EMPLOYMENT AGREEMENT (Amended and Restated January 1, 2001)Employment Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating
THIS AGREEMENT, made and entered into as of this 1st day of January, 2001, by and between Kansas City Southern Industries, Inc., a Delaware corporation (“KCSI”) and Jay M. Nadlman, an individual (“Executive”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware
THIS FIRST AMENDMENT to the Rights Agreement (the “Rights Agreement”) dated as of September 19, 1995, between KANSAS CITY SOUTHERN, a Delaware corporation (formerly Kansas City Southern Industries, Inc., the “Company”) and HARRIS TRUST & SAVINGS BANK, as Rights Agent, is dated as of the 14th day of December, 2004. Capitalized and other terms in this First Amendment shall have the meanings given them in the Rights Agreement unless defined herein.
ADDENDUM TO EMPLOYMENT AGREEMENTAddendum to Employment Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating
This Addendum to Employment Agreement (“Addendum”) dated the day of August 18, 2004 is between Kansas City Southern, a Delaware corporation (“KCS”), formerly known as Kansas City Southern Industries, Inc. or KCSI, and Jay M. Nadlman, an individual (“Executive”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), grants to «Name», (the “Grantee”), an employee of the Company or a Subsidiary, (i) a non-qualified stock option (the “Option”) to purchase that number of shares (“Shares”) of the Company’s Common Stock, $.01 par value, set forth below and (ii) an equal number of limited stock appreciation rights (“LSARs”), all subject to the terms and conditions set forth below, in the Exhibits A and A1 attached hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement. A copy of the Plan is attached. Capitalized terms used but not defined in this Agreement have the meaning specified in the Plan.
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of__________) RESTRICTED SHARES AWARD AGREEMENTRestricted Shares Award Agreement • March 30th, 2005 • 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 a Subsidiary, 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 1991 Amended and Restated Stock Option and Performance Award Plan (As Amended and Restated Effective as of ___________), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT _________________________________________________________Non-Qualified Stock Option Award Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware
This Option shall become exercisable on [One year from Grant Date], or on the day prior to the Annual Meeting of Shareholders held in [Year of Next Annual Meeting], whichever is first, provided no termination of Affiliation of the Grantee has occurred prior to such date. The term of the Option shall be ten (10) years from the Grant Date unless terminated earlier as provided in Exhibit A or in the Plan.
SECURITY AGREEMENT Dated March 30, 2004 from The Grantors referred to herein as Grantors to THE BANK OF NOVA SCOTIA as Collateral AgentSecurity Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • New York
SECURITY AGREEMENT dated March 30, 2004 made by The Kansas City Southern Railway Company, a Missouri corporation (the “Borrower”), Kansas City Southern (the “Parent”), the other Persons listed on the signature pages hereof and the Additional Grantors (as defined in Section 21) (the Borrower, the Persons so listed and the Additional Grantors being, collectively, the “Grantors”), to The Bank of Nova Scotia, as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware
This Option shall become exercisable on [Exercisable Date], provided you remain continuously employed by the Company or a Subsidiary which is Consolidated with the Company for financial reporting purposes (a “Consolidated Subsidiary”) from the Grant Date to such date. The term of the Option shall be ten (10) years from the Grant Date unless terminated earlier as provided in Exhibit A or in the Plan.
KANSAS CITY SOUTHERN 1991 AMENDED AND RESTATED STOCK OPTION AND PERFORMANCE AWARD PLAN RESTRICTED SHARES AGREEMENTRestricted Shares Agreement • March 30th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware
By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards and sells to [Name], an employee of the Company or a Subsidiary (the “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, in the attached Exhibit A hereto and in the Kansas City Southern 1991 Amended and Restated Stock Option and Performance Award Plan, as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement. A copy of the Plan may be obtained from the Company upon request. Capitalized terms used but not defined in this Agreement have the meaning specified in the Plan.
