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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: DST SYSTEMS INC | DST Technologies, Inc You are currently viewing:
This Employee Retention Agreement involves

DST SYSTEMS INC | DST Technologies, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: Missouri     Date: 1/7/2009
Industry: Business Services     Sector: Services

EMPLOYMENT AGREEMENT, Parties: dst systems inc , dst technologies  inc
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                                                                    Exhibit 10.4

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT (the   "Agreement")   is entered into the 31st day of December
2008,   between DST Technologies,   Inc., a Missouri   corporation   ("Company") and
Thomas Abraham ("Employee").

     In consideration of the promises and mutual covenants   contained herein and
intending to be legally bound hereby, the parties agree as follows:

     1.   EMPLOYMENT.   This   Agreement   amends and restates   the   parties'   prior
Employment Agreement entered into February 12, 2007 ("Effective Date"). Employee
expressly   consents   to be bound by the   provisions   of this   Agreement   for the
benefit of Company   and of any   subsidiary   or   affiliate   of the Company or DST
Systems,   Inc. ("DST") to whose employ Employee may be transferred,   without the
necessity that this Agreement be resigned at the time of such transfer. Employee
shall   serve as Group   Chief   Executive-DST   International   and have the duties,
authority and   responsibilities as Company or DST International may from time to
time prescribe or request.   From time to time,   Company or DST International and
Employee may mutually   agree that   Employee   shall serve in a role other than as
set forth above. Employee further agrees that while employed by Company, he will
devote   substantially all of his working time and efforts to the business of the
Company, DST International and their respective affiliates.   Except as otherwise
provided in this Agreement,   Employee   acknowledges and agrees that Employee has
no rights to separation pay.

     2.   TERM.   Employee's   employment   shall   continue   under the terms of this
Agreement   through   February 1, 2010 unless   earlier   terminated   as provided in
Paragraph 4. Such term shall automatically   extend for additional one year terms
on each February 1st   thereafter   unless   Company or Employee   provides   written
notice to the other that the term of the Agreement is not to be further extended
or the Agreement is terminated earlier than the next renewal date as provided in
Paragraph 4.

     3. COMPENSATION AND BENEFITS.

          3.1    Compensation.    During   the   period   of   Employee's    employment
hereunder,   Company shall pay Employee for the   performance   of his duties under
this   Agreement   an annual base salary of Three   Hundred   Thousand   and no/100's
dollars   ($300,000) payable in accordance with Company's policies and subject to
normal withholdings and to adjustment from time to time as agreed by the parties
(the "Base Salary").

          3.2 Incentive Plan. Employee shall be eligible to participate in a DST
annual incentive award program ("Program")   beginning,   on a prorata basis, with
the 2007 performance year of any such applicable Program,   and under such terms,
as determined   from time to time by the DST Board of Directors   ("DST Board") or
the Compensation   Committee or other appropriate committee of the DST Board (the
"DST Compensation   Committee").   Payment to Employee of an annual bonus ("Annual
Incentive") may depend on achievement of DST   International,   DST or other goals
as the DST Compensation   Committee   determines,   including without   limitation a
combination of DST   International,   DST or other goals.   Subject to the terms of
the Program, Employee's Threshold, Target and Maximum opportunity levels (if and
to the extent   applicable



<PAGE>

under the Program   structure upon which   Employee's   Annual   Incentive is based)
shall be the   following   percentages   of Base Salary as of the beginning of each
year:

            Threshold              Target                Maximum
            ---------              ------                -------
               50%                  100%                   150%

Any   payout   upon goal   achievement   may   consist   of any   combination   of cash,
deferred   cash or   other   award   components   selected   by the   DST   Compensation
Committee.   Employee   understands that the Company's board, the DST Board or the
DST   Compensation   Committee   may   change,   revoke or   terminate   a   Program   or
Employee's   participation   therein at any time; provided that, while the Program
is   in   effect,   Employee's   Threshold,   Target   and   Maximum   Annual   Incentive
percentages (if and to the extent   applicable   under the Program   structure upon
which   Employee's   Annual   Incentive   is based)   will not be   reduced   below the
percentages shown above. The terms of Employee's   participation in a Program are
established   by the   Company's   board,   the DST Board,   or the DST   Compensation
Committee and not by this Agreement.   The actual amount of any Annual   Incentive
earned will be based upon meeting specific   corporate or business unit goals set
in accordance with the Program.

          3.3 Employee Benefits.

                3.3.1 Equity Plan   Participation.   Employee   shall be entitled to
participate   in the DST   Systems,   Inc.   2005 Equity   Incentive   Plan (the "2005
Plan") in accordance   with the terms thereof,   at a level   consistent with DST's
practice regarding awards to senior executive officers excluding benefits unique
to DST contracts with the Chief Executive   Officer and Chief   Operating   Officer
and taking into account Exhibit A hereto (Expatriate Assignment Detail).   Awards
under   the 2005   Plan are   granted   in the   discretion   of the DST   Board or DST
Compensation Committee or other appropriate committee of the DST Board.

               3.3.2   Incentive,   Savings and Retirement   Plans.   In addition to
Base Salary and an Annual   Incentive,   Employee shall be entitled to participate
during his employment hereunder in all incentive,   savings and retirement plans,
practices,   policies and programs, whether or not qualified under Section 401(a)
of the Internal   Revenue Code of 1986,   as amended (the   "Code"),   that are from
time to time   applicable to other senior   executives   of DST in accordance   with
their terms as in effect from time to time.

               3.3.3 Welfare   Benefits.   During his employment,   Employee and/or
his family, as the case may be, shall be eligible for participation in and shall
receive all   benefits   under   welfare   benefit   plans,   practices,   policies and
programs provided by DST (including medical,   prescription,   dental, disability,
salary continuance,   employee life, dependent life,   accidental death and travel
accident   insurance   plans and   programs)   generally   applicable to other senior
executives   of DST in   accordance   with their terms   (including   limitations   on
eligibility)   as in effect from time to time.   DST reserves the right to change,
revoke or terminate any welfare benefit plan, practice, policy or program at any
time.

               3.3.4 Fringe Benefits.   During his employment,   Employee shall be
entitled   to   fringe   benefits   applicable   to other   senior   executives   of DST
excluding   benefits unique


                                       2
<PAGE>

to DST contracts with the Chief Executive   Officer and Chief   Operating   Officer
and taking into account Exhibit B hereto (Expatriate Benefits).

               3.3.5 Vacation. During his employment, Employee shall be entitled
to paid vacation time in accordance   with DST   International   plans,   practices,
policies,   and   programs,   but in no event shall such vacation time be less than
four weeks per calendar year.

                3.3.6 Expenses. During his employment, Employee shall be entitled
to receive prompt reimbursement for all ordinary and necessary business expenses
incurred by Employee, upon the receipt by Company of an accounting in accordance
with Company practices, policies and procedures.

               3.3.7 The DST Systems,   Inc. Expatriate   Assignment Program shall
apply to   Employee's   assignment to work in the U.K. The   assignment   detail set
forth in Exhibit A shall govern the assignment.

     4. TERMINATION.

          4.1 Death.   Employee's employment under this Agreement shall terminate
upon   Employee's   death and   Employee's   estate (or his   beneficiary,   as may be
appropriate) shall be entitled to receive (i) an amount equal to all Base Salary
earned and accrued to the date of   Employees   death,   to the extent   theretofore
unpaid;   and (ii) any other   benefits   payable   upon death under any   applicable
employee   benefit plan in which Employee   participated at the date of his death.
Except as provided under this Agreement or under any applicable employee benefit
plan, all other   obligations of Company under this Agreement   shall terminate as
of the date of Employee's death during employment.

          4.2   Disability.   If Company   determines   that   Employee   is unable to
perform his duties under this Agreement   because of his   "disability" as defined
by or   determined   in   accordance   with   the   Rules   and   Procedures   of the DST
Compensation   Committee,   Company   may   terminate   Employee's   employment.   Such
termination   shall be effective as of the date determined by Company pursuant to
Company   procedures,   and   Employee   shall be   entitled to receive (i) an amount
equal to all Base Salary earned and accrued to the date of   termination,   to the
extent   theretofore   unpaid;   and (ii) any   other   benefits   payable   upon   such
disability   under   any   applicable   employee   benefit   plan   in   which   Employee
participated at the time of termination. Except as provided under this Agreement
or under any applicable   employee benefit plan, all other obligations of Company
under this Agreement shall terminate as of the date of such termination.

          4.3   Voluntary.   Employee's   employment   under   this   Agreement   shall
terminate upon   Employee's   voluntary   termination of employment.   Company shall
have no further   obligations   under this   Agreement,   except   Employee   shall be
entitled to receive (i) within   thirty (30) days after the date of   termination,
an   amount   equal   to   all   Base   Salary   earned   and   accrued   to the   date   of
termination,   to the extent theretofore   unpaid, and (ii) such other benefits to
which   Employee is entitled   under any employee   benefit plan in which   Employee
participated at the time of termination. Except as provided under this Agreement
or under any applicable   employee


                                       3
<PAGE>

benefit   plan,   all other   obligations   of Company   under this   Agreement   shall
terminate as of the date of such termination.

          4.4 For Cause by Company.   Company may   terminate   this   Agreement and
Employee's   employment   "for cause"   immediately   upon notice to   Employee.   For
purposes of this Agreement, termination "for cause" shall mean termination based
upon any one or more of the following:

          (a)   Any material   breach of this   Agreement by Employee which is not,
               or cannot be, cured (in each case in the sole judgment of the DST
               Board)   within   thirty   (30) days   after   written   notice of such
                breach to Employee;

          (b)   Employee's dishonesty involving Company, DST International or any
               other DST affiliate;

          (c)   Gross   negligence   or willful   misconduct in the   performance   of
               Employee's duties as determined in good faith by the DST Board;

          (d)   Willful failure by Employee to follow reasonable   instructions of
               the DST Board or any officer to whom Employee reports   concerning
               the operations or business of Company,   DST   International or any
               other DST affiliate;

          (e)   Employee's fraud or criminal activity; or

          (f)   Embezzlement or misappropriation by Employee.

          4.5 Other Than for Cause by Company.   Company may terminate Employee's
employment   under this   Agreement   at any time without   Cause by giving   written
Notice of Termination to Employee.   If Company terminates   Employee's employment
without Cause,   Company shall have the   obligations   set forth in this Paragraph
4.5;   provided,   however,   that   notwithstanding   any   other   provision   of this
Agreement,   the obligations in this Paragraph   shall not apply,   unless Employee
executes a general release in favor of Company, its affiliates and subsidiaries.
Within   seventy-five   (75) days after   termination as provided in this Paragraph
4.5,   Company shall pay to Employee a lump sum amount equal to twenty-four   (24)
months of the annual Base Salary at the rate in effect immediately prior to such
termination without Cause, which amount shall be separation pay. For twenty-four
(24)   months   following   termination   as   provided   in this   Paragraph   4.5 (the
"Period"),   if Employee elects   continued group medical coverage for himself and
his eligible dependents pursuant to COBRA,   Company shall pay for such continued
coverage for the lesser of the COBRA continuation   period or the duration of the
Period,   with the same deductible and out-of-pocket   expenses as apply to active
employees   (and their   eligible   dependents)   from time to time during the COBRA
continuation   coverage period,   and monthly   reimburse   Employee for the cost of
premiums for health plan benefits   comparable to such benefit plans   provided to
Employee   at the   time of   termination   of   active   employment   for   the   period
beginning on the   expiration   of COBRA   continuation   coverage and ending on the
last   day of the   Period.   Upon   termination   without   Cause,   if   Employee   had
participated   in DST's   officer life   insurance   program,   Company shall monthly
reimburse   Employee   for the cost of   premiums   for   comparable   life   insurance
benefits   ending on the last day of the Period.   Notwithstanding   the foregoing,
any   life,   health   or   other    reimbursement    obligation   set   forth   in   this


                                        4
<PAGE>

subparagraph   shall lapse as of the date comparable   coverage in connection with
other   employment is made available to Employee   regardless of whether   Employee
participates   in such alternate   coverage   program.   The Company shall reimburse
Employee   for any   federal,   state and local   income   taxes due with   respect to
amounts paid hereunder for COBRA continuation coverage or for the cost of health
or life insurance.   The terms and conditions of this subparagraph shall continue
until the end of the Period   notwithstanding the death or disability of Employee
during the Period. For avoidance of doubt, neither termination of employment for
disability nor assignment or deemed assignment of this Agreement to a subsidiary
or affiliate of Company or DST shall be treated as a termination   without cause.
Employee   shall   receive,   on the payment due date as provided in the DST Annual
Incentive Program, any Annual Incentive earned for the performance year in which
Employee's employment   terminated;   provided,   however, that such award shall be
prorated to reflect   only the   portion of such   performance   year that   precedes
Employee's termination. To the extent required by Code Section 409A and guidance
issued   thereunder,   such   award   shall   be   deferred   in   accordance   with   any
applicable   deferral   requirements   and   elections in place with respect to such
award and,   to the extent   deferred,   such award   shall be paid   pursuant to the
terms of deferral   procedures in effect with respect to the DST Annual Incentive
Program   from time to time.   Notwithstanding   the   receipt   during the Period of
separation pay as provided herein and the benefits that are generally   available
to   executive   employees   of DST during the Period,   (a)   Employee   shall not be
entitled   to accrue or receive   such   benefits   during the Period   except as set
forth herein, and (b) any contributions and benefits under applicable plans with
respect to the year of termination   shall be based solely upon compensation paid
to   Employee   for   periods   prior to   termination.   In the year of   termination,
Employee   shall be entitled to   participate in any qualified plan made available
to Company   employees only if the Employee meets all   requirements of such plans
for participation in such year.

          4.6   Employee's   Duties Upon   Termination.   Upon   termination   of this
Agreement   by Company or Employee   for any reason,   Employee   shall   immediately
return to Company all Proprietary   Information (as defined in Paragraph 6) which
exists in   tangible   form and   shall   sign such   written   resignations   from all
positions   as an   officer,   director   or   member   of any   committee   or board of
Company,   DST   International,   DST   or DST   subsidiary   or   affiliate   as may be
requested by Company, DST international,   DST or DST subsidiary or affiliate and
such other documents and papers relating to Employee's employment,   benefits and
benefit plans as any such entity may reasonably request.

     5. CONTINUATION OF EMPLOYMENT UPON CHANGE IN CONTROL.

          5.1 Continuation Of Employment. Subject to the terms and conditions of
this   Paragraph   5, in the event of a Change in   Control   of DST (as   defined in
Paragraph 5.3) at any time during Employee's employment hereunder, Employee will
remain in the   employ of the   Company   for a period of an   additional   three (3)
years   from the date of such   Change   in   Control   of DST (the   "Control   Change
Date").   In the event of a Change in   Control   of DST,   subject to the terms and
conditions of this   Paragraph 5, Company shall,   for the three   (3)-year   period
(the   "Three-Year   Period")   immediately   following   the   Control   Change   Date,
continue to employ   Employee at not less than the   executive   capacity   Employee
held   immediately   prior to the Change in Control of DST.   During the Three-Year
Period,   Company shall continue to pay Employee


                                       5
<PAGE>

salary on the same   basis,   at the same   intervals,   and at a rate not less than
that, paid to Employee at the Control Change Date.

          5.2 Benefits. During the Three-Year Period, Employee shall be entitled
to participate,   on the basis of his Employee position, in each of the following
plans (together,   the "Specified Benefits") in existence, and in accordance with
the terms thereof, at the Control Change Date:

          (a)   any incentive compensation plan;

          (b)   any benefit plan, and trust fund associated therewith, related to
               (i) life,   health,   dental,   disability,   or accidental death and
               dismemberment insurance,   (ii) profit sharing, thrift or deferred
               savings   (including   deferred   compensation,   such as under   Sec.
               401(k) plans),   (iii) retirement or pension benefits,   (iv) ERISA
               excess   benefits,   and (v) tax favored   employee stock   ownership
               (such as under ESOP, TRASOP, TCESO or PAYSOP programs); and

          (c)   any other benefit plans   hereafter   made   generally   available to
               employees   at   Employee's   level or to the   employees   of Company
               generally;

or, in the alternative,   DST or Company shall provide other plans under which at
least   equivalent   compensation and benefits are available and in which Employee
continues to participate on a basis at least equivalent to his   participation in
the DST   plans in   effect   immediately   prior to the   Control   Change   Date.   In
addition, the change in control provisions of the agreements and plans governing
options,   restricted shares,   deferred cash and other equity or incentive awards
granted to   Employee   under the 2005 Plan or any other   award plan of DST or its
affiliates shall govern whether any such outstanding   awards become   exercisable
or payable or vest in   connection   with a change in   control,   as defined in the
applicable agreement or plan.

          5.3   Change in Control   of DST.   For   purposes   of this   Agreement,   a
"Change in Control" shall be deemed to have occurred if:

          (a)   the   Incumbent   Directors   cease for any reason to   constitute at
               least   seventy-five   percent   (75%) of the   directors of DST then
               serving;

          (b)   any "person" (as such term is used in Sections 13(d) and 14(d)(2)
               of the   Securities   Exchange   Act of 1934 (the   "Exchange   Act"))
               other than DST or any   majority-owned   subsidiary   of DST,   or an
               employee benefit plan of DST or of any majority-owned   subsidiary
                of DST shall have   become the   "beneficial   owner" (as defined in
               Rule 13d-3 under the Exchange   Act)   directly or   indirectly,   of
               securities   of DST   representing   twenty   percent   (20%)   or more
                (calculated in accordance with Rule 13d-3) of the combined voting
               power of DST's   then   outstanding   Voting   Securities;   provided,
               however,   that a person's   becoming such a beneficial owner shall
               not   constitute a Change in Control if such person is party to an
               agreement   that   limits   the   ability   of   such   person   and   its
               affiliates   (as defined in


                                       6
<PAGE>

               Rule 12b-2 under the Exchange Act) to obtain and exercise control
               over the management and policies of DST;

          (c)   a   Reorganization   Transaction   is   consummated,    other   than   a
               Reorganization Transaction which results in the Voting Securities
               of   DST   outstanding   immediately   prior   thereto   continuing   to
               represent (either by remaining   outstanding or by being converted
               into Voting   Securities of the   surviving   entity) at least sixty
               percent (60%) of the total voting power represented by the Voting
               Securities of such surviving entity outstanding immediately after
               the   Reorganization   Transaction,   if the   voting   rights of each
                Voting Security   relative to the other Voting Securities were not
               altered in the Reorganization Transaction; or

          (d)   the stockholders of DST approve a plan of complete liquidation of
               DST, other than in connection with a Reorganization Transaction.

     Notwithstanding   the occurrence of any of the foregoing events, a Change in
Control   shall not occur with   respect to Employee if, in advance of such event,
Employee   agrees in writing   that such event   shall not   constitute   a Change in
Control.

     For purposes of this   definition,   the following terms have the meaning set
forth below:

          (a)   "Incumbent Directors" means (i) an individual who was a member of
               the DST Board on May 10, 2005   (effective date of the 2005 Plan);
               or (ii) an individual whose election,   or nomination for election
               by   DST's   stockholders,   was   approved   by a   vote   of at   least
               seventy-five   percent   (75%) of the members of the DST Board then
               still   in   office   who   were   members   of the DST   Board   on such
               effective   date;   or   (iii)    individuals    whose   election,    or
               nomination for election by DST's stockholders,   was approved by a
               vote of at least seventy-five percent (75%) of the members of the
               DST Board   then   still in office   who were   elected in the manner
               described in (i) or (ii) above;   provided that no director   whose
                election was in connection with a proposed   transaction which, if
               consummated,   would be a Change in Control   shall be an Incumbent
               Director.

          (b)   "Related Party" means (i) a majority-owned   subsidiary of DST; or
               (ii)   an   employee   or   group   of   employees   of   DST   or of   any
               majority-owned   subsidiary   of DST; or (iii) an employee   benefit
               plan of DST or of any majority-owned subsidiary of DST; or (iv) a
                corporation   owned directly or indirectly by the   stockholders of
               DST in   substantially   the same   proportion as their ownership of
               the voting power of Voting Securities of DST.

          (c)   "Reorganization   Transaction"   means   a   merger,   reorganization,
               consolidation,   or   similar   transaction   or a   sale   of   all   or
               substantially   all of DST's assets other than any such sale which
               would result in a Related   Party   owning or   acquiring   more than
               fifty percent (50%) of the assets owned by DST immediately   prior
               to the sale.


                                       7
<PAGE>

          (d)   "Voting   Securities"   of a corporation   means   securities of such
               corporation   that are entitled to vote   generally in the election
               of directors,   but not including any other class of securities of
               such   corporation   that may have   voting   power by   reason of the
               occurrence of a contingency.

          5.4 Termination After Control Change Date.   Notwithstanding   any other
provision   of this   Paragraph   5, at any time   after the   Control   Change   Date,
Company   may,   with   approval   of the DST Board,   terminate   the   employment   of
Employee (the "Termination"),   but within five (5) days after the Termination it
shall pay to Employee   his full Base   Salary   through   the   Termination,   to the
extent not   theretofore   paid,   plus a lump sum amount (the   "Special   Severance
Payment")   equal to the   product of his annual   Base   Salary   multiplied   by the
number of years and any portion thereof   remaining in the Three-Year   Period or,
if the balance of the Three-Year Period after Termination is less than one year,
for a period of one year from the Control Change Date (the   "Extended   Period").
Specified   Benefits   to   which   Employee   was   entitled    immediately   prior   to
Termination   shall   continue   until   the   end of   the   Three-Year   Period   or if
applicable,   the Extended   Period;   provided   that:   (a) if any plan pursuant to
which Specified Benefits are provided immediately prior to  


 
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