Employment Agreement (2009)Full Document 

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THIS AGREEMENT is made and entered into as of the 30th day of June 2009, by and between DST Systems, Inc., a Delaware corporation (“DST”) and Stephen C. Hooley, an individual (“Executive”).

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. Executive shall commence employment as the President and Chief Operating Officer of DST and may hold such other offices as the parties from time to time agree. Executive shall have such duties, powers and responsibilities as may be prescribed by the Certificate of Incorporation and By-Laws of DST, or prescribed or delegated from time to time by the Chief Executive Officer or other officer to whom Executive reports, subject to the powers vested in the DST Board of Directors (the “DST Board”) and in DST stockholders. 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. Executive shall maintain his personal executive office in the metropolitan area where the DST maintains its headquarters, with the understanding that Executive may travel on business to the extent consistent with Executive’s employment obligations.




(a)       BASE COMPENSATION. At the commencement of his employment, Executive’s annual base salary (“Base Salary”) shall be Five Hundred Fifty Thousand Dollars ($550,000), subject to adjustment from time to time as agreed by the parties.

(b)       INCENTIVE COMPENSATION. Executive shall be eligible to participate in any DST annual incentive award program available to senior executives (“Program”) and shall begin such participation, on a pro rata basis, with the 2009 performance year. Executive’s participation shall be under such terms as are determined from time to time by the DST Board or the Compensation Committee or other appropriate committee of the DST Board (the “DST Compensation Committee”). Payment to Executive of an annual bonus (“Annual Incentive”) may depend on achievement of DST or other goals as the DST Compensation Committee determines. Executive shall commence participation in the Program at the following Threshold, Target and Maximum opportunity levels, which are percentages of Base Salary:









Any payout upon goal achievement may consist of any combination of cash, deferred cash or other award components selected by the DST Compensation Committee. The terms of Executive’s participation in a Program are established by the DST Board or the DST




Compensation Committee and not by this Agreement, and the DST Compensation Committee may change, revoke, or terminate a Program and may exercise its discretion with respect thereto. The actual amount of any Annual Incentive earned will be based upon meeting specific goals set in accordance with the Program.

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