Kansas City Southern Sample Contracts

KANSAS CITY SOUTHERN
Kansas City Southern • February 26th, 2014 • Kansas City Southern • Railroads, line-haul operating • Delaware

This Option shall become exercisable in accordance with the schedule below, provided you remain continuously employed by the Company or an Affiliate 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.

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KANSAS CITY SOUTHERN RESTRICTED CASH AWARD AND PERFORMANCE CASH AWARD AGREEMENT
Kansas City Southern • February 3rd, 2023 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), grants to you, [First Name] [Middle Name] [Last Name], an employee of the Company or an Affiliate, (“you” or "Grantee"), (i) a restricted cash award in the amount set forth below, the “Restricted Cash Award”, and (ii) a performance cash award in the amount set forth below, which performance cash award, if vested based on the achievement level of the performance goals for the applicable Performance Period, is referred to as the "Performance Cash Award"; all subject to the terms and conditions set forth below and in the attached Exhibit A.

KANSAS CITY SOUTHERN NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE AWARD AGREEMENT
Kansas City Southern • February 23rd, 2015 • Kansas City Southern • Railroads, line-haul operating • Delaware

This Option shall become exercisable in accordance with the schedule below, provided you remain continuously employed by the Company or an Affiliate 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 INDUSTRIES, INC. 2008 STOCK OPTION AND PERFORMANCE AWARD PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Kansas City Southern • February 17th, 2009 • 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 an Affiliate from the Grant Date to such date the Option becomes exercisable. 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.

AND PERFORMANCE AWARD PLAN (As Amended and Restated Effective as of May 5, 2005) RESTRICTED SHARES AWARD AGREEMENT
Kansas City Southern • May 11th, 2005 • Kansas City Southern • Railroads, line-haul operating • Delaware

By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), awards to you, [Name], a Director 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 May 5, 2005), as may from time to time be amended (the “Plan”), all of which are an integral part of this Agreement.

KANSAS CITY SOUTHERN Underwriting Agreement
Kansas City Southern • December 6th, 2005 • Kansas City Southern • Railroads, line-haul operating • New York

Kansas City Southern, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of $210 million of shares (the “Shares”) of its 5 1/8% Cumulative Convertible Perpetual Preferred Stock, Series D liquidation preference $1,000 per share, which shall have the rights, powers and preferences set forth in the Certificate of Designation (the “Certificate of Designation”) of 5 1/8% Cumulative Convertible Perpetual Preferred Stock, a form of which is attached hereto as Exhibit A. The Shares are convertible into common stock, par value $0.01 per share (“Common Stock”) of the Company (the shares of Common Stock issuable upon conversion of the Shares together with any shares of Common Stock issued as dividend on the Shares, the “Conversion Shares”). The Conversion Shares will have attached thereto rights (the “Rights”). The Rights are

KANSAS CITY SOUTHERN (a Delaware corporation) 5,016,722 Shares of Common Stock PURCHASE AGREEMENT
Kansas City Southern • April 30th, 2010 • Kansas City Southern • Railroads, line-haul operating • New York

Kansas City Southern, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan Securities Inc. (“J.P. Morgan”) are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 752,508 additional shares of Common Stock to cover overallotme

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