Exhibit 10(m)
February 13, 2008
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 January 30, 2008 (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 January 30, 2008 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) JANUARY 30, 2011, 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, AS OF THE CONVERSION DATE.
3.