Ex. 10.1
JANUS CAPITAL GROUP INC.
1998 Long Term Incentive Stock Plan
(as amended and restated effective as of May 12, 2004)
Table of Contents
Article
Page
1. History, Effective Date, Objectives and Duration
1
2. Definitions
1
3. Administration
9
4. Shares Subject to the Plan and Maximum Awards
11
5. Eligibility and General Conditions of Awards
12
6. Stock Options
16
7. Stock Appreciation Rights and Limited Stock Appreciation Rights
18
8. Restricted Shares
20
9. Performance Units and Performance Shares
21
10. Bonus Shares
22
11. Beneficiary Designation
22
12. Deferrals
22
13. Rights of Employees/Directors/Consultants
23
14. Change of Control
23
15. Amendment, Modification, and Termination
24
16. Withholding
25
17. Successors
26
18. Additional Provisions
26
Janus Capital Group Inc.
1998 Long Term Incentive Stock Plan
(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 12, 2004)
ARTICLE 1.
HISTORY, EFFECTIVE DATE, OBJECTIVES AND DURATION
1.1
HISTORY.
JANUS CAPITAL GROUP INC., A DELAWARE CORPORATION
(THE "COMPANY"), HAS ESTABLISHED THE JANUS CAPITAL GROUP INC. 1998 LONG TERM
INCENTIVE STOCK PLAN, AS SET FORTH HEREIN, AND AS THE SAME MAY BE AMENDED FROM
TIME TO TIME (THE "PLAN").
THE PLAN WAS ORIGINALLY ADOPTED BY THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD") AND APPROVED BY THE SOLE STOCKHOLDER OF
THE COMPANY, KANSAS CITY SOUTHERN INDUSTRIES, INC. ("KCSI") AND BY THE
STOCKHOLDERS OF KCSI ON JULY 15, 1998, TO BE EFFECTIVE AS OF JUNE 1, 1998 (THE
"EFFECTIVE DATE").
EFFECTIVE AUGUST 11, 1999, SECTION 2.14 OF THE PLAN WAS
AMENDED AND THE PLAN WAS RENAMED; EFFECTIVE JUNE 15, 2000, SECTIONS 2.51, 5.7
AND 15.1 WERE AMENDED; EFFECTIVE JANUARY 18, 2001, SECTIONS 2.42, 2.51 AND
5.6(D) WERE AMENDED; EFFECTIVE MAY 9, 2001, SECTION 5.6(D) WAS AMENDED;
EFFECTIVE MARCH 12, 2003, SECTIONS 1.1 AND 18.7 WERE AMENDED; AND EFFECTIVE MAY
12, 2004, SECTIONS 2.2, 2.5, 2.6, 2.16, 2.34, 2.42, 2.50, 3.1, 4.1, 8.3, 8.4,
8.5 AND 13.3 WERE AMENDED.
EACH SUCH TIME THE PLAN WAS AMENDED, THE PLAN HAS
BEEN RESTATED AS SO AMENDED, AS SET FORTH HEREIN.
1.2
OBJECTIVES OF THE PLAN.
THE PLAN IS INTENDED TO ALLOW
EMPLOYEES, DIRECTORS AND CONSULTANTS OF THE COMPANY AND ITS SUBSIDIARIES TO
ACQUIRE OR INCREASE EQUITY OWNERSHIP IN THE COMPANY, THEREBY STRENGTHENING THEIR
COMMITMENT TO THE SUCCESS OF THE COMPANY AND STIMULATING THEIR EFFORTS ON BEHALF
OF THE COMPANY, AND TO ASSIST THE COMPANY AND ITS SUBSIDIARIES IN ATTRACTING NEW
EMPLOYEES, DIRECTORS AND CONSULTANTS AND RETAINING EXISTING EMPLOYEES, DIRECTORS
AND CONSULTANTS. THE PLAN ALSO IS INTENDED TO OPTIMIZE THE PROFITABILITY AND
GROWTH OF THE COMPANY THROUGH INCENTIVES WHICH ARE CONSISTENT WITH THE COMPANY'S
GOALS; TO PROVIDE EMPLOYEES, DIRECTORS AND CONSULTANTS WITH AN INCENTIVE FOR
EXCELLENCE IN INDIVIDUAL PERFORMANCE; AND TO PROMOTE TEAMWORK AMONG EMPLOYEES,
DIRECTORS AND CONSULTANTS.
1.3
DURATION OF THE PLAN.
THE PLAN SHALL COMMENCE ON THE
EFFECTIVE DATE AND SHALL REMAIN IN EFFECT, SUBJECT TO THE RIGHT OF THE BOARD TO
AMEND OR TERMINATE THE PLAN AT ANY TIME PURSUANT TO ARTICLE 15 HEREOF, UNTIL ALL
SHARES SUBJECT