0001193125-16-478524 Sample Contracts

KANSAS CITY SOUTHERN AND PERFORMANCE AWARD PLAN RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • February 25th, 2016 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, «Employee», 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 2008 Stock Option and Performance Award 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.

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KANSAS CITY SOUTHERN 2008 STOCK OPTION AND PERFORMANCE AWARD PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENT
Stock Option and Performance Award Agreement • February 25th, 2016 • Kansas City Southern • Railroads, line-haul operating • Delaware

In no event, however, shall the number of Performance Shares earned for the [Performance Period] Performance Period exceed 200% of target.

KANSAS CITY SOUTHERN 2008 STOCK OPTION AND PERFORMANCE AWARD PLAN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENT
Stock Option and Performance Award Agreement • February 25th, 2016 • Kansas City Southern • Railroads, line-haul operating • Delaware

In no event, however, shall the number of Performance Shares earned for the [Performance Period] Performance Period exceed 200% of target.

KANSAS CITY SOUTHERN AND PERFORMANCE AWARD PLAN RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • February 25th, 2016 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, «Contractor», a non-employee consultant 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 2008 Stock Option and Performance Award 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.

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