CREDIT AGREEMENT Dated as of March 8, 2019 among KANSAS CITY SOUTHERN as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO as Lenders and Issuing Banks and BANK OF...Credit Agreement • March 11th, 2019 • Kansas City Southern • Railroads, line-haul operating • New York
CREDIT AGREEMENT (this “Agreement”) dated as of March 8, 2019 among Kansas City Southern (“KCS”), a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), the Issuing Banks (as hereinafter defined), Bank of America, N.A. (“Bank of America”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Co-Syndication Agents, the “Agents”) for the Lender Parties (as hereinafter defined), Citibank, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association as co-syndication agents (the “Co-Syndication Agents”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending servi
2017 EQUITY INCENTIVE PLANAward Agreement • March 11th, 2019 • 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 2019-21 Performance Period shall be rounded down to the nearest whole Share.
