This Amendment (this Amendment) is entered into as of September 15, 2021 (Effective Date), by and between The Kansas City Southern Railway Company (the Company) and [EXECUTIVE NAME] (Executive).
WHEREAS, the Company and Executive entered into a Severance Agreement on June 17, 2019 (as amended and restated from time to time, the Severance Agreement), setting forth the terms and conditions of Executives employment with the Company;
WHEREAS, the Company and Executive entered into an Amendment to the Severance Agreement, dated as of May 21, 2021 (the 5/21/21 Amendment);
WHEREAS, the Company and Executive desire to amend certain terms and conditions of the Severance Agreement as set forth herein and intend that this Amendment shall replace, supersede and render null and void the 5/21/21 Amendment, effective upon the Effective Date; and
WHEREAS, reference is made to the Agreement and Plan of Merger, dated as of September 15, 2021, (Merger Agreement), by and among Canadian Pacific Railway Limited (Parent), Cygnus Merger Sub 1 Corporation, Cygnus Merger Sub 2 Corporation and Kansas City Southern;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive, intending to be legally bound hereby, agree as follows:
Section 1. Definitions.
(a) Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to them in the Severance Agreement.
(b) The definition of Accrued Current Year Bonus in the Severance Agreement is amended and restated as set forth below:
Accrued Current Year Bonus means (1) with respect to a General Severance, the bonus amount Executive would have received under the Kansas City Southern Annual Incentive Plan (or any successor annual, short-term incentive plan)