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Change in Control Severance Agreement

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Title:

Change in Control Severance Agreement

Entities:

RITA Medical Systems, Inc.

Date:

2006

Size:

Preview shows 13KB of 63KB total

Price:

$40

ID:

#2608195

► Employment ► Severance Agmt. ► Change in Control Severance Agreements
► Healthcare ► Medical Equipment & Supplies

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CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is entered into as of the ___ day of ____________, 2006, between Great Plains Energy Incorporated, a Missouri corporation ("Great Plains Energy"), and Michael J. Chesser ("Executive").

WITNESSETH:

WHEREAS, Executive is the Chairman of the Board and Chief Executive Officer of Great Plain Energy and a valued employee of Great Plains Energy or a subsidiary thereof (the "Company"); and

WHEREAS, the Board (as defined herein) believes that it is in the best interests of the Company and its shareholders (i) to provide assurance that the Company will have the continued service of Executive notwithstanding the possibility, threat or occurrence of a Change in Control (as defined in Section 1), (ii) to diminish the distraction to Executive that may arise by virtue of the personal uncertainties and risks created by such a threatened or pending Change in Control, and (iii) to encourage Executive's full attention and dedication to the Company currently and in the event of a threatened or pending Change in Control; and

WHEREAS, the Board and Executive previously entered into a severance agreement dated October 1, 2003, the "Prior Severance Agreement" whereby Great Plains Energy agreed to provide Executive with certain compensation and perquisites following Executive's termination or constructive termination of employment with the Company in connection with a change in control or potential change in control of Great Plains Energy; and

WHEREAS, the Board and Executive agree that, in connection with both parties entering into this Agreement, the Prior Severance Agreement shall be terminated, rendered null and void, and all duties and rights conferred upon the parties thereto extinguished, and that such Prior Severance Agreement is replaced in its entirety with the benefits, duties, terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, unless otherwise defined herein or unless the context otherwise requires, the following terms shall have the following meanings:

(a) Agreement. "Agreement" means this Change in Control Severance Agreement as amended from time to time.

(b) Beneficial Owner. "Beneficial Owner" shall have the same meaning as set forth in Rule 13d-3 of the Exchange Act.

(d) Cause. "Cause" means (i) the material misappropriation of any of the Company's funds, Confidential Information or property; (ii) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof; (iii) commission of act of willful damage, willful misrepresentation, willful dishonesty, or other willful conduct that can reasonably be expected to have a material adverse effect on the business, reputation, or financial situation of the Company; or (iv) gross negligence or willful misconduct in performance of Executive's duties; provided, however, "cause" shall not exist under clause (iv), above, with respect to an act or failure to act unless (A) Executive has been provided written notice describing in sufficient detail the acts or failure to act giving rise to the Company's assertion of such gross negligence or misconduct, (B) been provided a reasonable period to remedy any such occurrence and (C) failed to sufficiently remedy the occurrence.

(e) Change in Control. "Change in Control" means the occurrence of one of the following events, whether in a single transaction or a series of related transactions:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of Great Plains Energy (not including in the securities beneficially owned by such Person any securities acquired directly from Great Plains Energy or its affiliates other than in connection with the acquisition by Great Plains Energy or its affiliates of a business) representing 35% or more of either the then outstanding shares of common stock of Great Plains Energy or the combined voting power of Great Plains Energy's then outstanding securities; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of Great Plains Energy, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) whose appointment or election by the Board or nomination for election by Great Plains Energy's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved; or

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