Exhibit 10.3
FIRST AMENDMENT TO RESTRICTED SHARES AWARD AGREEMENT
This amendment dated March 2, 2005 is to the Restricted Shares Award
Agreement ("RSAA") dated November 10, 2004 between DST Systems, Inc. (the
"Company") and ("Employee").
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WHEREAS, the RSAA currently provides for full lapsing of the restrictions
on the shares subject to the RSAA (the "Shares") upon a Company Change in
Control as defined in the DST Systems, Inc. 1995 Stock Option and Performance
Award Plan (the "Plan");
WHEREAS, on the Grant Date, (i) the Company's Board of Directors was
contemplating certain changes to the Change in Control provisions of the Plan,
and (ii) the Compensation Committee of the Board of Directors (the "Committee")
was considering "double trigger" vesting of a pro-rata portion of the Shares
upon a Change in Control;
WHEREAS, Section 3(b) of the RSAA provides that "the Board may amend the
Change in Control definition and related provisions in the Plan at any time
after the date of this Agreement, and that such amendment may also delay or
otherwise affect the timing, or include additional conditions relating to the
lapse of restrictions on the Shares in the event of a Change in Control";
WHEREAS, Section 3(b) of the RSAA also provides that any such amendment of
the Plan shall automatically apply to, and be incorporated in, the terms of the
RSAA, without any requirement or prior notice or consent of Employee;
WHEREAS, Section 7(g) of the RSAA provides that the RSAA "shall also be
amended, without prior notice to Employee and without Employee's consent . . .
automatically in the circumstances set forth in Paragraph 3(b)"; and
WHEREAS, on March 2, 2005, the Board amended the Change in Control
provisions in the Plan and the Committee amended the RSAA to provide for Change
in Control double trigger vesting.
THEREFORE, the RSAA is hereby amended as follows:
1. Section 3(a) of the RSAA shall be deleted in its entirety and replaced
with the following:
RELEASE DATE. The Shares shall be free and clear of the restrictions set
forth in paragraph 2(a) hereof on January 31, 2010 (the "Release Date") but
only if the EPS Goal (as defined in Paragraph 3(e)) is achieved; provided,
however, that the EPS Goal shall not be a condition to lapsing of
restrictions if a Change in Control (as defined in Paragraph 6(b) hererof)
occurs at any time after the Grant Date but prior to January 31, 2010. A
release of restrictions shall occur earlier than January 31, 2010 on the
earliest of any of the following dates (also "Release Dates"): (i) the date
Employee becomes disabled (as defined from time to time by the Committee);
(ii) the date of Employee's death; (iii) the date of a Termination Without
Cause (as defined in Paragraph 3(g)) that occurs on the date of and in
connection with a Business Unit Divestiture (as defined in Paragraph 3(i));
(iv) the date of a Change in Control (as defined in Paragraph 6(b)); (v)
the date of a Termination Without Cause that occurs in
connection with a Reduction in Force (as defined in Paragraph 3(h)); and
(vi) the date of Employee's voluntary termination of employment after
attaining sixty (60) years of age; provided, however, that (except as
provided in Paragraph 3(b) hereof with respect to a release of restrictions
upon a termination of employment in certain circumstances subsequent to a
Change in Control) a release of restrictions upon any of the events in
subclauses (iv), (v) or (vi) of this Paragraph 3(a) shall occur only with
respect to Eligible Shares (as defined in Paragraph 3(f)).
2. Section 3(b) of the RSAA shall be deleted in its entirety and replaced
with the following:
RELEASE DATE SUBSEQUENT TO CHANGE IN CONTROL: POTENTIAL AMENDMENTS. Shares
on which restrictions have not lapsed as of a Change in Control shall not
be subject to the EPS Goal and shall also be free and clear of the
restrictions set forth in Paragraph 2(a) hereof upon the earlier of (i)
January 31, 2010 or other applicable Release Date set forth in Paragraph
3(a), or (ii) the date within three years subsequent to the Change in
Control date of a Termination Without Cause (as defined in Paragraph 3(g))
or of a Resignation for Good Reason (as defined in Paragraph 3(k)).
3. Section 3(f) of the RSAA shall be deleted in its entirety and replaced
with the following:
ELIGIBLE SHARES. For purposes of Paragraph 3(a) hereof, "Eligible Shares"
are the total number of Shares granted divided by sixty (60) and then
multiplied by the number of full calendar months beginning November 1,
2004, that Employee has worked prior to the event set forth in Paragraph
3(a)(iv), 3(a)(v) or 3(a)(vi) triggering the pro-rata vesting, rounded up
to the next whole Share.
4. Section 3(k) shall be added to the RSAA:
RESIGNATION FOR GOOD REASON. For purposes of Paragraph 3(b), a "Resignation
for Good Reason" is Employee's resignation subsequent to a Change in
Control on not less than thirty (30) days written notice to the Company
Secretary, effective at the end of such notice period, and for any of the
following reasons occurring without his consent: (i) a change in the
character of Employee's assigned duties or a reduction in the level of
Employee's work or responsibility, (ii) a reduction in base salary or
incentive bonus as in effect immediately prior to the Change in Control or
in effect as a result of an increase subsequent to the Change in Control,
(iii) a failure by Company or its successor either to continue in effect
any benefit plans made generally available to Company executives at
Employee's geographic location prior to the Change in Control or to provide
other plans under which compensation and benefits are available in which
Employee continues to participate on a basis at least equivalent to his
participation in the Company plans immediately prior to the Change in
Control, (iv) a failure by Company to timely make to Employee payment of
any unfunded amounts due under any Company benefit plan as a result of the
Change in Control, (v) the relocation of the principal office at which
Employee worked immediately prior to the Change in Control to a location
outside of the metropolitan area where such office was located but only if
relocation requires Employee to be based anywhere other than such
metropolitan area (except for required travel on Company business to an
extent substantially consistent with
Employee's obligations immediately prior to the Change in Control), or (vi)
any breach of an employment agreement between Company or its successor and
Employee.
5. In Section 7(g) of the RSAA, the phrase "Paragraphs 3(b) and 6(b)" shall
be deleted in its entirety and replaced with the phrase "Paragraph 6(b)".
Except as amended hereby, the RSAA remains in full force and effect.
COMPENSATION COMMITTEE OF THE DST
SYSTEMS, INC. BOARD OF DIRECTORS
