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