2017 EQUITY INCENTIVE PLANNon-Qualified Stock Option, Restricted Share and Performance Share Award Agreement • March 12th, 2018 • Kansas City Southern • Railroads, line-haul operating • Delaware
To determine the “earned percentage” for a fiscal year, the Committee will compare the Company’s actual performance for the fiscal year to the Performance Goals for such fiscal year as set forth in the above schedule. If the calculated percentage is between Threshold and Maximum for any fiscal year, then the earned percentage will be prorated. If the calculated percentage is below Threshold, then the earned percentage for the fiscal year will be 0%. If the calculated percentage is above Maximum, then the earned percentage will be 200%. For purposes of the foregoing, any fractional Share earned with respect to the FY 2018-20 Performance Period shall be rounded down to the nearest whole Share.
KANSAS CITY SOUTHERN RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • March 12th, 2018 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the "Company"), awards 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 2017 Equity Incentive 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.
