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Employment Agreement
Employment Agreement (49K)
Doc #116182: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, and Railway, KCSI and
Executive desire for Railway to continue to employ Executive on the terms and
conditions set forth in this Agreement and to provide an incentive to Executive
to remain in the employ of Railway hereafter, particularly in the event of any
change in control (as herein defined) of KCSI, Railway or Kansas City Southern
Lines, Inc., thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Railway, KCSI and Executive as
follows:
1. Employment. Railway hereby employs Executive as its Vice President
Forest Products Business Unit, to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties, powers and
responsibilities as may be prescribed or delegated from time to time by the
President or other officer to whom Executive reports, subject to the powers
vested in the Railway Board and in the stockholder of Railway. Executive shall
faithfully perform his duties under this Agreement to the best of his ability
and shall devote substantially all of his working time and efforts to the
business and affairs of Railway and its affiliates.
116182
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – Exhibit 10.16
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS,
_____________
Kansas City Southern – entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, and Railway, KCSI
_____________
Kansas City Southern
– remain in the employ of Railway hereafter, particularly in the event of any
change in control (as herein defined) of KCSI, Railway or Kansas City Southern
Lines, Inc., thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein
_____________
KANSAS CITY SOUTHERN – of Executive's employment or
severance arrangements.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Agreement as of (DATE).
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ Michael R. Haverty
------------------------------------------
Michael R. Haverty, President
EXECUTIVE
/s/ Larry O. Stevenson
------------------------------------------
Larry O. Stevenson
-23-
_____________
dt 92535
| |
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| 2004 |
Employment Agreement
Employment Agreement (72K)
Doc #250630: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT by and between CSX CORPORATION, a Virginia
corporation (the "Company"), and Tony L. Ingram (the "Executive"), dated as of
the 15th day of March, 2004.
The Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company. The Board believes it is imperative to diminish
the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control and
to encourage the Executive's full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and
to provide the Executive with compensation and benefits arrangements upon a
Change of Control which ensure that the compensation and benefits expectations
of the Executive will be satisfied and which are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. CERTAIN DEFINITIONS.
a. The "EFFECTIVE DATE" shall mean the first date during the
Term (as defined in Section l(b)) on which a Change of Control (as
defined in Section 2) occurs. Anything in this Agreement to the
contrary notwithstanding, if a Change of Control occurs, and the
Executive's employment with the Company is terminated by the Company
without Cause prior to the date on which the Change of Control occurs
or the Executive ceases to be an officer of the Company, and if it is
reasonably demonstrated by the Executive that such termination of
employment or cessation of status as an officer (i) was at the request
of a third party who has taken steps reasonably calculated to effect
such Change of Control or (ii) otherwise arose in connection with or
anticipation of such Change of Control, then, in each such case, for
all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment or
cessation of status as an officer.
b. The "TERM" shall mean the period commencing on the date
hereof and ending on the earlier to occur of (i) the third anniversary
of such date or (ii) the first day of the month next following the
Employee's normal retirement date ("Normal Retirement Date") under the
principal pension plan in which the Executive participates (the
"Retirement Plan"); PROVIDED, HOWEVER, that commencing on the date one
year after the date hereof, and on each annual anniversary of such date
(such date and each annual anniversary thereof shall be hereinafter
referred to as the "Renewal Date"), unless previously terminated, the
Term shall be automatically extended so as to terminate three
{PAGE}
years from such Renewal Date, unless at least 60 days prior to the
Renewal Date the Company shall give notice to the Executive that the
Term shall not be so extended; and PROVIDED, FURTHER, that the Term
shall end on an earlier date if the Company gives the Executive at
least one year's advance written notice thereof.
2. CHANGE OF CONTROL. For the purpose of this Agreement, a
"Change of Control" shall mean:
a. STOCK ACQUISITION. The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (i) the
then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors (the "Outstanding Company
Voting Securities"); PROVIDED, HOWEVER, that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the Company, (ii)
any acquisition by the Company, (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (iv) any acquisition by
any corporation pursuant to a transaction which complies with clauses
(i), (ii) and (iii) of subsection (c) of this Section 2; or
b. BOARD COMPOSITION. Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; PROVIDED, HOWEVER, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
c. BUSINESS COMBINATION. Approval by the shareholders of the
Company of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or
its principal subsidiary (a "Business Combination") that is not
subject, as a matter of law or contract, to approval by the Surface
Transportation Board or any successor agency or regulatory body having
jurisdiction over such transactions (the "Agency"), in each case,
UNLESS, following such Business Combination:
(i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more
250630
| | Tony L. Ingram
|
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| 2001 |
Special Employment Agreement
Special Employment Agreement (35K)
Doc #250814: Click preview link for longer preview.
SPECIAL EMPLOYMENT AGREEMENT
----------------------------
AGREEMENT by and between CSX Corporation, a Virginia corporation (the
"Company"), and Michael J. Ward (the "Executive"), dated as of the thirteenth
day of February, 2001.
WHEREAS, CSX owns, directly or indirectly, more than fifty percent of the voting
stock of various other corporations (hereinafter, individually or collectively,
"Affiliate"); and
WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's continued employment with the Company or an
Affiliate.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Term of this Agreement. The Company shall employ the Executive,
----------------------
and the Executive shall serve the Company, on the terms and conditions set forth
in this Agreement, for the period beginning on February 13, 2001 and ending on
February 12, 2006, subject to early termination as provided below (the "Term of
this Agreement").
2. Position and Duties. (a) During the Term of this Agreement, the
-------------------
Executive shall serve as the President of CSX Transportation, Inc., reporting to
the Chief Executive Officer ("CEO") of CSX Corporation, with the duties and
responsibilities normally associated with that position.
(b) During the Term of this Agreement, and excluding any periods
of vacation and sick leave to which the Executive is entitled, the Executive
agrees to devote reasonable attention and time during normal business hours to
the business and affairs of the
{PAGE}
Company and, to the extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive's reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the Term of
this Agreement, it shall not be a violation of this Agreement for the Executive
to (A) serve on corporate, civic, or charitable boards or committees, (B)
deliver lectures, fulfill speaking engagements, or teach at educational
institutions and (C) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
3. Compensation. (a) Base Salary. During the Term of this Agreement,
------------ -----------
the Executive shall receive an annual base salary equal to his annual base
salary as of the date hereof (the "Base Salary"), payable in accordance with the
Company's customary payroll practices. During the Term of this Agreement, the
Base Salary shall be reviewed for possible increase at least annually. Any
increase in the Base Salary shall not limit or reduce any other obligation of
the Company under this Agreement. The Base Salary shall not be reduced after any
such increase, and the term "Base Salary" shall thereafter refer to the Base
Salary as so increased.
(b) Annual Bonus. In addition to the Base Salary, the Executive
------------
shall have the opportunity to earn, for each fiscal year ending during the Term
of this Agreement, an annual bonus (the "Annual Bonus") on terms comparable to
those provided for such fiscal year to senior executives of the Company.
(c) Restricted Stock. In connection with entering into this
----------------
Agreement, the Company has granted the Executive 165,000 shares of restricted
stock under the Company's
250814
| | Michael J. Ward
|
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| 2001 |
Special Employment Agreement
Special Employment Agreement (36K)
Doc #250816: Click preview link for longer preview.
SPECIAL EMPLOYMENT AGREEMENT
----------------------------
AGREEMENT by and between CSX Corporation, a Virginia corporation (the
"Company"), and Mark G. Aron (the "Executive"), dated as of the 25th day of
September, 2001.
WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's continued employment with the Company until his
retirement, and to provide for his consulting with the Company for a period of
time following his retirement;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company shall employ the Executive, and
-----------------
the Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the Employment Period (as defined in the next sentence). The
"Employment Period" shall mean the period beginning on the date of this
Agreement and ending on April 30, 2002, at which time the Executive shall retire
from employment with the Company; provided, however, that if the Effective Date,
as defined in the Employment Agreement dated November 1, 2000, between the
Executive and the Company (the "Change of Control Agreement"), should occur on
or before April 30, 2002, the Employment Period under this Agreement shall
immediately terminate, and this Agreement shall be superseded in its entirety by
the Change of Control Agreement.
2. Position and Duties. (a) During the Employment Period, the
-------------------
Executive shall continue to serve in his current position as Vice Chairman of
the Company, with the status,
{PAGE}
offices, titles, reporting requirements, authority, duties and responsibilities
appropriate to that position.
(b) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic, or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements, or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement.
3. Compensation. (a) Base Salary. During the Employment Period,
------------ -----------
the Executive shall receive a base salary equal to his annual base salary as of
the date hereof (the "Base Salary"), payable in accordance with the Company's
customary payroll practices. During the Employment Period, the Base Salary may
be reviewed for possible increase. Any increase in the Base Salary shall not
limit or reduce any other obligation of the Company under this Agreement. The
Base Salary shall not be reduced after any such increase, and the term "Base
Salary' shall thereafter refer to the Base Salary as so increased.
(b) Annual Bonus. In addition to the Base Salary, the Executive
------------
shall have the opportunity to earn, for the fiscal year 2001 and for the portion
of the fiscal year 2002 that is included in the Employment Period, annual
bonuses based upon a target incentive equal to
{PAGE}
90% of Executive's Base Salary, on the same terms and conditions established
thereunder for the Executive and his peer executives. Any annual bonuses so
earned (each, an "Annual Bonus") shall be paid to the Executive at the same
times as his peer executives receive their bonuses under such plan,
notwithstanding his retirement at the end of the Employment Period; provided,
that the Annual Bonus for the fiscal year 2002 shall equal one-third of the
amount that would have been payable to the Executive, had he remained employed
through the end of the fiscal year 2002.
(c) Other Benefits. During the Employment Period: (i) the
--------------
Executive shall be entitled to participate in all savings and retirement plans,
practices, policies and programs of the Company to the same extent as his peer
executives; (ii) the Executive and/or the Executive's family, as applicable,
shall be eligible for participation in, and shall receive all benefits under,
all welfare benefit plans, practices, policies and programs provided by the
Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to the same
extent as his peer executives; and (iii) the Executive shall be entitled to
fringe benefits to the same extent and on the same basis as his peer executives
(tax and financial planning shall also be available to the Executive for the
year after the year in which he retires). It is expressly acknowledged and
agreed that the Executive shall not be entitled to any additional grants of
stock options or other long-term incentive compensation awards after the date of
this Agreement.
4. Termination of Employment. (a) Death or Disability. The
------------------------- -------------------
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below),
250816
| | Mark G. Aron
|
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| 2001 |
Employment Agreement
Employment Agreement (69K)
Doc #250844: Click preview link for longer preview.
DRAFT: 10/30/00
EMPLOYMENT AGREEMENT
--------------------
AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the
"Company"), and ____________________ (the "Executive"), dated as of the first
day of November, 2000.
The Board of Directors of the Company (the "Board"), has determined
that it is in the best interests of the Company and its shareholders to assure
that the Company will have the continued dedication of . . .
250844
| | |
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| 2004 |
Employment Agreement
Employment Agreement (31K)
Doc #357933: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of August 1, 2004, by and between RailAmerica, Inc., a Delaware
corporation (the "COMPANY"), and Mr. Charles Swinburn (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Chief Executive Officer
of the Company;
WHEREAS, the Company wishes to enter into this Agreement with
the Executive to be assured of his services on the terms and conditions
hereinafter set forth;
WHEREAS, the Executive wishes to enter into this Agreement
with the Company and to perform and to serve the Company on the terms and
conditions hereinafter set forth; and
WHEREAS, the Compensation Committee (the "COMMITTEE") of the
Board of Directors of the Company (the "BOARD") has approved the terms of this
Agreement as of the date set forth above;
NOW THEREFORE, in consideration of the mutual terms,
covenants, agreements and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. EMPLOYMENT.
(a) The Company hereby employs the Executive to serve as a
full time employee of the Company, and the Executive hereby accepts such
employment with the Company, for the period set forth in SECTION 2 hereof. The
Executive shall be employed as Chief Executive Officer of the Company and shall
faithfully and competently perform such duties in such manner as the Company may
from time to time reasonably direct. The Executive shall report to the Board of
Directors and shall have overall senior executive responsibility for the
Company, and shall perform such other tasks and duties as may be assigned to him
from time to time.
(b) Except as may otherwise be approved in advance by the
Board, and except during vacation periods and reasonable periods of absence due
to sickness, personal injury or other incapacity, the Executive shall devote his
full time and efforts throughout the Employment Term to the services required of
him hereunder. The Executive shall render his services exclusively to the
{PAGE}
Company during the Employment Term and shall use his best efforts, judgment and
energy to improve and advance the business and interests of the Company in a
manner consistent with the duties of his position. The Executive shall observe
and comply with the Company's rules and regulations regarding the performance of
his duties and shall carry out and perform all orders, directions, and policies
given to him. The Executive shall at all times carry out the duties assigned to
him in a loyal, trustworthy and businesslike manner.
(c) The Executive's principal place of employment shall be at
the Company's headquarters in Boca Raton, Florida or at such other location as
shall be mutually acceptable to the Executive and the Company.
(d) The Executive shall be covered by Directors' and Officers'
liability insurance, provided that the terms and amounts of such insurance are
approved by the Board. Additionally, the Executive shall be indemnified by the
Company to the fullest extent permitted by law.
2. TERM.
Unless earlier terminated or extended as provided in this
Agreement, the term of the Executive's employment under this Agreement shall be
for a period beginning on the date hereof (the "COMMENCEMENT DATE") and ending
on the second anniversary of the Commencement Date (such period being
hereinafter called the "INITIAL TERM"). At the end of the Initial Term, the term
of employment automatically shall renew for successive one (1) year terms
(subject to earlier termination as provided herein), unless the Company or the
Executive delivers written notice to the other at least three (3) months prior
to the expiration date of its or his election not to renew the term of
employment. References herein to the "EMPLOYMENT TERM" shall refer both to the
Initial Term and each successive one-year term for which this Agreement is
extended.
3. SALARY, BONUSES AND BENEFITS.
(a) SALARY. In consideration of the services of the Executive
rendered to the Company hereunder, the Company shall pay the Executive a base
salary (the "BASE SALARY") at an annual rate of Five hundred thousand dollars
($500,000) during the Employment Term, payable in regular intervals in
accordance with the Company's current payroll practices, as the same may be
changed from time to time.
(b) RESTRICTED STOCK. In consideration of the services of the
Executive hereunder, the Company shall issue to Executive restricted shares
("Restricted Stock") of common stock, par value $0.01 per share ("Common
Stock"), of the Company as follows: (i) $100,000 of Restricted Stock on the date
hereof, one third of which shall vest on each of the three succeeding
anniversaries hereof, but none of which may be sold until the third anniversary
hereof except as required by Executive to pay any applicable income taxes; (ii)
$100,000 of Restricted Stock on the first anniversary hereof, one-half of which
shall vest on each of the two succeeding anniversaries thereof, but none of
which may be sold until the third anniversary hereof except as required by
Executive to pay any applicable income taxes; and (iii) provided there has been
no termination of this Agreement by the Company or the Executive, $100,000 of
Restricted Stock on the second anniversary hereof, all of which shall vest and
may be sold by Executive on the third anniversary hereof. For purposes of
determining the amount of Restricted Stock to be issued to Executive under this
SECTION 3(B), the Company shall divide (A) $100,000 by (B) the average closing
sales price for the Company's Common Stock on the New York Stock Exchange on the
2
{PAGE}
last (5) business days immediately prior to the date of issuance. All
restrictions on the Restricted Stock shall lapse immediately upon any
termination of this Agreement.
(c) DISCRETIONARY BONUSES. In addition to the Base Salary, the
357933
|
RailAmerica
As referenced in this Employment Agreement:
RailAmerica, Inc – txt
{DESCRIPTION}EMPLOYMENT AGREEMENT- CHARLES SWINBURN
{TEXT}
{PAGE}
EXHIBIT 10.96
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of August 1, 2004, by and between RailAmerica, Inc ., a Delaware
corporation (the "COMPANY"), and Mr. Charles Swinburn (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Chief Executive
_____________
RAILAMERICA, INC – Agreement knowingly and
voluntarily.
9
{PAGE}
IN WITNESS WHEREOF, the Company and the Executive have duly
executed and delivered this Agreement as of the day and year first above
written.
RAILAMERICA, INC .
By: /s/ FERD C. MEYER, JR.
--------------------------------
Name: Ferd. C. Meyer, Jr.
Title: Chairman, Compensation
Committee of the Board
EXECUTIVE
/s/ CHARLES SWINBURN
-----------------------------------
Name: Charles Swinburn
10
{/TEXT}
{/DOCUMENT}
_____________
dt 1491541
;
| Charles Swinburn
|
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Employment Agreement
Employment Agreement (30K)
Doc #357935: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of July 22, 2004, by and between RailAmerica, Inc., a Delaware
corporation (the "COMPANY"), and Mr. Rodney J. Conklin (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Executive Vice President
& Chief Operating Officer of the Company;
WHEREAS, the Company wishes to enter into this Agreement with
the Executive to be assured of his services on the terms and conditions
hereinafter set forth;
WHEREAS, the Executive wishes to enter into this Agreement
with the Company and to perform and to serve the Company on the terms and
conditions hereinafter set forth; and
WHEREAS, the Compensation Committee (the "COMMITTEE") of the
Board of Directors of the Company (the "BOARD") has approved the terms of this
Agreement as of the date set forth above;
NOW THEREFORE, in consideration of the mutual terms,
covenants, agreements and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. EMPLOYMENT.
(a) The Company hereby employs the Executive to serve as a
full time employee of the Company, and the Executive hereby accepts such
employment with the Company, for the period set forth in SECTION 2 hereof. The
Executive shall be employed as Executive Vice President & Chief Operating
Officer of the Company and shall faithfully and competently perform such duties
in such manner as the Company may from time to time reasonably direct. The
Executive shall report to the Chief Executive Officer and shall have overall
senior executive responsibility for the Company's North America Rail Group, and
such other tasks and duties as may be assigned to him from time to time.
(b) Except as may otherwise be approved in advance by the
Board, and except during vacation periods and reasonable periods of absence due
to sickness, personal injury or other incapacity, the Executive shall devote his
full time and efforts throughout the Employment Term to the services required of
him hereunder. The Executive shall render his services exclusively to the
Company during the Employment Term and shall use his best efforts, judgment and
energy to improve and advance the business and interests of the Company in a
{PAGE}
manner consistent with the duties of his position. The Executive shall observe
and comply with the Company's rules and regulations regarding the performance of
his duties and shall carry out and perform all orders, directions, and policies
given to him. The Executive shall at all times carry out the duties assigned to
him in a loyal, trustworthy and businesslike manner.
(c) The Executive's principal place of employment shall be at
the Company's headquarters in Boca Raton, Florida or at such other location as
shall be mutually acceptable to the Executive and the Company.
(d) The Executive shall be covered by Directors' and Officers'
liability insurance, provided that the terms and amounts of such insurance are
approved by the Board. Additionally, the Executive shall be indemnified by the
Company to the fullest extent permitted by law.
(e) This Agreement shall not replace or modify the Change of
Control Agreement currently in place between the Company and the Executive.
2. TERM.
Unless earlier terminated or extended as provided in this
Agreement, the term of the Executive's employment under this Agreement shall be
for a period beginning on the date hereof (the "COMMENCEMENT DATE") and ending
on the first anniversary of the Commencement Date (such period being hereinafter
called the "INITIAL TERM"). At the end of the Initial Term, the term of
employment automatically shall renew for successive one (1) year terms (subject
to earlier termination as provided herein), unless the Company or the Executive
delivers written notice to the other at least three (3) months prior to the
expiration date of its or his election not to renew the term of employment.
References herein to the "EMPLOYMENT TERM" shall refer both to the Initial Term
and each successive one-year term for which this Agreement is extended.
3. SALARY, BONUSES AND BENEFITS.
(a) SALARY. In consideration of the services of the Executive
rendered to the Company hereunder, the Company shall pay the Executive a base
salary (the "BASE SALARY") at an annual rate of Two hundred and seventy-five
thousand dollars ($275,000) during the Employment Term, payable in regular
intervals in accordance with the Company's current payroll practices, as the
same may be changed from time to time.
(b) DISCRETIONARY BONUSES. In addition to the Base Salary, the
Company may pay to Executive such bonuses and other incentive compensation, if
any, as the Committee or the Board annually, in their sole discretion, deem
appropriate. This includes but is not limited to participation in the Annual
Incentive Plan with a target payment of 50% of salary subject to the attainment
357935
|
RailAmerica
As referenced in this Employment Agreement:
RailAmerica, Inc – txt
{DESCRIPTION}EMPLOYMENT AGREEMENT- RODNEY CONKLIN
{TEXT}
{PAGE}
EXHIBIT 10.98
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of July 22, 2004, by and between RailAmerica, Inc ., a Delaware
corporation (the "COMPANY"), and Mr. Rodney J. Conklin (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Executive
_____________
RAILAMERICA, INC – into this Agreement knowingly and
voluntarily.
IN WITNESS WHEREOF, the Company and the Executive have duly
executed and delivered this Agreement as of the day and year first above
written.
RAILAMERICA, INC .
By: /s/ FERD C. MEYER, JR.
---------------------------------------
Name: Ferd. C. Meyer, Jr.
Title: Chairman, Compensation
Committee of the Board
EXECUTIVE
/s/ RODNEY J. CONKLIN
------------------------------------------
Name: Rodney J. Conklin
9
{/TEXT}
{/
_____________
dt 1491542
;
| Rodney J. Conklin
|
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| 2004 |
Employment Agreement
Employment Agreement (30K)
Doc #357936: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of June 16, 2004, by and between RailAmerica, Inc., a Delaware
corporation (the "COMPANY"), and Mr. Michael J. Howe (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Executive Vice President
& Chief Financial Officer of the Company;
WHEREAS, the Company wishes to enter into this Agreement with
the Executive to be assured of his services on the terms and conditions
hereinafter set forth;
WHEREAS, the Executive wishes to enter into this Agreement
with the Company and to perform and to serve the Company on the terms and
conditions hereinafter set forth; and
WHEREAS, the Compensation Committee (the "COMMITTEE") of the
Board of Directors of the Company (the "BOARD") has approved the terms of this
Agreement as of the date set forth above;
NOW THEREFORE, in consideration of the mutual terms,
covenants, agreements and conditions hereinafter set forth, the Company and the
Executive hereby agree as follows:
1. EMPLOYMENT.
(a) The Company hereby employs the Executive to serve as a
full time employee of the Company, and the Executive hereby accepts such
employment with the Company, for the period set forth in SECTION 2 hereof. The
Executive shall be employed as Executive Vice President & Chief Financial
Officer of the Company and shall faithfully and competently perform such duties
in such manner as the Company may from time to time reasonably direct. The
Executive shall report to the Chief Executive Officer and shall have overall
senior executive responsibility for the Company's Finance Department, and such
other tasks and duties as may be assigned to him from time to time.
(b) Except as may otherwise be approved in advance by the
Board, and except during vacation periods and reasonable periods of absence due
to sickness, personal injury or other incapacity, the Executive shall devote his
full time and efforts throughout the Employment Term to the services required of
him hereunder. The Executive shall render his services exclusively to the
Company during the Employment Term and shall use his best efforts, judgment and
energy to improve and advance the business and interests of the Company in a
manner consistent with the duties of his position. The Executive shall observe
{PAGE}
and comply with the Company's rules and regulations regarding the performance of
his duties and shall carry out and perform all orders, directions, and policies
given to him. The Executive shall at all times carry out the duties assigned to
him in a loyal, trustworthy and businesslike manner.
(c) The Executive's principal place of employment shall be at
the Company's headquarters in Boca Raton, Florida or at such other location as
shall be mutually acceptable to the Executive and the Company.
(d) The Executive shall be covered by Directors' and Officers'
liability insurance, provided that the terms and amounts of such insurance are
approved by the Board. Additionally, the Executive shall be indemnified by the
Company to the fullest extent permitted by law.
(e) This Agreement shall not replace or modify the Change of
Control Agreement currently in place between the Company and the Executive.
(f) The Executive is authorized to continue his participation
on the board of Transportation Technology Center, Inc., a wholly owned
subsidiary of the American Association of Railroads, and any other board
authorized by the Board.
2. TERM.
Unless earlier terminated or extended as provided in this
Agreement, the term of the Executive's employment under this Agreement shall be
for a period beginning on the date hereof (the "COMMENCEMENT DATE") and ending
on the first anniversary of the Commencement Date (such period being hereinafter
called the "INITIAL TERM"). At the end of the Initial Term, the term of
employment automatically shall renew for successive one (1) year terms (subject
to earlier termination as provided herein), unless the Company or the Executive
delivers written notice to the other at least three (3) months prior to the
expiration date of its or his election not to renew the term of employment.
References herein to the "EMPLOYMENT TERM" shall refer both to the Initial Term
and each successive one-year term for which this Agreement is extended.
3. SALARY, BONUSES AND BENEFITS.
(a) SALARY. In consideration of the services of the Executive
rendered to the Company hereunder, the Company shall pay the Executive a base
salary (the "BASE SALARY") at an annual rate of Two hundred and seventy-five
thousand dollars ($275,000) during the Employment Term, payable in regular
intervals in accordance with the Company's current payroll practices, as the
same may be changed from time to time.
(b) DISCRETIONARY BONUSES. In addition to the Base Salary, the
Company may pay to Executive such bonuses and other incentive compensation, if
357936
|
RailAmerica
As referenced in this Employment Agreement:
RailAmerica, Inc – txt
{DESCRIPTION}EMPLOYMENT AGREEMENT- MICHAEL HOWE
{TEXT}
{PAGE}
EXHIBIT 10.99
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered
into as of June 16, 2004, by and between RailAmerica, Inc ., a Delaware
corporation (the "COMPANY"), and Mr. Michael J. Howe (the "EXECUTIVE").
W I T N E S S E T H:
WHEREAS, the Executive is employed as Executive
_____________
RAILAMERICA, INC – into this Agreement knowingly and
voluntarily.
IN WITNESS WHEREOF, the Company and the Executive have duly
executed and delivered this Agreement as of the day and year first above
written.
RAILAMERICA, INC .
By: /s/ FERD C. MEYER, JR.
-----------------------------------
Name: Ferd. C. Meyer, Jr.
Title: Chairman, Compensation
Committee of the Board
EXECUTIVE
/s/ MICHAEL J. HOWE
--------------------------------------
Name: Michael J. Howe
9
{/TEXT}
{/
_____________
dt 1491543
;
| Michael J. Howe
|
Preview
Full Doc
| 2002 |
Executive Employment Agreement [Amended and Restated]
Executive Employment Agreement [Amended and Restated] (43K)
Doc #358000: Click preview link for longer preview.
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement")
effective as of the 1st day of January, 2002, between RailAmerica, Inc., a
Delaware corporation (the "Company"), having an office at Boca Raton, Florida,
and Gary O. Marino (the "Executive"). This Agreement supercedes and replaces
that certain Executive Employment Agreement made effective as of January 1, 2000
by and between the Company and the Executive (the "Prior Agreement"), in its
entirety. As of the effective date of this Agreement, the Prior Agreement shall
have no force or effect.
WHEREAS, the Company believes it is in the best interests of the Company
and its subsidiaries and affiliates (collectively, the "Consolidated Group") to
continue to employ the Executive, and the Executive desires to continue to be
employed by the Company; and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has approved of the terms of this
Agreement as of the date set forth above; and
WHEREAS, the Company and the Executive desire to set forth the terms and
conditions on which the Executive shall be employed by the Company and provide
his services to the Consolidated Group.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Employment. The Company hereby employs Executive, and Executive hereby
accepts such employment, all upon the terms and conditions hereinafter set
forth,
2. Term. Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period commencing as of January 1, 2002 and ending December 31, 2004 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and after the
end of each one-year period thereafter, so that there shall be successive
one-year terms of employment under this Agreement commencing on January 1, 2005,
unless the Company or the Executive gives written notice of non-extension to the
other party not less than three hundred sixty-five (365) days prior to the end
of the Employment Period. References herein to the "Employment Period" shall
refer to both the initial term and each successive one-year term for which this
Agreement is extended.
3. Base Salary. The Executive shall be entitled to receive a base salary
from the Company during the Employment Period (the "Base Salary") at the rate of
Seven Hundred Fifty Thousand Dollars ($750,000) per annum. The Base Salary shall
be payable in accordance with the current normal payroll policies of the
Company, which policies may be changed by the Company from time to time in its
sole discretion, and shall be subject to all appropriate
{PAGE}
withholding taxes. Effective each January 1 during the Employment Period,
commencing with January 1, 2001, the Base Salary shall be increased by such
percentage as corresponds to any annual percentage increase in the consumer
price index reported in "U.S. City Average: All Items," under the table entitled
"Consumer Price Index for All Urban Consumers" (1967 equals 100), as published
by the U.S. Department of Labor, Bureau of Labor Statistics (the "Index"),
calculated by multiplying the Base Salary for the immediately preceding year by
a fraction, the numerator of which is the Index number for October 1 of such
immediately preceding year, and the denominator of which is the Index number for
October 1 of the next preceding year. In addition to any annual increases in the
Base Salary as a result of changes in the Index, the Base Salary shall be
subject to annual reviews and upward adjustments, effective each January 1
during the Employment Period, commencing with January 1, 2003, in the sole
discretion of the Committee. The Committee shall meet and determine the upward
adjustment, if any, to the Base Salary no later than the December 15 immediately
preceding each January 1 during the Employment Period. An adjustment to the Base
Salary shall not be deemed a modification, amendment or waiver of this Agreement
except as the term "Base Salary" is used in this Agreement; all other provisions
of this Agreement shall, in that case, remain in full force and effect.
4. General Bonuses. The Executive shall participate, with respect to each
full fiscal year during the Employment Period, in the Company's Management
Incentive Plan (the "MIP"), which shall remain in effect during the entire
Employment Period, subject to such amendments, modifications, supplements or
other changes as shall be determined at any time, or from time to time, by the
Committee.
5. Option Grants. Pursuant to the Prior Agreement, the Company granted the
Executive options to purchase five hundred thousand (500,000) shares of Common
Stock, exercisable at $9.00 per share in three equal increments on January 1,
2000, January 1, 2001, and January 1, 2002. Nothing in this Agreement shall in
any way diminish the Executive's rights under any option agreement between the
Company and the Executive effecting that or any other option grant previously
made to the Executive.
6. Other Bonus or Incentive Payments. The Executive shall, at all times
during the Employment Period, be eligible to receive, in addition to the Base
Salary, bonuses and other benefits provided for hereunder, additional bonuses,
stock options or grants, stock appreciation rights or other incentive payments
to be determined as to the amount and time of payment by the Committee.
7. Benefits.
(a) Vacation. For each twelve-month period from January 1 to
December 31 during the Employment Period, the Executive shall be entitled to
five (5) weeks of vacation without loss of compensation or other benefits to
which he is entitled under this Agreement, to be taken at such times as the
Executive may select and the affairs of the Consolidated Group may permit.
Vacation may be carried over from year-to-year, if the affairs of the
Consolidated Group do not permit it to be taken. Vacation entitlement unused at
the end of the Employment Period shall expire.
2
{PAGE}
(b) Executive Benefit Programs. Without limiting the compensation or
other benefits to which the Executive may be entitled pursuant to any other
provision of this Agreement, during the Employment Period the Executive shall be
entitled to participate in any pension, retirement, insurance or other employee
benefit plan that is maintained at that time by the Company for its employees
generally, including, without limitation, programs of life, disability, basic
medical and dental and supplemental medical and dental insurance. The Executive
shall be entitled to the benefits under this Section on terms at least as
favorable as those granted to other employees of the Consolidated Group.
Notwithstanding the foregoing, during the Employment Period the Executive shall
at all times be entitled to the following minimum benefits:
(i) Medical and dental insurance for himself and his family,
including supplemental coverage for any co-payments and deductibles; provided,
however, that the annual premiums, fees and other costs paid by the Company for
358000
|
RailAmerica
As referenced in this Executive Employment Agreement [Amended and Restated]:
RailAmerica, Inc – TEXT}
{PAGE}
EXHIBIT 10.82
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement")
effective as of the 1st day of January, 2002, between RailAmerica, Inc ., a
Delaware corporation (the "Company"), having an office at Boca Raton, Florida,
and Gary O. Marino (the "Executive"). This Agreement supercedes and replaces
that certain Executive Employment Agreement made
_____________
RailAmerica, Inc – Devon Court South
Boca Raton, Florida 33496
and
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc . RailAmerica, Inc.
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/
_____________
RailAmerica, Inc – South
Boca Raton, Florida 33496
and
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc. RailAmerica, Inc .
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/TABLE}
or
_____________
RAILAMERICA, INC – without regard to principles of
conflicts of laws.
12
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EXECUTIVE RAILAMERICA, INC .
/s/ Gary O Marino By: /s/ Ferd C. Meyer
----------------------------------- ------------------------------------
Gary O. Marino Name: Ferd. C. Meyer
Title: Chairman of Compensation
Committee
/s/ Donald D. Redfearn /s/ Charles Swinburn
----------------------------------- ----------------------------------------
Witness
_____________
dt 1491560
| |
Preview
Full Doc
| 2002 |
Executive Employment Agreement [Amended and Restated]
Executive Employment Agreement [Amended and Restated] (36K)
Doc #358001: Click preview link for longer preview.
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement")
effective as of the 1st day of January, 2002, between RailAmerica, Inc., a
Delaware corporation (the "Company"), having an office at Boca Raton, Florida,
and Donald D. Redfearn (the "Executive"). This Agreement supercedes and replaces
that certain Executive Employment Agreement made effective as of January 1, 2000
by and between the Company and the Executive (the "Prior Agreement"), in its
entirety. As of the effective date of this Agreement, the Prior Agreement shall
have no force or effect.
WHEREAS, the Company believes it is in the best interests of the Company
and its subsidiaries and affiliates (collectively, the "Consolidated Group") to
continue to employ the Executive, and the Executive desires to continue to be
employed by the Company; and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has approved of the terms of this
Agreement as of the date set forth above; and
WHEREAS, the Company and the Executive desire to set forth the terms and
conditions on which the Executive shall be employed by the Company and provide
his services to the Consolidated Group.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions hereinafter
set forth,
2. Term. Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period commencing as of January 1, 2002 and ending December 31, 2003 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and after the
end of each one-year period thereafter, so that there shall be successive
one-year terms of employment under this Agreement commencing on January 1, 2004,
unless the Company or the Executive gives written notice of non-extension to the
other party not less than three hundred sixty-five (365) days prior to the end
of the Employment Period. References herein to the "Employment Period" shall
refer to both the initial term and each successive one-year term for which this
Agreement is extended.
3. Base Salary. The Executive shall be entitled to receive a base salary
from the Company during the Employment Period (the "Base Salary") at the rate of
Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum. The Base
Salary shall be payable in accordance with the current normal payroll policies
of the Company, which policies may be changed by the Company from time to time
in its sole discretion, and shall be subject to all
{PAGE}
appropriate withholding taxes. The Base Salary shall be subject to annual
reviews and upward adjustments, in the sole discretion of the Committee. An
adjustment to the Base Salary shall not be deemed a modification, amendment or
waiver of this Agreement except as the term "Base Salary" is used in this
Agreement; all other provisions of this Agreement shall, in that case, remain in
full force and effect.
4. General Bonuses. The Executive shall participate, with respect to each
full fiscal year during the Employment Period, in the Company's Management
Incentive Program (the "MIP"), which shall remain in effect during the entire
Employment Period, subject to such amendments, modifications, supplements or
other changes as shall be determined at any time, or from time to time, by the
Committee.
5. Benefits.
(a) Vacation. For each twelve-month period from January 1 to
December 31 during the Employment Period, the Executive shall be entitled to
four (4) weeks of vacation without loss of compensation or other benefits to
which he is entitled under this Agreement, to be taken at such times as the
Executive may select and the affairs of the Consolidated Group may permit.
Vacation may be carried over from year-to-year with the advance approval of the
Chief Executive Officer of the Company. Vacation entitlement unused at the end
of the Employment Period shall expire.
(b) Executive Benefit Programs. Without limiting the compensation or
other benefits to which the Executive may be entitled pursuant to any other
provision of this Agreement, during the Employment Period the Executive shall be
entitled to participate in any pension, retirement, insurance or other employee
benefit plan that is maintained at that time by the Company for its employees
generally, including, without limitation, programs of life, disability, basic
medical and dental and supplemental medical and dental insurance. The Executive
shall be entitled to the benefits under this Section on terms at least as
favorable as those granted to other employees of the Consolidated Group.
Notwithstanding the foregoing, during the Employment Period the Executive shall
at all times be entitled to the following minimum benefits:
(i) Medical and dental insurance for himself and his family,
that is additional to any medical and dental insurance provided to him as part
of a program provided by the Company to its employees generally, including
supplemental coverage for any co-payments and deductibles; provided, however,
that the annual premiums, fees and other costs paid by the Company for such
insurance for the Executive and his family shall not exceed Ten Thousand Dollars
($10,000.00);
(ii) Long-term disability insurance for himself; provided,
however, that the annual premiums, fees and other costs paid by the Company for
such insurance for the Executive shall not exceed Ten Thousand Dollars
($10,000.00). It is the intent of the parties that the Executive's long-term
disability benefits approximate fifty percent (50%) of the then-current Base
Salary at all times during the Employment Period if such long-term disability
insurance in such amount is then reasonably available for an annual premium,
fees and other costs paid by the Company not to exceed Ten Thousand Dollars
($10,000.00);
2
{PAGE}
(iii) Term life insurance on the life of the Executive in the
358001
|
RailAmerica
As referenced in this Executive Employment Agreement [Amended and Restated]:
RailAmerica, Inc – TEXT}
{PAGE}
EXHIBIT 10.83
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement")
effective as of the 1st day of January, 2002, between RailAmerica, Inc ., a
Delaware corporation (the "Company"), having an office at Boca Raton, Florida,
and Donald D. Redfearn (the "Executive"). This Agreement supercedes and replaces
that certain Executive Employment Agreement made
_____________
RailAmerica, Inc – 4260 Fox Trace
Boynton Beach, FL 33436
And
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc . RailAmerica, Inc.
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/
_____________
RailAmerica, Inc – Trace
Boynton Beach, FL 33436
And
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc. RailAmerica, Inc .
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/TABLE}
or
_____________
RAILAMERICA, INC – without regard to principles of
conflicts of laws.
11
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EXECUTIVE RAILAMERICA, INC .
/s/ Donald D. Redfearn By: /s/ Gary O. Marino
----------------------------------- ------------------------------------
Donald D. Redfearn Name: Gary O. Marino
Title: CEO
/s/ Sharon Hecker /s/ Sharon Hecker
----------------------------------- ----------------------------------------
Witness: Witness:
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1491561
| |
Preview
Full Doc
| 2002 |
Executive Employment Agreement
Executive Employment Agreement (36K)
Doc #358002: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of the
1st day of January, 2002, between RailAmerica, Inc., a Delaware corporation (the
"Company"), having an office at Boca Raton, Florida, and Gary M. Spiegel (the
"Executive"). This Agreement supercedes and replaces that certain letter
agreement by and between the Company and the Executive (the "Prior Agreement")
dated August 4, 2000 by the Company and signed August 10, 2000 by the Executive,
in its entirety. As of the effective date of this Agreement, the Prior Agreement
shall have no force or effect.
WHEREAS, the Company believes it is in the best interests of the Company
and its subsidiaries and affiliates (collectively, the "Consolidated Group") to
continue to employ the Executive, and the Executive desires to continue to be
employed by the Company; and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has approved of the terms of this
Agreement as of the date set forth above; and
WHEREAS, the Company and the Executive desire to set forth the terms and
conditions on which the Executive shall be employed by the Company and provide
his services to the Consolidated Group.
NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree as follows:
1. Employment. The Company hereby employs the Executive, and the Executive
hereby accepts such employment, all upon the terms and conditions hereinafter
set forth,
2. Term. Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period commencing as of January 1, 2002 and ending December 31, 2003 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and after the
end of each one-year period thereafter, so that there shall be successive
one-year terms of employment under this Agreement commencing on January 1, 2004,
unless the Company or the Executive gives written notice of non-extension to the
other party not less than three hundred sixty-five (365) days prior to the end
of the Employment Period. References herein to the "Employment Period" shall
refer to both the initial term and each successive one-year term for which this
Agreement is extended.
3. Base Salary. The Executive shall be entitled to receive a base salary
from the Company during the Employment Period (the "Base Salary") at the rate of
Three Hundred Seventy-Five Thousand Dollars ($375,000) per annum. The Base
Salary shall be payable in accordance with the current normal payroll policies
of the Company, which policies may be changed by the Company from time to time
in its sole discretion, and shall be subject to all appropriate withholding
taxes. The Base Salary shall be subject to annual reviews and upward
adjustments, in the sole discretion of the Committee. An adjustment to the Base
Salary shall not
{PAGE}
be deemed a modification, amendment or waiver of this Agreement except as the
term "Base Salary" is used in this Agreement; all other provisions of this
Agreement shall, in that case, remain in full force and effect.
4. General Bonuses. The Executive shall participate, with respect to each
full fiscal year during the Employment Period, in the Company's Management
Incentive Program (the "MIP"), which shall remain in effect during the entire
Employment Period, subject to such amendments, modifications, supplements or
other changes as shall be determined at any time, or from time to time, by the
Committee.
5. Benefits.
(a) Vacation. For each twelve-month period from January 1 to
December 31 during the Employment Period, the Executive shall be entitled to
four (4) weeks of vacation without loss of compensation or other benefits to
which he is entitled under this Agreement, to be taken at such times as the
Executive may select and the affairs of the Consolidated Group may permit.
Vacation may be carried over from year-to-year with the advance approval of the
Chief Executive Officer of the Company. Vacation entitlement unused at the end
of the Employment Period shall expire.
(b) Executive Benefit Programs. Without limiting the compensation or
other benefits to which the Executive may be entitled pursuant to any other
provision of this Agreement, during the Employment Period the Executive shall be
entitled to participate in any pension, retirement, insurance or other employee
benefit plan that is maintained at that time by the Company for its employees
generally, including, without limitation, programs of life, disability, basic
medical and dental and supplemental medical and dental insurance. The Executive
shall be entitled to the benefits under this Section on terms at least as
favorable as those granted to other employees of the Consolidated Group.
Notwithstanding the foregoing, during the Employment Period the Executive shall
at all times be entitled to the following minimum benefits:
(i) Medical and dental insurance for himself and his family,
that is additional to any medical and dental insurance provided to him as part
of a program provided by the Company to its employees generally, including
supplemental coverage for any co-payments and deductibles; provided, however,
that the annual premiums, fees and other costs paid by the Company for such
insurance for the Executive and his family shall not exceed Ten Thousand Dollars
($10,000.00);
(ii) Long-term disability insurance for himself; provided,
however, that the annual premiums, fees and other costs paid by the Company for
such insurance for the Executive shall not exceed Ten Thousand Dollars
($10,000.00). It is the intent of the parties that the Executive's long-term
disability benefits approximate fifty percent (50%) of the then-current Base
Salary at all times during the Employment Period if such long-term disability
insurance in such amount is then reasonably available for an annual premium,
fees and other costs paid by the Company not to exceed Ten Thousand Dollars
($10,000.00);
2
{PAGE}
(iii) Term life insurance on the life of the Executive in the
358002
|
RailAmerica
As referenced in this Executive Employment Agreement:
RailAmerica, Inc – DESCRIPTION}EXECUTIVE EMPLOYMENT AGREEMENT (GARY SPIEGEL)
{TEXT}
{PAGE}
EXHIBIT 10.84
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") effective as of the
1st day of January, 2002, between RailAmerica, Inc ., a Delaware corporation (the
"Company"), having an office at Boca Raton, Florida, and Gary M. Spiegel (the
"Executive"). This Agreement supercedes and replaces that certain letter
agreement by and
_____________
RailAmerica, Inc – If to the Executive:
Gary M. Spiegel
[ ]
[ ]
And
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc . RailAmerica, Inc.
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/
_____________
RailAmerica, Inc – the Executive:
Gary M. Spiegel
[ ]
[ ]
And
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
{TABLE}
{CAPTION}
If to the Company: With a copy to:
{S} {C}
RailAmerica, Inc. RailAmerica, Inc .
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/TABLE}
or
_____________
RAILAMERICA, INC – without regard to principles of
conflicts of laws.
11
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EXECUTIVE RAILAMERICA, INC .
/s/ Gary M. Spiegel By: /s/ Gary O. Marino
------------------------------------- ------------------------------------
Gary M. Spiegel Name:
Title:
/s/ Sharon Hecker /s/ Sharon Hecker
------------------------------------- ----------------------------------------
Witness: Witness:
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1491562
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Executive Employment Agreement
Executive Employment Agreement (77K)
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EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") made as of the
1st day of March, 1994, between RailAmerica, Inc., a Delaware corporation (the
"Company"), having an office at 301 Yamato Road, Suite 2222, Boca Raton, Florida
33431, and Gary O. Marino ("Executive").
WHEREAS, the Company believes it is in the best interests of the
Company and its subsidiaries and affiliates (collectively, the "Consolidated
Group") to employ Executive, and Executive desires to be employed by the
Company; and
WHEREAS, the Board of Directors of the Company has approved of the
terms of this Agreement as of the date set forth above; and
WHEREAS, the Company and Executive desire to set forth the terms and
conditions on which Executive shall be employed by the Company and provide his
services to the Consolidated Group.
NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. Employment. The Company hereby employs Executive, and
Executive hereby accepts such employment, all upon the terms and conditions
hereinafter set forth.
2. Term. Unless sooner terminated pursuant to the provisions of
this Agreement, the initial term of employment under this Agreement shall be for
a period commencing as of March 1, 1994 and ending February 28, 1998 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and the end of
each one-year period thereafter, so that there shall be successive one-year
terms of employment under this Agreement commencing on March 1, 1998, unless the
Company or Executive gives written notice of non-extension to the other party
not less than one hundred eighty (180) days prior to the end of the Employment
Period. References herein to the "Employment Period" shall refer to both such
initial term and each such successive term.
3. Base Salary. Executive shall be entitled to receive a base
salary from the Company during the Employment Period (the "Base Salary") at the
rate of One Hundred Fifty Thousand Dollars ($150,000.00) per annum from March 1,
1994 through August 31, 1994; One Hundred Seventy-Five Thousand Dollars
($175,000.00) per annum from September 1, 1994 through December 31, 1994; and
Two Hundred Thousand Dollars ($200,000.00) per annum from January 1, 1995
through December 31, 1995. The Base Salary shall be payable in accordance with
the current normal payroll policies of the Company, which policies may be
changed by the Company from time to time in its sole discretion, and shall be
subject to all appropriate withholding taxes. Effective each January 1 during
the Employment Period, commencing with January 1, 1996, the Base Salary shall be
increased by such percentage as corresponds to any annual percentage increase in
the consumer price index reported in "U.S. City Average: All items," under the
table entitled "Consumer Price Index for All Urban Consumers' (1967 equals 100),
as published by the U.S. Department of Labor, Bureau of Labor Statistics (the
"Index"), calculated by multiplying the Base Salary for the immediately
preceding year by a fraction, the numerator of which is the Index number for
October 1 of the next preceding year. In addition to any annual increases in the
Base Salary as a result of changes in the Index, the Base Salary shall be
subject to annual reviews and upward adjustments, effective each January 1
during the Employment Period, commencing with January 1, 1996, in the sole
discretion of a majority of the members of the Company's Board of Directors,
other than Executive (the "Board"), based upon the recommendation of the Audit
and Compensation Committee of the Board (the "Committee"), with Executive
recusing himself from any discussion and vote by the Committee on the matter if
he is, at the time, a member of the Committee (the action of a
1
{PAGE} 2
majority of such Board members based upon such recommendation of the Committee
shall hereinafter be referred to as action by the "Disinterested Members"). The
Disinterested Members shall meet and determine the upward adjustment, if any, to
the Base Salary no later than the December 15 immediately preceding each January
1 during the Employment Period. An adjustment to the Base Salary shall not be
deemed a modification, amendment or waiver of this Agreement except as the term
"Base Salary" is used in this Agreement; all other provisions of this Agreement
shall, in that case, remain in full force and effect.
4. General Bonuses.
(a) Executive shall participate, with respect to each
full fiscal year during the Employment Period, beginning with the fiscal year
ending December 31, 1995, in the Company's Corporate Senior Executive Bonus
Plan, which shall remain in effect during the entire Employment Period, subject
to such amendments, modifications, supplements or other changes as shall be
determined at any time, or from time to time, by the Disinterested Members.
(b) Executive shall, in the sole discretion of the
Disinterested Members, be eligible to receive a bonus for his contribution to
the Consolidated Group for the fiscal year ending December 31, 1994, and the
Disinterested Members shall determine such bonus by June 7, 1995 and pay such
bonus by June 30, 1995.
5. Signing Bonus. As an additional inducement to Executive to
enter into this Agreement, the Company shall, upon execution of this Agreement,
issue or causes to be issued to Executive fifty thousand (50,000) shares of
common stock of the Company, $.01 par value per share ("Common Stock"), free of
any conditions of forfeiture or restrictions on transfer other than those
required by federal or state securities laws. Executive agrees to execute such
documentation and make such representations and acknowledgments as may be
reasonably necessary to permit the issuance of the shares of Common Stock in
compliance with federal and state securities laws.
6. Option Grants. The Company hereby confirms, as of November
11, 1994, the grant to Executive of options to purchase three hundred fifty
thousand (350,000) shares of Common Stock with the following terms:
{TABLE}
{CAPTION}
Amount Date First Exercisable Exercise Price Per Share
------ ---------------------- ------------------------
{S} {C} {C}
87,500 November 11, 1994 $3.10
87,500 March 1, 1995 $3.40
87,500 March 1, 1996 $3.75
87,500 March 1, 1997 $4.15
{/TABLE}
The options shall have a term of ten (10) years and such additional
terms and conditions as set forth in an option agreement between the Company and
Executive in the form attached hereto as Exhibit "A" (the "Stock Option
Agreement").
7. Other Bonus or Incentive Payments. Executive shall, at all
times during the Employment Period, be eligible to receive, in addition to the
358034
|
RailAmerica
As referenced in this Executive Employment Agreement:
RailAmerica, Inc – AGREEMENT OF GARY O. MARINO
{TEXT}
{PAGE} 1
EXHIBIT 10.6
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") made as of the
1st day of March, 1994, between RailAmerica, Inc ., a Delaware corporation (the
"Company"), having an office at 301 Yamato Road, Suite 2222, Boca Raton, Florida
33431, and Gary O. Marino ("Executive").
WHEREAS, the Company believes it is
_____________
RailAmerica, Inc – Suite 1200
West Palm Beach, Florida 33401
Attention: Domenick R. Licoce, Esq.
And
301 Yamato Road
Suite 222
Boca Raton, Florida 33431
If to the Company: With a copy to:
RailAmerica, Inc . Gunster, Yoakley, Valdes-Fauli &
301 Yamato Road Stewart, P.A.
Suite 222 Phillips Point, Suite 500 East
Boca Raton, Florida 33431 777 South Flagler Drive
Attention: Chairman, West Palm
_____________
RAILAMERICA, INC – regard to
principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ Donald D. Redfearn RAILAMERICA, INC .
-------------------------
Donald D. Redfearn
Secretary
By: /s/ Charles Swinburn
-------------------------------------
Charles Swinburn, Chairman Audit and
Compensation Committee
/s/ Gary O. Marino
-----------------------------------------
/s/ Mary Shulman Gary O. Marino
-------------------------
Witness
/s/ Dorothy Singer
-------------------------
_____________
RAILAMERICA, INC – s/ Charles Swinburn
-------------------------------------
Charles Swinburn, Chairman Audit and
Compensation Committee
/s/ Gary O. Marino
-----------------------------------------
/s/ Mary Shulman Gary O. Marino
-------------------------
Witness
/s/ Dorothy Singer
-------------------------
Witness
10
{PAGE} 11
EXHIBIT A
RAILAMERICA, INC .
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), made as of the 11th day of
November, 1994, between RailAmerica, Inc., a Delaware corporation (the
"Company"), and Gary O. Marino (
_____________
RailAmerica, Inc – Witness
/s/ Dorothy Singer
-------------------------
Witness
10
{PAGE} 11
EXHIBIT A
RAILAMERICA, INC.
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (the "Agreement"), made as of the 11th day of
November, 1994, between RailAmerica, Inc ., a Delaware corporation (the
"Company"), and Gary O. Marino (the "Optionee").
WHEREAS, the Company has retained the Optionee to render certain
services to the Consolidated Group pursuant to the
_____________
dt 1491569
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Executive Employment Agreement
Executive Employment Agreement (39K)
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EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") made as of the
1st day of January, 2000, between RailAmerica, Inc., a Delaware corporation (the
"Company"), having an office at Boca Raton, Florida, and Gary O. Marino
("Executive").
WHEREAS, the Company believes it is in the best interests of the
Company and its subsidiaries and affiliates (collectively, the "Consolidated
Group") to employ Executive, and Executive desires to be employed by the
Company; and
WHEREAS, the Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board") has approved of the terms of this
Agreement as of the date set forth above; and
WHEREAS, the Company and Executive desire to set forth the terms and
conditions on which Executive shall be employed by the Company and provide his
services to the Consolidated Group.
NOW, THEREFORE, for good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:
1. EMPLOYMENT. The Company hereby employs Executive, and Executive
hereby accepts such employment, all upon the terms and conditions hereinafter
set forth.
2. TERM. Unless sooner terminated pursuant to the provisions of this
Agreement, the initial term of employment under this Agreement shall be for a
period commencing as of January 1, 2000 and ending December 31, 2002 (the
"Employment Period"). The Employment Period shall be extended automatically for
one (1) year periods after the initial term under this Agreement and the end of
each one-year period thereafter, so that there shall be successive one-year
terms of employment under this Agreement commencing on January 1, 2003, unless
the Company or Executive gives written notice of non-extension to the other
party not less than one hundred eighty (180) days prior to the end of the
Employment Period. References herein to the "Employment Period" shall refer to
both such initial term and each such successive term.
3. BASE SALARY. Executive shall be entitled to receive a base salary
from the Company during the Employment Period (the "Base Salary") at the rate of
Four Hundred and Fifty Thousand Dollars ($450,000.00) per annum. In the event of
the merger of RailAmerica and RailTex and on the date of the merger, the Base
Salary shall become Five Hundred and Fifty Thousand Dollars ($550,000.00) per
annum, retroactive to January 1, 2000. The Base Salary shall be payable in
accordance with the current normal payroll policies of the Company, which
policies may be changed by the Company from time to time in its sole discretion,
and shall be subject to all appropriate withholding taxes. Effective each
January 1 during the Employment Period, commencing with January 1, 2001, the
Base Salary shall be increased by such percentage as corresponds to any annual
percentage increase in the consumer price index reported in "U.S. City Average:
All items, "under the table entitled "Consumer Price Index for All Urban
Consumers" (1967 equals 100), as published by the U.S. Department of Labor,
Bureau of Labor Statistics (the "Index"), calculated by multiplying the Base
Salary for the immediately preceding year by a fraction, the numerator of which
is the Index number for October 1 of the next preceding year. In addition to any
annual increases in the Base Salary as a result of changes in the Index, the
Base Salary shall be subject to annual reviews and upward adjustments, effective
each January 1 during the Employment Period, commencing with January 1, 2001, in
the sole discretion of the Committee. The Committee shall meet and determine the
upward adjustment, if any, to the Base Salary no later than the December 15
immediately preceding each January 1 during the Employment Period. An adjustment
to the Base Salary shall not be deemed a modification, amendment or waiver of
this Agreement except as the term "Base Salary" is used in this Agreement; all
other provisions of this Agreement shall, in that case, remain in full force and
effect.
4. GENERAL BONUSES. Executive shall participate, with respect to each
full fiscal year during the Employment Period, beginning with the fiscal year
ending December 31, 2000, in the Company's Corporate Senior Executive Bonus
{PAGE} 2
Plan, which shall remain in effect during the entire Employment Period, subject
to such amendments, modifications, supplements or other changes as shall be
determined at any time, or from time to time, by the Committee.
5. OPTION GRANTS. Upon execution of this Agreement, the Company shall
grant to Executive options to purchase five hundred thousand (500,000) shares of
Common Stock, exercisable at $9.00 per share in three equal increments on
January 1, 2000, January 1, 2001, and January 1, 2002. The options shall have a
term of ten (10) years and such additional terms and conditions as set forth in
an option agreement between the Company and Executive in the form attached
hereto as Exhibit "A" (the "Stock Option Agreement"). Executive agrees to
execute such documentation and make such representations and acknowledgements as
may be reasonably necessary to permit the issuance and purchase of the shares in
compliance with federal and state securities laws and requirements of the Nasdaq
National Market.
6. OTHER BONUS OR INCENTIVE PAYMENTS. Executive shall, at all times
during the Employment Period, be eligible to receive, in addition to the Base
Salary, bonuses and other benefits provided for hereunder, additional bonuses,
stock options or grants, stock appreciation rights or other incentive payments
to be determined as to the amount and time of payment by the Committee.
7. BENEFITS.
(a) VACATION. For each twelve-month period from January 1 to
December 31 during the Employment Period, Executive shall be entitled to five
(5) weeks of vacation without loss of compensation or other benefits to which he
358039
|
RailAmerica
As referenced in this Executive Employment Agreement:
RailAmerica, Inc – EMPLOYMENT AGREEMENT/ GARY O. MARINO
{TEXT}
{PAGE} 1
EXHIBIT 10.79
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") made as of the
1st day of January, 2000, between RailAmerica, Inc ., a Delaware corporation (the
"Company"), having an office at Boca Raton, Florida, and Gary O. Marino
("Executive").
WHEREAS, the Company believes it is in the best interests of the
_____________
RailAmerica, Inc – 1200
West Palm Beach, Florida 33401
and Attention: Domenick R. Licoce, Esq.
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
If to the Company: With a copy to:
RailAmerica, Inc . RailAmerica, Inc.
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/
_____________
RailAmerica, Inc – Palm Beach, Florida 33401
and Attention: Domenick R. Licoce, Esq.
5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487
If to the Company: With a copy to:
RailAmerica, Inc. RailAmerica, Inc .
5100 Broken Sound Blvd., N.W. 5100 Broken Sound Blvd., N.W.
Boca Raton, Florida 33487 Boca Raton, Florida 33487
Attention: Chairman, Compensation Committee Attention: General Counsel
{/TABLE}
or
_____________
RAILAMERICA, INC – regard to principles of
conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/S/ DONALD D. REDFEARN RAILAMERICA, INC .
-------------------------
Donald D. Redfearn
Secretary
By: /s/ CHARLES SWINBURN
----------------------------------------
Charles Swinburn, Chairman Audit and
Compensation Committee
/s/ GARY O. MARINO
----------------------------------------
/s/ DOROTHY SINGER Gary O. Marino
-------------------------
Witness
/s/ VIVIAN TRAPNELL
-------------------------
_____________
dt 1491570
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Employment Agreement
Employment Agreement (49K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 9th day of February, 2004, by and between The Kansas City Southern Railway Company, a Missouri corporation (�Railway�), Kansas City Southern, a Delaware corporation (�KCS�) and Mark W. Osterberg, an individual (�Executive�).
WHEREAS, Executive has been offered employment by Railway, and Railway, KCS and Executive desire for Railway to continue to employ Executive on the terms and conditions set forth in this Agreement and to provide an incentive to Executive to remain in the employ of Railway . . .
358080
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – 10.18 6 dex1018.htm EMPLOYMENT AGREEMENT
Exhibit 10.18
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 9th day of February, 2004, by and between The Kansas City Southern Railway Company, a Missouri corporation (Railway), Kansas City Southern, a Delaware corporation (KCS) and Mark W. Osterberg, an individual (Executive).
WHEREAS, Executive has been offered employment by Railway, and Railway,
_____________
Kansas City Southern, – 18
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 9th day of February, 2004, by and between The Kansas City Southern Railway Company, a Missouri corporation (Railway), Kansas City Southern, a Delaware corporation (KCS) and Mark W. Osterberg, an individual (Executive).
WHEREAS, Executive has been offered employment by Railway, and Railway, KCS and Executive desire for Railway to continue
_____________
KANSAS CITY SOUTHERN – terms of Executives employment or severance arrangements.
18
IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement as of the 9th day of February 2004.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By:
/s/ Michael R. Haverty
Michael R. Haverty, Chairman, President, & CEO
KANSAS CITY SOUTHERN
By:
/s/ Michael R. Haverty
Michael R. Haverty, Chairman, President, & CEO
EXECUTIVE
_____________
KANSAS CITY SOUTHERN
– Amended and Restated Agreement as of the 9th day of February 2004.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By:
/s/ Michael R. Haverty
Michael R. Haverty, Chairman, President, & CEO
KANSAS CITY SOUTHERN
By:
/s/ Michael R. Haverty
Michael R. Haverty, Chairman, President, & CEO
EXECUTIVE
By:
/s/ Mark W. Osterberg
Mark W. Osterberg
19
Appendix A
WAIVER AND RELEASE
In consideration
_____________
Kansas City Southern – Osterberg
Mark W. Osterberg
19
Appendix A
WAIVER AND RELEASE
In consideration of the benefits described in the Employment Agreement, I do hereby fully waive all claims and release The Kansas City Southern Railway Company (KCSR), and its affiliates, parents, subsidiaries, successors, assigns, directors and officers, fiduciaries, employees and agents, as well as any employee benefit plans from liability and damages related in
_____________
dt 1364251
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Employment Agreement [Amendment No. 1]
Employment Agreement [Amendment No. 1] (4K)
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Ronald G. Russ, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain Employment
Agreement dated June 1, 2002 (the "Employment Agreement"), pursuant to which
Railway employed Executive as Senior Vice President & Chief Financial Officer;
WHEREAS, as of January 16, 2003 (the "Effective Date"), Executive assumed
the role of Executive Vice President & Chief Financial Officer for Railway (the
"Promotion"); and
WHEREAS, Railway, KCSI and Executive desire to amend the Employment
Agreement to provide for certain changes to the Employment Agreement
necessitated by the Promotion.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
358108
|
Kansas City
As referenced in this Employment Agreement [Amendment No. 1]:
Kansas City Southern – TEXT}
{PAGE}
Exhibit 10.14.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Ronald G. Russ, an
individual ("Executive").
WHEREAS, Railway,
_____________
Kansas City Southern, – EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Ronald G. Russ, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain
_____________
Kansas City Southern – Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Ronald G. Russ, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain Employment
Agreement dated June 1, 2002 (the "Employment Agreement"), pursuant
_____________
KANSAS CITY SOUTHERN – instrument.
{PAGE}
Exhibit 10.14.1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
RAILWAY:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By: /s/ Michael R. Haverty
----------------------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
KCSI:
KANSAS CITY SOUTHERN
By: /s/ Michael R. Haverty
----------------------------------------------
Name: Michael R. Haverty
Title: Chairman,
_____________
KANSAS CITY SOUTHERN
– as of the day and year first written above.
RAILWAY:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By: /s/ Michael R. Haverty
----------------------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
KCSI:
KANSAS CITY SOUTHERN
By: /s/ Michael R. Haverty
----------------------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
EXECUTIVE:
By: /s/ Ronald G. Russ
----------------------------------------------
Name: Ronald G. Russ
-2-
{/TEXT}
{/DOCUMENT}
_____________
dt 1364261
;
| Ronald G. Russ
|
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Employment Agreement
Employment Agreement (48K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of September,
2001, by and between The Kansas City Southern Railway Company, a Missouri
corporation ("Railway"), Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Jerry W. Heavin, an individual ("Executive").
WHEREAS, Railway, KCSI and Executive desire for Railway to employ
Executive on the terms and conditions set forth in this Agreement and to provide
an incentive to Executive to remain in the employ of Railway hereafter,
particularly in the event of any change in control (as herein defined) of KCSI,
or Railway, thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Railway, KCSI and Executive as
follows:
1. Employment. Railway hereby continues the employment of Executive as
its Vice President Engineering, to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties, powers and
responsibilities as may be prescribed or delegated from time to time by the
President or other officer to whom Executive reports, subject to the powers
vested in the Railway Board and in the stockholder of Railway. Executive shall
faithfully perform his duties under this Agreement to the best of his ability
and shall devote substantially all of his working time and efforts to the
business and affairs of Railway and its affiliates.
-1-
{PAGE}
Exhibit 10.15
2. Compensation.
(a) Base Compensation. Railway shall pay Executive as compensation
for his services hereunder an annual base salary at the rate of $150,000. Such
rate shall not be increased prior to January 1, 2002 and shall not be reduced
except as agreed by the parties or except as part of a general salary reduction
program imposed by Railway for non-union employees and applicable to all
officers of Railway.
(b) Incentive Compensation. For the year 2001, Executive shall not
be entitled to participate in the Railway Incentive Compensation Plan.
3. Benefits. During the period of his employment hereunder, Railway
shall provide Executive with coverage under such benefit plans and programs as
are made generally available to similarly situated employees of Railway,
provided (a) Railway shall have no obligation with respect to any plan or
program if Executive is not eligible for coverage thereunder, and (b) Executive
acknowledges that stock options and other stock and equity participation awards
are granted in the discretion of the Board of Directors of KCSI (the "KCSI
Board") or the Compensation Committee of the KCSI Board and that Executive has
no right to receive stock options or other equity participation awards or any
particular number or level of stock options or other awards. In determining
contributions, coverage and benefits under any disability insurance policy and
under any cash compensation-based plan provided to Executive by Railway, it
shall be assumed that the value of Executive's annual compensation, pursuant to
this Agreement, is 145% of Executive's annual base salary. Executive
acknowledges that all rights and benefits under benefit plans and programs shall
be governed by the official text of each plan or program and not by any summary
or description thereof or any provision of this Agreement (except to the extent
that this Agreement expressly modifies such benefit plans or programs) and that
none of KCSI, nor
-2-
{PAGE}
Exhibit 10.15
Railway is under any obligation to continue in effect or to fund any such plan
or program, except as provided in Paragraph 7 hereof.
4. Termination.
(a) Termination by Executive. Executive may terminate this
Agreement and his employment hereunder by at least thirty (30) days advance
written notice to Railway, except that in the event of any material breach of
this Agreement by Railway, Executive may terminate this Agreement and his
employment hereunder immediately upon notice to Railway.
(b) Death or Disability. This Agreement and Executive's employment
hereunder shall terminate automatically on the death or disability of Executive,
except to the extent employment is continued under Railway's disability plan.
For purposes of this Agreement, Executive shall be deemed to be disabled if he
qualifies for disability benefits under Railway's long-term disability plan.
(c) Termination by Railway For Cause. Railway may terminate this
Agreement and Executive's employment "for cause" immediately upon notice to
Executive. For purposes of this Agreement (except for Paragraph 7), termination
"for cause" shall mean termination based upon any one or more of the following:
(i) Any material breach of this Agreement by Executive;
(ii) Executive's dishonesty involving Railway, KCSI, or any
subsidiary of Railway, or KCSI;
(iii) Gross negligence or willful misconduct in the
performance of Executive's duties as determined in good faith by the
Railway Board;
(iv) Willful failure by Executive to follow reasonable
instructions of the President or other officer to whom Executive reports;
(v) Executive's fraud or criminal activity; or
-3-
{PAGE}
Exhibit 10.15
(vi) Embezzlement or misappropriation by Executive.
(d) Termination by Railway Other Than For Cause.
(i) Railway may terminate this Agreement and Executive's
employment other than for cause immediately upon notice to Executive, and
in such event, Railway shall provide severance benefits to Executive in
accordance with Paragraph 4(d)(ii) below.
(ii) Unless the provisions of Paragraph 7 of this Agreement
are applicable, if Executive's employment is terminated under Paragraph
4(d)(i), Railway shall continue, for a period of one (1) year following
such termination, (a) to pay to Executive as severance pay a monthly
amount equal to one-twelfth (1/12th) of the annual base salary referenced
in Paragraph 2(a) above, at the rate in effect immediately prior to
termination, and, (b) to reimburse Executive for the cost (including state
and federal income taxes payable with respect to this reimbursement) of
continuing the health insurance coverage provided pursuant to this
Agreement or obtaining health insurance coverage comparable to the health
insurance provided pursuant to this Agreement, and obtaining coverage
comparable to the life insurance provided pursuant to this Agreement,
unless Executive is provided comparable health or life insurance coverage
in connection with other employment. The foregoing obligations of Railway
shall continue until the end of such one (1) year period notwithstanding
the death or disability of Executive during said period (except, in the
event of death, the obligation to reimburse Executive for the cost of life
358109
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – DATED 9/1/2001 - HEAVIN
{TEXT}
{PAGE}
Exhibit 10.15
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of September,
2001, by and between The Kansas City Southern Railway Company, a Missouri
corporation ("Railway"), Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Jerry W. Heavin, an individual ("Executive").
WHEREAS, Railway, KCSI and Executive desire for Railway
_____________
Kansas City Southern – 15
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 1st day of September,
2001, by and between The Kansas City Southern Railway Company, a Missouri
corporation ("Railway"), Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Jerry W. Heavin, an individual ("Executive").
WHEREAS, Railway, KCSI and Executive desire for Railway to employ
Executive on the terms and conditions set
_____________
KANSAS CITY SOUTHERN – terms of Executive's employment or severance arrangements.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Agreement as of the 1st day of August 2001.
THE KANSAS CITY SOUTHERN RAILWAY
COMPANY
By /s/ Michael R. Haverty
---------------------------------
Michael R. Haverty
President and CEO
EXECUTIVE
/s/ Jerry W. Heavin
---------------------------------
Jerry W. Heavin
-22-
{/TEXT}
{/DOCUMENT}
_____________
dt 1364262
| |
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Employment Agreement [Amendment No. 1]
Employment Agreement [Amendment No. 1] (4K)
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Jerry W. Heavin, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain
Employment Agreement dated September 1, 2001 (the "Employment Agreement"),
pursuant to which Railway employed Executive as Vice President of Engineering;
WHEREAS, as of July 9, 2002 (the "Effective Date"), Executive assumed the
role of Senior Vice President Operations for Railway (the "Promotion"); and
WHEREAS, Railway, KCSI and Executive desire to amend the Employment
Agreement to provide for certain changes to the Employment Agreement
necessitated by the Promotion.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
358110
|
Kansas City
As referenced in this Employment Agreement [Amendment No. 1]:
Kansas City Southern – TEXT}
{PAGE}
Exhibit 10.15.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Jerry W. Heavin, an
individual ("Executive").
WHEREAS, Railway,
_____________
Kansas City Southern, – EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Jerry W. Heavin, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain
_____________
Kansas City Southern – Amendment") dated this
14th day of March 2003 by and between The Kansas City Southern Railway Company,
a Missouri corporation ("Railway"), Kansas City Southern, a Delaware corporation
f/k/a Kansas City Southern Industries, Inc. ("KCSI"), and Jerry W. Heavin, an
individual ("Executive").
WHEREAS, Railway, KCSI and Executive are parties to that certain
Employment Agreement dated September 1, 2001 (the "Employment Agreement"),
pursuant
_____________
KANSAS CITY SOUTHERN – constitute one and
the same instrument.
[ IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
RAILWAY:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By: /s/ Michael R. Haverty
---------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
KCSI:
KANSAS CITY SOUTHERN
By: /s/ Michael R. Haverty
---------------------------------
Name: Michael R. Haverty
Title: Chairman,
_____________
KANSAS CITY SOUTHERN
– as of the day and year first written above.
RAILWAY:
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By: /s/ Michael R. Haverty
---------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
KCSI:
KANSAS CITY SOUTHERN
By: /s/ Michael R. Haverty
---------------------------------
Name: Michael R. Haverty
Title: Chairman, President & CEO
EXECUTIVE:
By: /s/ Jerry W. Heavin
---------------------------------
Name: Jerry W. Heavin
-2-
{/TEXT}
{/DOCUMENT}
_____________
dt 1364263
;
| Jerry W. Heavin
|
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Employment Agreement
Employment Agreement (49K)
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, and Railway, KCSI and
Executive desire for Railway to continue to employ Executive on the terms and
conditions set forth in this Agreement and to provide an incentive to Executive
to remain in the employ of Railway hereafter, particularly in the event of any
change in control (as herein defined) of KCSI, Railway or Kansas City Southern
Lines, Inc., thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Railway, KCSI and Executive as
follows:
1. Employment. Railway hereby employs Executive as its Vice President
Forest Products Business Unit, to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties, powers and
responsibilities as may be prescribed or delegated from time to time by the
President or other officer to whom Executive reports, subject to the powers
vested in the Railway Board and in the stockholder of Railway. Executive shall
faithfully perform his duties under this Agreement to the best of his ability
and shall devote substantially all of his working time and efforts to the
business and affairs of Railway and its affiliates.
-1-
{PAGE}
Exhibit 10.16
2. Compensation.
(a) Base Compensation. Railway shall pay Executive as compensation
for his services hereunder an annual base salary at the rate approved by the
KCSI Compensation Committee. Such rate shall not be increased prior to January
1, 2002 and shall not be reduced except as agreed by the parties or except as
part of a general salary reduction program imposed by Railway for non-union
employees and applicable to all officers of Railway.
(b) Incentive Compensation. For the years 2000 and 2001, Executive
shall not be entitled to participate in the Railway Incentive Compensation Plan.
3. Benefits. During the period of his employment hereunder, Railway shall
provide Executive with coverage under such benefit plans and programs as are
made generally available to similarly situated employees of Railway, provided
(a) Railway shall have no obligation with respect to any plan or program if
Executive is not eligible for coverage thereunder, and (b) Executive
acknowledges that stock options and other stock and equity participation awards
are granted in the discretion of the Board of Directors of KCSI (the "KCSI
Board") or the Compensation Committee of the KCSI Board and that Executive has
no right to receive stock options or other equity participation awards or any
particular number or level of stock options or other awards. In determining
contributions, coverage and benefits under any disability insurance policy and
under any cash compensation-based plan provided to Executive by Railway, it
shall be assumed that the value of Executive's annual compensation, pursuant
to this Agreement, is 145% of Executive's annual base salary. Executive
acknowledges that all rights and benefits under benefit plans and programs shall
be governed by the official text of each plan or program and not by any summary
or description thereof or any provision of this Agreement (except to the extent
that this Agreement expressly modifies such benefit plans or programs) and that
none of KCSI, KCSL nor
-2-
{PAGE}
Exhibit 10.16
Railway is under any obligation to continue in effect or to fund any such plan
or program, except as provided in Paragraph 7 hereof.
4. Termination.
(a) Termination by Executive. Executive may terminate this Agreement
and his employment hereunder by at least thirty (30) days advance written notice
to Railway, except that in the event of any material breach of this Agreement by
Railway, Executive may terminate this Agreement and his employment hereunder
immediately upon notice to Railway.
(b) Death or Disability. This Agreement and Executive's
employment hereunder shall terminate automatically on the death or disability of
Executive, except to the extent employment is continued under Railway's
disability plan. For purposes of this Agreement, Executive shall be deemed to be
disabled if he qualifies for disability benefits under Railway's long-term
disability plan.
(c) Termination by Railway For Cause. Railway may terminate this
Agreement and Executive's employment "for cause" immediately upon notice to
Executive. For purposes of this Agreement (except for Paragraph 7), termination
"for cause" shall mean termination based upon any one or more of the following:
(i) Any material breach of this Agreement by Executive;
(ii) Executive's dishonesty involving Railway, KCSI, KCSL or any
subsidiary of Railway, KCSI or KCSL;
(iii) Gross negligence or willful misconduct in the performance
of Executive's duties as determined in good faith by the Railway Board;
(iv) Willful failure by Executive to follow reasonable
instructions of the President or other officer to whom Executive reports;
(v) Executive's fraud or criminal activity; or
-3-
{PAGE}
Exhibit 10.16
(vi) Embezzlement or misappropriation by Executive.
(d) Termination by Railway Other Than For Cause.
(i) Railway may terminate this Agreement and Executive's
employment other than for cause immediately upon notice to Executive, and
in such event, Railway shall provide severance benefits to Executive in
accordance with Paragraph 4(d)(ii) below.
(ii) Unless the provisions of Paragraph 7 of this Agreement are
applicable, if Executive's employment is terminated under Paragraph
4(d)(i), Railway shall continue, for a period of one (1) year following
such termination, (a) to pay to Executive as severance pay a monthly amount
equal to one-twelfth (1/12th) of the annual base salary referenced in
Paragraph 2(a) above, at the rate in effect immediately prior to
termination, and, (b) to reimburse Executive for the cost (including state
and federal income taxes payable with respect to this reimbursement) of
continuing the health insurance coverage provided pursuant to this
Agreement or obtaining health insurance coverage comparable to the health
insurance provided pursuant to this Agreement, and obtaining coverage
comparable to the life insurance provided pursuant to this Agreement,
unless Executive is provided comparable health or life insurance coverage
in connection with other employment. The foregoing obligations of Railway
shall continue until the end of such one (1) year period notwithstanding
the death or disability of Executive during said period (except, in the
358111
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – DATED 8/14/2000 - STEVENSON
{TEXT}
{PAGE}
Exhibit 10.16
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, and
_____________
Kansas City Southern – 16
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of this 14th day of August, 2000,
by and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern Industries, Inc., a Delaware corporation
("KCSI") and Larry O. Stevenson, an individual ("Executive").
WHEREAS, Executive is now employed by Railway, and Railway, KCSI and
Executive desire for Railway to continue
_____________
Kansas City Southern
– to provide an incentive to Executive
to remain in the employ of Railway hereafter, particularly in the event of any
change in control (as herein defined) of KCSI, Railway or Kansas City Southern
Lines, Inc., thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between
_____________
KANSAS CITY SOUTHERN – the parties with respect to the terms of Executive's employment or
severance arrangements.
IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Agreement as of (DATE).
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ Michael R. Haverty
------------------------------------------
Michael R. Haverty, President
EXECUTIVE
/s/ Larry O. Stevenson
------------------------------------------
Larry O. Stevenson
-23-
{/TEXT}
{/DOCUMENT}
_____________
dt 1364264
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Employment Agreement
Employment Agreement (47K)
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(Amended and Restated January 1, 2001)
THIS AGREEMENT, made and entered into as of this 1st day of January,
2001, by and between Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Louis G. Van Horn, an individual ("Executive").
WHEREAS, KCSI, Kansas City Southern Lines, Inc., a Missouri corporation
("KCSL") and Executive have heretofore entered into an Employment Agreement, as
amended and restated as of January 1, 1999 (the "Prior Agreement") pertaining to
the employment of Executive . . .
358114
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – TEXT}
{PAGE}
Exhibit 10.17
EMPLOYMENT AGREEMENT
(Amended and Restated January 1, 2001)
THIS AGREEMENT, made and entered into as of this 1st day of January,
2001, by and between Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Louis G. Van Horn, an individual ("Executive").
WHEREAS, KCSI, Kansas City Southern Lines, Inc., a Missouri corporation
("KCSL") and Executive have heretofore entered
_____________
Kansas City Southern – as of this 1st day of January,
2001, by and between Kansas City Southern Industries, Inc., a Delaware
corporation ("KCSI") and Louis G. Van Horn, an individual ("Executive").
WHEREAS, KCSI, Kansas City Southern Lines, Inc., a Missouri corporation
("KCSL") and Executive have heretofore entered into an Employment Agreement, as
amended and restated as of January 1, 1999 (the "Prior Agreement") pertaining to
the
_____________
Kansas City Southern – to provide an incentive to Executive to remain in the
employ of KCSI hereafter, particularly in the event of any change in control (as
herein defined) of KCSI or The Kansas City Southern Railway Company ("Railway"),
thereby establishing and preserving continuity of management of KCSI.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between
_____________
KANSAS CITY SOUTHERN – the terms
of Executive's employment or severance arrangements.
IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Agreement as of the 1st day of January, 2001.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ Michael R. Haverty
--------------------------------------
Michael R. Haverty, President & CEO
EXECUTIVE
/s/ Louis G. Van Horn
--------------------------------------
Louis G. Van Horn
-24-
{/TEXT}
{/DOCUMENT}
_____________
dt 1364265
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| 2002 |
Employment Agreement
Employment Agreement (46K)
Doc #358133: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-10.17
{SEQUENCE}12
{FILENAME}dex1017.txt
{DESCRIPTION}RONALD G. RUSS EMPLOYMENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of June, 2002, by
and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern, a Delaware corporation ("KCS") and Ronald G.
Russ, an individual ("Executive").
WHEREAS, Railway, KCS and Executive desire for Railway to employ Executive
on the terms and conditions set forth in this Agreement, and to provide an
incentive to Executive to remain in the employ of Railway hereafter,
particularly in the event of any change in control (as herein defined) of
Railway or KCS, thereby establishing and preserving continuity of management of
Railway.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between Railway, KCS and Executive as
follows:
1. Employment. Railway hereby employs Executive as its Senior Vice
President and Chief Financial Officer to serve at the pleasure of the Board of
Directors of Railway (the "Railway Board") and to have such duties, powers and
responsibilities as may be prescribed or delegated from time to time by the
President or other officer to whom Executive reports, subject to the powers
vested in the Railway Board and in the stockholder of Railway. Executive shall
faithfully perform his duties under this Agreement to the best of his ability
and shall devote substantially all of his working time and efforts to the
business and affairs of Railway and its affiliates.
2. Compensation.
(a) Base Compensation. Railway shall pay Executive as compensation for
his services hereunder an annual base salary at the rate approved by the
KCS Compensation Committee. Such rate shall not be increased prior to
January 1, 2003 and shall not be reduced except as agreed by the parties or
except as part of a general salary reduction program imposed by Railway for
non-union employees and applicable to all officers of Railway.
(b) Incentive Compensation. For the year 2002, Executive shall not be
entitled to participate in the Railway Incentive Compensation Plan.
3. Benefits. During the period of his employment hereunder, Railway shall
provide Executive with coverage under such benefit plans and programs as are
made generally available to similarly situated employees of Railway, provided
(a) Railway shall have no obligation with respect to any plan or program if
Executive is not eligible for coverage thereunder, and (b) Executive
acknowledges that stock options and other stock and equity participation awards
are granted in the discretion of the Board of Directors of KCS (the "KCS Board")
or the Compensation Committee of the KCS Board and that Executive has no right
to receive stock options or other equity participation awards or any particular
number or level of stock options or other awards. In determining contributions,
coverage and benefits under any disability insurance policy and under any cash
compensation-based plan provided to Executive by Railway, it shall be assumed
that the value of Executive's annual compensation, pursuant to this Agreement,
is 175% of Executive's annual base salary. Executive acknowledges that all
{PAGE}
rights and benefits under benefit plans and programs shall be governed by the
official text of each plan or program and not by any summary or description
thereof or any provision of this Agreement (except to the extent that this
Agreement expressly modifies such benefit plans or programs) and that neither
Railway nor KCS is under any obligation to continue in effect or to fund any
such plan or program, except as provided in Paragraph 7 hereof.
4. Termination.
(a) Termination by Executive. Executive may terminate this Agreement
and his employment hereunder by at least thirty (30) days advance written
notice to Railway, except that in the event of any material breach of this
Agreement by Railway, Executive may terminate this Agreement and his
employment hereunder immediately upon notice to Railway.
(b) Death or Disability. This Agreement and Executive's employment
hereunder shall terminate automatically on the death or disability of
Executive, except to the extent employment is continued under Railway's
disability plan. For purposes of this Agreement, Executive shall be deemed
to be disabled if he qualifies for disability benefits under Railway's
long-term disability plan.
(c) Termination by Railway For Cause. Railway may terminate this
Agreement and Executive's employment "for cause" immediately upon notice to
Executive. For purposes of this Agreement (except for Paragraph 7),
termination "for cause" shall mean termination based upon any one or more
of the following:
(i) Any material breach of this Agreement by Executive;
(ii) Executive's dishonesty involving Railway, KCS or any
subsidiary of Railway or KCS;
(iii) Gross negligence or willful misconduct in the performance
of Executive's duties as determined in good faith by the Railway
Board;
(iv) Willful failure by Executive to follow reasonable
instructions of the President or other officer to whom Executive
reports;
(v) Executive's fraud or criminal activity; or
(vi) Embezzlement or misappropriation by Executive.
(d) Termination by Railway Other Than For Cause.
(i) Railway may terminate this Agreement and Executive's
employment other than for cause immediately upon notice to Executive,
and in such event, Railway shall provide severance benefits to
Executive in accordance with Paragraph 4(d)(ii) below.
(ii) Unless the provisions of Paragraph 7 of this Agreement are
applicable, if Executive's employment is terminated under Paragraph
4(d)(i), Railway shall continue, for a period of one (1) year
following such termination, (a) to pay to Executive as severance pay a
monthly amount equal to one-twelfth (1/12th) of the annual base salary
referenced in Paragraph 2(a) above, at the rate in effect immediately
prior to termination, and, (b) to reimburse Executive for the cost
(including state and federal income taxes payable with respect to this
reimbursement) of continuing the health insurance coverage provided
pursuant to this Agreement or obtaining health insurance coverage
comparable to the health insurance provided pursuant to this
{PAGE}
Agreement, and obtaining coverage comparable to the life insurance
provided pursuant to this Agreement, unless Executive is provided
comparable health or life insurance coverage in connection with other
employment. The foregoing obligations of Railway shall continue until
the end of such one (1) year period notwithstanding the death or
disability of Executive during said period (except, in the event of
death, the obligation to reimburse Executive for the cost of life
358133
|
Kansas City
As referenced in this Employment Agreement:
Kansas City Southern – RONALD G. RUSS EMPLOYMENT AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of June, 2002, by
and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern, a Delaware corporation ("KCS") and Ronald G.
Russ, an individual ("Executive").
WHEREAS, Railway, KCS and Executive desire for Railway to employ
_____________
Kansas City Southern, – 17
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of the 1st day of June, 2002, by
and between The Kansas City Southern Railway Company, a Missouri corporation
("Railway"), Kansas City Southern, a Delaware corporation ("KCS") and Ronald G.
Russ, an individual ("Executive").
WHEREAS, Railway, KCS and Executive desire for Railway to employ Executive
on the terms and conditions set forth
_____________
KANSAS CITY SOUTHERN – respect to the terms of Executive's employment or
severance arrangements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 1st day of June, 2002.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By /s/ Michael R. Haverty
---------------------------------------------
Michael R. Haverty, Chairman, President & CEO
KANSAS CITY SOUTHERN
By /s/ Michael R. Haverty
---------------------------------------------
Michael R. Haverty, Chairman, President & CEO
EXECUTIVE
/s/ Ronald
_____________
KANSAS CITY SOUTHERN
– hereto have executed this Agreement as of
the 1st day of June, 2002.
THE KANSAS CITY SOUTHERN RAILWAY COMPANY
By /s/ Michael R. Haverty
---------------------------------------------
Michael R. Haverty, Chairman, President & CEO
KANSAS CITY SOUTHERN
By /s/ Michael R. Haverty
---------------------------------------------
Michael R. Haverty, Chairman, President & CEO
EXECUTIVE
/s/ Ronald G. Russ
----------------------------------------------
Ronald G. Russ
{/TEXT}
{/DOCUMENT}
_____________
dt 1364274
| |