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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 and sells 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, 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 [Month, Year]
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Number
of Restricted Shares
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[No.
of Shares]
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[Price]
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The
Award evidenced by this Agreement shall not be effective until you
have (i) made full payment to the Company of the Purchase
Price for the Restricted Shares, (ii) paid to the Company such
amount as may be requested by the Company, or otherwise made
arrangements satisfactory to the Company as determined by the
Committee, to satisfy all tax withholding requirements, if any,
relating to your purchase of the Restricted Shares, and
(iii) 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 thirty (30) days after the
Company’s mailing of this Agreement to you. 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]
Dated:
____________, 200_
EXHIBIT
A
to
RESTRICTED SHARES 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
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