Exhibit (10)(n)


 


February 12, 2009


 


	
  Name

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dear

  	
   

  	
  :

  
					



 


The Empire District Electric Company


2006
Stock Incentive Plan (the “Plan”)


 


Notice
of Award of Dividend Equivalents


 


This is to advise you that effective as of February 4,
2009 (the “Grant Date”), The Empire District Electric Company (“the Company”)
has granted to you dividend equivalents as set forth in this Award (the “Dividend
Equivalents”) subject to the conditions and terms herein stated and the
applicable terms and conditions of the Plan (copy attached). The Dividend
Equivalents covered by this Award relate to the Non-Qualified Stock Option
Award dated February 4, 2009 made to you under the Plan (the “Related
Option”) granting you the right to purchase                      
shares of Common Stock of the Company (“Stock”) subject to the terms and
conditions of that award and the applicable terms and conditions of the
Plan.  This Award is intended to be a
Restricted Stock Award within the meaning of the Plan and constitutes a separate
arrangement from the Related Option.


 


1.                                       Dividend Equivalents.  You are hereby granted the right to receive a number of shares of Stock
on the terms and conditions hereinafter set forth.  During the period from the Grant Date to the
earlier of:  (i) the Conversion Date
(as hereinafter defined) or (ii) the date on which your employment
terminates for any reason, there shall be credited to an account (“Account”)
established on the books of the Company Dividend Equivalents in an amount equal
to the dividends that would have been payable to you if you owned the number of
shares of Stock covered by the Related Option. 
No interest or earnings will be credited on such Dividend
Equivalents.  The “Conversion Date” shall
be the earlier of (i) February 4, 2012, or (ii) the date of a
Change in Control of the Company.  If
your employment terminates other than by reason of a Designated Termination (as
defined in Section 12 below) before the Conversion Date, you will forfeit
the entire amount credited to your Account and will have no right to any
benefits under this Award.  If you either
(i) continue in employment with the Company and its Subsidiaries through
the Conversion Date or (ii) terminate employment before the Conversion
Date by reason of a Designated Termination (as defined in Section 12
below), then as of the Conversion Date, your Account will be converted into a
number of shares of Stock determined by dividing the amount credited to your
Account by the Fair Market Value (as defined in the Plan) of a share of Stock
on the Conversion Date (disregarding fractions of a share).


 

















 


2.                                       Payment of Stock.  In the event of the conversion of your Account into shares of Stock
pursuant to the provisions of Section 1 above, a certificate for the
shares of Stock to which you become entitled will be delivered to you or, in
the event of your death, to the person or persons determined pursuant to Section 3
below, on the Conversion Date, or the nearest business day.


 


3.                                       Heirs and Successors.  This Award shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, purchase of assets or otherwise, all or substantially
all of the Company’s assets and business. 
If any of the benefits distributable to you under this Award have not
been distributed at the time of your death, such benefits shall be distributed
to your Designated Beneficiary, in accordance with the provisions of this Award
and the Plan.  The “Designated
Beneficiary” shall be the beneficiary or beneficiaries designated by you in a
writing filed with the Committee in such form and at such time as the Committee
shall require.  If you are deceased and
failed to designate a beneficiary, or if the Designated Beneficiary does not
survive you, any benefits distributable to you shall be distributed to the
legal representative of your estate.  If
you are deceased and have designated a beneficiary and the Designated
Beneficiary survives you but dies before the complete distribution of benefits
to the Designated Beneficiary under this Award, then any benefits distributable
to the Designated Beneficiary shall be distributed to the legal representative
of the estate of the Designated Beneficiary.


 


4.                                       Administration.  The authority to manage and control the operation and administration of
this Award shall be vested in the Committee identified in the Plan, and the
Committee shall have all of the powers with respect to this Award that it has
with respect to the Plan.  Any
interpretation of the Award by the Committee and any decision made by it with
respect to the Award are final and binding on all persons.


 


5.                                       Amendment.  This Award may be amended by written agreement between you and the
Company, without the consent of any other person.


 


6.                                       Nontransferability.  This Award shall not be transferable except by will or the laws of
descent and distribution or by beneficiary designation in accordance with Section 3
above.


 


7.                                       Taxes.  The Company shall be entitled to withhold the amount of any withholding
tax payable with respect to the Award and to sell such number of shares of
Stock as may be necessary to produce the amount requested by the employee to be
withheld, unless the recipient supplies to the Company cash in the amount
requested by the Company for the purpose.  The employee may request
amounts withheld in excess of the minimum statutory requirement.


 


8.                                       Employee and Shareholder
Status.  This Award does not constitute a contract of
continued service and does not give you the right to be retained as an employee
of the Company or any of its Subsidiaries. This Award does not confer upon you
or any other holder thereof any right as a shareholder of the Company prior to
the issuance of shares of Stock pursuant to this Award.


 


9.                                       Plan Governs.  Notwithstanding anything in this Award to the contrary, the terms of
this Award shall be subject to the terms of the Plan.


 


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10.                                 Unsecured Creditor.  Your rights with respect to the Award and the shares of Stock subject
thereto prior to the delivery of a certificate for shares of Stock pursuant to Section 2
above are those of an unsecured general creditor of the Company.  No shares of Stock or other specific property
is or will be set apart in trust or otherwise with respect to the Award but all
of your rights in the Award will be evidenced only by entries on the books of
the Company unless and until shares of Stock are actually issued to you, your
beneficiary or your estate pursuant to the Award.


 


11.                                 Rules Relating to
Termination of Employment.  For purposes of this Award, the date of
termination of your employment shall be the first day occurring on or after the
Grant Date on which you are not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided that
a termination of employment shall not be deemed to occur by reason of a
transfer of you between the Company and a Subsidiary or between two
Subsidiaries; and further  provided that your employment shall not
be considered terminated while you are on a leave of absence from the Company
or a Subsidiary approved by your employer. 
If, as a result of a sale or other transaction, your employer ceases to
be a Subsidiary (and your employer is or becomes an entity that is separate
from the Company), and you are not, at the end of the 30-day period following
the transaction, employed by the Company or an entity that is then a
Subsidiary, then, the occurrence of such transaction shall be treated as the
date of termination of your employment caused by you being discharged by the
employer.


 


12.                                 Definitions.  For purposes of this Award, the terms used in this Award shall have the
following meanings:


 


(i)                                     Cause.  A termination of employment for “Cause” means any termination of your
employment by the Company or any of its Subsidiaries for (i) serious,
willful misconduct in respect of your obligations to the Company or its
Subsidiaries, which has caused demonstrable and serious injury to the Company
or any of its Subsidiaries, monetary or otherwise, as evidenced by a
determination in a binding and final judgment, order or decree of a court or
administrative agency of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal, in an action, suit or proceeding, whether civil,
criminal, administrative or investigative; (ii) conviction of a felony,
which has caused demonstrable and serious injury to the Company or any of its
Subsidiaries, monetary or otherwise, as evidenced by a binding and final
judgment, order, or decree of a court of competent jurisdiction, in effect
after exhaustion or lapse of all rights of appeal; or (iii) your willful
and continual failure to substantially perform your duties for the Company or
any of its Subsidiaries (other than resulting from your incapacity due to
physical or mental illness) which failure continued for a period of at least
thirty (30) days after a written notice of demand for substantial performance
has been delivered to you specifying the manner in which you have failed to
substantially perform.


 


(ii)                                  Change in Control.  A “Change in Control” of the Company shall mean “a change in the
ownership or effective control” of the Company, or “in the ownership of a
substantial portion of the assets” of the Company, within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and Treasury regulations and
Internal Revenue Service guidance thereunder.


 


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(iii)                               Designated Termination.  “Designated Termination” means the termination of your employment with
the Company and its Subsidiaries by reason of your death, Retirement,
Disability, involuntary termination by the Company and its Subsidiaries without
Cause or voluntary termination by you with the consent of the Committee.


 


(iv)                              Disability.  Except as otherwise provided by the Committee, “Disability” means the
determination by the Committee, in its sole discretion, that a permanent and
total disability exists in accordance with uniform and non-discriminatory
standards adopted by the Committee from time to time.


 


(v)                                 Retirement.  “Retirement” means your retirement on an “Early Retirement Date” or on
or after your “Normal Retirement Date,” as those terms are defined in The
Empire District Electric Company Employees’ Retirement Plan.


 


(vi)                              Plan Definitions. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is similarly
used in this Award.


 


Please acknowledge receipt of this Notice of Award
by signing and returning to the Secretary of the Company the enclosed copy
thereof, together with a completed and signed beneficiary designation form.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Chairman of the Plan Committee

  



 


 


Receipt
of the foregoing Award of Dividend

Equivalents is hereby acknowledged.  My

signed beneficiary designation form is attached.


 


	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 


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