ex10_1-25.htm


    Exhibit
10.1.25


    Great
Plains Energy Incorporated (Great Plains Energy)

    Long-Term
Incentive Plan

    


    Awards
Standards and Performance Criteria

    Effective
as of May 6, 2008

    


    


    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,
Kansas City Power & Light, and Strategic Energy L.L.C. (“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 be granted 25% 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 75% 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 is total shareholder return, compared to an industry
peer group of the Edison Electric Institute (EEI) index of electric companies,
during a three-year measurement period.  At the end of the three-year
measurement period, GPE will assess its total shareholder return compared to the
EEI index.  Depending on how GPE ranks, the executive will receive a
percentage of the performance share grants according to the following
table:


    
      

    


    


    
      	
              Percentile
      Rank

               

            	
              Percentage
      Payout

            
	
              81st
      and above

              65th
      to 80th

              50th
      to 64th

              35th
      to 49th

              34th
      and below

            	
              200%

              150%

              100%

              50%

              0

            


    

    


    There
will not be any payout of performance shares for a negative return over the
three-year performance period.

    


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

    


    Payment
and Awards

    


    Time-based
restricted stock will vest three years from the date of grant and 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.

    


    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.