ex10_1-21.htm


    Exhibit
10.1.21

    

     

    PERFORMANCE
SHARE AGREEMENT

    


    THIS PERFORMANCE SHARE AGREEMENT (the
“Award Agreement”) is entered into 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 Performance Shares as
approved on May 6, 2008, 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.

            	
              Performance Share
      Award.  The Company hereby grants to the Grantee an Award
      of ______________________________
      (________)
      Performance Shares for the three-year period ending
      _______________________ (the “Award Period”).  The
      Performance Shares may be earned based upon the Company’s performance as
      set forth in Appendix A.

            


    

    


    
      	
              2.

            	
              Terms and
      Conditions.  The Award of Performance Shares is subject
      to the following terms and
conditions:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Performance Shares shall be credited with a hypothetical cash credit equal
      to the per share dividend paid on the Company’s common stock as of the
      date of any such dividend during the Award
  Period.

            


    

    


    
      	
               
      

            	
              b.

            	
              Except
      as otherwise specifically provided herein, the Award of Performance Shares
      is subject to and governed by the applicable terms and conditions of the
      Plan, which are incorporated herein by
  reference.

            


    

    


    
      	
              GREAT
      PLAINS ENERGY INCORPORATED

            	 
      
	 
      	 
      
	
              By:     ________________________________

            	
              ________________________________

            
	
                         Michael
      J. Chesser

            	
              ___________________

              Grantee   

            
	 
      	
               

              Dated:
      __________________________

            


    

    


    


     

      
        

      

    

    
 

    APPENDIX
A

    


    Performance
Criteria for the 2008-2010 Plan

    


    The
performance criteria is total shareholder return, compared to, and measured
against, the performance of other companies within a peer group consisting of
the Edison Electric Institute’s (EEI) index of electric
utilities.  Upon the expiration of the Award Period, the Committee
will compare the Company’s total shareholder return with the total shareholder
return of the companies within the peer group index and determine the Company’s
percentile ranking within the peer group during the Award Period.

    


    
      	
              Total
      Shareholder

              Return Percentile
      Rank

            	
              Percentage
      Payout

            
	
              81st
      and Above

            	
              200%

            
	
              65th
      to 80th

            	
              150%

            
	
              50th
      to 64th

            	
              100%

            
	
              35th
      to 49th

            	
              50%

            
	
              34th
      and Below

            	
              0

            


    

    


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