KANSAS
CITY SOUTHERN INDUSTRIES, INC.
2008 STOCK OPTION
AND PERFORMANCE AWARD PLAN
NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT
By
this Agreement, Kansas City Southern, a Delaware corporation (the
“Company”), grants to you, [Name] , an employee
of the Company or an Affiliate, (the “Grantee”),
(i) a non-qualified stock option (the “Option”) to
purchase that number of shares (“Shares”) of the
Company’s Common Stock, $.01 par value, set forth below and
(ii) an equal number of limited stock appreciation rights
(“LSARs”), all 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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Grant
Date:
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[Date]
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Number
of Shares:
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[Options]
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Option
Price:
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[Price]
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This
Option shall become exercisable on [Exercisable Date] ,
provided you remain continuously employed by the Company or an
Affiliate from the Grant Date to such date the Option becomes
exercisable. The term of the Option shall be ten (10) years
from the Grant Date unless terminated earlier as provided in
Exhibit A or in the Plan.
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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EXHIBIT
A
TO
STOCK OPTION 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. By signing this Agreement you are not
obligated to exercise all or any part of this Option or any other
Option.
2.
Manner of Exercise . This Option shall be exercised
by delivering to the Company (or its authorized agent), during the
period in which such Option is exercisable, (i) a written
notice of your intent to purchase a specific number of Shares
pursuant to this Option (a “Notice of Exercise”), and
(ii) full payment of the Option Price for such specific number
of Shares. Payment may be made by any one or more of the following
means:
(a)
Cash, personal check, or wire transfer;
(b)
if approved and permitted by the Committee, Shares owned by you
with a Fair Market Value on the last complete stock trading day
preceding such exercise equal to the Option Price, which such
Shares must be fully paid, non-assessable, and free and clear from
all liens and encumbrances, or
(c)
if approved and permitted by the Committee, through the sale of the
Shares acquired on exercise of this Option through a broker to whom
you have submitted irrevocable instructions to deliver promptly to
the Company the amount of sale or loan proceeds sufficient to pay
for such Shares, together with, if required by the Company, the
minimum statutory amount of federal, state, local or foreign
withholding taxes payable by reason of such exercise. A Copy of
such delivery instructions must also be delivered to the Company by
the Grantee with the Notice of Exercise; or
(d)
if approved and permitted by the Committee, with Restricted Shares
owned by you with a Fair Market Value on the last completed stock
trading day preceding such exercise equal to the Option
Price.
The
exercise of the Option shall become effective at the time such a
Notice of Exercise has been received by the Company, which must be
before the tenth anniversary of the Grant Date (the
“Expiration Date”). The exercise of this Option as to a
number of Shares will result in the cancellation of an equal number
of LSARs. You shall not have any rights as a stockholder of the
Company with respect to the Shares deliverable upon exercise of
this Option until a certificate for such Shares is delivered to
you.
If
the Option is exercised as permitted herein by any person or
persons other than Grantee, such Notice of Exercise shall be
accompanied by such documentation as Company may reasonably
require,
including
without limitation, evidence of the authority of such person or
persons to exercise the Option and evid
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