EXHIBIT (10)(q)


 


SUMMARY OF THE COMPENSATION OF NON-EMPLOYEE DIRECTORS OF


THE EMPIRE DISTRICT ELECTRIC COMPANY


 


Set
forth below if a summary of the compensation provided to directors who are not
officers or employees of the Company (“Non-Employee Directors”).  Directors who are also officers or employees
of the Company do not receive any compensation for duties performed as a
Director.


 


Effective
January 1, 2009, each Non-Employee Director is paid a monthly retainer for
his or her services as a Director at a rate of $50,000 per annum.  The Chairman of each Committee receives an
annual retainer of $5,000 ($10,000 for the Chairman of the Audit Committee).  The Chairman and Vice-Chairman of the Board receive
annual retainers of $80,000 and $25,000, respectively.  One-twelfth of the annual retainer for each
Committee Chairman, the Vice Chairman and the Chairman of the Board is paid
each month that the Director serves in that position.  In addition, a $1,000 per day fee is paid in
the event an individual Committee or the Board meets more than 10 times per
year.


 


Our
2006 Stock Incentive Plan permits our Non-Employee Directors to receive shares
of common stock in lieu of all or a portion of any cash payment for services
rendered as a Director.  In addition, a Non-Employee
Director may defer all or part of any compensation payable for his or her
services under the terms of our Deferred Compensation Plan for Directors.  Amounts so deferred are credited to an
account for the benefit of the Director and accrue an interest equivalent at a
rate equal to the prime rate.  A Non-Employee
Director is entitled to receive all amounts deferred in a number of annual
installments following retirement, as elected by him or her.


 


In
addition to the cash retainer and fees for Non-Employee Directors, we maintain
a Stock Unit Plan for Non-Employee Directors, which we refer to as the Stock
Unit Plan, to provide Non-Employee Directors the opportunity to accumulate
benefits in the form of common stock units. 
Each common stock unit earns dividends in the form of common stock units
and can be redeemed for one share of common stock upon the retirement or death
of the Non-Employee Director or on a date elected in advance by the
Non-Employee Director (which may not be earlier than January of the third
calendar year from the calendar year in which the election is made) with
respect to awards made on or after January 1, 2006.  The number of units granted annually is
calculated by dividing the annual contribution rate, which is either the annual
retainer fee or such other amount as is established by the Board of Directors,
by the fair-market value of our common stock on January 1 of the year the
units are granted.  Common stock unit
dividends are computed based on the fair market value of our common stock on
the dividend’s record date.


 

















 


Travel
Insurance. Empire maintains $250,000 of business travel accident insurance for Non-Employee
Directors while traveling on Empire business.


 


Director
Education.  In accordance with Empire’s
Corporate Governance Guidelines, Empire encourages Directors to attend
education programs relating to the responsibilities of directors of public
companies.  The expenses for the
Directors to attend these courses are paid by Empire and the Director receives
a $1,000 stipend per each day of outside training.


 


Reimbursement
of Expenses.  Empire reimburses
Non-Employee Directors for expenses incurred in connection with attending Board
of Director meetings and other Company events including the reimbursement of
expenses for transportation on commercial, chartered or private aircraft.  On occasion, a spouse or guest of a
Non-Employee Director is invited by Empire to an Empire event and travels with
the Non-Employee Director for which Empire reimburses the Non-Employee Director
for both their expenses.