ex10_1-14.htm


     

    Exhibit
10.1.14

     

    


    NONQUALIFIED
STOCK OPTION AGREEMENT

    PURSUANT
TO THE

    GREAT
PLAINS ENERGY INCORPORATED

    LONG-TERM
INCENTIVE PLAN (THE PLAN)

     

     

    THIS
AGREEMENT, dated as of August 5, 2003, by and between GREAT PLAINS ENERGY
INCORPORATED (the "Company") and _______________ (the
"Optionee").

     

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

     

    WHEREAS,
the Optionee is now employed by the Company or one of its subsidiaries in a key
capacity, and the Company desires to (i) encourage the Optionee to acquire a
proprietary and vested long-term interest in the growth and performance of the
Company, (ii) provide the Optionee with an incentive to enhance the value of the
Company for the benefit of its customers and shareholders, and (iii) encourage
the Optionee to remain in the employ of the Company as one of the key employees
upon whom the Company's success largely depends;

     

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

     

    1.           GRANT. The Company hereby
grants to Optionee, pursuant to the terms and conditions of this Agreement and
the Plan, a nonqualified Stock Option (the "Option") and Limited Stock
Appreciation Right (the "Right") in tandem with the Option for and with respect
to __________ shares of the Company's
Common Stock, to be exercised as hereinafter provided.

     

    2.           TERMS AND CONDITIONS. The
Option and Right are subject to the following terms and conditions:

     

    
      	 
      	
              a.

            	
              Option Period. The
      Option and the Right shall expire ten years from the date
      hereof.

               

            
	 
      	
              b.

            	
              Exercise of Option. The
      Option may be exercised at any time after three years from the date
      hereof, in whole or in part, prior to its termination at a purchase price
      of $27.73 per share (the Fair Market Value of the Common Stock on the date
      hereof). Any exercise shall be accompanied by written notice specifying
      the number of shares as to which the Option is being exercised. A partial
      exercise of the Option shall not affect the exercisability of the balance
      of the Option. Upon the exercise or expiration of all or part of the
      Option, a corresponding portion of the Right shall
  expire.

            
	 
      	 
      	 
      
	 
      	
              c.

            	
              Payment of Purchase Price Upon
      Exercise. At the time of any exercise of the Option, the purchase
      price therefor shall be paid in cash, by delivery of previously-owned
      shares of Common Stock or any combination thereof. If Common Stock is used
      in full or partial payment of the Option Price, it shall be valued at the
      Fair Market Value on the date the Option is
  exercised.

            


    

    
 

    
      
        

      



    


    
      	 
      	
              d.

            	
              Termination of Option.
      The Option shall cease to be exercisable at the earliest of (i) the
      Optionee's purchase of the Common Stock to which the Option relates, (ii)
      the automatic exercise of a related Right, or (iii) the lapse of the
      Option as set forth in Section Eight(F) of the Plan.

               

            
	 
      	
              e.

            	
              Dividend Rights. The
      dividend will accrue quarterly on the Option in a nominal account. The
      Optionee shall be entitled to receive on a deferred basis these quarterly
      dividends with respect to the number of shares to which the Option
      relates. In the event of a partial exercise, the dividends will be paid
      proportionally in accordance with the number of shares purchased.
      Notwithstanding the foregoing, Optionee will not be entitled to the
      accrued dividends unless (1) Optionee exercises the Option to which the
      dividends relate, and (2) the Fair Market Value of the Common Stock is
      equal to or more than the Option price on the exercise date. However, in
      the event of a Change in Control as defined in Section Eleven of the Plan,
      the Optionee shall be entitled to receive an amount equal to the accrued
      reinvested quarterly dividends with respect to the number of shares to
      which this Option relates without meeting the criteria in the preceding
      sentence. If the Option or any portion thereof terminates prior to its
      exercise, the right, if any, to the dividends will also
      terminate.

            
	 
      	 
      	 
      
	 
      	
              f.

            	
              Limited Stock Appreciation
      Right. In the event of a Change in Control as defined in Section
      Eleven of the Plan, the Company shall pay to the Optionee the cash value
      of the Right as provided for in the Plan along with the accrued quarterly
      dividends as provided for in Section 2(e) herein. Upon payment of the
      Right, the Option shall expire.

            
	 
      	 
      	 
      
	 
      	
              g.

            	
              Non-transferability.
      Neither the Option nor the Right shall be transferable other than
      by will or the laws of descent and distribution or pursuant to a qualified
      domestic relations order as defined by the Internal Revenue Code or Title
      I of the Employee Retirement Security Act, or the rules
      thereunder.

            


    

    


    3.       NOTICES. Any notice hereunder
to the Company shall be addressed to the Office of
the Corporate Secretary.

     

    GREAT
PLAINS ENERGY INCORPORATED

     

    By:___________________________________

    Robert H. West, on behalf
of

    the
Compensation Committee

     

    ________________________

    Optionee