AGREEMENT AND PLAN OF MERGER by and among CANADIAN NATIONAL RAILWAY COMPANY, BROOKLYN MERGER SUB, INC. and KANSAS CITY SOUTHERN Dated as of May 21, 2021Agreement and Plan of Merger • May 21st, 2021 • Kansas City Southern • Railroads, line-haul operating • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 21, 2021 (this “Agreement”), by and among Canadian National Railway Company, a Canadian corporation (“Parent”), Brooklyn Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Kansas City Southern, a Delaware corporation (the “Company”).
Re: Retention Bonus Dear [EMPLOYEE]:Retention Bonus • May 21st, 2021 • Kansas City Southern • Railroads, line-haul operating
As you know, Kansas City Southern (the “Company”) has agreed to merge with Canadian National Railway Company (the “Merger”). Reference is made to the Agreement and Plan of Merger, by and among Canadian National Railway Company (“Parent”), Brooklyn Merger Sub, Inc., and the Company, dated as of May 21, 2021 (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them as set forth in the Merger Agreement. Because your leadership is very important to the successful execution of our strategic plans, the Company is prepared to offer you the incentive arrangement described below to ensure that the Company will have the benefit of your continued employment and your strong commitment to the Company.
AMENDMENT TO SEVERANCE AGREEMENTSeverance Agreement • May 21st, 2021 • Kansas City Southern • Railroads, line-haul operating • Missouri
This Amendment (this “Amendment”) is entered into as of May 21, 2021 (“Effective Date”), by and between The Kansas City Southern Railway Company (the “Company”) and [EXECUTIVE NAME] (“Executive”).
