CSX CORPORATION
1990 Stock Award Plan as Amended and
Restated Effective February 14, 1996
(As Amended through September 8, 1999)
1. Purpose.
The purpose of this 1990 Stock Award Plan (the 'Plan') is to further the
long term stability and financial success of CSX Corporation (the 'Company') by
rewarding selected meritorious employees by the award of Company Stock (as
hereinafter defined). The Board of Directors believes that such awards will
strengthen the desire of such employees to remain with the Company, will
encourage continued work of superior quality and will further the identification
of those employees' interests with those of the Company's shareholders.
2. Definitions.
As used in the Plan, the following terms shall have the meanings
indicated:
(a) 'Beneficiary' means the person designated by the Participant, on
a form provided by the Company, to exercise the Participant's
rights in accordance with Section 10 of the Plan in the event of
his death.
(b) 'Benefits Trust Committee' means the Committee created pursuant
to the CSX Corporation and Affiliated Companies Benefits
Assurance Trust.
(c) 'Board' means the Board of Directors of the Company.
(d) 'Cause' means (i) an act or acts of personal dishonesty of a
Participant intended to result in substantial personal enrichment
of the Participant at the expense of the Company or any of its
subsidiaries, (ii) violation of the management responsibilities
by the Participant which is demonstrably willful and deliberate
on the Participant's part and which is not remedied in a
reasonable period of time after receipt of written notice from
the Company or a subsidiary, or (iii) the conviction of the
Participant of a felony involving moral turpitude.
(e) 'Change of Control' is defined in Section 9(e).
(f) 'Code' means the Internal Revenue Code of 1986, as amended.
(g) 'Committee' means the Committee of the Board described in Section
10.
(h) 'Company' means CSX Corporation, a Virginia corporation.
(i) 'Company Stock' means the Common Stock of the Company and rights,
options or warrants for the purchase of securities of the Company
which may be issued with shares of Common Stock pursuant, and
subject, to plans or agreements adopted or entered into from time
to time by the Company. If the par value of the Company Stock is
changed, or in the event of a change in the capital structure of
the Company (as provided in Section 9), the shares resulting from
such a change shall be deemed to be the Company Stock within the
meaning of the Plan.
(j) 'Company Stock Award' or 'Stock Award' means a grant of Company
Stock made by the Committee, or by an individual or entity
operating under authority delegated by the Committee, pursuant to
the provisions of the Plan.
(k) 'Completed Month' means a period beginning on the anniversary
date of a grant of an Option and ending on the day before the
next monthly anniversary.
(l) 'Date of Grant' means the date on which a Stock Award is granted
by the Committee, or by an individual or entity operating under
authority delegated by the Committee.
(m) 'Disability' means long-term disability as determined under
the Company's Salary Continuance and Long-Term Disability Plan.
(n) 'Divisive Transaction' means a transaction in which the
Participant's employer ceases to be a Subsidiary or a sale of
substantially all of the assets of the Subsidiary.
(o) 'Exercisability Requirements' means, with respect to any grant of
Options, such restrictions or conditions on the exercise of such
Options that the Committee may, in its discretion, add to the
one-year holding requirement.
(p) 'Fair Market Value' means the mean between the highest and lowest
quoted selling prices of Company Stock per share as reported
under New York Stock Exchange - Composite Transactions on the day
of reference.
(q) 'Option' means a nonqualified stock option granted pursuant to
this Plan.
(r) 'Participant' means an employee of the Company who is designated
by the Committee, or by an individual or entity operating under
authority delegated by the Committee, as eligible to be a
Participant who receives a Stock Award under the Plan.
(s) 'Retirement' means a termination of employment at or after age 55
with eligibility to immediately begin receiving retirement
benefits under the Company's defined benefit pension plan.
(t) 'Separation from Employment' means an employee's separation from
employment with the Company or a Subsidiary as a result of
Retirement, death, Disability, or termination of employment
(voluntarily or involuntarily). A Participant in receipt of
periodic severance payments shall be considered separated from
employment on the day preceding the day such severance payments
commenced.
(u) 'Subsidiary' means, with respect to any corporation, a
corporation more than 50% of whose voting shares are owned
directly or indirectly by the Company.
(v) 'Trust' means the CSX Corporation and Affiliated Companies
Executives' Stock Trust or such other trust or trusts which
substantially conforms to the terms of the Internal Revenue
Service model trust as described in Revenue Procedure 92-64,
1992-2 CB. 422.
3. Stock.
Subject to Section 9 of the Plan, there shall be reserved for grant
under the Plan an aggregate of 1,000,000 shares of Company Stock, which shall be
authorized, but unissued shares.
4. Eligible Employees.
All present and future officers and employees of the Company (or any
Subsidiary, whether now existing or hereafter created or acquired) shall be
eligible to receive a Stock Award or an Option grant under the Plan; provided,
however, that no Stock Award or Option may be granted on or after December 31,
1998, to any director or to any officer as that term is defined in Rule 16a-1 of
the Securities and Exchange Commission. The Committee shall have the power and
complete discretion, as provided in Section 10, to select, or to delegate the
selection of, eligible officers and employees to receive a Stock Award or an
Option grant and the number of shares of Company Stock awarded or to be awarded
pursuant to the terms of the Stock Award and the number of Options to be
granted. Each Stock Award and grant of Options, by the Committee, or delegation
by the Committee of authority to make Stock Awards or grant Options, shall be
approved or ratified by the Board. Unless otherwise provided by its terms, the
grant of a Stock Award or an Option shall not obligate the Company or any
Subsidiary to pay the Participant any particular amount of remuneration or to
make further Stock Awards or Option grants to the Participant at any time
thereafter. The grant of a Stock Award or an Option shall not obligate the
Company or any Subsidiary to continue the employment of the Participant after
the Stock Award or Option grant. Following a Change of Control, no new officers
or employees may be designated to receive a Stock Award or Option grant without
the approval of the Benefits Trust Committee.
5. Common Stock Awards.
(a) Whenever the Committee, or other individual or entity operating
under authority delegated by the Committee, deems it appropriate
to award Common Stock, notice shall be given to the Participant
(or to the class of Participants) stating (i) the number of
shares of Common Stock awarded or a formula for determining the
number of shares of Common Stock awarded or to be awarded, and
(ii) the terms and conditions, if any, pertaining to the award
that must be satisfied by a Participant in order to receive the
Common Stock.
(b) The Committee may impose conditions and/or restrictions as part
of a Stock Award and specify the terms or circumstances upon
which restrictions and/or conditions, if any, shall lapse.
(c) The Committee may at any time, in its sole discretion, accelerate
the time at which any or all restrictions or conditions will
lapse or remove or change any and all such restrictions or
conditions previously imposed on an award of Common Stock.
(d) A Participant who receives base compensation in excess of a
dollar level to be determined by the Committee and who is
eligible to receive an award under the Company's Incentive
Compensation Program ('ICP') may elect, by the prescribed
election form with the Company in accordance with rules
established by the Committee, to receive all or part of his
annual ICP award in shares of the Company's common stock,
rather than cash; provided, however, the Participant must
agree that his receipt of the stock will be deferred until his
retirement or termination of employment, with a minimum
deferral period of three (3) years. Elections to defer are
irrevocable. A Participant who makes such election shall, at the
time that the stock is deferred receive an additional award of
stock equal to a percentage established by the Committee from
time to time, of the amount that he elected to have deferred
(the 'Stock Premium'). The Participant's election to defer shall
also apply to the Stock Premium.
If a Participant made an effective election to defer the payment
of shares of common stock and receive the Stock Premium, the
Company shall, within a reasonable period of time after the
deferral election is made, transfer shares of common stock or
other assets equal in value to the number of shares as to which
payment is deferred to the Trust to secure the Company's
obligation to pay shares of common stock to the Participant in
the future. However, in any event, the Company shall make any
previously deferred payment of shares to the Participant upon:
(1) the death of the Participant;
(2) the Disability of the Participant;
(3) the Participant's termination of employment with the
Company or a Subsidiary, subject to the Participant's
deferral election and the three (3) year deferral
requirement;
(4) a Divisive Transaction, subject to the Participant's
deferral elections; or
(5) a Change of Control.
(e) The obligations of the Company and any of its affiliated
corporations and the benefit due any Participant, surviving
spouse or beneficiary hereunder shall be reduced by any amount
received in regard thereto under the Trust or any similar trust,
trusts or other vehicle.
(f) Notwithstanding the preceding, following a Change of Control, the
authority to delay payment of a Participant's benefit rests
solely with the Benefits Trust Committee.
6. Contributions to the Trust.
(a) The Company shall make contributions to the Trust to secure a
source of future payments with respect to Participant's deferral
elections pursuant to Section 5. The Trustee shall be responsible
only for contributions actually received by it hereunder and the
Trustee shall have no duty or responsibility with respect to the
timing, amounts, and sufficiency of contributions made or to be
made by the Company hereunder.
(b) The Company may make contributions to the Trust in Common Stock.
(c) A separate bookkeeping account (an 'Account') shall be
established by the Trustee for each Participant covered by the
Trust pursuant to the Plan, as directed in writing by the
Company. A Participant may have more than one Account. Each
Account is intended to represent the amount of a Participant's
deferred and unpaid benefit under the Plan. The value of a
Participant's Account at any time will equal the fair market
value of the number of shares of Common Stock owed to a
Participant under this Plan at such time. The number of shares
owed at any time will equal the number of shares of Common Stock
which were originally deferred by the Participant, plus the
number of Common Stock shares which could have been acquired if
dividends subsequently declared by the Company had been paid
with respect to such shares and reinvested in Common Stock,
less shares actually distributed to the Participant pursuant to
the Plan. Account may also mean individual sub-accounts which
have been or may be established under the Plan from time to time.
(d) Within sixty days following the close of each calendar year, or
more frequently or at such other time as may be required by the
Trust Agreement, the Trustee shall provide the Company and each
Participant with a written statement of Account of each
Participant.
7. Options.
(a) Options will consist of options to purchase shares of the
Company's common stock at purchase prices not less than 100
percent of the Fair Market Value of such common stock on the date
of grant.
(b) Options will be exercisable upon the date or dates specified in
an Option agreement entered into with a Participant but not
earlier than one year after the date of grant of the Options and
not later than 15 years after the date of grant of the Options;
provided, however, that whether or not the one-year holding
requirement is satisfied, any Exercisability Requirement must be
satisfied.
(c) Any Participant may exercise an Option to purchase stock upon the
date or dates specified in the Option agreement offered to him.
In no case may an Option be exercised for a fraction of a share.
Except as set forth in Section 8, no Option holder may exercise
an Option unless at the time of exercise he has been in the
continuous employ of the Company or a Subsidiary since the grant
of his Option. An Option holder under this Plan shall have no
rights as a shareholder with respect to any shares subject to the
Option until such shares have been issued.
(d) For purposes of this section, written notice of exercise must be
received by the Corporate Secretary of the Company, not earlier
than one year nor later than 15 years after the Option is
granted. Such notice must state the number of shares being
exercised and must be accompanied by payment of the full purchase
price of such shares. Payment for the shares for which an
Option is exercised may be made by (1) a personal check or money
order payable to CSX Corporation; (2) a tender by the employee
(in accordance with procedures established by the Company) of
shares of the Company's common stock having a Fair Market
Value on the date of tender equaling the purchase price of the
shares for which the Option is being exercised; (3) the
delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker to promptly deliver
to the Company either sale proceeds of shares sold to pay the
purchase price or the amount loaned by the broker to pay the
purchase price; or (4) any combination of (1), (2) and (3).
8. Separation from Employment and Divisive Transactions.
(a) If the Participant's Separation from Employment is because of
Disability or death, the right of the Participant or his
successor in interest to exercise an Option shall terminate not
later than five years after the date of such Disability or death,
but in no event later than 15 years from the date of grant;
provided, however, that if such Participant is eligible to retire
with the ability to begin immediately receiving retirement
benefits under the Company's pension plan at or after age 55, his
or his successor in interest's right to exercise Options shall be
determined as if his Separation from Employment was because of
Retirement.
(b) If the Participant's Separation from Employment is because of
Retirement, the right of the Participant to exercise an Option
shall terminate not later than 15 years from the date of grant.
(c) Unless the Committee deems it necessary in individual cases to
extend a Participant's exercise period, if a Participant's
Separation from Employment is for any reason other than
Retirement, Disability or death, the right of the Participant to
exercise an Option shall terminate not later than 30 days from
the date of Separation from Employment but in no event later than
15 years after the date of grant.
(d) At the time of his Separation from Employment for any reason
other than Cause, a Participant shall vest in a portion of any
Option granted that he has held for less than one year from the
date of the grant. The portion of such Options in which the
Participants shall vest shall be determined by multiplying all
shares subject to such Options by a fraction, the numerator of
which shall be the number of Completed Months of employment
following the date of grant and the denominator of which shall be
twelve.
(e) A Participant who vests in any Options under subsection (d) may
not exercise such Options prior to the satisfaction of the
one-year holding requirement and the Exercisability Requirement
pertaining to such Options. Any Options vested under subsection
(d) must be exercised within one year from the date of the
Participant's Separation from Employment.
(f) If the Participant's employer is a Subsidiary involved in
a Divisive Transaction, or if the Participant's employment
is terminated with the consent of the Company (as a result
of a business transaction or a reduction in force or any
other circumstances approved by the Committee), the right of
the Participant or his successor in interest to exercise an
Option shall terminate not less than three years after the
date of the closing of such Divisive Transaction, or if a
Participant's employment is terminated with the consent of the
Company, but in no event later than 15 years from the date
of grant; provided, however, if such Participant is eligible
to retire with the ability to begin immediately receiving
retirement benefits under the Company's pension plan at or
after age 55, his or his successor in interest's right to
exercise any Option shall be determined as if he had
separated from employment, and such Separation from Employment
was because of Retirement. Notwithstanding anything to the
contrary in this subsection, a Participant may not exercise such
Options prior to satisfaction of the one year holding
requirement and the Exercisability Requirement pertaining to
such Options. In the event of a Divisive Transaction, employees
of Sea-Land Service, Inc., hired by that corporation prior to
January 1, 1986, shall be deemed eligible to retire upon
termination of employment after age 50 with 20 years of service
and eligibility to begin immediately receiving retirement
benefits under the Company's defined benefit pension plan.
(g) Notwithstanding anything to the contrary in the Plan, if a
Participant or former Participant (i) becomes associated with,
recruits or solicits customers or other employees of the Company
or its Subsidiaries for, is employed by, renders services to,
or owns any interest in (other than any nonsubstantial interest,
as determined by the Committee) any business that is in
competition with the Company or one of its subsidiaries, (ii)
has his employment terminated by the Company or one of its
Subsidiaries for Cause or on account of actions by the
Participant which are detrimental to the interests of the Company
or its subsidiaries, or (iii) engages in, or has engaged in,
conduct at the time of or subsequent to the termination of his
employment with the Company or its Subsidiaries which the
Committee determines to be detrimental to the interests of the
Company or its subsidiaries then the Committee may, in its sole
discretion, except following a Change of Control, terminate any
Options held by the Participant, regardless of whether then
exercisable.
9. Options Non-assignable and Non-transferable.
Any Option granted under this Plan shall be non-assignable and
non-transferable other than as provided in Section 10 and shall be exercisable
during the Participant's lifetime only by the Participant who is the holder of
the Option or by his guardian or legal representative.
10. Death of Option Holder.
In the event of the death of a Participant who is an Option holder under
the Plan while employed by the Company or a Subsidiary or prior to the exercise
of all rights under an Option, the Option theretofore may be exercised by the
Participant's Beneficiary or, if no Beneficiary is designated, by the executor
or executrix of the Participant's estate or by the person or persons to whom
rights under the Option shall pass by will or the laws of descent and
distribution in accordance with the provisions of the Plan and of the Option and
to the same extent as though the Participant were then living.
11. Withholding Tax.
Whenever the Company proposes or is required to issue or transfer shares
of Company Stock under the Plan, a Participant shall remit to the Company an
amount sufficient to satisfy any federal, state or local income and payroll tax
withholding liability prior to the delivery of any certificate or certificates
for such shares. Alternatively, in the sole discretion of the Company, to the
extent permitted by applicable laws including regulations promulgated under the
Exchange Act, such federal, state or local income and payroll tax withholding
liability may be satisfied prior to the delivery of any certificate or
certificates for the shares by an adjustment, equal in value to such liability,
in the number of shares to be transferred to the Participant. Whenever under the
Plan payments are to be made in cash, such payments shall be net of an amount
sufficient to satisfy any federal, state or local income and payroll tax
withholding liability.
12. Effective Date of the Plan.
This Plan is effective on September 12, 1990.
13. Termination, Modification.
(a) Prior to a Change of Control, the Board, on the recommendation of
the Committee, may terminate the Plan or may amend the Plan in
such respects as it shall deem advisable. Following a Change of
Control, this Plan may not be terminated or amended without the
approval of the Benefits Trust Committee. A termination or
amendment of the Plan shall not, without the consent of the
Participant, affect a Participant's rights under any Stock Award
previously granted to him.
(b) Prior to a Change of Control, the Board on the recommendation of
the Committee, may terminate an affiliated corporation's
participation as a participating employer in this Plan for any
reason at any time. Following a Change of Control, an affiliated
corporation may not be added to or terminated from participation
as a participating employer without the consent of the Benefits
Trust Committee.
(c) Prior to a Change of Control, an affiliated corporation's board
of directors may, with the approval of the Committee, terminate
that affiliated corporation's participation as a participating
employer for any reason at any time. Following a Change of
Control, an affiliated corporation's participation as a
participating employer may not be terminated without the consent
of the Benefits Trust Committee.
14. Change in Capital Structure or Change in Control.
(a) If the number of outstanding shares of Company Stock is increased
or decreased as a result of a subdivision or consolidation of
shares, the payment of a stock dividend, stock split, or any
other change in capitalization effected without receipt of
consideration by the Company (including, but not limited to,
the creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common or preferred
stock of the Company), the number and kind of shares of stock
or securities of the Company to be subject to the Plan, the
maximum number of shares or securities which may be delivered
under the Plan, and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination
shall be binding and conclusive on all persons.
(b) If the Company is a party to a consolidation or a merger in which
the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's
outstanding stock by a single person or entity, or a sale or
transfer of substantially all of the Company's assets, the
Committee may, subject to the approval of the Benefits Trust
Committee, take such actions with respect to outstanding Stock
Awards as the Committee deems appropriate.
(c) Notwithstanding anything in the Plan to the contrary, the
Committee may, subject to the approval of the Benefits Trust
Committee, take the foregoing actions without the consent of any
Participant and the Committee's determination shall be conclusive
and binding on all persons for all purposes.
(d) Notwithstanding any provisions of this Plan to the contrary, upon
the occurrence of (i) a Change of Control as defined in
subsection (e), below, and subject to an election under
subsection (f), below, the three (3) year holding requirement of
the Stock Premium for deferred ICP shall be deemed satisfied;
(ii) a Divisive Transaction, the three (3) year holding
requirement of the Stock Premium for deferred ICP shall be deemed
satisfied.
(e) As used in this Plan, a 'Change of Control' means:
(i) Stock Acquisition. The acquisition by any individual,
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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 (A) the
then outstanding shares of common stock of the Company
(the 'Outstanding Company Common Stock'), or (B) 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
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purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control:
(A) any acquisition directly from the Company; (B) any
acquisition by the Company; (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled
by the Company; or (D) any acquisition by any
corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) of this
Section 9(e); or
(ii) Board Composition. Individuals who, as of the date
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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
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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 individuals 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
(iii) Business Combination. Approval by the shareholders of the
Company of a reorganization, merger, consolidation, or
sale or other disposition of all or substantially all of
the assets of the Company or its principal subsidiary 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 'STB') (a 'Business
Combination'), in each case, unless, following such
Business Combination;
(A) 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
than 50% of, respectively, the then outstanding
shares of common stock and the combined voting
power of the then outstanding voting securities
entitled to vote generally in the election of
directors, as the case may be, of the corporation
resulting from such Business Combination
(including, without limitation, a corporation
which as a result of such transaction owns the
Company or its principal subsidiary or all or
substantially all of the assets of the Company
or its principal subsidiary either directly or
through one or more subsidiaries) in substantially
the same proportions as their ownership,
immediately prior to such Business Combination of
the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the
case may be;
(B) no Person (excluding any corporation resulting
from such Business Combination or any employee
benefit plan (or related trust) of the Company or
such corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or the combined voting power of the
then outstanding voting securities of such
corporation except to the extent that such
ownership existed prior to the Business
Combination; and
(C) at least a majority of the members of the board of
directors resulting from such Business Combination
were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the
action of the Board providing for such Business
Combination; or
(iv) Regulated Business Combination. Approval by the
shareholders of the Company of a Business Combination that
is subject, as a matter of law or contract, to approval by
the STB (a 'Regulated Business Combination') unless such
Business Combination complies with clauses (A), (B) and
(C) of subsection (iii) of this Section 9(e); or
(v) Liquidation or Dissolution. Approval by the shareholders
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of the Company of a complete liquidation or dissolution of
the Company or its principal Subsidiary.
(f) Each Participant who has elected to defer the payment of an ICP
award pursuant to Section 5(e), may elect in a time and manner
determined by the Committee, but in no event later than December
31, 1996, or the occurrence of a Change of Control, if earlier,
to have amounts and benefits currently deferred, and to be
deferred, under the Plan determined and payable under the terms
of the Plan as if a Change of Control had not occurred. New
Participants in the Plan may elect in a time and manner
determined by the Committee, but in no event later than ninety
(90) days after becoming a Participant, to have amounts and
benefits currently deferred, and to be deferred, under the Plan
determined and payable under the terms of the Plan as if a Change
of Control had not occurred. A Participant who has made an
election, as set forth in the two preceding sentences, may, at
any time and from time to time, change that election; provided,
however, a change of election that is made within one year of
a Change of Control shall be invalid.
(g) Upon a Change of Control, the Company shall, as soon as possible,
but in no event more than seven (7) days following a Change of
Control, make an irrevocable contribution to the Trust in
an amount that is sufficient to pay each Participant or
beneficiary of this Plan the unfunded portion of the benefits to
which Participants of this Plan or their beneficiaries are
entitled, and for which the Company is liable pursuant to the
terms of this Plan as of the date on which the Change of Control
occurred. The amount of the Company's irrevocable contribution
shall be based on the accounting for the most recent calendar
year or more recent period for the Plan, as approved by the
independent actuary or accountant engaged by the Company prior to
the Change of Control and approved by the Benefits Trust
Committee, if selected or changed following a Change of Control
(the 'Actuary'), and shall include an amount deemed necessary
to pay estimated administrative expenses for the following
five (5) years. The Benefits Trust Committee shall cause
such accounting to be updated, using participant data supplied
to the Actuary by the Company, through a date no earlier than
the date of the initial contribution and notify the Company of
the amount of additional contributions required as soon as
possible.
15. Administration of the Plan.
Prior to a Change of Control, the Plan shall be administered by the
Committee appointed from time to time by the Board to administer the Plan.
Subject to paragraph (e) below the 'Committee' shall be the Compensation
Committee unless the Board shall appoint another committee to administer the
Plan. The Committee shall have general authority to impose any limitation or
condition upon a Stock Award the Committee deems appropriate to achieve the
objectives of the award and the Plan, and in addition, and without limitation
and in addition to powers set forth elsewhere in the Plan, shall have the
following specific authority:
(a) The Committee shall have the power and complete discretion (i) to
delegate to any individual, or to any group of individuals
employed by the Company or any Subsidiary thereof, the authority
to grant Stock Awards under the Plan and (ii) to determine the
terms and limitations of any delegation of authority, including
but not limited to the maximum Fair Market Value of any Stock
Award granted pursuant to such delegation, provided that no
individual Stock Award granted by an individual or entity
operating under authority delegated by the Committee may exceed a
Fair Market Value of $50,000 ($100,000 after December 10, 1997)
on Date of Grant.
(b) The Committee, or other individual or entity operating under
authority delegated by the Committee and to the extent permitted
by the terms of such delegation, shall have the power and
complete discretion to determine (i) which eligible officers or
employees shall receive a Stock Award, (ii) the number of shares
of Company Stock to be awarded, (iii) the time or times when a
Stock Award shall be granted, (iv) whether a Stock Award shall be
subject to restrictions and when or upon such other terms the
restrictions shall lapse, and (v) whether arrangements to
discharge a Participant's tax obligations are satisfactory
and, if not, to have the Company retain from the shares of Common
Stock granted that number of shares necessary to satisfy the
Participant's tax liabilities arising from the Stock Award.
(c) The Committee may adopt rules and regulations for carrying out
the Plan. The interpretation and construction of any provision of
the Plan by the Committee shall be final and conclusive. The
Committee may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken
in good faith in reliance upon the advice of counsel.
(d) The Board from time to time may appoint members previously
appointed and may fill vacancies, however caused, in the
Committee. No member of the Committee shall be eligible to
participate in the Plan or in any other plan of the Company or
any Parent or Subsidiary of the Company that entitles
participants to acquire stock, stock options or stock
appreciation rights of the Company or any Parent or Subsidiary of
the Company, if as a result of such eligibility he or she would
cease to be a 'disinterested person' under Rule 16b-3 with
respect to the Plan.
(e) Following a Change of Control, the Benefits Trust Committee may
remove and/or replace the Plan's administrator. Additionally,
following a Change of Control, any and all final benefit
determinations for Participants, their beneficiaries, heirs and
assigns and decisions regarding benefit claims under this Plan
shall rest with the Benefits Trust Committee or its delegate in
its sole judgment and absolute discretion.
16. Notice.
All notices and other communications required or permitted to be given
under this Plan shall be in writing and shall be deemed to have been duly given
if delivered personally or mailed first class, postage prepaid, as follows (a)
if to the Company - at its principal business address to the attention of the
Secretary; (b) if to any Participant - at the last address of the Participant
known to the sender at the time the notice or other communication is sent.
17. Construction.
The Plan shall be governed by the laws of the Commonwealth of Virginia.
Addendum.
Addendum I
'Pursuant to Sections 4a and 8 of the Plan, with respect to any
Non-Qualified Stock Option ('NQSO') granted to any Participant who may be
subject to taxation in The Netherlands at any time during the term of such NQSO,
the Committee shall have the authority to impose additional conditions on the
exercise of the NQSO.
'Effective for any NQSO granted after December 31, 1997, the Committee
may, in addition to any other conditions specified in the option agreement,
require that the NQSO is granted conditionally. Such conditions shall include
that the NQSO can be exercised only with the approval of the Participant's
Senior Vice President - Human Resources ('SVP-HR'). Such approval shall be
granted at the discretion of the SVP-HR, which shall not be unreasonably
refused. Approval may be refused for reasons which shall be set forth in the
option agreement such as, but not limited to, the following: (i) termination of
employment for willful or gross misconduct or receipt of notice of termination
for such conduct; (ii) disclosure of confidential information; or (iii)
rendering services to a competitor. Once approval has been obtained, the
Participant must immediately exercise the NQSO. If approval is refused or if the
NQSO is not exercised immediately upon receipt of approval, it shall be
forfeited.
1990 Stock Award Plan - CSX Corp.
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