EX-10.47.1







EXHIBIT 10.47.2




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 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 (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

	 	[Date]
	Period of Restriction

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

	 	[No. of Shares]






     The Award evidenced by this Agreement shall not be effective until 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, within ten (10) days
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: 	 
	 	 	 	 
	 



ACCEPTED AND AGREED:




                                                                     

[Name of Grantee]

[Address]

[City, State, Zip]




Dated:                     , 200_





 









 








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
Exhibit A.



     4. Certificates. You will receive certificates for the number of your Restricted
Shares with respect to which the restrictions have lapsed. 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 Other than Upon Retirement. The Restricted Shares will 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; or
	 
	 	(c)	 	Your Termination of Affiliation by reason of your Disability; or
	 
	 	(d)	 	A Change of Control.




2









 











     7. Lapse of Restrictions Upon Retirement. If, prior to the occurrence of any of the
events specified in paragraph 6 of this Exhibit A, you have a Termination of Affiliation by reason
of your Retirement, then upon your Termination of Affiliation by reason of your Retirement, for
every consecutive 12-month period of employment completed during the period beginning on the Grant
Date and ending on the date of your Termination of Affiliation by reason of your Retirement,
[insert fraction] of the number of your Restricted Shares will vest and no longer be subject to
restriction on the last business day of the month (a “vesting date”) in which the vesting event
occurs. If your Termination of Affiliation by reason of your Retirement occurs prior to any such
vesting date, then all of your Restricted Shares that are not vested upon your Termination of
Affiliation by reason of your Retirement will be forfeited. 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 specified in Committee rules, regulations or policies (which currently provide an
additional Retirement event of Termination of Affiliation after having attained age 65); provided,
however, you will not have a Termination of Affiliation by reason of your Retirement unless your
Termination of Affiliation occurs on or after the last business day of the month in which you first
satisfy the conditions for Retirement.



     8. 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 such Shares will no longer be subject to restrictions.
Any such Shares that are then vested under this paragraph 8 will not be forfeited under paragraph
9 of this Exhibit A.



     9. Forfeiture. Any Restricted Shares that pursuant to the provisions of this Award
Agreement do not become vested on or before your Termination of Affiliation will be forfeited upon
your Termination of Affiliation. All of your rights to and interest in any Restricted Shares that
are forfeited under this Agreement 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.



     10. Tax Withholding. 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, or as of any other date that a required tax withholding liability as described in
Article 17 of the Plan (“Required Withholding”) occurs, you must remit the minimum amount necessary
to satisfy the Required Withholding relating to such number of your Restricted Shares that would
not be so forfeited. The Committee may require you to satisfy the Required Withholding by any (or
a combination) of the following means: (i) a cash payment; (ii) withholding from compensation
otherwise payable to you; (iii) withholding from any of your Restricted Shares that are no longer
subject to forfeiture a number of Shares having a Fair Market Value less than or equal to the
minimum statutory amount of the Required Withholding; or (iv) delivering to the Company Shares
having a Fair Market Value less than or equal to the minimum statutory amount of the Required
Withholding. The Committee may, but is not required to, approve your irrevocable election made
prior to the time the Required Withholding liability occurs to have the Company withhold from your
Restricted Shares that will no longer be subject to forfeiture at the time the Required Withholding
liability occurs, a number of Shares having a Fair Market Value less than or equal to the minimum
statutory amount of the Required Withholding. If at the time the Required Withholding liability
occurs you are entitled to receive certificates for Shares under this Agreement, the Company will
not deliver your certificates



3









 




unless you remit (or in appropriate cases agree to remit) or otherwise provide for the Required
Withholding relating to your Shares as described above.




     11. 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.



     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
the Restricted Shares 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.



     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.




4