Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into the 31st day of December 2008, by
and between DST Systems, Inc., a Delaware corporation ("DST") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, an individual ("Executive").
WHEREAS, Executive is now employed by DST, and DST and Executive desire for
DST 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 DST hereafter, particularly in the event of any Change in Control of DST (as
herein defined), thereby establishing and preserving continuity of management of
DST;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is agreed by and between DST and Executive as follows:
1. Employment. DST hereby continues the employment of Executive as its Vice
President, Chief Financial Officer, and Treasurer to serve at the pleasure of
the Board of Directors of DST (the "DST 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 DST Board and in the stockholders of DST. 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 DST and its affiliates.
2. Compensation.
(a) Base Compensation. DST shall pay Executive as compensation for his
services hereunder an annual base salary at the rate in effect at the time of
execution of this Agreement, subject to adjustment from time to time as agreed
by the parties.
(b) Incentive Compensation. DST shall include Executive as a
participant in any annual incentive program adopted by the Compensation
Committee of the DST Board under the DST Systems, Inc. 2005 Equity Incentive
Plan and any successor thereto ("DST Annual Incentive Program"). DST reserves
the right to change, revoke or terminate such plan or program at any time.
3. Benefits. During the period of his employment hereunder, DST shall
provide Executive with coverage under such benefit plans and programs as are
made generally available to executives serving on the Management Committee of
DST, provided (A) DST 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 DST Board or Compensation Committee 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. Executive acknowledges that all rights and benefits under benefit plans
and programs shall be governed by the official text of each such plan or program
and not by any summary or description thereof or any provision of this Agreement
and that DST is under no obligation to continue in effect or to fund any such
plan
or program, except as provided in Paragraph 7 hereof. DST also shall continue to
reimburse Executive for ordinary and necessary travel and other business
expenses in accordance with policies and procedures established by DST.
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 DST, except that in the event of any material breach of this Agreement by
DST, Executive may terminate this Agreement and his employment hereunder
immediately upon notice to DST; provided, however, that DST's obligation to pay
severance benefits shall be subject to Paragraph 7(e).
(b) Death or Disability. This Agreement and Executive's employment
hereunder shall terminate automatically on the death or disability of Executive.
For purposes of this Agreement, Executive shall be deemed to be disabled if he
is unable to engage in a significant portion of his normal duties for DST by
reason of any physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than six (6) months.
(c) Termination by DST For Cause. DST may terminate this Agreement and
Executive's employment "for cause" immediately upon notice to Executive. For
purposes of this Agreement, 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 DST or any subsidiary of
DST;
(iii) Gross negligence or willful misconduct in the performance
of Executive's duties as determined in good faith by the DST Board;
(iv) Willful failure by Executive to follow reasonable
instructions of the President or other officer to whom Executive
reports concerning the operations or business of DST or any subsidiary
of DST;
(v) Executive's fraud or criminal activity; or
(vi) Embezzlement or misappropriation by Executive.
(d) Termination by DST Other Than For Cause.
(i) DST may terminate this Agreement and Executive's employment
other than for cause immediately upon notice to Executive, and in such
event, DST shall provide severance benefits to Executive in accordance
with Paragraph 4(d)(ii) below.
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(ii) In the event of termination of Executive's employment under
Paragraph 4(d)(i), DST shall, (A) within sixty (60) days after such
termination, pay to Executive as severance a lump sum amount equal to
twelve (12) months of the annual base salary referenced in Paragraph
2(a) above at the rate in effect immediately prior to termination,
and, (B) for a period of twelve (12) months following such termination
(the "Period"), reimburse Executive for the cost (including federal,
state and local income taxes payable with respect to this
reimbursement) of obtaining coverage comparable to the health and life
insurance provided pursuant to this Agreement, unless Executive is
provided comparable coverage in connection with other employment. The
foregoing obligations of DST shall continue until the end of the said
twelve (12) month 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 insurance shall
not continue). Executive shall receive, on the payment due date as
provided in the DST Annual Incentive Program, any Annual Incentive
earned for the performance year in which Executive's employment
terminated; provided, however, that such award shall be prorated to
reflect only the portion of such performance year that precedes
Executive's termination. To the extent required by Code Section 409A
and guidance issued thereunder, such award shall be deferred in
accordance with any applicable deferral requirements and elections in
place with respect to such award and, to the extent deferred, such
award shall be paid pursuant to the terms of deferral procedures in
effect with respect to the DST Annual Incentive Program from time to
time. Notwithstanding the receipt during the Period of separation pay
as provided herein and the benefits that are generally available to
executive employees of DST during the Period, (a) Executive shall not
be entitled to accrue or receive such benefits during the Period
except as set forth herein and (b) any contributions and benefits
under applicable plans with respect to the year of termination shall
be based solely upon compensation paid to Executive for periods prior
to termination. In the year of termination, Executive shall be
entitled to participate in the DST 401(k) Profit Sharing Plan and the
DST Employee Stock Ownership Plan only if the Executive meets all
requirements of such plans for participation in such year.
5. Non-Disclosure. During the term of this Agreement and at all times after
any termination of this Agreement, Executive shall not, either directly or
indirectly, use or disclose any DST trade secret, except to the extent necessary
for Executive to perform his duties for DST while an employee. For purposes of
this Agreement, the term "DST trade secret" shall mean any information regarding
the business or activities of DST or any subsidiary or affiliate, including any
formula, pattern, compilation, program, device, method, technique, process,
customer list, technical information or other confidential or proprietary
information, that (a) derives independent economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use, and (b) is the subject of efforts of DST or its subsidiary or affiliate
that are reasonable under the circumstance to maintain its secrecy. In the event
of any breach of this Paragraph 5 by Executive, DST shall be entitled to
terminate any and all remaining severance benefits under Paragraph 4(d)(ii)
above and shall be entitled to pursue such other legal and equitable remedies as
may be available.
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6. Duties Upon Termination; Survival.
(a) Duties. Upon termination of this Agreement by DST or Executive for
any reason, Executive shall immediately return to DST all DST trade secrets
which exist in tangible form and shall sign such written resignations from all
positions as an officer, director or member of any committee or board of DST and
all direct and indirect subsidiaries and affiliates of DST as may be requested
by DST and shall sign such other documents and papers relating to Executive's
employment, benefits and benefit plans as DST may reasonably request.
(b) Survival. The provisions of Paragraphs 5 and 6(a) of this
Agreement shall survive any termination of this Agreement by DST or Executive,
and the provisions of Paragraph 4(d)(ii) shall survive any termination of this
Agreement by DST under Paragraph 4(d)(i).
7. Continuation of Employment Upon Change in Control.
(a) Continuation of Employment. Subject to the terms and conditions of
this Paragraph 7, in the event of a Change in Control of DST (as defined in
Paragraph 7(c)) at any time during the term of this Agreement, Executive will
remain in the employ of DST for a period of an additional three (3) years from
the date of such Change in Control of DST (the "Control Change Date"). In the
event of a Change in Control of DST, subject to the terms and conditions of this
▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ shall, for the three (3)-year period (the "Three-Year Period")
immediately following the Control Change Date, continue to employ Executive at
not less than the executive capacity Executive held immediately prior to the
Change in Control of DST. During the Three-Year Period, DST shall continue to
pay Executive salary on the same basis, at the same intervals, and at a rate not
less than that, paid to Executive at the Control Change Date.
(b) Benefits. During the Three-Year Period, Executive shall be
entitled to participate, on the basis of his executive position, in each of the
following plans (together, the "Specified Benefits") in existence, and in
accordance with the terms thereof, at the Control Change Date:
(i) any incentive compensation plan;
(ii) any benefit plan, and trust fund associated therewith,
related to (A) life, health, dental, disability, or accidental death
and dismemberment insurance, (B) profit sharing, thrift or deferred
savings (including deferred compensation, such as under Sec. 401(k)
plans), (C) retirement or pension benefits, (D) ERISA excess benefits
and (E) tax favored employee stock ownership (such as under ESOP,
TRASOP, TCESO or PAYSOP programs); and
(iii) any other benefit plans hereafter made generally available
to executives of Executive's level or to the employees of DST
generally;
or, in the alternative, DST shall provide other plans under which at least
equivalent compensation and benefits are available and in which Executive
continues to participate on a basis at least equivalent to his participation in
the DST plans in effect immediately prior to the
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Control Change Date. In addition, the change in control provisions of the
agreements and plans governing options, restricted shares, and other equity or
incentive awards granted to Executive under the 2005 Plan or any other award
plan of DST or its affiliates shall govern whether any such outstanding awards
become exercisable or payable or vest in connection with a change in control, as
defined in the applicable agreement or plan.
(c) Change in Control of DST(d) . For purposes of this Agreement,
a "Change in Control" shall be deemed to have occurred if:
(1) the Incumbent Directors cease for any reason to
constitute at least seventy-five percent (75%) of the directors
of DST then serving;
(2) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Exchange Act) other than DST or any
majority-owned subsidiary of DST, or an employee benefit plan of
DST or of any majority-owned subsidiary of DST shall have become
the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) directly or indirectly, of securities of DST
representing twenty percent (20%) or more (calculated in
accordance with Rule 13d-3) of the combined voting power of DST's
then outstanding Voting Securities; provided, however, that a
person's becoming such a beneficial owner shall not constitute a
Change in Control if such person is party to an agreement that
limits the ability of such person and its affiliates (as defined
in Rule 12b-2 under the Exchange Act) to obtain and exercise
control over the management and policies of DST;
(3) a Reorganization Transaction is consummated, other than
a Reorganization Transaction which results in the Voting
Securities of DST outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity)
at least sixty percent (60%) of the total voting power
represented by the Voting Securities of such surviving entity
outstanding immediately after the Reorganization Transaction, if
the voting rights of each Voting Security relative to the other
Voting Securities were not altered in the Reorganization
Transaction; or
(4) the stockholders of DST approve a plan of complete
liquidation of DST, other than in connection with a
Reorganization Transaction.
Notwithstanding the occurrence of any of the foregoing events, a Change in
Control shall not occur with respect to Executive if, in advance of such event,
Executive agrees in writing that such event shall not constitute a Change in
Control.
For purposes of this 7(c) and the definition of Change in Control, the
following terms have the meaning set forth below:
(1) "Incumbent Directors" means (i) an individual who was a
member of the DST Board on May 10, 2005 (effective date of the 2005
Plan); or (ii) an individual whose election, or nomination for
election by DST's stockholders, was approved by a vote of at least
seventy-five percent (75%) of the members of the DST Board then still
in office
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who were members of the DST Board on such effective date; or (iii)
individuals whose election, or nomination for election by DST's
stockholders, was approved by a vote of at least seventy-five percent
(75%) of the members of the DST Board then still in office who were
elected in the manner described in (i) or (ii) above; provided that no
director whose election was in connection with a proposed transaction
which, if consummated, would be a Change in Control shall be an
Incumbent Director.
(2) "Related Party" means (i) a majority-owned subsidiary of DST;
or (ii) an employee or group of employees of DST or of any
majority-owned subsidiary of DST; or (iii) an employee benefit plan of
DST or of any majority-owned subsidiary of DST; or (iv) a corporation
owned directly or indirectly by the stockholders of DST in
substantially the same proportion as their ownership of the voting
power of Voting Securities of DST.
(3) "Reorganization Transaction" means a merger, reorganization,
consolidation, or similar transaction or a sale of all or
substantially all of DST's assets other than any such sale which would
result in a Related Party owning or acquiring more than fifty percent
(50%) of the assets owned by DST immediately prior to the sale.
(4) "Voting Securities" of a corporation means securities of such
corporation that are entitled to vote generally in the election of
directors, but not including any other class of securities of such
corporation that may have voting power by reason of the occurrence of
a contingency.
(d) Termination After Control Change Date. Notwithstanding any
other provision of this Paragraph 7, at any time after the Control Change Date,
DST may, through its Board, terminate the employment of Executive (the
"Termination"), but within five (5) days after the Termination it shall pay to
Executive his full base salary through the Termination, to the extent not
theretofore paid, plus a lump sum amount (the "Special Severance Payment") equal
to the product of his annual base salary specified in Paragraph 2(a) hereof
multiplied by the number of years and any portion thereof remaining in the
Three-Year Period (or if the balance of the Three-Year Period after Termination
is less than one year, for one year, [hereinafter called the "Extended
Period"]). Specified Benefits to which Executive was entitled immediately prior
to Termination shall continue until the end of the Three-Year Period (or the
Extended Period, if applicable); provided that: (a) if any plan pursuant to
which Specified Benefits are provided immediately prior to Termination would not
permit continued participation by Executive after Termination, then DST shall
pay to Executive within five (5) days after Termination a lump sum payment equal
to the amount of Specified Benefits Executive would have received if Executive
had been fully vested and a continuing participant in such plan to the end of
the Three-Year Period or the Extended Period, if applicable; (b) if Executive
obtains new employment following Termination, then following any waiting period
applicable to participation in any plan of the new employer, Executive shall
continue to be entitled to receive benefits pursuant to this sentence only to
the extent such benefits would exceed those available to Executive under
comparable plans of the Executive's new employer (but Executive shall not be
required to repay any amounts then already received by him); and (c) Executive
shall receive in a lump sum the aggregate amount of the Annual Incentives that
would have been payable if DST had met Target goals for each year of the
Three-Year Period or, if applicable, the Extended Period (prorated for the final
performance year if the Three-Year Period or the Extended Period, as the case
may be, ends
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partially through such performance year); provided that the Annual Incentive for
the performance period in which Executive's employment terminated shall be paid
on the payment due date as provided in the DST Annual Incentive Program. To the
extent required by Code Section 409A and guidance issued thereunder, such award
shall be deferred in accordance with any applicable deferral requirements and
elections in place with respect to such award and, to the extent deferred, such
award shall be paid pursuant to the terms of deferral procedures in effect with
respect to the DST Annual Incentive Program from time to time.
(e) Resignation After Control Change Date. In the event of a
Change in Control of DST, thereafter, upon good reason (as defined below),
Executive may, at any time during the Three-Year Period or the Extended Period,
in his sole discretion, resign his employment with DST only if: (i) Executive
provides written notice to the Secretary of DST within ninety (90) days after
the initial occurrence of a good reason event describing in detail the event and
stating that Executive's employment will terminate upon a specified date in such
notice (the "Good Reason Termination Date"), which date is not earlier than
thirty (30) days after the date such notice is provided to DST (the "Notice
Delivery Date") and not later than ninety (90) days after the Notice Delivery
Date, and (ii) DST does not remedy the event prior to the Good Reason
Termination Date. Within five (5) days after the Good Reason Termination Date,
DST shall pay to Executive his full base salary through the Good Reason
Termination Date, to the extent not theretofore paid, plus a lump sum amount
equal to the Special Severance Payment (computed as provided in the first
sentence of Paragraph 7(d), except that for purposes of such computation all
references to "Termination" shall be deemed to be references to "Good Reason
Termination Date"). Upon the Good Reason Termination Date of Executive,
Specified Benefits to which Executive was entitled immediately prior to the Good
Reason Termination Date shall continue on the same terms and conditions as
provided in Paragraph 7(d) in the case of Termination (including equivalent
payments provided for therein). For purposes of this Agreement, Executive shall
have "good reason" if there occurs without his consent: (a) a material reduction
in the character of the duties assigned to Executive or in Executive's level of
work responsibility or conditions; (b) a material reduction in Executive's base
salary as in effect immediately prior to the Control Change Date or as the same
may have been increased thereafter; (c) the material relocation of the principal
executive offices of DST or its successor to a location outside the metropolitan
area of Kansas City, Missouri or requiring Executive to be based anywhere other
than DST's principal executive office, except for required travel on DST's
business to an extent substantially consistent with Executive's obligations
immediately prior to the Control Change Date; or (d) any material breach by DST
of this Agreement to the extent not previously specified; provided, however,
that Executive shall not have "good reason" under this subparagraph (d) based on
a breach of Paragraph 7(b) if participation in any plan of the type referred to
in Paragraph 7(b) in effect as of the Control Change Date is immaterial or
benefits to Executive from participation in such plans are not reduced by more
than ten percent (10%) in the aggregate.
(f) Termination for Cause After Control Change Date.
Notwithstanding any other provision of this Paragraph 7, at any time after the
Control Change Date, Executive may be terminated by DST "for cause" without
notice and without any payment hereunder only if such termination is for an act
of dishonesty by Executive constituting a felony under the laws of the State of
Missouri which resulted or was intended to result in gain or personal enrichment
of Executive at DST's expense.
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(g) Gross-Up Provision. If any portion of any payments received
by Executive from DST on or after the Control Change Date (whether payable
pursuant to the terms of this Agreement or any other plan, agreement or
arrangement with DST, its successors or any person whose actions result in a
Change of Control of DST), shall be subject to the tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended, or any successor statutory
provision ("Parachute Payments"), DST shall pay to Executive, within five (5)
days after Executive's Termination or Good Reason Termination Date such
additional amounts as are necessary so that, after taking into account any tax
imposed by such Section 4999 or any successor statutory provision on any such
Parachute Payments (as well as any income tax or Section 4999 tax on payments
made pursuant to this sentence), Executive is in the same after-tax position
that Executive would have been in if such Section 4999 or any successor
statutory provision did not apply and no payments were made pursuant to this
sentence.
(h) Mitigation and Expenses.
(i) Other Employment. After the Control Change Date,
Executive shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other
employment or otherwise and except as expressly set forth herein
no such other employment, if obtained, or compensation or
benefits payable in connection therewith shall reduce any amounts
or benefits to which Executive is entitled hereunder.
(ii) Expenses. If any dispute should arise under this
Agreement after the Control Change Date involving an effort by
Executive to protect, enforce or secure rights or benefits
claimed by Executive hereunder, DST shall pay (promptly upon
demand by Executive accompanied by reasonable evidence of
incurrence) all reasonable expenses (including attorneys' fees)
incurred by Executive in connection with such dispute, without
regard to whether Executive prevails in such dispute except that
Executive shall repay DST any amounts so received if a court
having jurisdiction shall make a final, nonappealable
determination that Executive acted frivolously or in bad faith by
such dispute. To assure Executive that adequate funds will be
made available to discharge DST's obligations set forth in the
preceding sentence, DST has established a trust and upon the
occurrence of a Change in Control of DST shall promptly deliver
to the trustee of such trust to hold in accordance with the terms
and conditions thereof that sum which the Board shall have
determined is reasonably sufficient for such purpose.
(i) Successors in Interest. The rights and obligations of
Executive and DST under this Paragraph 7 shall inure to the benefit of and be
binding in each and every respect upon the direct and indirect successors and
assigns of DST and Executive, regardless of the manner in which such successors
or assigns shall succeed to the interest of DST or Executive hereunder, and this
Paragraph 7 shall not be terminated by the voluntary or involuntary dissolution
of DST or by any merger or consolidation or acquisition involving DST, or upon
any transfer of all or substantially all of DST's assets, or terminated
otherwise than in accordance with its terms. In the event of any such merger or
consolidation or transfer of assets, the provisions of this
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Paragraph 7 shall be binding upon and shall inure to the benefit of the
surviving corporation or the corporation or other person to which such assets
shall be transferred.
(j) Prevailing Provisions. On and after the Control Change Date,
the provisions of this Paragraph 7 shall control and take precedence over any
other provisions of this Agreement which are in conflict with or address the
same or a similar subject matter as the provisions of this Paragraph 7.
8. Notice. Notices and all other communications to either party pursuant to
this Agreement shall be in writing and shall be deemed to have been given when
personally delivered, delivered by telecopy or deposited in the United States
mail by certified or registered mail, postage prepaid, addressed, in the case of
DST, to DST, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Corporate Secretary, or, in the case of the Executive, to him at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, or to such other address as a party shall designate
by notice to the other party.
9. Amendment. No provision of this Agreement may be amended, modified,
waived or discharged unless such amendment, waiver, modification or discharge is
agreed to in a writing signed by Executive and the President of DST. No waiver
by either party hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the time or at any prior or subsequent time.
10. Successors and Assigns; Assignment by Executive Prohibited. The rights
and obligations of DST under this Agreement shall inure to the benefit of and
shall be binding upon the successors and assigns of DST. Except as provided in
Paragraph 7(i), neither this Agreement nor any of the payments or benefits
hereunder may be pledged, assigned or transferred by Executive either in whole
or in part in any manner, without the prior written consent of DST.
11. Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.
12. Controlling Law and Jurisdiction. The validity, interpretation and
performance of this Agreement shall be subject to and construed under the laws
of the State of Missouri, without regard to principles of conflicts of law.
13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof, except this Agreement does
not supersede any Officer Indemnification Agreement between DST and Executive.
14. Code Section 409A.
(a) To extent that the Executive would otherwise be entitled to any
payment or benefit under this Agreement or any plan or arrangement of DST or its
affiliates, that
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constitutes "deferred compensation" subject to Section 409A of the Code
("Section 409A") and that if paid during the six months beginning on the date of
Executive's termination of employment would be subject to additional taxes and
penalties under Section 409A ("409A Penalties") because the Executive is a
"specified employee" (within the meaning of Section 409A and as determined from
time to time by the Compensation Committee of DST), the payment will be paid to
the Executive on the earliest of the six-month anniversary of the termination of
employment, a change in ownership or effective control of DST (within the
meaning of Section 409A) or the Executive's death. In addition, any payment or
benefit due upon a termination of employment that represents a "deferral of
compensation" within the meaning of Section 409A shall be paid or provided to
the Executive only upon a "separation from service" as defined in Treas. Reg.
1.409A-1(h). To the extent applicable, each severance payment made under this
Agreement shall be deemed to be separate payments, and amounts payable under
this Agreement shall be deemed not to be a "deferral of compensation" subject to
Section 409A to the extent provided in the exceptions in Treas. Reg.
1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans,"
including the exception under subparagraph (iii)) and other applicable
provisions of Treas. Reg. 1.409A-1 through 1.409A-6.
(b) Except as otherwise expressly provided herein, to the extent any
expense reimbursement or the provision of any in-kind benefit under this
Agreement is determined to be subject to Section 409A, the amount of any such
expenses eligible for reimbursement, or the provision of any in-kind benefit, in
one calendar year shall not affect the expenses eligible for reimbursement in
any other calendar year (except for any life-time or other aggregate limitation
applicable to medical expenses), in no event shall any expenses be reimbursed
after the last day of the calendar year following the calendar year in which the
Executive incurred such expenses, and in no event shall any right to
reimbursement or the provision of any in-kind benefit be subject to liquidation
or exchange for another benefit.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective on the day and year first above written.
DST SYSTEMS, INC.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President and Chief Executive Officer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇