KANSAS
CITY SOUTHERN
2008 STOCK OPTION
AND PERFORMANCE AWARD PLAN
RESTRICTED
SHARES AWARD AGREEMENT
By
this Agreement, Kansas City Southern, a Delaware corporation (the
“Company”), awards to you, [Name] , an employee
of the Company or an Affiliate, as Grantee, that number of shares
(“Restricted Shares”) of the Company’s Common
Stock, $.01 par value, set forth below, subject to the terms and
conditions set forth below and in the attached Exhibit A
hereto and in the Kansas City Southern 2008 Stock Option and
Performance Award Plan (including Committee rules, regulations,
policies and procedures established thereunder), as may from time
to time be amended (the “Plan”), all of which are an
integral part of this Agreement.
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[Date]
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Beginning
on the Grant Date and ending on the last business day of [Month,
Year]
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Number
of Restricted Shares
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[No.
of Shares]
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The
Award evidenced by this Agreement shall not be effective until you
have indicated your acceptance of this Agreement by signing one
copy of this Agreement in the space provided below and returning it
to the Corporate Secretary’s Office, in the envelope
provided, within ten (10) days after your receipt of this
Agreement from the Company. You should retain one copy of this
Agreement for your records.
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Kansas
City Southern
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By:
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Name
and Title:
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[Name of Grantee]
[Address]
[City, State, Zip]
EXHIBIT
A
to
RESTRICTED SHARES AWARD AGREEMENT
1.
Plan Governs . The Award and this Agreement are subject to
the terms and conditions of the Plan. The Plan is incorporated in
this Agreement by this reference. All capitalized terms used in
this Agreement have the meaning set forth in the Plan unless
otherwise defined in this Agreement. By executing this Agreement,
you acknowledge receipt of a copy of the Plan and the prospectus
covering the Plan and you acknowledge that the Award is subject to
all the terms and provisions of the Plan. You further agree to
accept as binding, conclusive and final all decisions and
interpretations by the Plan Committee with respect to any questions
arising under the Plan.
2.
Payment . The Restricted Shares are awarded to you without
requirement of payment.
3.
Transfer Restrictions . Until the restrictions lapse, the
Restricted Shares may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by you, and
any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable;
provided that the designation of a beneficiary pursuant to Article
14 of the Plan shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance. Certificates
will be transferred to you only as provided in paragraph 4 of this
Exhibit A.
4.
Certificates . You will receive certificates for the number
of your Restricted Shares with respect to which the restrictions
have lapsed. Until the restrictions lapse, your Restricted Shares
either will be evidenced by certificates held by or on behalf of
the Company (in which case you will sign and deliver to the Company
a stock power relating to the Restricted Shares so that the Company
may cancel the Restricted Shares in the event of forfeiture), or
the Restricted Shares will be reflected in a book-entry form or
other account maintained by the Company, as determined by the
Company.
5.
Rights as Stockholder . During the Period of Restriction you
will have all of the rights of a stockholder of the Company with
respect to the Restricted Shares subject to the provisions of
paragraph 3 of this Exhibit A.
6.
Lapse of Restrictions Other than Upon Retirement . The
Restricted Shares will no longer be subject to restrictions upon
the first of the following events to occur:
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(a)
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The end of the Period of Restriction, provided your Termination of
Affiliation does not occur prior to that date; or
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(b)
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Your Termination of Affiliation by reason of your death;
or
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(c)
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Your Termination of Affiliation by reason of your Disability;
or
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(d)
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A Change of Control.
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