EXHIBIT 10.16.2
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Xxxxx X. Xxxxxxxxx, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain
Employment Agreement dated August 14, 2000 (the "Employment Agreement"),
pursuant to which Railway employed Executive as Vice President Forest Products
Business Unit;
WHEREAS, as of January 3, 2003 (the "Effective Date"), Executive assumed
the role of Senior Vice President Sales and Marketing for Railway (the
"Promotion"); and
WHEREAS, Railway, KCSI and Executive desire to amend the Employment
Agreement to provide for certain changes to the Employment Agreement
necessitated by the Promotion.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Section 1 of the Employment Agreement is hereby amended so that the
first sentence and only the first sentence of Section 1 is deleted in its
entirety and replaced with the following:
"Railway hereby continues the employment of Executive as Senior Vice
President Sales and Marketing, to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties,
powers and responsibilities as may be prescribed or delegated from time
to time by the President or other officer to whom Executive reports,
subject to the powers vested in the Railway Board and in the stockholder
of the Railway."
2. Section 7(e) of the Employment Agreement is hereby amended so that
clauses (i) and (ii) and only clauses (i) and (ii) are deleted in their entirety
and replaced with the following:
"(i) 180% of his annual base salary specified in Paragraph 7(a)
multiplied by (ii) Two;"
3. The parties hereto acknowledge and agree that this Amendment shall be
deemed to have been effective as of the Effective Date.
4. Capitalized terms used herein without definition shall have the
respective meanings attributed to such terms in the Employment Agreement.
5. The parties hereto hereby ratify, confirm and approve the Employment
Agreement, as amended by this Amendment. Should any terms of this Amendment
conflict with any terms of the Employment Agreement, the terms of this Amendment
shall control.
-1-
EXHIBIT 10.16.2
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
RAILWAY:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President & CEO
KCSI:
KANSAS CITY SOUTHERN
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, President & CEO
EXECUTIVE:
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
-2-
