respect of an award or payment thereunder and to take other actions
as may be necessary in the opinion of the Company to satisfy all obligations for
the payment of taxes.  Such withholding may be deducted in cash from
the value of any award.

      


      Administration

      


      The Plan
provides that the Committee has the full power and authority to administer, and
interpret the provisions of, the Plan.  The Committee has the power
and authority to add, delete and modify the provisions of this document at any
time.  This document does not replace or change the provisions or
terms of the Plan; in the event of conflicts between this document and the Plan,
the Plan is controlling.

      



      
        

      


      Appendix
A

      


      2009
– 2011 Performance Plan Goals

      


      
        	
                Goal

              	
                Weighting

              	
                Threshold

                (50%)

              	
                Target

                (100%)

              	
                Superior

                (200%)

              
	 
      	 
      	 
      	 
      	 
      
	
                1.FFO
      to Total Adjusted Debt 1

              	
                50%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                2.Earnings
      Per Share

              	
                50%

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


      1 Excludes Fair Market
Value Debt Adjustment