ex10_1.htm


     

    Exhibit 10.1

     


    


    INDEMNITY
AGREEMENT

    


    THIS INDEMNITY AGREEMENT (this
“Agreement”) is made as
of ________________, by and between The Empire District Electric Company, a
Kansas corporation (the “Company”), and ______________
(“Indemnitee”).

    


    RECITALS

    


    WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as
directors, officers or in other capacities unless they are provided with
adequate protection through adequate indemnification against inordinate risks of
claims and actions against them arising out of their service to and activities
on behalf of the corporation.

    


    WHEREAS, the By-Laws (the
“Bylaws”) of the Company
require indemnification of the officers and directors of the Company and
officers and directors may also be entitled to indemnification pursuant to
applicable provisions of the Kansas General Corporation Code (“KGCC”). The Bylaws and the
KGCC expressly provide that the indemnification provisions set forth therein are
not exclusive, and thereby contemplate that contracts may be entered into
between the Company and members of the board of directors (the “Board”), officers and other
persons in order to protect such persons against claims and expenses arising
from their services on behalf of the Company.

    


    WHEREAS, the uncertainties
relating to indemnification have increased the difficulty of attracting and
retaining such persons.

    


    WHEREAS, the Board has
determined that the increased difficulty in attracting and retaining such
persons is detrimental to the best interests of the Company’s stockholders and
that the Company should act to assure such persons that there will be increased
certainty of such protection in the future.

    


    WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to
indemnify, hold harmless, exonerate and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will
not be so protected against liabilities.

    


    WHEREAS, this Agreement is a
supplement to and in furtherance of the Bylaws and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.

    


    WHEREAS, Indemnitee does not
regard the protection available under the Bylaws as adequate in the present
circumstances, and may not be willing to serve as an


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    employee
or director without adequate protection, and the Company desires Indemnitee to
serve in such capacity.

    


    NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company
and Indemnitee do hereby covenant and agree as follows:

    


    TERMS AND
CONDITIONS

    


    1. SERVICES TO THE
COMPANY.  Indemnitee will agree to serve or to continue to
serve as an employee or director of the Company for so long as Indemnitee is
duly elected or appointed or until Indemnitee tenders his or her
resignation.  Nothing contained in this Agreement shall be construed
as giving Indemnitee any right to be retained in the employ of the Company or
any of its subsidiaries or affiliated entities.

    


    2. DEFINITIONS.  As
used in this Agreement:

    


    (a)
References to “agent”
shall mean any individual who is or was a director, officer, or employee of the
Company or a Subsidiary of the Company or other individual authorized by the
Company to act for the Company, to include such individual serving in such
capacity as a director, officer, employee, fiduciary or other official of
another corporation, partnership, limited liability company, joint venture,
trust or other Enterprise (as defined below) at the request of, for the
convenience of, or to represent the interests of, the Company or a subsidiary of
the Company.

    


    (b) The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the
meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined
below) as in effect on the date hereof.

    


    (c)
“Charter” means the
Company’s Restated Articles of Incorporation.

    


    (d)
“Corporate Status” describes the status
of an individual who is or was a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of the Company or of any other
Enterprise which such individual is or was serving at the request of the
Company.

    


    (e)
“Disinterested Director”
shall mean a director of the Company who is not and was not a party to the
Proceeding (as defined below) in respect of which indemnification is sought by
Indemnitee.

    


    (f)
“Enterprise” shall mean
the Company and any other corporation, constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which the
Company (or any of its wholly-owned subsidiaries) is a party, limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent.


    
      
         


      

      
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    (g)
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

    


    (h)
“Expenses” shall include
all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all attorneys’ fees and costs,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, fees of private investigators and professional advisors, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, settlement or appeal of, or otherwise participating in, a
Proceeding.  Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including, without
limitation, the principal, premium, security for, and other costs relating to
any cost bond, supersedeas bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.

    


    (i)
“Independent Counsel” shall mean a law firm
or a member of a law firm with significant experience in matters of corporation
law and neither presently is, nor in the past five years has been, retained to
represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning the Indemnitee under this
Agreement, or of other indemnitees under similar indemnification agreements); or
(ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.

    


    (j)
“Kansas Court” shall mean the United
States District Court for the District of Kansas, or the District Court of
Cherokee County, Kansas.

    


    (k) The
term “Person” shall have
the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in
effect on the date hereof; provided, however, that “Person” shall exclude: (i)
the Company; (ii) any Subsidiary of the Company; (iii) any employment benefit
plan of the Company or of a Subsidiary of the Company or of any corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company;
and (iv) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Subsidiary of the Company or of a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company.

    


    (l) The
term “Proceeding” shall
include any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism,
investigation,


    
      
         


      

      
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    inquiry,
administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil
(including intentional or unintentional tort claims), criminal, administrative
or investigative nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Company, by reason of any action (or
failure to act) taken by Indemnitee or of any action (or failure to act) on
Indemnitee’s part while acting as a director, officer, employee or agent of the
Company, or by reason of the fact that Indemnitee is or was serving at the
request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or agent of any other Enterprise, in each
case whether or not serving in such capacity at the time any liability or
expense is incurred for which indemnification, reimbursement, or advancement of
expenses can be provided under this Agreement.

    


    (m) The
term “Subsidiary,” with
respect to any Person, shall mean any corporation or other entity of which a
majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.

    


    (n) In
connection with any merger or consolidation, references to the “Company” shall include not
only the resulting or surviving company, but also any constituent company or
constituent of a constituent company, which, if its separate existence had
continued, would have had power and authority to indemnify its directors,
officers, employees or agents.  The intent of this provision is that a
person who is or was a director, officer, employee or agent of such constituent
company after the date hereof or is or was serving at the request of such
constituent company as a director, officer, employee, trustee or agent of
another company, partnership, joint venture, trust, employee benefit plan or
other Enterprise after the date hereof, shall stand in the same position under
this Agreement with respect to the resulting or surviving company as the person
would have under this Agreement with respect to such constituent company if its
separate existence had continued.

    


    (o)
References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee
benefit plan; references to “serving at the request of the
Company” shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services
by, such director, officer, employee, agent or fiduciary with respect to an
employee benefit plan, its participants or beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the
best interests of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of
the Company” as referred to in this Agreement.

    


    3. INDEMNITY IN THIRD-PARTY
PROCEEDINGS.  The Company shall indemnify, hold harmless and
exonerate Indemnitee in accordance with the provisions of this Section 3 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as
a witness or otherwise) in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee


    
      
         


      

      
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    shall be
indemnified, held harmless and exonerated against all Expenses, judgments,
liabilities, fines, penalties and amounts paid in settlement (including, without
limitation, all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties and
amounts paid in settlement) actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.

    


    4. INDEMNITY IN PROCEEDINGS BY OR IN
THE RIGHT OF THE COMPANY.  The Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a
participant (as a witness or otherwise) in any Proceeding by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section 4,
Indemnitee shall be indemnified, held harmless and exonerated against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. No
indemnification, hold harmless or exoneration for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification, to be held harmless or to exoneration.

    


    5. INDEMNIFICATION FOR EXPENSES OF A
PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.  Notwithstanding any
other provisions of this Agreement, to the extent that Indemnitee is a party to
(or a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in
part, the Company shall indemnify, hold harmless and exonerate Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee in
connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with
each successfully resolved claim, issue or matter. If the Indemnitee is not
wholly successful in such Proceeding, the Company also shall indemnify, hold
harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred in connection with a claim, issue or matter related to any claim,
issue, or matter on which the Indemnitee was successful. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such claim, issue or matter.


    
      
         


      

      
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    6. INDEMNIFICATION FOR EXPENSES OF A
WITNESS.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a witness in any Proceeding to which Indemnitee is not a party,
Indemnitee shall be indemnified, held harmless and exonerated against all
Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.

    


    7. CONTRIBUTION IN THE EVENT OF JOINT
LIABILITY.

    


    (a) To
the fullest extent permissible under applicable law, if the indemnification,
hold harmless and/or exoneration rights provided for in this Agreement are
unavailable to Indemnitee, in whole or in part, for any reason whatsoever, the
Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee,
shall pay, in the first instance, the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid
in settlement and/or for Expenses, in connection with any Proceeding without
requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time
against Indemnitee.

    


    (b) The
Company shall not enter into any settlement of any Proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such
Proceeding) without Indemnitee’s prior written consent unless such settlement
provides for a full and final release of all claims asserted against
Indemnitee.

    


    (c) The
Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee
from any claims for contribution which may be brought by officers, directors or
employees of the Company other than Indemnitee who may be jointly liable with
Indemnitee.

    


    8.
EXCLUSIONS.  Notwithstanding any provision in this Agreement,
the Company shall not be obligated under this Agreement to make any
indemnification, hold harmless or exoneration payment:

    


    (a) in
connection with any claim made against Indemnitee for which payment has actually
been received by or on behalf of Indemnitee under any insurance policy or other
indemnity provision, except with respect to any excess beyond the amount
actually received under any insurance policy, contract, agreement, other
indemnity provision or otherwise;

    


    (b) in
connection with any claim made against Indemnitee for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the Exchange
Act or similar provisions of state statutory law or common law; or

    


    (c)
except as otherwise provided in Sections 13(e)-(f) hereof, in connection with
any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Proceeding (or


    
      
         


      

      
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    any part
of any Proceeding) was authorized by a two-thirds vote of the Continuing
Directors (as that term is defined in the Charter) prior to its initiation, (ii)
such payment arises in connection with any mandatory counterclaim or cross-claim
that the Indemnitee asserts against the Company or its directors, officers,
employees or other indemnitees or any affirmative defense Indemnitee raises, or
(iii) the Company provides the indemnification, hold harmless or exoneration
payment, in its sole discretion, pursuant to the powers vested in the Company
under applicable law.

    


    9. ADVANCES OF EXPENSES; DEFENSE OF
CLAIM.

    


    (a)
Notwithstanding any provision of this Agreement to the contrary, and to the
fullest extent permitted by applicable law, the Company shall advance the
Expenses actually and reasonably incurred by Indemnitee (or reasonably expected
by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements requesting such advances from time to time, whether
prior to or after final disposition of any Proceeding. Advances shall be
unsecured and interest free. Advances shall be made without regard to
Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to be indemnified, held harmless or exonerated under the
other provisions of this Agreement. Advances shall include any and all
reasonable Expenses incurred in pursuing a Proceeding to enforce this right of
advancement, including Expenses incurred preparing and forwarding statements to
the Company to support the advances claimed. The Indemnitee shall qualify for
advances, to the fullest extent permitted by applicable law, solely upon the
execution and delivery to the Company of an undertaking providing that the
Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company
under the provisions of this Agreement, the Charter or Bylaws of the Company,
applicable law or otherwise. This Section 9(a) shall not apply to any claim made
by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 8.

    


    (b) The
Company will be entitled to participate in any Proceeding at its own
expense.

    


    (c) The
Company shall not settle any action, claim or Proceeding (in whole or in part)
which would impose any Expense, judgment, fine, penalty or limitation on the
Indemnitee without the Indemnitee’s prior written consent.

    


    10. PROCEDURE FOR NOTIFICATION AND
APPLICATION FOR INDEMNIFICATION.

    


    (a)
Indemnitee agrees to notify promptly the Company in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding or matter which may be subject
to


    
      
         


      

      
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    indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation which it may have to the Indemnitee under this
Agreement, or otherwise.

    


    (b)
Indemnitee may deliver to the Company a written application to indemnify, hold
harmless or exonerate Indemnitee in accordance with this
Agreement.  Such application(s) may be delivered from time to time and
at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion.
Following such a written application for indemnification by Indemnitee, the
Indemnitee’s entitlement to indemnification shall be determined according to
Section 11(a) of this Agreement.

    


    11. PROCEDURE UPON APPLICATION FOR
INDEMNIFICATION.

    


    (a) A
determination, if required by applicable law, with respect to Indemnitee’s
entitlement to indemnification shall be made in the specific case by one of the
following methods, which shall be at the election of Indemnitee: (i) by a
majority vote of the Disinterested Directors, even though less than a quorum of
the Board or (ii) by Independent Counsel in a written opinion to the Board, a
copy of which shall be delivered to Indemnitee. The Company promptly will advise
Indemnitee in writing with respect to any determination that Indemnitee is or is
not entitled to indemnification, including, without limitation, a description of
any reason or basis for which indemnification has been denied. If it is so
determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall
reasonably cooperate with the Person or Persons making such determination with
respect to Indemnitee’s entitlement to indemnification, including, without
limitation, providing to such Person or Persons upon reasonable advance request
any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or Expenses (including attorneys’
fees and disbursements) actually and reasonably incurred by Indemnitee in so
cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to
hold Indemnitee harmless therefrom.

    


    (b) In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel
shall be selected as provided in this Section 11(b). The Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board), and Indemnitee shall give written notice to the
Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of
“Independent Counsel” as defined in Section 2 of this Agreement. If the
Independent Counsel is selected by the Board, the Company shall give written
notice to Indemnitee advising Indemnitee of the identity of the Independent
Counsel so selected and certifying that the Independent Counsel so selected
meets the requirements of “Independent Counsel” as defined in Section 2 of
this


    
      
         


      

      
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    Agreement.
In either event, Indemnitee or the Company, as the case may be, may, within ten
(10) days after such written notice of selection shall have been received,
deliver to the Company or to Indemnitee, as the case may be, a written objection
to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement,
and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent
jurisdiction has determined that such objection is without merit. If, within
twenty (20) days after submission by Indemnitee of a written request for
indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall
have been selected and not objected to, either the Company or Indemnitee may
petition a Kansas Court for resolution of any objection which shall have been
made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a Person selected
by a Kansas Court, and the Person with respect to whom all objections are so
resolved or the Person so appointed shall act as Independent Counsel under
Section 11(a) hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then
prevailing).

    


    (c) The
Company agrees to pay the reasonable fees and expenses of Independent Counsel
and to fully indemnify and hold harmless such Independent Counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.

    


    (d) If
the Company disputes a portion of the amounts for which indemnification is
requested, the undisputed portion shall be paid and only the disputed portion
withheld pending resolution of any such dispute.

    


    12. PRESUMPTIONS AND EFFECT OF
CERTAIN PROCEEDINGS.

    


    (a) In
making a determination with respect to entitlement to indemnification hereunder,
the Person or Persons making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a
request for indemnification in accordance with Section 10(b) of this Agreement,
and the Company shall have the burden of proof to overcome that presumption in
connection with the making by any Person or Persons of any determination
contrary to that presumption. Neither the failure of the Company (including by
its directors or Independent Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its
directors or


    
      
         


      

      
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    Independent
Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met
the

    applicable
standard of conduct.

    


    (b) If
the Person or Persons empowered or selected under Section 11 of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have
made a determination within thirty (30) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or
(ii) a final judicial determination that any or all such indemnification is
expressly prohibited under applicable law; provided, however, that such 30-day
period may be extended for a reasonable time, not to exceed an additional
fifteen (15) days, if the person, persons or entity making the determination
with respect to entitlement to indemnification in good faith requires such
additional time for the obtaining or evaluating of documentation and/or
information relating thereto.

    


    (c) The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee’s conduct was
unlawful.

    


    (d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have
acted in good faith if Indemnitee’s action is based on the records or books of
account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Enterprise in the
course of their duties, or on the advice of legal counsel for the Enterprise,
its Board, any committee of the Board or any director, or on information or
records given or reports made to the Enterprise, its Board, any committee of the
Board or any director, by an independent certified public accountant or by an
appraiser or other expert selected by the Enterprise, its Board, any committee
of the Board or any director. The provisions of this Section 12(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement.

    


    (e) The
knowledge and/or actions, or failure to act, of any other director, officer,
trustee, partner, managing member, fiduciary, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.


    
      
         


      

      
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    13. REMEDIES OF
INDEMNITEE.

    


    (a) In
the event that (i) a determination is made pursuant to Section 11 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses, to the fullest extent permitted by
applicable law, is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 11(a) of this Agreement within thirty (30) days after
receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 or the last sentence of
Section 11(a) of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, (v) a contribution payment is not made in
a timely manner pursuant to Section 7 of this Agreement, (vi) payment of
indemnification pursuant to Section 3 or 4 of this Agreement is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to
indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or
exoneration rights under this Agreement or otherwise is not made within ten (10)
days after receipt by the Company of a written request therefor, Indemnitee
shall be entitled to an adjudication by a Kansas Court to such indemnification,
hold harmless, exoneration, contribution or advancement rights. Alternatively,
Indemnitee, at his or her option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Except as set forth herein, the provisions
of Kansas law (without regard to its conflict of laws rules) shall apply to any
such arbitration. The Company shall not oppose Indemnitee’s right to seek any
such adjudication or award in arbitration.

    


    (b) Upon
the occurrence or non-occurrence of any of the events set forth in Section 13(a)
of this Agreement, any judicial proceeding or arbitration commenced pursuant to
this Section 13 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of
that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 13, Indemnitee shall be presumed to be entitled to be
indemnified, held harmless, exonerated and to receive advances of Expenses under
this Agreement and the Company shall have the burden of proving Indemnitee is
not entitled to be indemnified, held harmless, exonerated and to receive
advances of Expenses, as the case may be, and the Company may not refer to or
introduce into evidence any determination pursuant to Section 11(a) of this
Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a
judicial proceeding or arbitration pursuant to this Section 13, Indemnitee shall
not be required to reimburse the Company for any advances pursuant to Section 9
until a final determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or
lapsed).

    


    (c) If a
determination shall have been made pursuant to Section 11(a) of this Agreement
that Indemnitee is entitled to payment, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in


    
      
         


      

      
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    connection
with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.

    


    (d) The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 13 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.

    


    (e) The
Company shall indemnify and hold harmless Indemnitee to the fullest extent
permitted by law against all Expenses and, if requested by Indemnitee, shall
(within ten (10) days after the Company’s receipt of such written request) pay
to Indemnitee, to the fullest extent permitted by applicable law, all such
Expenses which are actually and reasonably incurred by Indemnitee in connection
with any judicial proceeding or arbitration brought by Indemnitee (i) in
connection with, to enforce Indemnitee’s rights under, or to recover damages for
breach of, this Agreement or any other indemnification, hold harmless,
exoneration, advancement or contribution agreement or provision of the Charter
or Bylaws of the Company now or hereafter in effect; or (ii) for recovery or
advances under any insurance policy maintained by any person for the benefit of
Indemnitee, regardless of the outcome and whether Indemnitee ultimately is
determined to be entitled to such indemnification, hold harmless or exoneration
right, advancement, contribution or insurance recovery, as the case may be
(unless such judicial proceeding or arbitration was not brought by Indemnitee in
good faith).

    


    (f)
Interest shall be paid by the Company to Indemnitee at the legal rate under
Kansas law for amounts which the Company indemnifies, holds harmless or
exonerates, or is obliged to indemnify, hold harmless or exonerate for the
period commencing with the date on which Indemnitee pays such amounts for which
he or she requested indemnification, to be held harmless, exoneration,
contribution, reimbursement or advancement of any Expenses and ending with the
date on which such payment is made to or on behalf of Indemnitee by the
Company.

    


    14. NON-EXCLUSIVITY; SURVIVAL OF
RIGHTS; SUBROGATION.

    


    (a) The
rights of Indemnitee as provided by this Agreement (i) shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled
under applicable law, the Charter or Bylaws of the Company, any agreement, a
vote of stockholders or a resolution of directors, or otherwise and (ii) shall
be enforced and this Agreement shall be interpreted independently of and without
reference to or limitation or constraint (whether procedural, substantive or
otherwise) by any other such rights to which Indemnitee may at any time be
entitled. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his or
her Corporate Status prior to such amendment, alteration or repeal. To the
extent that a change in applicable law, whether by statute or judicial decision,
permits greater


    
      
         


      

      
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    indemnification,
hold harmless or exoneration rights or advancement of Expenses than would be
afforded currently under the Charter, or the Bylaws of the Company or this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change. To the extent
that a change in Kansas law, whether by statute or judicial decision, narrows or
limits indemnification or advancement of Expenses that are afforded currently
under the Charter, the Bylaws or this Agreement, it is the intent of the parties
hereto that such change, except to the extent required by applicable law, shall
have no effect on this Agreement or the parties’ rights and obligations
hereunder.  No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.

    


    (b) The
KGCC, the Charter and the Bylaws permit the Company to purchase and maintain
insurance or furnish similar protection or make other arrangements including,
but not limited to, providing a trust fund, letter of credit, or surety bond
(“Indemnification Arrangements”) on behalf of
Indemnitee against any liability asserted against Indemnitee or incurred by or
on behalf of Indemnitee or in such capacity as a director, officer, employee or
agent of the Company, or arising out of Indemnitee’s status as such, whether or
not the Company would have the power to indemnify Indemnitee against such
liability under the provisions of this Agreement or under the KGCC, as it may
then be in effect. The purchase, establishment, and maintenance of any such
Indemnification Arrangement shall not in any way limit or affect the rights and
obligations of the Company or of the Indemnitee under this Agreement except as
expressly provided herein, and the execution and delivery of this Agreement by
the Company and the Indemnitee shall not in any way limit or affect the rights
and obligations of the Company or the other party or parties thereto under any
such Indemnification Arrangement.

    


    (c) In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.

    


    (d) The
Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses
hereunder to Indemnitee who is or was serving at the request of the Company as a
director, officer, trustee, partner, managing member, fiduciary, employee or
agent of any other Enterprise shall be reduced by any amount Indemnitee has
actually received as indemnification, hold harmless or exoneration payments or
advancement of expenses from such Enterprise.  Notwithstanding any
other provision of this Agreement to the contrary, (i) Indemnitee shall have no
obligation to reduce, offset, allocate, pursue or apportion any indemnification,
hold harmless, exoneration, advancement, contribution or insurance coverage
among multiple parties possessing such duties to Indemnitee prior
to


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    the
Company’s satisfaction and performance of all its obligations under this
Agreement, and (ii) the Company shall perform fully its obligations under this
Agreement without regard to whether Indemnitee holds, may pursue or has pursued
any indemnification, advancement, hold harmless, exoneration, contribution or
insurance coverage rights against any person or entity other than the
Company.

    


    15. DURATION OF
AGREEMENT.  All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee serves as a
director or officer of the Company or as a director, officer, trustee, partner,
managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue
thereafter so long as Indemnitee may be subject to any possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 13 of this Agreement) by reason of Indemnitee’s
Corporate Status, whether or not he is acting in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided
under this Agreement.

    


    16.
SEVERABILITY.  If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section, paragraph or
sentence of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested
thereby.

    


    17. ENFORCEMENT AND BINDING
EFFECT.

    


    (a) The
Company expressly confirms and agrees that it has entered into this Agreement
and assumed the obligations imposed on it hereby in order to encourage
Indemnitee to serve and/or continue to serve as a director, officer or key
employee of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director, officer or key employee of the
Company.

    


    (b)
Without limiting any of the rights of Indemnitee under the Charter or Bylaws of
the Company as they may be amended from time to time, and except as provided in
Section 14(a), this Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and understandings, oral, written and implied, between the
parties hereto with respect to the subject matter hereof.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    


    (c) The
rights to be indemnified and to receive contribution and advancement of Expenses
provided by or granted Indemnitee pursuant to this Agreement shall apply to
Indemnitee’s service as an officer, director, employee or agent of the Company
prior to the date of this Agreement, as well as service on or after the date of
this Agreement.

    


    (d) The
indemnification, hold harmless, exoneration and advancement of expenses rights
provided by or granted pursuant to this Agreement shall be binding upon and be
enforceable by the parties hereto and their respective successors and assigns
(including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business or assets of the
Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or of any other Enterprise, and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, estate,
heirs, devisees, executors and administrators and other legal
representatives.

    


    (e) The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to the Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place.

    


    (f) The
Company and Indemnitee agree herein that a monetary remedy for breach of this
Agreement, at some later date, may be inadequate, impracticable and difficult of
proof, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement
by seeking, among other things, injunctive relief and/or specific performance
hereof, without any necessity of showing actual damage or irreparable harm and
that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he may be
entitled. The Company and Indemnitee further agree that Indemnitee shall be
entitled to such specific performance and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, without
the necessity of posting bonds or other undertaking in connection therewith. The
Company acknowledges that in the absence of a waiver, a bond or undertaking may
be required of Indemnitee by the Court, and the Company hereby waives any such
requirement of such a bond or undertaking.

    


    18. MODIFICATION AND
WAIVER.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any
waiver constitute a continuing waiver.

    


    19. NOTICES.  All
notices, requests, demands and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given (i)
if


    
      
         


      

      
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    delivered
by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified or
registered mail with postage prepaid, on the third (3rd) business day after the
date on which it is so mailed:

    


    (a) If to
Indemnitee, at the address indicated on the signature page of this Agreement, or
such other address as Indemnitee shall provide in writing to the
Company.

    


    (b) If to
the Company, to:

    


    
      
        	
                The
      Empire District Electric Company

              
	
                602
      S. Joplin Avenue

              
	
                Joplin,
      Missouri  64801

              
	
                Attn:
      Secretary

              


      

    

    


    or to any
other address as may have been furnished to Indemnitee in writing by the
Company.

    


    


    20. APPLICABLE LAW AND CONSENT TO
JURISDICTION.  This Agreement and the legal relations among the
parties shall be governed by, and construed and enforced in accordance with, the
laws of the State of Kansas, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to
Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally: (a) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in a Kansas Court and
not in any other state or federal court in the United States of America or any
court in any other country; (b) consent to submit to the exclusive jurisdiction
of the Kansas Courts for purposes of any action or proceeding arising out of or
in connection with this Agreement; (c) waive any objection to the laying of
venue of any such action or proceeding in a Kansas Court; and (d) waive, and
agree not to plead or to make, any claim that any such action or proceeding
brought in a Kansas Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial.

    


    21. IDENTICAL
COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

    


    22.
MISCELLANEOUS.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction
thereof.

    


    23.  ADDITIONAL
ACTS.  If for the validation of any of the provisions in this
Agreement any act, resolution, approval or other procedure is required, the
Company


    
      
         


      

      
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    undertakes
to cause such act, resolution, approval or other procedure to be affected or
adopted in a manner that will enable the Company to fulfill its obligations
under this Agreement.

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Indemnity Agreement to be signed as of the day
and year first above written.

    


    


    THE
EMPIRE DISTRICT ELECTRIC COMPANY

    


    


    ______________________________

    Name:

    Title:

    


    


    INDEMNITEE

    


    


    


    ______________________________

    Name:

    Address:

    


     

     

     

    17