EX-10.1






KANSAS CITY SOUTHERN

2008 STOCK OPTION

AND PERFORMANCE AWARD PLAN




RESTRICTED SHARES 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”), 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 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.



	 	 	 
	Grant Date:

Number of Restricted Shares:

Base Period:

	 	[Date]

[Number of shares]

[Dates of base period]






Restricted Shares shall vest and shall no longer be subject to restrictions upon the satisfaction
of annual or cumulative target earnings-per-Share goals, as set forth below.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	ANNUAL TARGETS	 	CUMULATIVE TARGETS
	Performance Period	 	Earnings Per Share	 	Portion of	 	Earnings Per Share	 	Portion of
	 	 	 	 	 	 	 	 	Restricted Shares	 	 	 	 	 	Restricted Shares
	 	 	 	 	 	 	 	 	That Vest	 	 	 	 	 	That Vest






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]



—
—


GRANTEE SECTION — To be completed by grantee and returned to Corporate Secretary’s Office.



As described in the attached Exhibit A, you may make your tax payment with respect to your
Restricted Shares award by check or by share withholding. If you decide to make your payment by
check, you will need to provide a check for the full payment on the tax liability date. If you
decide to make your payment by share withholding, the Company will withhold the necessary number of
shares to pay the tax withholding from the Restricted Shares when they vest. Whole shares only
will be withheld, having a value on the vesting date not greater than the tax payment due. You
will need to provide a check for any remaining amount of the tax payment due. The Corporate
Secretary’s office will notify you of the amount due and the date by which payment will be
required. Checks must be made payable to “Kansas City Southern.”



Please indicate below how you will make your tax withholding payment with respect to your
Restricted Shares and return this form to the Corporate Secretary’s office. Please note that your
election is irrevocable.



I irrevocably elect to pay the tax withholding on the above referenced Restricted Shares by
(choose only one):




Check, or




Share Withholding (whole shares only; a check will need to be provided for any amount due
in excess of the value of the withheld shares.)



I further 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:



[Name of Grantee]


[Address]


[City, State, Zip]



Dated:



EXHIBIT A

to

RESTRICTED SHARES AWARD AGREEMENT




1. Plan Governs. The 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.



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



3. 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 4 of this
Restricted Shares Award section.



4. 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.



5. 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 3 of this Exhibit A.



6. Lapse of Restrictions for Reasons Other than Attainment of Performance Targets.
The Restricted Shares will vest, to the extent not previously vested under paragraph 7 of this
Exhibit, and no longer be subject to restrictions upon the first of the following events to occur:



(a) Your Termination of Affiliation by reason of your death; or



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



(c) A Change of Control.



7. Performance Based Lapse of Restrictions. Notwithstanding paragraph 6 of this
Exhibit A, a portion of the Restricted Shares as set forth in the Award Agreement shall vest and no
longer be subject to restrictions if the earnings-per-Share for any applicable twelve-month
performance period or cumulative performance period as set forth in the Award Agreement is greater
than or equal to the target earnings-per-Share goal set forth in the Award Agreement for such
twelve-month performance period or cumulative performance period, but only if you remain
continuously employed by the Company or an Affiliate from the Grant Date to the end of such
twelve-month performance period or cumulative performance period, as applicable, and subject to the
condition that the applicable performance measures are certified by the Committee for the relevant
performance period.



For this purpose, earnings-per-Share means basic earnings per common share for a twelve-month
performance period or cumulative performance period, which is computed by dividing income available
to common stockholders for the twelve-month performance period or cumulative performance period by
the weighted average number of common shares outstanding for the period. Earnings-per-Share will
be calculated for a twelve-month performance period or cumulative performance period based upon the
accounting principles used by the Company in the normal course, but such earnings-per-Share shall
be adjusted by the Committee in accordance with applicable accounting principles for purposes of
this Agreement to exclude the impact of discontinued operations, extraordinary gains or losses, the
cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and
any unusual, nonrecurring gain or loss. Determination by the Committee or its designee shall be
final and conclusive on all parties, but shall be based on relevant objective information or
financial data.



8. Forfeiture. If you have a Termination of Affiliation prior to any of the
vesting events specified in paragraph 6 or 7 of this Exhibit A, then you will forfeit all of your
Restricted Shares upon such Termination of Affiliation. In the absence of an event specified in
paragraph 6, you will forfeit that number of your Restricted Shares that have not become fully
vested under paragraph 7. All of your rights to and interest in any Restricted Shares that are
forfeited under this paragraph 8 will terminate upon forfeiture. You agree to immediately repay to
the Company all dividends, if any, paid in cash or in stock with respect to your forfeited
Restricted Shares.



9. 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. 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 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. In the event the Required Withholding is not equal to the number of whole
Shares used to satisfy such Required Withholding as provided above, 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.



10. 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.



11. Right of Recovery. Notwithstanding the provisions of paragraphs 6 and 7 of this
Exhibit A or any other provisions of this Restricted Shares Award Agreement to the contrary, the
Company may recover from you any amount 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
in effect from time to time.



12. 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.



13. 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 would no longer be forfeited if you were to have a Termination of Affiliation on
such date. You agree to consult with any tax consultants you think advisable in connection with
tax issues regarding your Restricted Shares 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.



14. 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.



15. 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.



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



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



18. 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.