EX-10.4






EXHIBIT 10.4




Non-US




KANSAS CITY SOUTHERN

2008 STOCK OPTION AND PERFORMANCE AWARD PLAN




NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AND PERFORMANCE SHARE

AWARD AGREEMENT




By this Agreement, Kansas City Southern, a Delaware corporation (the “Company”), grants to you,
[Name], an employee of the Company or an Affiliate, (“you”), (i) a non-qualified stock Option to
purchase the number of shares of the Company’s Common Stock set forth below, (ii) the number of
Restricted Shares set forth below, and (iii) the number of Performance Shares set forth below,
which Performance Shares represent a conditional right to receive a number of Shares determined by
the satisfaction of performance goals for the applicable Performance Period; all subject to the
terms and conditions set forth below and in the attached Exhibit A 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.



NON-QUALIFIED STOCK OPTION




	 	 	 
	Grant Date:

	 	[Date]
	Number of Options:

	 	[Number of options]
	Option Price:

	 	[Grant date FMV]






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.



	 	 	 
	Number of Options Exercisable	 	Date Exercisable
	[      ]
	 	February   , 2013

	[      ]
	 	February   , 2014

	[      ]
	 	February   , 2015







RESTRICTED SHARES




	 	 	 
	Grant Date:

	 	[Date]
	Number of Restricted Shares:

	 	[Number of shares]
	Period of Restriction/Vesting Date:

	 	February   , 2015






PERFORMANCE SHARES




	 	 	 
	Grant Date:
	 	[Date]

	Number of Performance Shares (at target):
	 	[Number of shares]

	3-Year Performance Period
	 	FY 2012-14

	Period of Restriction / Vesting Date:
	 	Later of: (i) February   , 2015,

or (ii) the date the Committee

certifies that the Performance

Goals for the FY 2012-14

Performance Period are (or are not)

satisfied.







The Award evidenced by this Agreement shall not be effective unless you have indicated your
acceptance of this Agreement by signing one copy of this Agreement in the space provided below and
returning it to the Corporate Secretary’s Office, in the envelope provided, promptly after your
receipt of this Agreement from the Company. You should retain one copy of this Agreement for your
records.




Kansas City Southern




By:

Name and Title:




ACCEPTANCE OF GRANTEE: (To be completed by grantee and returned to Corporate Secretary’s Office)



I understand that, by signing below, I hereby accept the above Award on the terms and
conditions set forth herein and in attached Exhibit A.



ACCEPTED AND AGREED:



	 	 	 
	 	 	Date:
	[Name of Grantee]

[Address]

[City, State, Zip]

	 	











1




EXHIBIT A

to

NON-QUALIFIED STOCK OPTION, RESTRICTED SHARE AWARD, AND

PERFORMANCE SHARE AWARD AGREEMENT




You received three Awards under this Agreement: an Award of Non-Qualified Stock Options, an
Award of Restricted Shares and an Award of Performance Shares. This Exhibit A consists of three
sections. The first section applies to your Award of Non-Qualified Stock Options. The second
section applies to your Award of Restricted Shares. The third section applies to your Award of
Performance Shares. The fourth section contains provisions that apply to all your three types of
Awards.



Non-Qualified Stock Option Award




1. Manner of Exercise. This Option shall be exercised by delivering to the Company
(or its authorized agent), during the period in which such Option is exercisable, (i) a notice,
which may be electronic, of your intent to purchase a specific number of Shares pursuant to this
Option (a “Notice of Exercise”), and (ii) full payment of the Option Price for such specific number
of Shares. Payment may be made by any one or more of the following means:




(a) cash, personal check, or wire transfer;




(b) if approved and permitted by the Committee, Shares owned by you with a Fair Market
Value on the date of exercise equal to the Option Price, which such Shares must be fully
paid, non-assessable, and free and clear from all liens and encumbrances;




(c) if approved and permitted by the Committee, through the sale of the Shares acquired
on exercise of this Option through a broker to whom you have submitted irrevocable
instructions to deliver promptly to the Company an amount sufficient to pay for such Shares,
together with, if required by the Company, the minimum statutory amount of federal, state,
local or foreign withholding taxes payable by reason of such exercise. A copy of such
delivery instructions must also be delivered to the Company by you with the Notice of
Exercise; or




(d) if approved and permitted by the Committee, with Restricted Shares owned by you
with a Fair Market Value on the date of exercise equal to the Option Price, in which case an
equal number of Shares delivered on exercise of the Option will carry the same restrictions
as the Restricted Shares tendered to pay the exercise price.



The exercise of the Option shall become effective at the time such a Notice of Exercise has
been received by the Company, which must be before the tenth (10th) anniversary of the Grant Date
(the “Expiration Date”), unless an earlier date is provided herein. You shall not have any rights
as a stockholder of the Company with respect to the Shares deliverable upon exercise of this Option
until ownership of such Shares is recorded in your name on the books of the Company



If the Option is exercised as permitted herein by any person or persons other than you, such
Notice of Exercise shall be accompanied by such documentation as Company may reasonably require,
including without limitation, evidence of the authority of such person or persons to exercise the
Option and evidence satisfactory to Company (if required by the Company) that any death taxes
payable with respect to such Shares have been paid or provided for.



2. Exercisability. This Option shall become exercisable upon the date(s) specified in
this Award Agreement, provided you remain continuously employed by the Company or an Affiliate from
the Grant Date to such date(s) the Option becomes exercisable. This Option shall also become fully
exercisable upon your Termination of Affiliation on account of: (a) Retirement, (b) death or (c)
Disability. For purpose of your Option, Retirement means “Retirement” as defined in the Plan
(Termination of Affiliation after having both attained age 55 and completed 10 years of service)
and as otherwise specified in Committee rules, regulations or policies (currently Termination of
Affiliation after having attained age 65).



3. Change of Control. This Option shall become fully exercisable upon a Change of
Control, provided you have not had a Termination of Affiliation prior to such Change of Control.



4. Exercise After Termination of Affiliation. This Option may be exercised only while
you are employed by the Company or an Affiliate, except that this Option may also be exercised
after the date on which you have a Termination of Affiliation (“Termination Date”) as follows:




(i) if you have a Termination of Affiliation by reason of your Retirement, you may
exercise this Option at any time during the first five (5) years after your Termination
Date;




(ii) if you have a Termination of Affiliation by reason of your Disability, you may
exercise this Option at any time during the first twelve (12) months after your Termination
Date;




(iii) if you have a Termination of Affiliation by reason of your death, the executor or
administrator of your estate, your heirs or legatees, or beneficiary designated in
accordance with the Plan, as applicable, may exercise this Option at any time during the
first twelve (12) months after your Termination Date; and




(iv) if you have a Termination of Affiliation for any reason other than as described in
subparagraph (i), (ii) or (iii) above, or as provided in paragraph 5, you may exercise this
Option at any time during the first three (3) months after your Termination Date;



provided, however, that (x) except as otherwise provided in paragraphs 2 or 3 of this Non-Qualified
Stock Option Award section, this Option may be exercised after your Termination Date only to the
extent it is exercisable on the Termination Date, and (y) under no circumstances may this Option be
exercised on or after the Expiration Date. For purposes of this paragraph 4, if you are employed
by an Affiliate of the Company, you will be deemed to have had a Termination of Affiliation as of
the first day on which such corporation ceases to be an Affiliate of the Company.



5. Affiliation with Competitor/Dismissal for Cause. Notwithstanding anything to the
contrary contained herein, if you have a Termination of Affiliation due to a dismissal for Cause,
or if you, without Company’s consent, become associated with, employed by, render service to, or
own any interest in (other than any non-substantial interest, as the Committee from time to time
determines) any business that is in competition with (i) the Company or (ii) any Related Company
(as defined below), this Option shall terminate and cease to be exercisable immediately upon such
event. For purposes of this paragraph, Related Company means (i) any individual or entity that
directly, or through one or more intermediaries, controls, or is controlled by, or is under common
control with, the Company, and (ii) any entity in which the Company owns, directly or indirectly,
twenty percent (20%) or more of the combined value of all equity interests.



6. Limited Transferability of Option. Except as provided in the immediately following
sentence, this Option is exercisable during your lifetime only by you or your guardian or legal
representative, and this Option is not transferable except by will or the laws of descent and
distribution. To the extent and in the manner permitted by the Committee, and subject to such
terms, conditions, restrictions or limitations as may be prescribed by the Committee, you may
transfer this Option to (i) your spouse, sibling, parent, child (including an adopted child) or
grandchild (any of which an “Immediate Family Member”); (ii) a trust, the primary beneficiaries of
which consist exclusively of you or your Immediate Family Members; or (iii) a corporation,
partnership or similar entity, the owners of which consist exclusively of you or your Immediate
Family Members.



7. Fractional or De Minimis Shares. The Option shall not be exercisable with respect
to a fractional share or with respect to fewer that ten (10) Shares, unless the remaining Shares
are fewer than ten (10).



8. Nonstatutory Option. This Option has been designated by the Committee as a
Nonstatutory Option; it does not qualify as an Incentive Stock Option.



Restricted Shares Award




1. Payment. The Restricted Shares are awarded to you without requirement of payment.



2. Transfer Restrictions. Until the restrictions lapse, the Restricted Shares may not
be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you, and
any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable; provided that the designation of a beneficiary pursuant to Article 14 of
the Plan shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. Certificates will be transferred to you only as provided in paragraph 3 of this
Restricted Shares Award section.



3. Record of Ownership. The number of your Restricted Shares with respect to which
the restrictions have lapsed will be released from restrictions on the books of the Company.
Delivery may be effected on an uncertificated basis, to the extent not prohibited by applicable law
or the rules of the New York Stock Exchange. To the extent the Shares are delivered in
uncertificated form, those Shares shall be deposited directly with Charles Schwab Trust Company, or
such other agent designated by the Company, and the Company may utilize electronic or automated
methods to transfer the Shares. Until the restrictions lapse, your Restricted Shares either will
be evidenced by certificates held by or on behalf of the Company (in which case you will sign and
deliver to the Company a stock power relating to the Restricted Shares so that the Company may
cancel the Restricted Shares in the event of forfeiture), or the Restricted Shares will be
reflected in a book-entry form or other account maintained by the Company, as determined by the
Company.



4. Rights as Stockholder. During the Period of Restriction you will have all of the
rights of a stockholder of the Company with respect to the Restricted Shares subject to the
provisions of paragraph 2 of this Restricted Shares Award section.



5. Lapse of Restrictions Other than Upon Retirement. The Restricted Shares will vest
and no longer be subject to restrictions upon the first of the following events to occur:



(a) The end of the Period of Restriction, provided your Termination of Affiliation does not
occur prior to that date; or



(b) Your Termination of Affiliation by reason of your death;




(c) Your Termination of Affiliation by reason of your Disability; or



(d) A Change of Control.



6. Nonforfeitability of Shares Upon Retirement. Notwithstanding any provision in this
Agreement to the contrary, if you satisfy the conditions for Retirement prior to the expiration of
the Period of Restriction, then your Restricted Shares will become non-forfeitable in accordance
with (a), (b) or (c) below, as applicable:




(a) If you first satisfy the conditions for Retirement on or before February   , 2013,
then (i) one-third (1/3) of your Restricted Shares will become non-forfeitable on February
     , 2013 provided you have not incurred a Termination of Affiliation before such date; (ii)
an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on
February   , 2014 provided you have not incurred a Termination of Affiliation before such
date; and (iii) the final one-third (1/3) of your Restricted Shares will become
non-forfeitable on February   , 2015 provided you have not incurred a Termination of
Affiliation before such date.




(b) If you first satisfy the conditions for Retirement after February   , 2013 but on
or before February   , 2014, then (i) one-third (1/3) of your Restricted Shares will become
non-forfeitable on the last day of the month during which you first satisfy the conditions
for Retirement provided you have not incurred a Termination of Affiliation before such date;
(ii) an additional one-third (1/3) of your Restricted Shares will become non-forfeitable on
February   , 2014 provided you have not incurred a Termination of Affiliation before such
date; and (iii) the final one-third (1/3) of your Restricted Shares will become
non-forfeitable on February   , 2015 provided you have not incurred a Termination of
Affiliation before such date; and




(c) If you first satisfy the conditions for Retirement after February   , 2014 but on
or before February   , 2015, then (i) two-thirds (2/3) of your Restricted Shares will become
non-forfeitable on the last day of the month during which you first satisfy the conditions
for Retirement provided you have not incurred a Termination of Affiliation before such date;
and (ii) the final one-third (1/3) of your Restricted Shares will become non-forfeitable on
February   , 2015 provided you have not incurred a Termination of Affiliation before such
date.



Although certain of your Restricted Shares may become non-forfeitable as set forth above prior
to the expiration of the Period of Restriction, such Shares shall remain subject to the
restrictions on transfer set forth in paragraph 2 of this Restricted Shares Award section until the
earlier of your Termination of Affiliation or the expiration of the Period of Restriction. For
purposes of the foregoing, you will satisfy the conditions for “Retirement” only if you have
attained age 55 and completed 10 years of service, or you have attained age 65, prior to your
Termination of Affiliation.



7. Acceleration of Vesting. The Committee may at any time or times in its discretion
accelerate the vesting of some or all of your Restricted Shares by specifying a date, other than
what is provided in this Agreement, on which the Period of Restriction ends and such Shares will no
longer be subject to restrictions. Any such Shares that become vested under this paragraph 7 will
not be forfeited under paragraph 8 of this Restricted Shares Award section.



8. Forfeiture. If you have a Termination of Affiliation prior to any of the events
specified in paragraphs 5, 6 or 7 of this Restricted Shares Award section, then you will forfeit
your Restricted Shares that are not vested upon such Termination of Affiliation. All of your
rights to and interest in any Restricted Shares that are forfeited under this paragraph 9 will
terminate upon forfeiture.



Performance Shares Award




1. Payment. The Performance Shares are awarded to you without requirement of payment
by you.



2. Transfer Restrictions. The Performance Shares are rights that may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by you, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void
and unenforceable; provided that the designation of a beneficiary pursuant to Article 14 of the
Plan shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.



3. Number of Shares Earned. Your Award of Performance Shares specifies a number of
Performance Shares awarded with respect to the FY 2012-14 Performance Period. The number of
Performance Shares designated for the FY 2012-14 Performance Period represents a target number of
Shares to be earned if the Company performance goals (the “Performance Goals”) are met for the FY
2012-14 Performance Period. As of the last day of the FY 2012-14 Performance Period, the Committee
will determine, in accordance with the Schedule of Performance Goals below (the “Performance
Schedule”), the number of Shares, if any, earned by you. The earned Shares will be paid as
provided in paragraph 7 of this Performance Shares Award section subject to satisfaction of the
vesting requirements and forfeiture provisions of paragraph 4 and paragraph 10 of this Performance
Shares Award section.



4. Vesting. The number of Shares earned as determined under the Performance Schedule
will be paid to you only if you become vested in the Shares. You will become vested in the Shares
on the Vesting Date provided you do not have a Termination of Affiliation prior to the Vesting Date
except as otherwise provided in paragraph 5 and paragraph 6 of this Performance Shares Award
section, and subject to any other forfeiture of Shares under paragraph 10 of this Performance
Shares Award section. If you have a Termination of Affiliation prior to the Vesting Date, then
except as provided in paragraph 5 and paragraph 6 of this Performance Shares Award section, you
will forfeit all Performance Shares, and will have no right to earn or receive payment of any
Shares under this Agreement.



5. Termination of Affiliation Due to Retirement. If you have a Termination of
Affiliation prior to the Vesting Date due to Retirement, a portion of your Performance Shares will
be forfeited and you will have no right to earn or receive payment of any Shares with respect to
such forfeited portion. The forfeited portion shall be equal to your Performance Shares times a
fraction, the numerator of which is the total number of remaining whole months in the FY 2012-14
Performance Period and the denominator of which is 36 months. The portion of your Performance
Shares not forfeited pursuant to the foregoing shall be earned based on the applicable performance
percentage determined in accordance with the Performance Schedule and shall be paid as provided in
paragraph 7 of this Performance Shares Award. For purposes of your Performance Share Award,
Retirement means “Retirement” as defined in the Plan (Termination of Affiliation after having both
attained age 55 and completed 10 years of service) and as otherwise specified in Committee rules,
regulations or policies (currently Termination of Affiliation after having attained age 65).



6. Termination of Affiliation Due to Change in Control, Death or Disability. If you
have a Termination of Affiliation prior to the Vesting Date due to a Change in Control or due to
your death or Disability, then upon such Termination of Affiliation, you will be deemed to have
earned a number of Shares determined under the Performance Schedule as if the Performance Goals
were at Target.



7. Payment of Shares. Except as provided in the following sentence, the Shares, if
any, earned by you under this Agreement, and not forfeited under this Agreement, will be delivered
to you, or your beneficiary if you are deceased, for the number of Shares earned as soon as
practicable after the latest to occur of (a) the Vesting Date, or (b) the determination of the
number of all Shares, if any, earned by you under this Agreement with respect to the FY 2012-14
Performance Period. Notwithstanding the preceding sentence, in the event of vesting prior to the
Vesting Date under the provisions of paragraph 6 of this Performance Shares Award section, then the
Shares, if any, earned by you will be delivered to you or your beneficiary as soon as practicable
after your Termination of Affiliation. Delivery of Shares may be effected on an uncertificated
basis, to the extent not prohibited by applicable law or the rules of the New York Stock Exchange.
To the extent the Shares are delivered in uncertificated form, your Shares shall be deposited
directly with Charles Schwab Trust Company, or such other agent designated by the Company, and the
Company may utilize electronic or automated methods to transfer the Shares.



8. Rights as Stockholder. Prior to the time you receive a payment of Shares under
this Agreement, you will have no rights of a stockholder of the Company with respect to your
Performance Shares or any Shares which may be or have been earned by you. Accordingly, with
respect to the Performance Shares or any unearned or earned but unpaid Shares, in addition to the
restrictions under paragraph 2 of this Performance Shares Award section, you will not have the
right to vote, you will not receive or be entitled to receive cash or non-cash dividends, and you
will not have any other beneficial rights as a shareholder of the Company.



9. Acceleration of Vesting Date. The Committee may at any time or times in its
discretion accelerate the Vesting Date. The Committee will accelerate the Vesting Date by
specifying an earlier Vesting Date. Acceleration of the Vesting Date under this paragraph 9 will
not result in an earlier payment of any Shares.



10. Additional Forfeiture Provision and Repayment Obligation. Notwithstanding any
provisions of this Agreement to the contrary, if the Committee determines that you have engaged in
Gross Misconduct as defined in this paragraph 10, then: (a) you will immediately forfeit all
Performance Shares awarded to you, and all earned or unearned Shares, for the FY 2012-14
Performance Period under this Agreement, and you will have no right to receive payment of any
Shares under this Agreement and (b) you will repay to the Company a number of Shares, or a dollar
amount equal to the current Fair Market Value of a number of Shares, equal to the number of Shares
previously paid to you under this Agreement. For purposes of this paragraph 10, Gross Misconduct
means intentional conduct in disregard of the Company’s expectations of someone in your position
with the Company that has caused significant financial harm to the Company, whether occurring
before or after your Termination of Affiliation.



Provisions Applicable to Your Non-Qualified Stock Option Award, Restricted Shares Award and

Performance Share Award




1. Plan Governs. The Non-Qualified Stock Option Award, Restricted Shares Award and
Performance Share Award and this Agreement are subject to the terms and conditions of the Plan.
The Plan is incorporated in this Agreement by this reference. All capitalized terms used in this
Agreement have the meaning set forth in the Plan unless otherwise defined in this Agreement. By
executing this Agreement, you acknowledge receipt of a copy of the Plan and the prospectus covering
the Plan and you acknowledge that the Award is subject to all the terms and provisions of the Plan.
You further agree to accept as binding, conclusive and final all decisions and interpretations by
the Plan Committee with respect to any questions arising under the Plan. By signing this Agreement
with respect to your Non-Qualified Stock Option Award, you are not obligated to exercise all or any
part of this Option or any other Option.



2. Tax Withholding. As of any date that a required tax withholding liability
(“Required Withholding”) occurs, you must remit the minimum amount necessary to satisfy the
Required Withholding. The Company will not deliver Shares to you or release the restrictions on
Shares under this Agreement unless you remit (or in appropriate cases agree to remit) or otherwise
provide for the Required Withholding as described below. In the event the Required Withholding is
not equal to the number of whole Shares used to satisfy such Required Withholding as provided
below, you will be required to pay the additional amount in cash, either by a cash payment or by
withholding from compensation otherwise payable to you.




(a) With respect to your Non-Qualified Stock Option Award, the Committee may require
you to satisfy the Required Withholding by any (or a combination) of the following means:
(a) a cash payment; (b) withholding from compensation otherwise payable to you; (c)
withholding from any of your Restricted Shares that are no longer subject to forfeiture,
from Shares purchased upon exercise of an Option, or from any Shares payable to you a number
of Shares sufficient to pay the minimum statutory amount of the Required Withholding; or (d)
delivering to the Company Mature Shares having a Fair Market Value sufficient to pay the
minimum statutory amount of the Required Withholding. The Committee may give you the
opportunity to elect to satisfy such Required Withholding in one or more of the above
methods. If this election is extended to you, the Committee hereby accepts your irrevocable
election made prior to the time the Required Withholding liability occurs. The Company
retains the discretion to require a specific method of withholding and may exercise such
discretion at any time prior to the Required Withholding or, if applicable, the earlier date
of your irrevocable election.




(b) With respect to your Restricted Shares Award and Performance Share Award, the
Committee may require you to satisfy the Required Withholding by either (or a combination)
of the following means: (a) a cash payment, or (b) withholding from your Restricted Shares
or Performance Shares that are no longer subject to forfeiture a number of whole Shares
sufficient to pay the minimum statutory amount of the Required Withholding. The Committee
may give you the opportunity to elect to satisfy such Required Withholding in one or both of
the above methods. If this election is extended to you, the Committee hereby accepts your
irrevocable election made prior to the time the Required Withholding liability occurs. The
Company retains the discretion to require a specific method of withholding and may exercise
such discretion at any time prior to the Required Withholding or, if applicable, the earlier
date of your irrevocable election.



3. No Right to Employment. Nothing in this Agreement shall interfere with or limit in
any way the right of the Company or an Affiliate to terminate your employment or service at any
time, nor confer upon you the right to continue in the employ of the Company or an Affiliate.



4. Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Corporate Secretary. Any notice to be given to
you shall be addressed to you at the address listed in the Company’s records. By written notice
referencing this paragraph of this Agreement, either party may designate a different address for
notices. Any notice under this Agreement to the Company shall become effective upon receipt by the
Company. Any notice under this Agreement to you will be deemed to have been delivered to you when
delivered in person or when deposited in the United States mail, addressed to you at your address
on the shareholder records of the Company, or such other address as you have designated under this
paragraph.



5. Tax Consultation. Your signature on this Agreement means that you understand that
you may incur tax consequences as of any date that a number (which may be all or part) of your
Restricted Shares or Performance Shares would no longer be forfeited if you were to have a
Termination of Affiliation on such date, and that special tax rules apply with respect to your
Non-Qualified Stock Option. You agree to consult with any tax consultants you think advisable in
connection with tax issues regarding your Non-Qualified Stock Option Award, Restricted Shares Award
and Performance Share Award and you acknowledge that you are not relying, and will not rely, on the
Company or any Affiliate for any tax advice. Please see Section 17.2 of the Plan regarding Code
Section 83(b) elections with respect to your Restricted Shares.



6. Amendment. The Company reserves the right to amend the Plan at any time. The
Committee reserves the right to amend this Agreement at any time.



7. Severability. If any part of this Agreement is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve
to invalidate any part of this Agreement not declared to be unlawful or invalid. Any part so
declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the
terms of such part to the fullest extent possible while remaining lawful and valid.



8. Applicable Law. This Agreement shall be governed by the laws of the State of
Delaware other than its laws respecting choice of law.



9. Headings. Headings are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



10. No Waiver. The failure of Company in any instance to exercise any of its rights
granted under this Agreement or the Plan shall not constitute a waiver of any other rights that may
arise under this Agreement.



11. Right of Recovery. Notwithstanding any provisions of this Agreement to the
contrary, the Company may recover from you any amount paid or payable pursuant to this Agreement
which is required to be recovered under the rules of any exchange on which the Company’s Shares are
registered and any amount the Committee determines is appropriate under the Company’s policies
regarding recovery of incentive compensation, as such policies may be effect from time to time.



2



Schedule of Performance Goals for Performance Shares




	 	 	 	 	 	 	 	 	 
	 	 	Return on Invested	 	 	 	 
	 	 	Capital	 	 	 	 
	FY 2012-14	 	(ROIC)1	 	Operating Ratio (OR)2	 	Earned Percentage
	Performance Level	 	(75% Weighting)	 	(25% Weighting)	 	of Incentive Target
	2012	 	 	 	 	 	 	 	 
	Threshold

	 	[      ]
	 	[      ]
	 	 	50	%
	Target

	 	[      ]
	 	[      ]
	 	 	100	%
	Maximum

	 	[      ]
	 	[      ]
	 	 	200	%






	 	 	 	 	 	 	 	 	 
	2013	 	 	 	 	 	 	 	 
	Threshold

	 	[      ]
	 	[      ]
	 	 	50	%
	Target

	 	[      ]
	 	[      ]
	 	 	100	%
	Maximum

	 	[      ]
	 	[      ]
	 	 	200	%
	2014

	 	

	 	

	 	


	 

	 	

	 	

	 	


	Threshold

	 	[      ]
	 	[      ]
	 	 	50	%
	Target

	 	[      ]
	 	[      ]
	 	 	100	%
	Maximum

	 	[      ]
	 	[      ]
	 	 	200	%






The number of Shares earned for the FY 2012-14 Performance Period will be determined by calculating
the average of the earned percentage for each fiscal year, and then multiplying such average
earned percentage times the number of Performance Shares subject to this Award Agreement. To
determine the “earned percentage” for a fiscal year, the Committee will compare the Company’s
actual performance for the fiscal year to the Performance Goals for such fiscal year as set forth
in the above schedule. If the calculated percentage is between Threshold and Maximum for any
fiscal year, then the earned percentage will be prorated. If the calculated percentage is below
Threshold, then the earned percentage for the fiscal year will be 0%. If the calculated percentage
is above Maximum, then the earned percentage will be 200%. For purposes of the foregoing, any
fractional Share earned with respect to the FY 2012-14 Performance Period shall be rounded down to
the nearest whole Share.




	1	 	ROIC is defined as the quotient of the
Company’s net operating profit after taxes (“NOPAT”) for the applicable
performance period divided by the Company’s invested capital where (i) NOPAT is
the sum of the Company’s net income plus interest expense, interest on the
present value of the Company’s operating leases, and debt retirement costs (all
preceding items tax effected), with further adjustments to eliminate the
after-tax effects of any foreign exchange gains/losses, the foreign exchange
impact on the company’s Effective Tax Rate (“ETR”) and changes in accounting
principles, and (ii) invested capital is the sum of the Company’s average
equity balance, average debt balance and the present value of the Company’s
operating leases, with further adjustments to eliminate the average equity
impacts of changes in accounting principles.






	2	 	OR is defined as the Company’s consolidated
operating ratio.






3