EXHIBIT (10)(p)


 


February 12, 2009


 


	
  Name

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dear

  	
   

  	
  :

  	
   

  
							



 


The Empire
District Electric Company


2006 Stock
Incentive Plan (the “Plan”)


 


Notice of
Performance-Based Restricted Stock Award


 


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 a
performance-based Restricted Stock Award (the “Award”) under the Plan
consisting of the right to receive the number of shares of Common Stock of the
Company (“Stock”) as set forth in Exhibit 1 attached hereto, subject to
the performance measures, forfeiture and other conditions and terms herein
stated and the applicable terms and conditions of the Plan (copy
attached).  This Award shall relate to
the Performance Period beginning on January 1, 2009 and ending on December 31,
2011 (the “Performance Period”).


 


1.                                       Settlement of Awards.  The
Company shall deliver to you one share of Stock for each Performance Share
earned by you, as determined in accordance with the provisions of Exhibit 1,
which is attached to and forms a part of this Award.  The earned Performance Shares payable to you
in accordance with the provisions of this Section 1 shall be paid solely
in shares of Stock.


 


2.                                       Time of Payment. 
Except as otherwise provided in the second sentence of Section 5 of
this Award, payment of Performance Shares earned in accordance with the
provisions of Section 1 above will be delivered as soon as practicable
after the end of the Performance Period but not later than 60 days after the
end of the Performance Period.


 


3.                                       Retirement, Disability, or Death During Performance Period.  If your employment with the Company and its
Subsidiaries terminates during the Performance Period because of your
Retirement, Disability, or death, you shall be entitled to a prorated number of
the Performance Shares earned in accordance with Exhibit 1, determined at
the end of the Performance Period, and based on the ratio of the number of
months you were employed during the Performance Period (rounding a fraction of
a month to the next higher number of whole months) to the total number of
months in the Performance Period. 
Fractional shares shall be disregarded.


 


4.                                       Termination of Employment During
Performance Period.  If your employment with the Company and its
Subsidiaries terminates during the Performance Period for any reason other than
your Retirement, Disability, or death, the Performance Shares granted under
this Award will be forfeited on the date of such termination of employment; provided,
however, that in such circumstances, the Committee, in its sole
discretion, may determine that


 

















 


you will be entitled to receive a portion of the Performance Shares
earned in accordance with Exhibit 1, determined at the end of the
Performance Period, but not in excess of a pro rata portion of the
Performance Shares so earned based on the ratio of the number of months you
were employed during the Performance Period (rounding a fraction of a month to
the next higher number of whole months) to the total number of months in the
Performance Period and disregarding fractional shares.


 


5.                                       Change in Control.  If a
Change in Control of the Company occurs during the Performance Period, and the
date of termination of your employment does not fall before the Change in
Control date, you shall earn the Performance Shares that would have been earned
by you in accordance with Exhibit 1 as if performance at the Target for
the Performance Period had been achieved, but prorated based on the ratio of
the number of months you were employed during the Performance Period through
the date of the Change in Control (rounding a fraction of a month to the next
higher number of whole months), to the total number of months in the
Performance Period.  As soon as
practicable after the Change in Control but no later than 60 days after the
Change in Control, there shall be delivered to you one share of Stock for each
Performance Share so earned.  Fractional
shares shall be disregarded.  As of the
end of the Performance Period, the Committee shall determine the number of
Performance Shares, if any, that you earned pursuant to this Award determined
without regard to this Section 5, and there shall be delivered to you one
share of Stock for each Performance Share earned by you, but reduced by the
number of Performance Shares with respect to which payment was previously made
to you under this Section 5.  If the
number of Performance Shares earned by you as of the end of the Performance
Period is less than the number of Performance Shares with respect to which
payment was previously made to you under this Section 5, you shall not be
required to repay any amounts to the Company on account of such payment under
this Section 5 for any reason, including failure to achieve the
Performance Measures.


 


6.                                       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.


 


7.                                       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.


 


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


 


9.                                       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 6
above.


 


10.                                 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.


 


11.                                 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.


 


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


 


13.                                 Unsecured Creditor. 
Your rights with respect to the Award and the shares of Stock subject
thereto during the Performance Period 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.


 


14.                                 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.


 


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


 


(i)                                       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


 


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the Internal Revenue Code of 1986, as amended, and
Treasury regulations and Internal Revenue Service guidance thereunder.


 


(ii)                                    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.


 


(iii)                                 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.


 


(iv)                                Voting Securities.  “Voting Securities” means any securities
which carry the right to vote generally in the election of directors.


 


(v)                                   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
Notice of


Performance-Based
Restricted Stock Award is


hereby acknowledged.  My signed beneficiary


designation form is
attached.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 


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EXHIBIT 1


 


PERFORMANCE MEASURES


 


1.               Measures
that will be applied to determine the amount of the award to be made under the
terms of the attached performance-based Restricted Stock Award (the “Award”).  This Exhibit 1 is incorporated into and
forms a part of the Award.


 


2.                                       Revision of Performance Measures.  The Performance Measures set forth in this Exhibit 1
may be modified by the Committee during, or after the end of, the Performance
Period to reflect significant events that occur during the Performance Period
that may have a substantial effect on the application of the Performance
Measure.  No modification shall be
permitted pursuant to this Section 2 that would cause the award to be
deferred compensation subject to inclusion in income and penalties under Section 409A(a)(1) of
the Internal Revenue Code of 1986, as amended.


 


3.                                       Performance Goals. 
The Performance Measure for the Award is the percentile ranking of the
Company’s “Total Shareholder Return” for the Performance Period (share price
appreciation plus dividends over beginning share price) as measured against the
“Total Shareholder Return” for the attached peer group of companies for the
same period, and specified below:


 


(i)             “Threshold”
— equal to the 20th percentile level of the peer group of companies;


 


(ii)          “Target”
— equal to the 50th percentile level of the peer group of companies; and


 


(iii)       “Maximum” — equal to the 80th percentile level
of the peer group of companies.


 


4.                                       Amount of Award.  The
number of shares of Stock distributable to you under the Agreement shall be
determined in accordance with the following schedule:


 


5.                                       Number of Performance Shares.  For Company performance against plan metrics,
the number of Performance Shares of Stock granted shall be as follows:


 


(i)             For
performance at Threshold,                
shares;


 


(ii)          For
performance at Target,                
shares;


 


(iii)       For performance at Maximum,               
shares; and


 


(iv)      The
“Number of Performance Shares” shall be interpolated to account for performance
that falls between Threshold, Target and Maximum.


 


Fractional shares shall
be disregarded.