Exhibit 10-b.asc
KANSAS CITY POWER & LIGHT COMPANY
NONQUALIFIED DEFERRED COMPENSATION PLAN
Effective April 1, 2000
KANSAS CITY POWER & LIGHT COMPANY
NONQUALIFIED DEFERRED COMPENSATION PLAN
PREAMBLE
The principal objective of this Nonqualified Deferred
Compensation Plan is to provide opportunities for selected
employees and members of the Board of Directors to defer the
receipt of compensation. The Company may, but is not required
to, set aside funds from time to time to provide such benefits,
and such funds may be held in a separate trust established for
such purpose. This Plan is a successor to the deferred
compensation component of the Company's former Supplemental
Executive Retirement and Deferred Compensation Plan (the "Prior
Plan"), which was effective on November 2, 1993. It shall be
effective as to each Participant on the date he or she becomes as
a Participant hereunder. This Plan supersedes the deferred
compensation component of the Prior Plan and all similar
nonqualified deferred compensation plans that may be in
existence.
TABLE OF CONTENTS
ARTICLE PAGE
I DEFINITIONS 1
II DEFERRED COMPENSATION 2
III CAPITAL ACCUMULATION PLAN EXCESS BENEFIT 7
IV MISCELLANEOUS 8
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ARTICLE I
DEFINITIONS
1.1 "Basic Plan" means the Kansas City Power & Light
Company Management Pension Plan, as it may be amended from time
to time.
1.2 "Base Salary" means the annual salary, excluding
Incentive Awards, paid by the Company to the Participant. A
Participant's Base Salary for any year shall not be limited by
the provisions of Internal Revenue Code Sections 401(a)(17),
401(k)(3)(A)(ii), 401(m)(2), 402(g)(1), 415, or similar
provisions restricting the amount of compensation that may be
considered, deferred, or matched under plans qualified pursuant
to Internal Revenue Code Section 401(a).
1.3 "Board of Directors" means the Board of Directors of
the Company.
1.4 "Capital Accumulation Plan" means the Kansas City Power
& Light Company Capital Accumulation Plan, as it may be amended
from time to time.
1.5 "Committee" means the Nominating & Compensation
Committee (or successor to such Committee) of the Company's Board
of Directors.
1.6 "Company" means Kansas City Power & Light Company or
its successor.
1.7 "Employee Savings Plus Plan" means the Kansas City
Power & Light Company Cash or Deferred Arrangement ("Employee
Savings Plus"), as it may be amended from time to time.
1.8 "Flexible Benefits Program" means the flexible benefits
arrangement agreed to and promulgated by the Board of Directors
by resolutions adopted September 14, 1982, as it may be amended
from time to time.
1.9 "Incentive Award" means any award under any bonus
or incentive plan sponsored or maintained by the Company.
1.10 "Participant" means any employee selected for
participation by the Chief Executive Officer of the Company. For
purposes of Sections 2.1 to 2.7, the term "Participant" shall
also include members of the Board of Directors. Individuals
shall become Participants in the Plan as of the date they are so
designated; provided, however, that individuals who were
Participants for purposes of Sections VI, VII, and VIII of the
Prior Plan as of April 1, 2000, shall continue to be Participants
in this Plan.
1.11 "Plan" means this Nonqualified Deferred
Compensation Plan.
ARTICLE II
DEFERRED COMPENSATION
2.1 Prior to the beginning of any calendar year, a
Participant may elect to defer the receipt of:
(a) a specified dollar amount or percentage of his or
her anticipated Base Salary (or director's fees) as in
effect on January 1 of the year in which such salary or
fees are to be deferred; and/or
(b) a specified dollar amount or percentage of any
anticipated Incentive Awards to be paid to the Participant
for performance in the following calendar year.
If the Participant desires to make such an election, the election
shall be in writing on a form provided by the Company, and shall
indicate an election to defer a fixed percentage of up to 50
percent of Base Salary, and/or 100 percent of director's fees or
any Incentive Awards. Alternatively, the Participant may elect
to defer a fixed dollar amount of Base Salary and/or
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any Incentive Awards in increments of one thousand dollars, with a
minimum deferral of $2,000 and a maximum deferral of an amount
equal to 50 percent of Base Salary and 100 percent of director's
fees or any Incentive Awards. Base Salary may be deferred in a
given year only if the Participant participates in the Company's
Employee Savings Plus Plan to the maximum extent allowed for that
year. An individual who first becomes a Participant during a
year may make a deferral election for the balance of the year in
which he or she becomes a Participant, provided the election is
made on or before the 30th day after the day on which he or she
becomes a Participant.
An election to defer compensation under this Article II
shall apply only to compensation earned subsequent to the date
the election is made. An election to defer compensation shall be
effective only for the year, or portion of the year, for which
the election was made, and may not be terminated or changed
during such year or portion of such year. If the Participant
desires to continue the same election from year to year, he or
she must nevertheless make an affirmative election each year to
defer compensation.
2.2 A separate account shall be established for each
Participant who defers compensation under this Article II. Such
account shall be credited with that portion of the Participant's
compensation being deferred.
Deferred Base Salary shall be credited to the Participant's
account each month at the time nondeferred Base Salary is paid to
the Participant. A deferred Incentive Award shall be credited to
the Participant's account annually at the time the award is
payable. Neither the Participant nor his or her designated
beneficiary or beneficiaries shall have any property interest
whatsoever in any specific assets as a result of this Plan.
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2.3 The Committee shall establish a means by which gains or
losses on a Participant's account (hereinafter, "Earnings") are
credited to each Participant's account. The method and manner of
establishing such Earnings may be set forth in a separate trust
which the Company may establish with respect to this Plan, and
shall be reviewed from time to time by the Committee. Such
Earnings shall be credited or debited to a Participant's account
on a monthly basis, or at such other time or times as the
Committee may determine.
2.4 A Participant's deferral election shall indicate, with
respect to amounts deferred pursuant to the election, a deferral
period in accordance with Section 2.5 and a distribution
alternative in accordance with Section 2.6.
2.5 A Participant may elect to defer receipt of amounts
deferred pursuant to a deferral election until one of the
following:
(a) A stated date;
(b) A stated attained age; or
(c) A stated event (e.g., death) or events, or the
earlier of two or more stated events (e.g., the earlier of
death or attainment of age 65).
In the event a Participant fails to designate a deferral period
hereunder, payment of amounts deferred pursuant to the
Participant's deferral election shall commence within 90 days
after the Participant's termination of employment.
Earnings shall continue to be credited to the balance of a
Participant's account during the payout period elected pursuant
to this Article II. The Earnings attributable to compensation
deferred pursuant to a particular deferral election shall be
payable according to the same terms, conditions, limitations, and
restrictions applicable to the compensation deferred pursuant to
the deferral election. Any remaining payments shall be re-
computed annually to reflect the additional Earnings.
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2.6 A Participant's deferral election shall indicate the
manner in which the amounts deferred pursuant to the election are
to be paid. The Participant may choose to have such amounts
paid:
(a) in a single lump-sum payment; or
(b) in substantially equal monthly installments (of
principal plus Earnings) over a period of 60 months certain,
120 months certain, or 180 months certain.
If a Participant fails to make an election concerning the form of
payment, payment shall be made in a single lump sum.
Any amounts paid to the Participant shall be subject to
income tax withholding or other deductions as may from time to
time be required by federal, state, or local law. Payments under
this Article on account of deferral shall be paid in full if the
lump-sum option is chosen, or shall begin to be paid in monthly
installments if a monthly payment option is chosen, within 30
days of the date elected by the Participant, or as soon
thereafter as practicable.
Following the close of each year, or as soon thereafter as
practicable, the Participant or the Participant's designated
beneficiary or beneficiaries shall receive a statement of the
Participant's deferred compensation account as of the end of such
year.
2.7 At the time a Participant elects to defer compensation
under this Plan, the Participant shall have the right to
designate a death beneficiary or beneficiaries, and to amend or
revoke such designation at any time. If the Participant dies
before beginning to receive payment of amounts deferred pursuant
to a given deferral election, the full amount due the Participant
under said election shall be paid to the Participant's designated
beneficiary or beneficiaries, in a single lump-sum payment, as
soon as practicable after the Participant's death.
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If a Participant dies after beginning to receive payment of
amounts deferred pursuant to a given deferral election, the
balance of the amounts which would have been paid under the
deferral election to the Participant, but for his or her death,
shall continue to be paid to the Participant's beneficiary or
beneficiaries at the same times and in the same form as the
amounts would have been paid to the Participant, but for his or
her death. If a Participant is not survived by a designated
beneficiary, the balance of the amounts due the Participant under
the deferral election for which no surviving beneficiary exists
shall be paid in a single lump-sum payment to the Participant's
estate as soon as practicable following his or her death. If,
with respect to a particular deferral election, a Participant's
last surviving designated beneficiary dies after the Participant,
but before the balance of the amounts due the beneficiary under
the deferral election have been paid, the balance shall be paid
in a single lump-sum payment to the estate of the last surviving
designated beneficiary as soon as practicable after the
beneficiary's death.
2.8 The Company shall credit to a Participant's account a
matching contribution in an amount equal to 50% of the first 6%
of the Base Salary deferred by the Participant under Section
2.1(a), but such amount shall be reduced by the matching
contribution made for the year to the Participant's account in
the Employee Savings Plus Plan. In no event shall the total
matching contributions in the Employee Savings Plus Plan and this
Plan exceed 3% of the Participant's Base Salary in any given
year. Any matching contributions under this Plan shall be
credited to the Participant's account on a monthly basis. The
matching contributions and earnings thereon shall be subject to
the following vesting schedule:
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Years of Service Vested Percentage
Less Than Two Years 0%
Two Years 20%
Three Years 40%
Four Years 60%
Five Years 80%
Six Years 100%
ARTICLE III
CAPITAL ACCUMULATION PLAN EXCESS BENEFIT
3.1 At the beginning of each calendar year or as soon
thereafter as practicable, an amount will be credited to each
Participant's CAP Excess Benefits Account under this Plan. Such
amount shall be equal to the Participant's total number of flex
dollars for the year under the Flexible Benefits Program, minus:
(a) the maximum permissible contribution to the
Capital Accumulation Plan for the year on behalf of the
Participant; and
(b) the number of flex dollars used by the Participant
during such year to purchase the benefits available to the
Participant under the Flexible Benefits Program.
3.2 Benefits will be paid to the Participant as follows:
(a) When the Participant's employment is terminated
(whether due to death, disability, retirement or other
termination), a single lump-sum payment will be made. The
payment shall be equal to the amount credited to the CAP
Excess Benefits Account, plus the additional amount credited
to the CAP Excess Benefits Account under Section 3.2(b),
below. Payment will be made no later than the 60th day
after the
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close of the calendar year in which the
Participant's employment terminates. If the Participant
dies before payment is made, payment shall be made to the
Participant's beneficiary as promptly as possible after the
Participant's death. The Participant's beneficiary for the
purposes of this Article III shall be the Participant's
beneficiary under the Capital Accumulation Plan.
(b) The Participant's CAP Excess Benefits Account
shall be credited and debited with the same Earnings and in
the same manner as provided for in Section 2.3 herein.
3.3 The CAP Excess Benefits provided in Section VIII of the
Prior Plan superseded those provided in the Capital Accumulation
Plan Excess Benefit Agreement, and any amounts accrued under such
Agreement are now subject to the provisions herein.
ARTICLE IV
MISCELLANEOUS
4.1 The Board of Directors may, in its sole discretion,
terminate, suspend, or amend this Plan at any time or from time-
to-time, in whole or in part. However, no amendment or
suspension of the Plan shall affect a Participant's right or the
right of a beneficiary to vested benefits accrued up to the date
of any amendment or termination. In the event the Plan is
terminated, the Committee will continue to administer the Plan
until all amounts accrued and vested have been paid.
4.2 Nothing contained herein shall confer upon any
Participant the right to be retained in the service of the
Company, nor shall it interfere with the right of the Company to
discharge or otherwise deal with Participants without regard to
the existence of this Plan.
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4.3 Neither the Committee nor any member of the Board of
Directors nor any officer or employee of the Company shall be
liable to any person for any action taken or omitted in
connection with the administration of the Plan unless
attributable to his or her own fraud or willful misconduct; nor
shall the Company be liable to any person for any such action
unless attributable to fraud or willful misconduct on the part of
a director, officer or employee of the Company.
4.4 This Plan is unfunded, and constitutes a mere promise
by the Company to make benefit payments in the future. The right
of any Participant, spouse, or beneficiary to receive a
distribution under this Plan shall be an unsecured claim against
the general assets of the Company. The Company may choose to
establish a separate trust (the "Trust"), and to contribute to
the Trust from time to time assets that shall be held therein,
subject to the claims of the Company's creditors in the event of
the Company's insolvency, until paid to Plan Participants and
beneficiaries in such manner and at such times as specified in
the Plan. It is the intention of the Company that such Trust, if
established, shall constitute an unfunded arrangement, and shall
not affect the status of the Plan as an unfunded Plan maintained
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purposes
of Title I of the Employee Retirement Income Security Act of
1974, as amended. The Trustee of the Trust shall invest the
Trust assets, unless the Committee, in its sole discretion,
chooses either to instruct the Trustee as to the investment of
Trust assets or to appoint one or more investment managers to do
so. The Committee may consult with Participants concerning the
investment of Trust assets, but shall reserve the right to invest
and reinvest such assets in the manner it deems best.
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4.5 To the maximum extent permitted by law, no benefit
under the Plan shall be assignable or subject in any manner to
alienation, sale, transfer, claims of creditors, pledge,
attachment, or encumbrances of any kind.
4.6 Any amounts payable hereunder to any person under legal
disability or who, in the judgment of the Committee, is unable
properly to manage his or her financial affairs, may be paid to
the legal representative of such person or may be applied for the
benefit of such person in any manner which the Committee may
select.
4.7 The Plan shall be administered by the Committee or its
designee, which may adopt rules and regulations to assist it in
the administration of the Plan.
4.8 A request for a Plan benefit shall be filed with the
Chairperson of the Committee or his or her designee, on a form
prescribed by the Committee. Such a request, hereinafter
referred to as a "claim," shall be deemed filed when the executed
claim form is received by the Chairperson of the Committee or his
or her designee.
The Chairperson of the Committee or his or her designee
shall decide such a claim within a reasonable time after it is
received. If a claim is wholly or partially denied, the claimant
shall be furnished a written notice setting forth, in a manner
calculated to be understood by the claimant:
(a) The specific reason or reasons for the denial;
(b) A specific reference to pertinent Plan provisions
on which the denial is based;
(c) A description of any additional material or
information necessary for the claimant to perfect the claim,
along with an explanation of why such material or
information is necessary; and
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(d) Appropriate information as to the steps to be
taken if the claimant wishes to appeal his or her claim,
including the period in which the appeal must be filed and
the period in which it will be decided.
The notice shall be furnished to the claimant within 90 days
after receipt of the claim by the Chairperson of the Committee or
his or her designee, unless special circumstances require an
extension of time for processing the claim. No extension shall
be for more than 90 days after the end of the initial 90-day
period. If an extension of time for processing is required,
written notice of the extension shall be furnished to the
claimant before the end of the initial 90-day period. The
extension notice shall indicate the special circumstances
requiring an extension of time and the date by which a final
decision will be rendered.
If a claim is denied, in whole or in part, the claimant may
appeal the denial to the full Committee, upon written notice to
the Chairperson thereof. The claimant may review documents
pertinent to the appeal and may submit issues and comments in
writing to the Committee. No appeal shall be considered unless
it is received by the Committee within 90 days after receipt by
the claimant of written notification of denial of the claim. The
Committee shall decide the appeal within 60 days after it is
received. However, if special circumstances require an extension
of time for processing, a decision shall be rendered as soon as
possible, but not later than 120 days after the appeal is
received. If such an extension of time for deciding the appeal
is required, written notice of the extension shall be furnished
to the claimant prior to the commencement of the extension. The
Committee's decision shall be in writing and shall include
specific reasons for the decision, written in a manner calculated
to be understood by the claimant, and specific references to the
pertinent Plan provisions upon which the decision is based.
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4.9 Each Participant shall receive a copy of the Plan and,
if a Trust is established pursuant to Section 4.4, the Trust, and
the Company shall make available for inspection by any
Participant a copy of any rules and regulations used in
administering the Plan.
4.10 If any contest or dispute shall arise as to amounts due
to a Participant under this Plan, the Company shall reimburse the
Participant, on a current basis, all legal fees and expenses
incurred by the Participant in connection with such contest or
dispute; provided, however, that in the event the resolution of
any such contest or dispute includes a finding denying the
Participant's claims, the Participant shall be required
immediately to reimburse the Company for all sums advanced to the
Participant hereunder.
4.11 This Plan is binding on the Company and will bind with
equal force any successor of the Company, whether by way of
purchase, merger, consolidation or otherwise.
4.12 If a court of competent jurisdiction holds any
provision of this Plan to be invalid or unenforceable, the
remaining provisions of the Plan shall continue to be fully
effective.
4.13 To the extent not superseded by the laws of the United
States, this Plan shall be construed according to the laws of the
State of Missouri.