FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT
This Fourth Amendment to Stock Purchase Agreement ("Fourth Amendment")
is executed as of this 1st day of January, 1991, by and among Kansas City
Southern Industries, Inc., a Delaware corporation ("KCSI"), Xxxxxx X. Xxxxxx,
Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxxxx, individually.
RECITALS
A. The undersigned (with the addition of Xxxxxxx X. Xxxxxx and
Xxxxxxx X. Xxxxxxxxxxx III) are all parties to that certain Stock Purchase
Agreement, dated April 13, 1984, as amended by that certain First Amendment
to Stock Purchase Agreement, dated January 4, 1985, that certain Second
Amendment to Stock Purchase Agreement, dated March 18, 1988, and that certain
Third Amendment to Stock Purchase Agreement, dated February 5, 1990
(collectively, "Stock Purchase Agreement");
B. The parties now desire to further amend the Stock Purchase
Agreement, as provided for herein in order to more clearly set forth their
respective rights, duties and obligations.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree to
amend the Stock Purchase Agreement as follows:
1. The parties hereby consent and agree to the addition of the
following paragraph 2.05 to Article II of the Stock Purchase Agreement:
2.05 For the purposes of determining for any period the Net
After-Tax Earnings of JCC for all purposes under this Agreement
other than the distribution of dividends pursuant to paragraph
12.01, the Net After-Tax Earnings of JCC as otherwise determined
shall be adjusted by adding back any amounts which were deducted
from the Net After-Tax Earnings of JCC and which are attributable
to any payments or accruals made for such period for Dividend
Bonuses, Termination Bonuses, Change of Control Bonuses or
Disability Bonuses pursuant to the section entitled "Additional
Incentive Compensation" contained in the Employment Agreements
dated as of January 1, 1991 between JCC and Messrs. Xxxxxx X.
Xxxxxxx, Xxxxx X. Xxxxx III and Xxxx X. Xxxxxxxx (the "Employment
Agreements").
2. The parties hereby consent and agree to the revision of paragraph
12.01 to Article XII of the Stock Purchase Agreement which shall read in its
entirety as follows:
12.01 So long as there are shareholders of JCC other than KCSI,
KCSI shall cause JCC, within four (4) months after the end of
each fiscal year of JCC, to declare and distribute dividends to
the shareholders of JCC (including KCSI) in an amount equal to
ninety percent (90%) of the Net After-Tax Earnings of JCC for
each such fiscal year. For the purpose of computing the amount of
dividends to be paid to JCC shareholders for each year, all
outstanding Share Equivalents granted to employees entitled to a
Dividend Bonus for such year pursuant to the Employment
Agreements, shall be regarded as if such Share Equivalents were
outstanding shares of stock of JCC entitled to receive dividends
at the same rate as such stock, thereby reducing proportionately
the amount of such dividends payable to JCC shareholders with
respect to JCC stock. For purposes of this Section 12.01,
notwithstanding the provisions of Section 2.05, Net After-Tax
Earnings of JCC for each such year shall include a reduction for
any accruals or payments made for such year with respect to any
Termination Bonus, Change in Control Bonus or Disability Bonus
pursuant to the Employment Agreements.
3. Section 14.02 (contained in the Second Amendment to Stock
Purchase Agreement) is hereby amended by deleting therefrom the names "Xxxxxx
X. Xxxxxxx, Xxxxx X. Xxxxx III and Xxxx X. Xxxxxxxx," to avoid a duplication
of benefits to such persons.
4. If any conflict shall arise between the terms and conditions of
this Fourth Amendment and the terms and conditions of the Stock Purchase
Agreement, the Fourth Amendment shall govern with respect to the matters
described herein.
5. Except as expressly amended herein, the Stock Purchase Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as
of the date first above written.
KANSAS CITY SOUTHERN INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
XXXXXX X. XXXXXXX, PRESIDENT
/s/ Xxxxxx X. Xxxxxx
-------------------------------
XXXXXX X. XXXXXX
/s/ Xxxxxxx Xxxxxxx
-------------------------------
XXXXXXX XXXXXXX
/s/ Xxxx X. Xxxxxxxx
-------------------------------
XXXX X. XXXXXXXX
