EX-10.47.4






EXHIBIT 10.47.4




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”), awards and
sells to you, [Name], an employee of the Company or an Affiliate, 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 2008 Stock Option and Performance Award Plan, as may from time to time be amended
(the “Plan”), all of which are an integral part of this Agreement.



	 	 	 
	Grant Date

	 	[Date]
	Period of Restriction

	 	Beginning on the Grant Date and ending on [Month, Year]
	Number of Restricted Shares

	 	[No. of Shares]
	Purchase Price

	 	[Price]






     The Award evidenced by this Agreement shall not be effective until you have (i) made full
payment to the Company of the Purchase Price for the Restricted Shares, (ii) paid to the Company
such amount as may be requested by the Company, or otherwise made arrangements satisfactory to the
Company as determined by the Committee, to satisfy all tax withholding requirements, if any,
relating to your purchase of the Restricted Shares, and (iii) 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, within thirty (30) days after the Company’s
mailing of this Agreement to you. You should retain one copy of this Agreement for your records.



	 	 	 	 	 
	 	Kansas City Southern

 	 
	 	By:  	 	 
	 	 	Name and Title: 	 
	 	 	 	 
	 




ACCEPTED AND AGREED:



 

[Name of Grantee]

[Address]

[City, State, Zip]




Dated: ____________, 200_



 









 





EXHIBIT A

to

RESTRICTED SHARES 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. Transfer Restrictions. During the Period of Restriction, 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.



     3. Certificates. During the Period of Restriction, no certificates for the Restricted
Shares shall be issued to you; rather, the Restricted Shares shall be evidenced by certificates
held by or on behalf of the Company, in book-entry form or otherwise, as determined by the Company.



     4. Rights as Stockholder. During the Period of Restriction, you shall have all of the
rights of a stockholder of the Company with respect to the Restricted Shares.



     5. Lapse of Restrictions. The Period of Restriction shall lapse upon the earliest of
(a) the end of the Period of Restriction, (b) a Change of Control or (c) your Termination of
Affiliation for any reason other than for Cause.



     6. Forfeiture. In the event of your Termination of Affiliation for Cause, your
Restricted Shares are forfeited and you are deemed to have resold those Restricted Shares to the
Company. You must resell those forfeited Restricted Shares to the Company at a price equal to the
lesser of (i) the amount that you paid for the Restricted Shares or (ii) the value of the
Restricted Shares based on the Fair Market Value of a Share on the date of forfeiture.



     7. 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.



     8. Amendments. The Company reserves the right to amend the Plan at any time. The
Committee reserves the right to amend this Agreement at any time.



 









 





     9. Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of itsCorporate 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.



     10. 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.



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



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