Empire S-8 Exhibit 4(u) - Employee Stock Purchase Plan


    Exhibit
      4(u)

    
       

    

    THE
      EMPIRE DISTRICT ELECTRIC COMPANY

    EMPLOYEE
      STOCK PURCHASE PLAN

    


    


    Section
      1. Purpose of the Plan

     

    The
      Empire District Electric Company Employee Stock Purchase Plan (the "Plan")
      is
      intended and devised to provide a suitable means by which eligible employees
      ("Employees") of The Empire District Electric Company (the "Company") and any
      approved controlled corporations ("Subsidiary Companies") may accumulate,
      through voluntary, systematic payroll deductions (and interest thereon as and
      to
      the extent provided for herein), amounts regularly credited to their Stock
      Purchase Accounts and once every twelve (12) months have such credited amounts
      applied to the purchase of newly issued shares of the Common Stock of the
      Company (the "Stock") pursuant to the forty-three offerings which the Company
      is
      hereby making. The Plan, therefore, provides Employees with opportunities to
      acquire proprietary interests in the Company, and it will also provide them
      with
      additional incentives to continue their employment and promote the best
      interests of the Company.

     

    Section
      2. Effective Date and Term of the Plan

     

    The
      Plan
      was adopted by the Board of Directors of the Company on October 24, 1969, and
      the Plan became effective June 1, 1970 subject to approval by the stockholders
      of the Company. Subject to the provisions of Section 26 the Plan will continue
      in effect during a term beginning on its effective date and extending through
      May 31, 2013.

     

    Section
      3. Number of Shares Reserved Under the Plan

     

    Eight
      hundred twenty-five thousand (825,000) shares of the Stock had been reserved
      for
      offering and made available for subscription under the Plan and subject to
      the
      provisions of Section 12 of the Plan as of May 31, 1990. On January 29, 1992,
      an
      additional three hundred thirty-seven thousand, one hundred seventy-five shares
      (337,175),were added to the reserve shares through a 2-for-1 stock split of
      the
      Common Stock of the Company. On February 23, 2005, an additional 500,000 shares
      were reserved for offering and made available for subscription under the Plan
      and subject to the provisions of Section 12 of the Plan subject to shareholder
      approval. One million, six hundred sixty-two thousand, one hundred seventy-five
      (1,662,175) is the maximum number of shares of the Stock which may be issued
      and
      sold thereunder.

     

    At
      the
      beginning of each Purchase Period, provided for in Section 6 of the Plan, the
      Company will furnish to each Employee a form (hereinafter called a "Notice
      of
      Shares Offered") stating the maximum number of shares which he shall be entitled
      to purchase in accordance with the provisions of clause (ii) in the first
      paragraph of Section 5 of the Plan.

     

    Section
      4. Eligible Employees

     

    All
      regular full-time employees (including officers), and all employees whose
      customary employment is for more than five months in any calendar Year or 20
      hours per week, of the Company or a Subsidiary Company are eligible to
      participate in the Plan.

     

    Section
      5. Entry Into, and Participation in, the Plan

     

    An
      Employee may enter into the Plan only as of the beginning of one of the Purchase
      Periods. If an individual becomes an Employee after the commencement of a
      Purchase Period, he may not enter into the Plan until the beginning of the
      next
      Purchase Period. A copy of the Plan will 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    be
      furnished to each Employee prior to the Date of Grant of the first Purchase
      Period during which he is eligible to participate. To enter into the Plan an
      Employee must deliver (or cause to be delivered) as provided for in Section
      8 of
      the Plan to the Treasurer of the Company on a form which the Company shall
      furnish to him a contingent subscription for Stock and authorization for payroll
      deductions to effect the purchase of Stock (hereinafter called a "Participation
      Election"). In his Participation Election an Employee must:

     

    (i)
      authorize payroll deductions in a full dollar amount within the limits
      prescribed in Sections 8 and 9 of the Plan and specify the number of dollars
      per
      pay period to be deducted regularly from his compensation,

     

    (ii)
      elect and authorize the purchase in each Purchase Period of a specific number
      of
      shares of Stock by him on the Exercise Date specified in Section 7 which falls
      at or near the close of each Purchase Period,

     

    
      	 	
              (I)
                

            	
              such
                specific number of shares not to exceed the number of shares purchasable
                at a price equal to 90% of the closing price of the Stock on the
                New York
                Stock Exchange on the Date of Grant of the Purchase Period with the
                aggregate amount of payroll deductions authorized for the Purchase
                Period
                and interest thereon, and

            


    

     

    
      	 	
              (II)

            	
              his
                specification of the number of shares of Stock to be purchased in
                each
                Purchase Peri-od after the first Purchase Period during which he
                elects to
                participate in the Plan to be made within seven days following and
                as of
                the Date of Grant of each such Purchase Period on a form which, at
                the
                beginning of each such Purchase Period and together with the Notice
                of
                Shares Offered provided for in Section 3 of the Plan, the Company
                shall
                furnish to him and which shall be deemed a part of his Participation
                Election,

            


    

     

    (iii)
      agree to remain in the employ of an Employer-corporation for at least
      twenty-four (24) calendar months following the Date of Grant of the last
      Purchase Period in which he participates if requested so to do by the
      Company,

     

    (iv)
      furnish the exact name or names and address or addresses in which shares of
      Stock purchased by him through the Plan are to be issued, and

     

    (v)
      agree
      to notify the Treasurer of the Company if he should dispose of Stock purchased
      through the Plan within two years of the Date of Grant of the Purchase Period
      during which he purchased such Stock.

     

    Shares
      of
      Stock purchased under the Plan may be issued in the Employee's name or, if
      so
      designated by the Employee, in his name and the name of another person who
      is a
      member of his family, with right of survivorship; and for this purpose the
      family of an Employee shall include only his spouse, his ancestors and lineal
      descendants and his brothers and sisters.

     

    An
      Employee need not, and may not, make any down payment in order to enter into
      the
      Plan.

     

    Participation
      in the Plan is entirely voluntary, and a participating Employee may withdraw
      from participation as provided in Section 16 of the Plan during any Purchase
      Period at any time prior to the Exercise Date of such Purchase
      Period.

     

    Nothing
      in the Plan shall confer upon any Employee any right to continue in employment
      or interfere in any way with the right of the Company or any other
      Employer-corporation to terminate his employment at any time.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    Section
      6. Purchase Periods and Offerings

     

    The
      forty-three twelve-month periods designated below shall be Purchase Periods,
      during which installment payments shall be made through payroll deductions,
      commencing with the following beginning dates (hereinafter called "Dates of
      Grant") and extending through the following ending dates (hereinafter called
      "Closing Dates"):

     

    
      

        
          	
                  Dates
                    of 

                  Grant

                	
                  Purchase
                    Period

                  Designations

                	
                   

                  Closing
                    Dates

                


        

      

       

      
        	 	 	 
	
                June
                  1, 1970

              	
                First

              	
                May
                  31, 1971

              
	
                June
                  1, 1971

              	
                Second

              	
                May
                  31, 1972

              
	
                June
                  1, 1972

              	
                Third

              	
                May
                  31, 1973

              
	
                June
                  1, 1973

              	
                Fourth

              	
                May
                  31, 1974

              
	
                June
                  3, 1974

              	
                Fifth

              	
                May
                  31, 1975

              
	
                June
                  2, 1975

              	
                Sixth

              	
                May
                  31, 1976

              
	
                June
                  1, 1976

              	
                Seventh

              	
                May
                  31, 1977

              
	
                June
                  1, 1977

              	
                Eighth

              	
                May
                  31, 1978

              
	
                June
                  1, 1978

              	
                Ninth

              	
                May
                  31, 1979

              
	
                June
                  1, 1979

              	
                Tenth

              	
                May
                  31, 1980

              
	
                June
                  2, 1980

              	
                Eleventh

              	
                May
                  31, 1981

              
	
                June
                  1, 1981

              	
                Twelfth

              	
                May
                  31, 1982

              
	
                June
                  1, 1982

              	
                Thirteenth

              	
                May
                  31, 1983

              
	
                June
                  1, 1983

              	
                Fourteenth

              	
                May
                  31, 1984

              
	
                June
                  1, 1984

              	
                Fifteenth

              	
                May
                  31, 1985

              
	
                June
                  3, 1985

              	
                Sixteenth

              	
                May
                  31, 1986

              
	
                June
                  2, 1986

              	
                Seventeenth

              	
                May
                  31, 1987

              
	
                June
                  1, 1987

              	
                Eighteenth

              	
                May
                  31, 1988

              
	
                June
                  1, 1988

              	
                Nineteenth

              	
                May
                  31, 1989

              
	
                June
                  1, 1989

              	
                Twentieth

              	
                May
                  31, 1990

              
	
                June
                  1, 1990

              	
                Twenty-first

              	
                May
                  31, 1991

              
	
                June
                  3, 1991

              	
                Twenty-second

              	
                May
                  31, 1992

              
	
                June
                  1, 1992

              	
                Twenty-third

              	
                May
                  31, 1993

              
	
                June
                  1, 1993

              	
                Twenty-fourth

              	
                May
                  31, 1994

              
	
                June
                  1, 1994

              	
                Twenty-fifth

              	
                May
                  31, 1995

              
	
                June
                  1, 1995

              	
                Twenty-sixth

              	
                May
                  31, 1996

              
	
                June
                  3, 1996

              	
                Twenty-seventh

              	
                May
                  31, 1997

              
	
                June
                  2, 1997

              	
                Twenty-eighth

              	
                May
                  31, 1998

              
	
                June
                  1, 1998

              	
                Twenty-ninth

              	
                May
                  31, 1999

              
	
                June
                  1, 1999

              	
                Thirtieth

              	
                May
                  31, 2000

              
	
                June
                  1, 2000

              	
                Thirty-first

              	
                May
                  31, 2001

              
	
                June
                  1, 2001

              	
                Thirty-second

              	
                May
                  31, 2002

              
	
                June
                  3, 2002

              	
                Thirty-third

              	
                May
                  31, 2003

              
	
                June
                  2, 2003

              	
                Thirty-fourth

              	
                May
                  31, 2004

              
	
                June
                  1, 2004

              	
                Thirty-fifth

              	
                May
                  31, 2005

              
	
                June
                  1, 2005

              	
                Thirty-sixth

              	
                May
                  31, 2006

              
	
                June
                  1, 2006

              	
                Thirty-seventh

              	
                May
                  31, 2007

              
	
                June
                  1, 2007

              	
                Thirty-eighth

              	
                May
                  31, 2008

              
	
                June
                  2, 2008

              	
                Thirty-ninth

              	
                May
                  31, 2009

              
	
                June
                  1, 2009

              	
                Fortieth

              	
                May
                  31, 2010

              
	
                June
                  1, 2010

              	
                Forty-first

              	
                May
                  31, 2011

              
	
                June
                  1, 2011

              	
                Forty-second

              	
                May
                  31, 2012

              
	
                June
                  1, 2012

              	
                Forty-third

              	
                May
                  31, 2013

              


      

    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    If
      any of
      the above Dates of Grant shall become a holiday or half-holiday in the State
      of
      New York, the next succeeding day which is not such a holiday or half-holiday
      shall be the Date of Grant. Each Purchase Period shall include all pay periods
      ending within it. During each Purchase Period participating Employees are to
      accumulate credits through payroll deductions to be made at the close of each
      pay period for the purchase of shares of Stock under the Plan. Any interest
      to
      which an Employee may be entitled under the Plan for participation during a
      Purchase Period will be credited on the Exercise Date (specified in Section
      7 of
      the Plan) for the Purchase Period or, in the event his employment shall
      terminate prior to the Exercise Date, on the date of the termination of his
      employment. With respect to each Purchase Period the Company is hereby making
      a
      separate offer to sell (or granting a separate option to buy) to participating
      Employees the number of shares (subject to the provisions of Sections 3, 5,
      11
      and 12 of the Plan) which shall be purchasable through the application of
      amounts credited to such Employee's Stock Purchase Accounts at the purchase
      price per share determined on the Exercise Date which falls within the Purchase
      Period (such number of shares to be subject to reduction in the event of a
      pro
      rata apportionment provided for in Section 22).

     

    Section
      7. Purchase Prices and Exercise Dates

     

    In
      each
      Purchase Period there shall be a date called the "Exercise Date", which shall
      be
      as shown in the following tabulation:

     

     

    
      
        	
                    Purchase
                  Periods

              	
                    Exercise
                  Dates

              
	 	 
	
                First

              	
                May
                  31, 1971 (Monday)

              
	
                Second

              	
                May
                  31, 1972 (Tuesday)

              
	
                Third

              	
                May
                  31, 1973 (Thursday)

              
	
                Fourth

              	
                May
                  31, 1974 (Friday)

              
	
                Fifth

              	
                May
                  30, 1975 (Friday)

              
	
                Sixth

              	
                May
                  31, 1976 (Monday)

              
	
                Seventh

              	
                May
                  31, 1977 (Tuesday)

              
	
                Eighth

              	
                May
                  31, 1978 (Wednesday)

              
	
                Ninth

              	
                May
                  31, 1979 (Thursday)

              
	
                Tenth

              	
                May
                  30, 1980 ( Friday)

              
	
                Eleventh

              	
                May
                  29, 1981 (Friday)

              
	
                Twelfth

              	
                May
                  31, 1982 (Monday)

              
	
                Thirteenth

              	
                May
                  31, 1983 {Tuesday)

              
	
                Fourteenth

              	
                May
                  31, 1984 (Thursday)

              
	
                Fifteenth

              	
                May
                  31, 1985 (Friday)

              
	
                Sixteenth

              	
                May
                  30, 1986 (Friday)

              
	
                Seventeenth

              	
                May
                  29, 1987 (Friday)

              
	
                Eighteenth

              	
                May
                  31, 1988 (Tuesday)

              
	
                Nineteenth

              	
                May
                  31, 1989 (Wednesday)

              
	
                Twentieth

              	
                May
                  31, 1990 (Thursday)

              
	
                Twenty-first

              	
                May
                  31, 1991 (Friday)

              
	
                Twenty-second

              	
                May
                  29, 1992 (Friday)

              
	
                Twenty-third

              	
                May
                  31, 1993 (Monday)

              
	
                Twenty-fourth

              	
                May
                  31, 1994 (Tuesday)

              
	
                Twenty-fifth

              	
                May
                  31, 1996 (Wednesday)

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      
        	 	 
	
                Twenty-sixth

              	
                May
                  31, 1996 (Friday)

              
	
                Twenty-seventh

              	
                May
                  30, 1997 (Friday)

              
	
                Twenty-eighth

              	
                May
                  29, 1998 (Friday)

              
	
                Twenty-ninth

              	
                May
                  31, 1999 (Monday)

              
	
                Thirtieth

              	
                May
                  31, 2000 (Wednesday)

              
	
                Thirty-first

              	
                May
                  31, 2001 (Thursday)

              
	
                Thirty-second

              	
                May
                  31, 2002 (Friday)

              
	
                Thirty-third

              	
                May
                  30, 2003 (Friday)

              
	
                Thirty-fourth

              	
                May
                  31, 2004 (Monday)

              
	
                Thirty-fifth

              	
                May
                  31, 2005 (Tuesday)

              
	
                Thirty-sixth

              	
                May
                  31, 2006 (Wednesday)

              
	
                Thirty-seventh

              	
                May
                  31, 2007 (Thursday)

              
	
                Thirty-eighth

              	
                May
                  30, 2008 (Friday)

              
	
                Thirty-ninth

              	
                May
                  29, 2009 (Friday)

              
	
                Fortieth

              	
                May
                  31, 2010 (Monday)

              
	
                Forty-first

              	
                May
                  31, 2011 (Tuesday)

              
	
                Forty-second

              	
                May
                  31, 2012 (Thursday)

              
	
                Forty-third

              	
                May
                  31, 2013 (Friday)

              


      



    If
      any of
      the dates shown in the above tabulation is or shall become a holiday or
      half-holiday in the State of New York, the day next preceding such date which
      is
      not such a holiday or half-holiday shall be the Exercise Date.

     

    The
      purchase price per share of Stock to be purchased pursuant to any of the
      offerings herein provided for shall be not less than $1 the present par value
      per share of the Stock, or not less than any future par value thereof. Subject
      to such minimum price and the provisions of Section 12 of the Plan the purchase
      price per share of Stock to be purchased on an Exercise Date through the
      application of amounts credited during the Purchase Period in which falls the
      Exercise Date to the Stock Purchase Accounts of participating Employees shall
      be
      the lesser of

     

    (A)
      an
      amount equal to 90% of the fair market value of the Stock at the time such
      option is granted or

     

    (B)
      an
      amount which under the terms of the option may not be less than 90% of the
      fair
      market value of the Stock at the time such option is exercised.

     

    The
      fair
      market value of the Stock at the time specified in clause (A) above shall be
      determined by using the closing price of the Stock on the New York Stock
      Exchange on the Date of Grant; and the fair market value of the Stock at the
      time specified in clause (B) above shall be determined by using the closing
      price of the Stock on the New York Stock Exchange on the Date of
      Exercise.

     

    Any
      Date
      of Grant or Exercise Date is subject to change for a holiday or half-holiday
      as
      provided in Section 6 and this Section 7 and for the unavailability of a closing
      price on the New York Stock Exchange as provided in Section 11.

     

    Section
      8. Payroll Deductions- Authorization and Amount

     

    Employees
      shall deliver (or cause to be delivered) to the Treasurer of the Company their
      Participation Elections within seven days following the Date of Grant of the
      first Purchase Period during which they wish to participate in the
      Plan.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    The
      full
      dollar amounts which Employees shall authorize in their Participation Elections
      may not be less than 2% nor in excess of 20% of their base pay determined as
      of
      the date by which their Participation Elections must be received (subject to
      the
      limitations of Section 9 of the Plan).

     

    The
      base
      pay of an Employee shall mean the gross amount of his pay determined on the
      basis of his regular, straight-time hourly, weekly or monthly rate for the
      number of hours normally worked exclusive of overtime, shift premiums or other
      compensation; provided, however, that in the case of an Employee whose
      compensation consists of salary, sales commissions and sales bonuses, his base
      pay shall also include his average sales commissions and sales bonuses received
      during the twelve-month period ended one month prior to the Date of Grant of
      each Purchase Period during which he participates in the Plan.

     

    If
      as a
      result of a change during, or prior to the commencement of, a Purchase Period
      in
      a participating Employee's base pay his deductions exceed the amount allowable,
      he must sign and deliver to the Treasurer of the Company a revision of
      authorization form (hereinafter called a "Revision of Authorization"), which
      will become effective for his first pay period ending in the next Purchase
      Period.

     

    By
      delivering at least ten days prior to the close of a pay period to the Treasurer
      of the Company a Revision of Authorization, a participating Employee may change,
      subject to the limitations of this Section 8 and Section 9 of the Plan, once
      during a Purchase Period the amount to be deducted from his pay during the
      next
      and following pay periods in such Purchase Period and subsequent Purchase
      Periods; and by delivering to the Treasurer of the Company within seven days
      following the Date of Grant of the next Purchase Period a Revision of
      Authorization a participating Employee may change the amount to be deducted
      from
      his pay during the next Purchase Period and any subsequent Purchase Period
      or
      Purchase Periods subject to the limitations of this Section 8 and Section 9
      of
      the Plan.

     

    A
      participating Employee's authorization for payroll deductions will remain in
      effect for the duration of the Plan unless suspended pursuant to the provisions
      of Section 11 or 15 of the Plan, unless his election to purchase Stock shall
      have been terminated pursuant to the provisions of Section 13 of the Plan,
      unless the amount of the deduction is changed as provided in this Section 8
      of
      the Plan or unless the Employee withdraws or is considered to have withdrawn
      from the Plan under Sections 15, 16 or 17 thereof.

     

    All
      amounts credited to the Stock Purchase Accounts of participating Employees
      shall
      be held in the general funds of the Company but shall be used from time to
      time
      in accordance with the provisions of the Plan.

     

    Section
      9. Limitations on the Granting of Options to a Participating Employee and on
      the
      Amount of Stock Which a Participating Employee May
      Purchase

     

    Anything
      in the Plan to the contrary notwithstanding, no participating Employee may
      be
      granted an option which permits his rights to purchase Stock under all such
      plans of his Employer-corporation and its parent and subsidiary companies (if
      any) to accrue at a rate which exceeds $25,000 of fair market value of such
      stock (determined at the time such option is granted) for each calendar year
      in
      which such option is outstanding at any time. For purposes of this Section
      9

     

    (i)
      the
      right to purchase Stock under an option accrues when the option (or any portion
      thereof) first becomes exercisable during the calendar year;

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (ii)
      the
      right to purchase Stock under an option accrues at the rate provided in the
      option, but in no case may such rate exceed $25,000 of fair market value of
      such
      Stock (determined at the time such option is granted) for any one calendar
      year;
      and

     

    (iii)
      a
      right to purchase Stock which has accrued under one option granted pursuant
      to
      the Plan may not be carried over to any other option.

     

    No
      participating Employee may be granted an option hereunder if such Employee,
      immediately after the option is granted, owns stock possessing five per cent
      or
      more of the total combined voting power or value of all classes of stock of
      the
      Employer-corporation or of its parent or subsidiary company. For the purposes
      of
      this paragraph a participating Employee shall be considered as owning the stock
      owned, directly or indirectly, by or for his brothers and sisters (whether
      by
      the whole or half blood), spouse, ancestors and lineal descendants; for the
      purposes of this paragraph stock owned, directly or indirectly, by or for a
      corporation, partnership, estate, or trust, shall be considered as being owned
      proportionately by or for its shareholders, partners, or beneficiaries; and
      for
      the purposes of this paragraph stock which the participating Employee may
      purchase under outstanding options shall be treated as stock owned by the
      participating Employee.

     

    Section
      10. Employees' Stock Purchase Accounts - Interest and
      Statements

     

    The
      amounts deducted from the pay of each participating Employee shall be credited
      to his individual Stock Purchase Account.

     

    Interest
      on all amounts deducted as aforesaid at the rate of five per cent (5%) per
      annum
      shall be credited to participating Employees' accounts on the Exercise Date
      of
      each Purchase Period except in the event of a decision not to purchase Stock
      made under Section 11 of the Plan or except in the event of the termination
      under Section 13 of the Plan of his election to purchase Stock or except on
      cash
      drawn as provided for in Section 14 of the Plan or except in the event of a
      withdrawal from the Plan as provided for in Section 16 of the Plan or except
      to
      the extent provided for in Section 17 of the Plan in the event of a termination
      of participation rights; and for the purpose of computing interest Employees'
      installment payments (effected through payroll deductions) made during a month
      are to be credited to their Stock Purchase Accounts as of the first of the
      month, and interest shall be computed on the average monthly balances during
      a
      Purchase Period.

     

    Employees
      participating in the Plan may not make direct cash payments to their Stock
      Purchase Accounts.

     

    Following
      the close of each Purchase Period the Company will furnish to each participating
      Employee an Account Statement of his individual Stock Purchase Account. This
      Account Statement shall show (i) the total amount of payroll deductions for
      the
      Purchase Period just closed, (ii) the amount of any cash withdrawal, (iii)
      the
      number of full shares (and the price per share) of Stock purchased pursuant
      to
      the provisions of Section 11 of the Plan by the participating Employee in the
      Purchase Period, (iv) the amount of interest credited to this Stock Purchase
      Account at the close of the Purchase Period and (v) any remaining balance of
      amounts of payroll deductions (his installment payments) and interest, which
      balance is to be refunded to the Employee following the close of the Purchase
      Period.

     

    Section
      11. Issuance and Purchase of Stock

     

    Shares
      of
      Stock may be purchased by participating Employees only on one date in each
      Purchase Period, such date being the Exercise Date; and the right which the
      Company grants to participating Employees to purchase Stock in a Purchase Period
      may be exercised only on the 

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Exercise
      Date, and their elections to purchase Stock shall not become irrevocable until
      the close of business on the day prior to the Exercise Date. No fractional
      shares of Stock may be purchased hereunder. The purchase price per share shall
      be determined as set forth in Section 7 of the Plan; but if there shall be
      no
      closing market price per share of the Stock on the New York Stock Exchange
      on
      any Date of Grant or Exercise Date, the next preceding day on which such a
      price
      shall be available shall be substituted for the Date of Grant or Exercise Date
      on which there is no such closing market price.

     

    A
      participating Employee who purchases Stock pursuant to an offering under the
      Plan shall purchase as many full shares as shall be stated by him in his
      Participation Election subject to the limitations set forth in the provisions
      of
      Sections 8, 9, 12 and 22 of the Plan provided that in no event may shares be
      purchased other than by application of the balance in his Stock Purchase Account
      on the Exercise Date and that in no event may a participating Employee purchase
      a greater number of shares than would be purchasable at the purchase price
      determined in accordance with Section 7 of the Plan through the application
      of
      the balance in his Stock Purchase Account on the Exercise Date of the Purchase
      Period to which the offering relates. Any balance remaining in such a
      participating Employee's Stock Purchase Account on a Closing Date shall be
      refunded to the Employee as soon as practicable thereafter.

     

    Shares
      of
      Stock so purchased shall be delivered to the Employee through stock certificates
      or electronic delivery as soon as practicable.

     

    An
      Employee who does not wish to purchase shares of Stock in any Purchase Period
      must give to the Treasurer of the Company notice in writing to this effect
      on a
      form to be furnished by the Company (hereinafter called a "Notification"),
      and
      such Notification must be received not later than the day before the Exercise
      Date which falls within the Purchase Period. All amounts exclusive of interest
      credited to the Stock Purchase Account of such an Employee shall then be
      returned to him as soon as practicable, and no further payroll deductions shall
      be made during the Purchase Period; but he will continue as a participant in
      the
      Plan during any and all subsequent Purchase Periods unless he submits a Notice
      of Withdrawal, as provided for in Section 16 of the Plan.

     

    All
      rights as an owner of shares of Stock purchased under the Plan shall accrue
      to
      the participating Employee who purchased the shares effective as of the Exercise
      Date on which amounts credited to his Stock Purchase Account were applied to
      the
      purchase of the shares; and such Employee shall not have any rights as a
      stockholder prior to such Exercise Date by reason of his having elected to
      purchase such shares.

     

    Section
      12. Changes in Stock

     

    In
      the
      event of a subdivision or combination of the shares of the Stock the Board
      of
      Directors of the Company shall proportionately increase or decrease the maximum
      number of shares which may be issued thereafter and sold under the Plan and
      the
      number of shares under elections to purchase; and in such event it shall
      appropriately adjust the terms relating to the price at which shares of Stock
      under elections to purchase shall be sold. In the event of a stock dividend
      on
      the outstanding shares of the Stock representing less than 25% of the number
      of
      shares outstanding prior to such distribution the Board of Directors of the
      Company may make, and in the event of such a distribution of 25% or more shall
      make, such a proportionate increase or decrease of such maximum number of shares
      and appropriately adjust such terms. In the event of a reclassification or
      other
      change of the shares of the Stock the Board of Directors of the Company shall
      make appropriate adjustments. In any of the aforesaid events the Board of
      Directors of the Company may take such further action as in its opinion shall
      be
      necessary or appropriate.

     


    
      
        
        

      

      
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    Section
      13. Assignment of Plan Rights or of Purchased Stock

     

    An
      Employee must advise promptly the Treasurer of the Company if a disposition
      shall be made of any shares of Stock purchased by him under the Plan if such
      disposition shall have occurred within two years of the Date of Grant of the
      Purchase Period during which he purchased such shares.

     

    A
      participating Employee's privilege to purchase Stock under the Plan can be
      exercised only by his acting in his own behalf; and he cannot purchase Stock
      for
      someone else, although he may designate in accordance with the provisions of
      Section 5 of the Plan that shares of Stock purchased by him be issued in the
      joint names of himself and a member of his family.

     

    An
      Employee participating in the Plan may not sell, transfer, pledge or assign
      to
      any other person any interest, privilege or right under the Plan or in any
      amounts credited to his Stock Purchase Account; and if this provision shall
      be
      violated, his election to purchase Stock shall terminate, and the only right
      remaining thereunder will be to have paid to the person entitled thereto the
      amount (exclusive of interest) credited to the Employee's Stock Purchase
      Account.

     

    Section
      14. Privilege to Withdraw Cash

     

    By
      delivering to the Treasurer of the Company a notice on a form which the Company
      will provide (the "Cash Withdrawal Notice") a participating Employee may
      withdraw at any time during a Purchase Period prior to the Exercise Date which
      falls within the Purchase Period all or any part of the amount standing to
      his
      credit in his Stock Purchase Account; but he may make such a withdrawal only
      once during a Purchase Period without withdrawing from participation in the
      Plan
      for the Purchase Period; and in the event of such a cash withdrawal he will
      receive no interest on the amount withdrawn from his Stock Purchase Account
      during the Purchase Period.

     

    Section
      15. Suspension of Deductions

     

    Not
      only
      shall a participating Employee's payroll deductions under the Plan be changed
      as
      provided for in the fourth paragraph of Section 8 but also they shall be
      suspended if on account of a leave of absence, layoff, reduction in pay or
      other
      reasons a participating Employee does not have sufficient pay in any payroll
      period to permit his payroll deductions authorized under the Plan to be made
      in
      full. The suspension will last until the participating Employee again has
      sufficient pay to permit such payroll deductions to be made in full; but if
      the
      suspension shall not have been removed by the Closing Date of the Purchase
      Period (shown in Section 6 of the Plan) in which it began, the participating
      Employee will be considered to have withdrawn from the Plan as provided for
      in
      Section 16 of the Plan.

     

    Section
      16. Privilege to Withdraw From, and Re-Join, the Plan

     

    During
      any Purchase Period a participating Employee may withdraw from the Plan at
      any
      time prior to the Exercise Date in the Purchase Period; and subject to, and
      in
      accordance with, the provisions of Section 5 and 8 of the Plan he may re-enter
      the Plan at the beginning of any Purchase Period subsequent to the Purchase
      Period in which he withdrew. Withdrawal of a participating Employee shall be
      effected by notification prior to such Exercise Date to the Treasurer of the
      Company on a form which the Company shall provide for this purpose ("Notice
      of
      Withdrawal"). In the event a participating Employee shall withdraw from the
      Plan
      all amounts credited to his Stock Purchase Account (exclusive of interest)
      not
      already actually used for the purchase of Stock or unconditionally committed
      thereto will be returned to him without interest as soon as practicable after
      his Notice of Withdrawal shall have been received.

     

    Section
      17. Termination of Employee's Participation Rights

     


    
      
        
        

      

      
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    A
      participating Employee's right to continue participation in the Plan will
      terminate

     

    (i)
      upon
      the Company's discontinuance of the Plan,

     

    (ii)
      upon
      his Employer-corporation's ceasing to be a Subsidiary Company or subsidiary
      company,

     

         (iii) upon
      his
      Employer-corporation's withdrawing, or being withdrawn by the Company, from
      the
      Plan pursuant to Section 19 hereof,

     

    (iv)
      upon
      his transfer to an employer which is not an Employer-corporation or to
      non-eligible employment, or

     

    (v)
      upon
      his retirement, death or release for any reason other than resignation or
      discharge.

     

    Upon
      termination of an Employee's right to continue participation on account of
      the
      occurrence of any of the foregoing contingencies, all amounts credited to the
      participating Employee's Stock Purchase Account not already used or
      unconditionally committed for the purchase of Stock will be repaid as soon
      as
      practicable with interest as provided for in Section 10 of the
      Plan.

     

    A
      participating Employee's right to continue participation in the Plan will also
      terminate upon his resignation or discharge, upon the termination of his
      election to purchase Stock pursuant to the provisions of Section 13 of the
      Plan
      or upon the termination of his employment for any reason other than those
      previously enumerated in this Section 17; and upon the termination of such
      rights for any of the reasons described in this paragraph all amounts credited
      to a participating Employee's Stock Purchase Account (exclusive of interest)
      not
      already used for the purchase of Stock or unconditionally committed thereto
      will
      be repaid without interest.

     

    A
      Notice
      of Withdrawal will be considered as having been received by the Treasurer of
      the
      Company from the Employee on the date his employment ceases.

     

    If
      an
      Employee's payroll deductions shall be interrupted by any legal process, a
      Notice of Withdrawal will be considered as having been received from him on
      the
      day the interruption shall occur.

     

    Section
      18. No Repurchase of Stock by the Company

     

    Neither
      the Company nor any Subsidiary Company shall purchase from any Employee shares
      of Stock he shall have acquired under the Plan or lend directly or indirectly
      money to any Employee for the purpose of assisting such Employee to retain
      any
      shares of Stock he shall have so acquired.

     

    Section
      19. Subsidiary Companies and Employer-corporations

     

    Any
      subsidiary company approved by the Board of Directors of the Company (any such
      subsidiary company being herein called a "Subsidiary Company") may participate
      as an Employer-corporation in the Plan. Any Subsidiary Company may withdraw
      by
      action of its Board of Directors from participation in the Plan as an
      Employer-corporation upon notice to the Treasurer of the Company; and the
      Company by action of its Board of Directors may withdraw any Subsidiary Company
      upon notice to the Treasurer of the Company and to the Treasurer of the
      Subsidiary Company. Any such withdrawal shall automatically effect the
      termination of the Plan in so far as it relates to such withdrawing or withdrawn
      Subsidiary Company and its employees.

     


    
      
        
        

      

      
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    Section
      20. Transfer of Employment

     

    A
      transfer of employment from one Employer-corporation to another shall not
      constitute a termination of employment; and any participating Employee who
      shall
      be so transferred shall retain his right to participate in the
      Plan.

     

    Section
      21. Administration of the Plan

     

    The
      Treasurer of the Company shall administer the Plan; and he shall be responsible
      to make such rulings or interpretations as shall be necessary or in his judgment
      advisable in its operation. His interpretations of the provisions of the
      forty-three offerings provided for hereunder shall be final.

     

    The
      Company and any Subsidiary Company or Subsidiary Companies will bear all
      administrative expenses of the Plan.

     

    Section
      22. Apportionment of Stock

     

    If
      at any
      time shares of Stock authorized for the purposes of the Plan shall not be
      available in sufficient number to meet all unfilled purchase requirements,
      the
      Board of Directors of the Company shall apportion the remaining available shares
      among participating Employees on a pro rata basis. In no case shall any
      apportionment of shares be made with respect to a participating Employee's
      election to purchase unless such election is then in effect (subject only to
      any
      suspension provided for in the Plan) for the full number of shares originally
      specified by the participating Employee in his Participation Election. The
      Treasurer of the Company shall give notice of any such apportionment and of
      the
      method of apportionment used to each participating Employee to whom shares
      shall
      have been apportioned.

     

    Section
      23. Restrictions on Elections of Insiders

     

    Elections
      under this Plan by Participants to whom the provisions of either Section 16(a)
      or Section 16(b) of the Securities Exchange Act of 1934 apply (hereinafter,
      “Insiders”),
      may
      be restricted as follows. Any election by an Insider to direct an investment,
      a
      transfer or change of investment, a withdrawal, or any other election which
      would constitute a “Discretionary
      Transaction,”
as
      that term is defined in SEC Rule 16b-3(b)(1), may be made by such Insider only
      if such election is made more than six months after any previous opposite-way
      Discretionary Transaction under any plan (including this Plan) maintained by
      the
      Employer, as defined in SEC Rule 16b-3(f). Insiders may also be required to
      file
      Form 4 with the United States Securities and Exchange Commission.

     

    Section
      24. Government Regulations

     

    The
      Plan
      and the obligation of the Company to issue, sell and deliver Stock under the
      Plan are subject to all applicable laws and to all applicable rules, regulations
      and approvals of government agencies.

     

    Section
      25. Definitions

     

    Whenever
      used herein, unless the context otherwise requires, the following terms shall
      have the meanings set forth below:

     

    (a)
      The
      term "Account Statement" means the statement to be furnished to each
      participating Employee after the close of each Purchase Period, in accordance
      with the provisions of Section 10 of the Plan.

     


    
      
        
        

      

      
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    (b)  The
      term
      "base pay" means the gross amount of pay determined as provided in Section
      8 of
      the Plan plus the amount of average sales commissions and sales bonuses allowed
      to be included by said Section.

     

    (c)  The
      term
      "Cash Withdrawal Notice" means the notice which a participating Employee must
      give in order to exercise the privilege of withdrawing amounts credited to
      his
      Stock Purchase Account in accordance with the provisions of Section 14 of the
      Plan.

     

    (d)  The
      term
      "Closing Dates" means the dates, set forth in Section 6 of the Plan, on which
      the forty-three Purchase Periods end.

     

    (e)
      The
      term "Dates of Grant" means the dates, set forth in Section 6 of the Plan,
      on
      which the forty-three Purchase Periods begin.

     

    (f)
      The
      term "Company" means The Empire District Electric Company and any successor
      thereof.

     

    (g)
      The
      term "Employees" means employees eligible to participate in the Plan in
      accordance with the provisions of Section 4 of the Plan.

     

    (h)
      The
      term "Employer-corporations" means the Company and any subsidiary company
      thereof approved in accordance with the provisions of Section 19 of the Plan
      by
      the Board of Directors of the Company for participation in the
      Plan.

     

    (i)
      The
      term "Exercise Dates" means the dates specified in Section 7 of the Plan on
      which Stock may be purchased hereunder.

     

    (j)
      The
      term "Notice of Shares Offered" means the notice which, in accordance with
      the
      provisions of Section 3 of the Plan, the Company shall give to each Employee
      at
      the beginning of each Purchase Period.

     

    (k)
      The
      term "Notice of Withdrawal" means an Employee's notice meeting the requirements
      of Section 16 of the Plan of his withdrawal from participation in the
      Plan.

     

    (I)
      The
      term "Notification" means an Employee's advice, given in accordance with the
      provisions of Section 11 of the Plan, to the Treasurer of the Company to the
      effect that he does not wish to purchase Stock in a Purchase
      Period.

     

    (m)
      The
      term "parent" or "parent company" means any corporation (other then the
      Employer-corporation) in an unbroken chain of corporations ending with the
      Employer-corporation if, at the time of the granting of the option, each of
      the
      corporations other than the Employer-corporation owns stock possessing 50 per
      cent or more of the total combined voting power of all classes of stock in
      one
      of the other corporations in such chain.

     

    (n)
      The
      term "Participation Election" means an Employee's written acceptance,
      unconditionally binding on the Exercise Dates with respect to his election
      to
      purchase Stock, of the Company's offering pursuant to the Plan in accordance
      with the provisions of Section 5 thereof.

     

    (o)
      The
      term "Plan" means The Empire District Electric Company Employee Stock Purchase
      Plan as originally in effect and as it may be amended from time to
      time.

     


    
      
        
        

      

      
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    (p)
      The
      term "Purchase Periods" means the periods designated in Section 6 of the Plan,
      during which amounts credited to the Stock Purchase Accounts of participating
      Employees are accumulated for application to the purchase of Stock.

     

    (q)
        The
      term
      "Revision of Authorization" means a participating Employee's written revision
      pursuant to the provisions of Section 8 of the Plan of his authorization of
      payroll deductions.

     

    (r)
      The
      term "Stock" means the Common Stock of the Company as authorized on the
      effective date of the Plan (having a par value per share of $1) or as it may
      be
      subsequently authorized prior to the termination of the Plan.

     

    (s)
      The
      term "Stock Purchase Accounts" means the accounts of Employees participating
      in
      the Plan provided for in Section 10 of the Plan.

     

    (t)
      The
      term "subsidiary company" means any corporation (other than the
      Employer-corporation) in an unbroken chain of corporations beginning with the
      Employer-corporation if, at the time of the granting of the option, each of
      the
      corporations other than the last corporation in the unbroken chain owns stock
      possessing 50 per cent or more of the total combined voting power of all classes
      of stock in one of the other corporations in such chain.

     

    (u)
      The
      term "Subsidiary Companies" means subsidiaries of the Company approved in
      accordance with the provisions of Section 19 of the Plan by the Board of
      Directors of the Company for participation in the Plan.

     

    Masculine
      pronouns shall include both males and females.

     

    Section
      26. Amendment or Termination of the Plan

     

    Within
      any limits which may be imposed by the stockholders of the Company the Board
      of
      Directors of the Company may suspend, amend or terminate the Plan at any time
      or
      from time to time.

     

    


    
      
        
        

      

      
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