KANSAS CITY SOUTHERN
Other Compensatory Plans that Provide Benefits on Retirement or Termination of Employment
Described below are the portions of our compensation plans in which the accounts of NEOs become vested as a result of
(a) their retirement, death, disability or termination of employment, (b) a change in control of us, or (c) a change in the NEOs responsibilities following a change in control.
KCS 401(k) Plan. Participants, including our NEOs, are fully vested in their accounts under the KCS 401(k)
Plan, other than their matching contributions. Subject to certain exceptions, Company matching contributions vest as follows: 20% vesting after two years of service, 40% after three years of service, 60% after four years of service
and 100% after five years of service. Vesting is accelerated in the case of retirement at age 65, death or disability or upon a change in control of us (as defined in the KCS 401(k) Plan). Distribution of benefits under the KCS 401(k) Plan
will be made in connection with a participants death, disability, retirement or other termination of employment. Subject to certain restrictions, a participant may elect whether payment of his or her benefits will be in a lump sum or
installments. Benefits are normally paid in cash. However, to the extent a participants accounts are invested in whole shares of our Common Stock, the participant may elect to receive distributions of benefits under the KCS 401(k) Plan in
cash, whole shares of our Common Stock, or in a combination of cash and whole shares of our Common Stock.
2017 Plan and the 2008
Plan. Beginning on May 4, 2017, all equity awards have been made under the 2017 Plan, which was adopted to replace the 2008 Plan. Outstanding equity awards made under the 2008 Plan continue to be governed under the
terms and conditions of the 2008 Plan. However, the 2008 Plan has been permanently frozen and all awards made on or after May 4, 2017 have been made under the 2017 Plan. As described below in greater detail, the 2017 Plan terms and conditions
governing the treatment of equity awards in the event of death, disability, retirement or on account of a change of control are substantially the same as those in the 2008 Plan. The tables below reflect awards under both the 2017 Plan and the 2008
Plan and related award agreements.
Subject to the terms of the specific award agreements, under both the 2017 Plan and the 2008
Plan, the termination of affiliation of a grantee of an award by reason of death, Disability, Retirement or on account of a Change of Control (as such terms are defined in the 2017 Plan and the 2008 Plan, as applicable) may accelerate the ability to
exercise an award.
Death or Change of Control. Upon the death, or upon the termination of affiliation on account of a
Change of Control, of a grantee of an award under both the 2017 Plan and the 2008 Plan, unless otherwise specified in the award agreement:
(i) the grantees restricted shares and restricted share units, if any, that were forfeitable will become nonforfeitable,
(ii) any options or stock appreciation right (SAR) not exercisable at that time will become nonforfeitable and
exercisable and the grantees personal representative or other transferee upon death may exercise such options or SARs up to the earlier of the expiration of the option or SAR term, one year after the death of the grantee, or ten years from the
grant date of the award,
(iii) the benefits payable with respect to any performance share or performance unit for which the
performance period has ended will become nonforfeitable, and the benefits payable with respect to any performance share or performance unit for which the performance period has not ended will become nonforfeitable in the amount that would be earned
for such performance period if the performance goals for such performance period were met at target, and
(iv) any shares
subject to a deferred stock award will become nonforfeitable.
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2021 NOTICE OF
ANNUAL MEETING AND PROXY STATEMENT
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