Exhibit 7.14.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made and entered into as of the _____ day of ________,
199___, by and between __________________________________________________, a
Missouri corporation formerly known as Kansas City Power & Light Company (the
"Company"), and Richard C. Green, Jr. (the "Executive");
WHEREAS, the Executive is currently serving as Chairman, President and
Chief Executive Officer of UtiliCorp United Inc., a Delaware corporation
("UCU"), and the Company desires to secure the continued employment of the
Executive in accordance herewith;
WHEREAS, UCU has entered into a severance agreement (the "Severance
Agreement") with the Executive as of October 17, 1995;
WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger
(the "Merger Agreement"), dated as of January 19, 1996, as amended and restated
as of May 20, 1996, by and among the Company, KC Merger Sub Inc., a Delaware
corporation, UCU and KC United Corp., a Delaware corporation, the parties
thereto have agreed to merge pursuant to the terms thereof;
WHEREAS, the Executive is willing to commit himself to be employed by the
Company on the terms and conditions herein set forth and thus to forego
opportunities elsewhere; and
WHEREAS, the parties desire to enter into this Agreement, as of the
Effective Date, as hereinafter defined, setting forth the terms and conditions
for the employment relationship of the Executive with the Company during the
Employment Period (as hereinafter defined).
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants and
agreements set forth below, it is hereby agreed as follows:
1. EMPLOYMENT AND TERM.
(a) EMPLOYMENT. The Company agrees to employ the Executive, and the
Executive agrees to be employed by the Company, in accordance with the terms and
provisions of this Agreement during the term thereof (as described below).
(b) TERM. The term of this Agreement shall commence as of the
Closing Date (the "Effective Date") of the "UCU Merger" (as defined in the
Merger Agreement) and shall continue until the fifth anniversary of the
Effective Date (such term being referred to hereinafter as the "Employment
Period"); and FURTHER PROVIDED, HOWEVER, that if the Merger Agreement is
terminated, then, at the time of such termination, this Agreement shall be
deemed cancelled and of no force or effect. As a condition to the "Mergers" (as
defined in the Merger Agreement), the parties hereto agree that the Company
shall be responsible for all the premises, covenants and agreements set forth in
this Agreement.
2. DUTIES AND POWERS OF EXECUTIVE.
(a) POSITION; LOCATION. During the Employment Period, the Executive
shall serve from the Effective Date until the earlier of (i) the date of the
annual meeting of shareholders of the Company that occurs in 2002, and (ii) the
date on which A. Drue Jennings shall no longer serve as Chairman of the Board of
Directors of the Company (the "Board"), as the Vice-Chairman of the Board and
Chief Executive Officer of the Company with such authority, duties and
responsibilities with respect to such positions as set forth on Annex A attached
hereto, and thereafter the Executive shall serve as Chairman of the Board and
Chief Executive Officer of the Company with such authority, duties and
responsibilities with respect to such positions as set forth on Annex A attached
hereto. The titles, authority, duties and responsibilities set forth in Annex A
attached hereto may be changed from time to time but only with the mutual
written agreement of the Executive and the Company. The Executive's services
shall be performed primarily at the Company's headquarters which shall be
located in the Kansas City metropolitan area.
(b) BOARD MEMBERSHIP. The Executive shall be a member of the Board
on the first day of the Employment Period, and the Board shall propose the
Executive for re-election to the Board throughout the Employment Period.
(c) ATTENTION. During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive under this Agreement,
use the Executive's reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of the
foregoing for the Executive to serve on corporate, industry, civic or charitable
boards or committees, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement.
3. COMPENSATION. The Executive shall receive the following compensation
for his services hereunder to the Company:
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(a) SALARY. During the Employment Period, the Executive's annual
base salary (the "Annual Base Salary"), payable in accordance with the Company's
general payroll practices, in effect from time to time, shall be at the annual
rate established by the Board, but in no event less than the greater of his
annual base salary with UCU as in effect as of the day before the Effective Date
and the annual base salary of any other senior executive officer of the Company
or its subsidiaries. The Board may from time to time direct such upward
adjustments in Annual Base Salary as the Board deems to be necessary or
desirable, including, without limitation, adjustments in order to reflect
increases in the cost of living. The Annual Base Salary shall not be reduced
after any increase thereof. Any increase in the Annual Base Salary shall not
serve to limit or reduce any other obligation of the Company under this
Agreement.
(b) INCENTIVE COMPENSATION. During the Employment Period, the
Executive shall participate in short-term incentive compensation plans and long-
term incentive compensation plans (the latter to consist of plans offering stock
options, restricted stock and other long-term incentive compensation) providing
him with the opportunity to earn, on a year-by-year basis, short-term and long-
term incentive compensation (the "Incentive Compensation") at least equal to the
greater of (i) the amounts that he had the opportunity to earn under the
comparable plans of UCU as in effect immediately before the Effective Time, or
(ii) the amounts that any other senior executive officer of the Company has the
opportunity to earn under the plans of the Company and its subsidiaries for that
year.
(c) RETIREMENT, INCENTIVE AND WELFARE BENEFIT PLANS. In addition to
3(b), during the Employment Period and so long as the Executive is employed by
the Company, he shall be eligible to participate in all other incentive, stock
option, restricted stock, performance unit, savings, retirement and welfare
plans, practices, policies and programs applicable generally to employees and/or
senior executive officers of the Company and its subsidiaries, except with
respect to any benefits under any plan, practice, policy or program to which the
Executive has waived his rights in writing. Notwithstanding anything in this
Agreement to the contrary, and in addition to any other payments or benefits
provided hereunder, for all periods following the termination of the Executive's
employment (i) for any reason during the term of this Agreement but after the
Executive has satisfied the requirements for early retirement under any
retirement plans or arrangements maintained by UCU, as in effect on the
Effective Date or by the Company after the Effective Date (the "Plans") or (ii)
at any other time upon the consent of the Board, the Company shall provide the
Executive (and, if elected by the Executive pursuant to the following sentence,
his designated beneficiary) with retirement income, in addition to any benefits
provided under the Plans, in an amount each year during the Executive's life
(and, if elected by the Executive pursuant to the following sentence, the life
of his designated beneficiary) equal to the excess, if any, of (i) sixty percent
(60%) of the Executive's Annual Base Salary in effect immediately prior to his
termination of employment (reduced based upon the actuarial assumptions set
forth in the Company's tax-qualified defined benefit retirement plan (the
"Qualified Plan") if the Executive elects a form of benefit payment other than a
straight life annuity pursuant to the following sentence) over (ii) the
aggregate amount of retirement income, if any, that would
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have been paid to the Executive under the Plans during such year had the
Executive elected to receive his benefits thereunder in the same form as he
elects to receive his benefits hereunder pursuant to the following sentence.
The Executive may elect to receive the amounts payable pursuant to the preceding
sentence in any form permitted under the Qualified Plan. Such election must be
made not less than 90 days preceding the payment of any such benefits. In
addition, the Company shall assume and continue the Severance Agreement.
(d) INSURANCE. During the Employment Period, the Company shall
provide the Executive with life insurance coverage providing a death benefit to
such beneficiary or beneficiaries as the Executive may designate of not less
than three times his Annual Base Salary.
(e) EXPENSES. The Company shall reimburse the Executive for all
expenses, including those for travel and entertainment, properly incurred by him
in the performance of his duties hereunder in accordance with policies
established from time to time by the Board.
(f) FRINGE BENEFITS. During the Employment Period and so long as the
Executive is employed by the Company, he shall be entitled to receive fringe
benefits in accordance with the plans, practices, programs and policies of the
Company from time to time in effect, commensurate with his position and at least
the same as to those received by any senior executive officer of the Company.
4. TERMINATION OF EMPLOYMENT.
(a) DEATH. The Executive's employment shall terminate automatically
upon the Executive's death during the Employment Period.
(b) BY THE COMPANY FOR CAUSE. The Company may terminate the
Executive's employment during the Employment Period for Cause. For purposes of
this Agreement, "Cause" shall mean the conviction of the Executive for the
commission of a felony which, at the time of such commission, has a materially
adverse effect on the Company.
(c) BY THE COMPANY WITHOUT CAUSE. Notwithstanding any other
provision of this Agreement, the Company may terminate the Executive's
employment other than by a termination for Cause during the Employment Period,
but only upon the affirmative vote of two-thirds of the membership of the Board.
(d) BY THE EXECUTIVE FOR GOOD REASON. The Executive may terminate
his employment during the Employment Period for Good Reason. For purposes of
this Agreement, "Good Reason" shall mean:
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(i) the reduction in the Executive's Annual Base Salary as
specified in Section 3(a) of this Agreement, the Executive's Incentive
Compensation benefit as specified in Section 3(b) of this Agreement,
or any other benefit or payment described in Section 3 of this
Agreement;
(ii) the change without the Executive's consent of the
Executive's title, authority, duties or responsibilities as specified
in Section 2(a) of this Agreement;
(iii) the Company's requiring the Executive without his consent
to be based at any office or location other than the Company's
headquarters which shall be located in the Kansas City metropolitan
area; or
(iv) any breach by the Company of any other material provision of
this Agreement;
provided, however, that during the 30-day period commencing on the third
anniversary of the Effective Date, the termination by the Executive for any
reason shall constitute a termination by the Executive of his employment for
Good Reason.
(e) NOTICE OF TERMINATION. Any termination by the Company for Cause,
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and (iii) if the
Date of Termination (as defined in Section 4(f)) is other than the date of
receipt of such notice, specifies the termination date (which date shall not be
more than 30 days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company hereunder or preclude the
Executive or the Company from asserting such fact or circumstance in enforcing
the Executive's or the Company's rights hereunder.
(f) DATE OF TERMINATION. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be, (ii) if the Executive's
employment is terminated by the Company other than for Cause, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's employment is terminated by reason
of death, the Date of Termination shall be the date of death.
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5. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) TERMINATION OTHER THAN FOR CAUSE. During the Employment Period,
if the Company shall terminate the Executive's employment (other than in the
case of a termination for Cause), the Executive shall terminate his employment
for Good Reason or the Executive's employment shall terminate by reason of death
(termination in any such case being referred to as a "Termination"):
(i) the Company shall pay to the Executive a lump sum amount in
cash equal to the sum of (A) the Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore paid,
(B) an amount equal to the Incentive Compensation benefit described in
Section 3(b) of this Agreement for the fiscal year that includes the
Date of Termination multiplied by a fraction the numerator of which
shall be the number of days from the beginning of such fiscal year to
and including the Date of Termination and the denominator of which
shall be 365, and (C) any compensation previously deferred by the
Executive (together with any accrued interest or earnings thereon) and
any accrued vacation pay, in each case to the extent not theretofore
paid. (The amounts specified in clauses (A), (B) and (C) shall be
hereinafter referred to as the "Accrued Obligations".) The amounts
specified in this Section 5(a)(i) shall be paid within 30 days after
the Date of Termination; and
(ii) in the event of Termination other than by reason of the
Executive's death, then (A) the Company shall pay to the Executive a
lump sum amount, in cash, equal to the present value of the Annual
Base Salary and the Incentive Compensation benefit described in
Section 3(b) of this Agreement payable through the end of the
Employment Period or, if longer, for a period of three years (the
"Continuation Period"), each, at the rate, in effect at the time
Notice of Termination is given, and, with respect to the Incentive
Compensation, assuming the full achievement of all target performance
goals in effect at the time that Notice of Termination is given, such
amount to be paid within 30 days of such Date of Termination; (B)
except with respect to the benefits provided pursuant to clause (d)
below, the Company shall pay to the Executive the value of all
benefits to which the Executive would have been entitled under
Sections 3(d) and (f) had he remained in employment with the Company
until the end of the Continuation Period; (C) the Company shall pay
the value of all deferred compensation amounts (together with any
accrued interest or earnings thereon) and all executive life insurance
benefits whether or not then vested or payable; and (D) the Company
shall continue medical and welfare benefits to the Executive and/or
the Executive's family at least equal to those which would have been
provided had the Executive remained in employment to the end of the
Continuation Period (excluding benefits to which the Executive has
waived his rights in writing), such benefits to be in accordance with
the most favorable medical and welfare benefit plans, practices,
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programs or policies (the "M&W Plans") of the Company as in effect and
applicable to any senior executive officer of the Company and his or
her family during the 90-day period immediately preceding the Date of
Termination or, if more favorable to the Executive, as in effect at
any time thereafter with respect to any senior executive officer of
the Company (but on a prospective basis only unless and then only to
the extent, such more favorable M&W Plans are by their terms
retroactive); PROVIDED, HOWEVER, that if the Executive becomes
employed with another employer and is eligible to receive medical or
other welfare benefits under another employer-provided plan, the
benefits under the M&W Plans shall be secondary to those provided
under such other plan during such applicable period of eligibility.
(b) TERMINATION BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE OTHER
THAN FOR GOOD REASON. Subject to the provisions of Section 6 of this Agreement,
if the Executive's employment shall be terminated for Cause during the
Employment Period, or if the Executive terminates employment during the
Employment Period other than a termination for Good Reason, the Company shall
have no further obligations to the Executive under this Agreement other than the
obligation to pay to the Executive the Annual Base Salary through the Date of
Termination plus the amount of any compensation previously deferred by the
Executive (together with any accrued interest or earnings thereon), in each case
to the extent theretofore unpaid.
(c) SEVERANCE AGREEMENT. Notwithstanding the foregoing, the benefits
provided under subsections (a) and (b) of this Section 5 shall be reduced by any
amounts paid pursuant to the Severance Agreement.
6. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any benefit, plan,
program, policy or practice provided by the Company and for which the Executive
may qualify (except with respect to any benefit to which the Executive has
waived his rights in writing), nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any other contract or
agreement entered into after the Effective Date with the Company. Amounts which
are vested benefits or which the Executive is otherwise entitled to receive
under any benefit, plan, policy, practice or program of, or any contract or
agreement entered into with, the Company shall be payable in accordance with
such benefit, plan, policy, practice or program or contract or agreement except
as explicitly modified by this Agreement.
7. FULL SETTLEMENT; MITIGATION. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts
(including amounts for damages for breach) payable to the
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Executive under any of the provisions of this Agreement and, except as provided
in Section 5(a)(ii)(D), such amounts shall not be reduced whether or not the
Executive obtains other employment. If there occurs a dispute between the
Executive and the Company as to the interpretation, terms, validity or
enforceability of (including any dispute about the amount of any payment
pursuant to this Agreement) this Agreement, the Company agrees to pay all legal
fees and expenses which the Executive may reasonably incur as a result of any
such dispute.
8. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret, confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by UCU and the Company or any of their
affiliated companies and that shall not have been or now or hereafter have
become public knowledge (other than by acts by the Executive or representatives
of the Executive in violation of this Agreement). During the Employment Period,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it.
9. SUCCESSORS.
(a) ASSIGNMENT BY EXECUTIVE. This Agreement is personal to the
Executive and without the prior written consent of the Company shall not be
assignable by the Executive otherwise than by will or the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.
(b) SUCCESSORS AND ASSIGNS OF COMPANY. This Agreement shall inure to
the benefit of and be binding upon the Company, its successors and assigns.
(c) ASSUMPTION. The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its businesses and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.
10. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Missouri, without reference to its
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended, modified, repealed,
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waived, extended or discharged except by an agreement in writing signed by the
party against whom enforcement of such amendment, modification, repeal, waiver,
extension or discharge is sought. No person, other than pursuant to a
resolution of the Board or a committee thereof, shall have authority on behalf
of the Company to agree to amend, modify, repeal, waive, extend or discharge any
provision of this Agreement or anything in reference thereto.
(b) NOTICES. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return-receipt requested, postage prepaid,
addressed, in either case, at the Company's headquarters or to such other
address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually
received by the addressee.
(c) SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
(d) TAXES. The Company may withhold from any amounts payable under
this Agreement such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
(e) NO WAIVER. The Executive's or the Company's failure to insist
upon strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 4(d) of this Agreement,
or the right of the Company to terminate the Executive's employment for Cause
pursuant to Section 4(b) of this Agreement shall not be deemed to be a waiver of
such provision or right or any other provision or right of this Agreement.
(f) ENTIRE AGREEMENT. Except for the Severance Agreement, which
shall remain in full force and effect and, in accordance with its terms, be
assumed by the Company as of the Effective Date, this instrument contains the
entire agreement of the Executive, the Company or any predecessor or subsidiary
thereof with respect to the subject matter hereof, and all promises,
representations, understandings, arrangements and prior agreements are merged
herein and superseded hereby.
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IN WITNESS WHEREOF, the Executive and, pursuant to due authorization from
its Board of Directors, the Company have caused this Agreement to be executed as
of the day and year first above written.
[Company]
----------------------------------
Name:
Title:
----------------------------------
Richard C. Green, Jr.
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ANNEX A
TO EMPLOYMENT
AGREEMENT
CHAIRMAN OF THE BOARD
The Chairman of the Board shall be a director and shall preside at meetings
of the Board and meetings of shareholders. The Chairman shall be responsible
for (a) board and shareholder governance, (b) external relations with industry,
cities and communities, (c) economic development initiatives, (d) oversight of
issues relating to the Nuclear Regulatory Commission and nuclear operations, (e)
corporate wide business management and (f) implementation of business plans with
other team members. The Chairman shall share with the Chief Executive Officer
responsibility for (a) implementation of the Mergers, (b) external relations
with the financial community, (c) corporate governance, (d) setting the agenda
for all meetings of the Board (and committees thereof) and (e) enterprise
support. The Chairman of the Board shall be a member of the Executive Committee
and an ex officio member of all standing committees.
VICE-CHAIRMAN OF THE BOARD
The Vice-Chairman of the Board shall be a director and shall preside at
meetings of the Board and meetings of shareholders in the absence of the
Chairman of the Board or upon the inability of the Chairman of the Board to act.
The Vice-Chairman shall perform such duties as may from time-to-time be assigned
to him by the Board.
CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall be a director, shall submit a report of
the operations of the Company for the fiscal year to the shareholders at their
annual meeting and from time-to-time shall report to the Board all matters
within his knowledge which the interests of the Company may require be brought
to their notice. The Chief Executive Officer shall be responsible for (a) the
strategic direction, development and oversight of the Company, (b) the
international growth of the Company and (c) the deployment of strategic assets
of the Company (including executive management). The Chief Executive Officer
shall share with the Chairman of the Board responsibility for (a) implementation
of the Mergers, (b) external relations with the financial community, (c)
corporate governance, (d) setting the agenda for all meetings of the Board (and
committees thereof) and (e) enterprise support. The Chief Executive Officer
shall be a member of the Executive Committee and an ex officio member of all
standing committees. The President, the Chief Operating Officer, Chief
Financial Officer and the Internal Auditing Department will report directly to
the Chief Executive Officer.
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