GREAT PLAINS ENERGY INCORPORATED NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.1.13
GREAT
PLAINS ENERGY INCORPORATED
THIS
AGREEMENT, made this ___ day
of _______, 200_, by and between GREAT PLAINS ENERGY INCORPORATED (the
"Company") and______________ (the
"Optionee").
WITNESSETH
WHEREAS,
all capitalized terms used herein shall have the respective meanings set forth
in the Company's Long-Term Incentive Plan (the "Plan"); and
WHEREAS,
the Optionee is now employed by the Company in a key capacity, and the Company
desires to (i) encourage the Optionee to acquire a proprietary and vested
long-term interest in the growth and performance of the Company, (ii) provide
the Optionee with an incentive to enhance the value of the Company for the
benefit of its customers and shareholders, and (iii) encourage the Optionee to
remain in the employ of the Company as one of the key employees upon whom the
Company's success largely depends;
NOW,
THEREFORE, in consideration of the covenants and agreements herein contained,
the parties hereto agree as follows:
1. GRANT. The Company hereby
grants to Optionee, pursuant to the terms and conditions of this Agreement and
the Plan, a nonqualified Stock Option (the "Option") and Limited Stock
Appreciation Right (the "Right") in tandem with the Option for and with respect
to 20,000 shares of the
Company's Common Stock, to be exercised as hereinafter provided.
2. TERMS AND CONDITIONS. It is
understood and agreed that the Option and Right evidenced hereby are subject to
the following terms and conditions:
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a.
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Option Period. The
Option and the Right shall expire ten years from the date
hereof.
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b.
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Exercise of Option. The
Option may be exercised at any time after three years from the date
hereof, in whole or in part, prior to its termination at a purchase price
of $24.90 per
share (the Fair Market Value of the Common Stock on the date hereof). Any
exercise shall be accompanied by written notice specifying the number of
shares as to which the Option is being exercised. A partial exercise of
the Option shall not affect the exercisability of the balance of the
Option. Upon the exercise or expiration of all or part of the Option, a
corresponding portion of the Right shall expire.
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c.
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Payment
of Purchase Price Upon Exercise. At the time of any
exercise of the Option, the purchase price therefor shall be paid in cash,
by delivery of previously-owned shares of Common Stock or any combination
thereof. If Common Stock is used in full or partial payment of
the Option Price, it shall be valued at the Fair Market Value on the date
the Option is exercised.
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d.
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Termination
of Option. The Option shall
cease to be exercisable at the earliest of (i) the Optionee's purchase of
the Common Stock to which the Option relates, (ii) the automatic exercise
of a related Right, or (iii) the lapse of the Option as set forth in
Section Eight(F) of the Plan.
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e.
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Limited Stock Appreciation
Right. In the event of a Change in Control as defined in Section
Eleven of the Plan, the Company shall pay to the Optionee the cash value
of the Right as provided for in the Plan. Upon payment of the Right, the
Option shall expire.
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f.
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Non-transferability.
Neither the Option nor the Right shall be transferable other than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Security Act, or the rules thereunder.
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3. OPTIONEE BOUND BY PLAN.
Optionee hereby acknowledges receipt of
a copy of
the Plan and agrees to be bound by all the terms and provisions
thereof.
4. NOTICES. Any notice hereunder
to the Company shall be addressed to the
Office of
the Corporate Secretary.
GREAT
PLAINS ENERGY INCORPORATED
By:______________________________________
Compensation
Committee Chairman
______________________________
Optionee