AGREEMENT AND PLAN OF MERGER by and among CANADIAN PACIFIC RAILWAY LIMITED, CYGNUS MERGER SUB 1 CORPORATION, CYGNUS MERGER SUB 2 CORPORATION and KANSAS CITY SOUTHERN Dated as of March 21, 2021Merger Agreement • March 22nd, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 21, 2021 (this “Agreement”), by and among Canadian Pacific Railway Limited, a Canadian corporation (“Parent”), Cygnus Merger Sub 1 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Surviving Merger Sub”), Cygnus Merger Sub 2 Corporation, a Delaware corporation and a direct wholly owned subsidiary of Surviving Merger Sub (“First Merger Sub” and, together with Surviving Merger Sub, “Merger Subs”) and Kansas City Southern, a Delaware corporation (the “Company”).
STOCK OPTION AGREEMENT AND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTStock Option Agreement • March 22nd, 2021 • Canadian Pacific Railway LTD/Cn • Railroads, line-haul operating
This Stock Option Agreement and amendment to the Executive Employment Agreement dated July 23, 2016, as subsequently amended (the “Employment Agreement”), is entered into between Canadian Pacific Railway Limited (the “Corporation”) and the named Participant (the “Optionholder”) pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan (the “Plan”), a sub-plan under the Canadian Pacific Railway Limited Section 162(m) Incentive Plan (the “162(m) Plan”), and confirms that:
