Exhibit 10.1
DST SYSTEMS, INC. 2005 Equity Incentive Plan
(formerly the "1995 Stock Option and Performance Award Plan" (the "1995 Plan"))
SECTION 1.
EFFECTIVE DATE, PURPOSE AND DURATION
1.1
EFFECTIVE DATE OF THE PLAN.
DST SYSTEMS, INC., A DELAWARE
CORPORATION (THE "COMPANY"), HEREBY AMENDS AND RESTATES THE DST SYSTEMS, INC.
2005 EQUITY INCENTIVE PLAN (THE "PLAN").
THE PLAN WAS APPROVED BY THE BOARD ON
FEBRUARY 23, 2010, AND GENERALLY IS EFFECTIVE MAY 11, 2010 (THE "EFFECTIVE
DATE"), SUBJECT TO APPROVAL BY THE COMPANY'S STOCKHOLDERS.
1.2
PURPOSES OF THE PLAN.
THE PLAN IS INTENDED TO GENERATE AN
INCREASED INCENTIVE FOR ELIGIBLE EMPLOYEES AND CONSULTANTS OF THE COMPANY, ITS
SUBSIDIARIES AND JOINT VENTURES, TO CONTRIBUTE TO THE COMPANY'S FUTURE SUCCESS,
TO SECURE FOR THE COMPANY AND ITS STOCKHOLDERS THE BENEFITS INHERENT IN EQUITY
OWNERSHIP BY EMPLOYEES OF THE COMPANY, ITS SUBSIDIARIES AND JOINT VENTURES, AND
TO ENHANCE THE ABILITY OF THE COMPANY, AND ITS SUBSIDIARIES AND JOINT VENTURES,
TO ATTRACT AND RETAIN EXCEPTIONALLY QUALIFIED EMPLOYEES UPON WHOM, IN LARGE
MEASURE, THE SUSTAINED PROGRESS, GROWTH AND PROFITABILITY OF THE COMPANY
DEPEND.
BY ENCOURAGING EMPLOYEES OF THE COMPANY AND ITS AFFILIATES TO ACQUIRE A
PROPRIETARY INTEREST IN THE COMPANY'S GROWTH AND PERFORMANCE, THROUGH BOTH CASH
AND STOCK AWARDS, THE COMPANY INTENDS TO MORE CLOSELY ALIGN THE INTERESTS OF THE
COMPANY'S EMPLOYEES, MANAGEMENT AND STOCKHOLDERS, AND MOTIVATE EMPLOYEES TO
ENHANCE THE VALUE OF THE COMPANY FOR THE BENEFIT OF ALL STOCKHOLDERS.
1.3
DURATION OF THE PLAN.
THE PLAN, AS AMENDED AND RESTATED HEREIN,
SHALL APPLY AS OF THE EFFECTIVE DATE AND SHALL REMAIN IN EFFECT, SUBJECT TO THE
RIGHT OF THE BOARD TO AMEND OR TERMINATE THE PLAN AT ANY TIME, UNTIL THE EARLIER
OF MAY 9, 2015, OR THE DATE ON WHICH ALL SHARES SUBJECT TO THE PLAN SHALL HAVE
BEEN DELIVERED AND THE RESTRICTIONS ON ALL RESTRICTED STOCK GRANTED UNDER THE
PLAN SHALL HAVE LAPSED, ACCORDING TO THE PLAN'S PROVISIONS.
THE AMENDMENT AND
RESTATEMENT OF THE PLAN SHALL NOT, UNLESS OTHERWISE EXPRESSLY PROVIDED,
ADVERSELY AFFECT ANY AWARDS OUTSTANDING ON THE EFFECTIVE DATE.
THE TERMINATION
OR EXPIRATION OF THE PLAN SHALL NOT ADVERSELY AFFECT ANY AWARDS OUTSTANDING ON
THE DATE OF TERMINATION OR EXPIRATION.
SECTION 2.
DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth
below:
2.1
"AFFILIATE" MEANS ANY PERSON THAT DIRECTLY, OR THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH,
THE COMPANY.
2.2
"ANNUAL INCENTIVE AWARD" MEANS AN AWARD RELATING TO A POTENTIAL
PERFORMANCE BONUS OPPORTUNITY DETERMINED UNDER SECTION 12.
2.3
"AWARD" MEANS ANY OPTION, STOCK APPRECIATION RIGHT, PERFORMANCE
UNIT, RESTRICTED STOCK, SHARES, RESTRICTED STOCK UNIT, DEFERRED STOCK, ANNUAL
INCENTIVE AWARD, SERVICE AWARD, SUBSTITUTE AWARD, OR DIVIDEND EQUIVALENT.
2.4
"AWARD AGREEMENT" MEANS THE WRITTEN AGREEMENT WHICH EVIDENCES AN
AWARD AND SETS FORTH SUCH APPLICABLE TERMS, CONDITIONS AND LIMITATIONS AS THE
COMMITTEE ESTABLISHES FOR THE AWARD.
2.5
"BENEFICIARY" OR "BENEFICIARIES" MEANS THE PERSON DESIGNATED TO
RECEIVE PLAN BENEFITS, IF ANY, FOLLOWING THE GRANTEE'S OR PERMITTED TRANSFEREE'S
DEATH IN