{"id":38169,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1990-stock-award-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1990-stock-award-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1990-stock-award-plan-csx-corp.html","title":{"rendered":"1990 Stock Award Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n\n                                 CSX CORPORATION\n\n                      1990 Stock Award Plan as Amended and\n                      Restated Effective February 14, 1996\n                     (As Amended through September 8, 1999)\n\n\n1.      Purpose.\n\n        The purpose of this 1990 Stock Award Plan (the 'Plan') is to further the\nlong term stability and financial  success of CSX Corporation (the 'Company') by\nrewarding  selected  meritorious  employees  by the award of  Company  Stock (as\nhereinafter  defined).  The Board of  Directors  believes  that such awards will\nstrengthen  the  desire of such  employees  to  remain  with the  Company,  will\nencourage continued work of superior quality and will further the identification\nof those employees' interests with those of the Company's shareholders.\n\n2.      Definitions.\n\n        As used in the  Plan,  the  following  terms  shall  have  the  meanings\nindicated:\n\n(a)            'Beneficiary' means the person designated by the Participant,  on\n               a form  provided by the Company,  to exercise  the  Participant's\n               rights in accordance  with Section 10 of the Plan in the event of\n               his death.\n\n(b)            'Benefits Trust Committee'  means the Committee  created pursuant\n               to the CSX Corporation and Affiliated Companies Benefits\n               Assurance Trust.\n\n(c)            'Board' means the Board of Directors of the Company.\n\n(d)            'Cause'  means  (i) an act or acts of  personal  dishonesty  of a\n               Participant intended to result in substantial personal enrichment\n               of the  Participant  at the  expense of the Company or any of its\n               subsidiaries,  (ii) violation of the management  responsibilities\n               by the Participant  which is demonstrably  willful and deliberate\n               on  the  Participant's  part  and  which  is  not  remedied  in a\n               reasonable  period of time after  receipt of written  notice from\n               the  Company  or a  subsidiary,  or (iii) the  conviction  of the\n               Participant of a felony involving moral turpitude.\n\n(e)            'Change of Control' is defined in Section 9(e).\n\n(f)            'Code' means the Internal Revenue Code of 1986, as amended.\n\n(g)            'Committee' means the Committee of the Board described in Section\n               10.\n\n(h)            'Company' means CSX Corporation, a Virginia corporation.\n\n(i)            'Company Stock' means the Common Stock of the Company and rights,\n               options or warrants for the purchase of securities of the Company\n               which may be issued with  shares of Common  Stock  pursuant,  and\n               subject, to plans or agreements adopted or entered into from time\n               to time by the Company.  If the par value of the Company Stock is\n               changed,  or in the event of a change in the capital structure of\n               the Company (as provided in Section 9), the shares resulting from\n               such a change shall be deemed to be the Company  Stock within the\n               meaning of the Plan.\n\n(j)            'Company  Stock Award' or 'Stock  Award' means a grant of Company\n               Stock  made  by the  Committee,  or by an  individual  or  entity\n               operating under authority delegated by the Committee, pursuant to\n               the provisions of the Plan.\n\n(k)            'Completed  Month' means a period  beginning  on the  anniversary\n               date of a grant of an Option  and  ending on the day  before  the\n               next monthly anniversary.\n\n(l)            'Date of Grant'  means the date on which a Stock Award is granted\n               by the Committee,  or by an individual or entity  operating under\n               authority delegated by the Committee.\n\n(m)            'Disability'  means  long-term  disability as determined  under\n               the Company's Salary Continuance  and  Long-Term Disability Plan.\n\n(n)            'Divisive   Transaction'   means  a  transaction   in  which  the\n               Participant's  employer  ceases to be a  Subsidiary  or a sale of\n               substantially all of the assets of the Subsidiary.\n\n(o)            'Exercisability Requirements' means, with respect to any grant of\n               Options,  such restrictions or conditions on the exercise of such\n               Options that the  Committee  may, in its  discretion,  add to the\n               one-year holding requirement.\n\n(p)            'Fair Market Value' means the mean between the highest and lowest\n               quoted  selling  prices of  Company  Stock per share as  reported\n               under New York Stock Exchange - Composite Transactions on the day\n               of reference.\n\n(q)            'Option' means a nonqualified stock option granted pursuant to\n               this Plan.\n\n(r)            'Participant'  means an employee of the Company who is designated\n               by the Committee,  or by an individual or entity  operating under\n               authority  delegated  by  the  Committee,  as  eligible  to  be a\n               Participant who receives a Stock Award under the Plan.\n\n(s)            'Retirement' means a termination of employment at or after age 55\n               with  eligibility  to  immediately  begin  receiving   retirement\n               benefits under the Company's defined benefit pension plan.\n\n(t)            'Separation from Employment' means an employee's  separation from\n               employment  with the  Company  or a  Subsidiary  as a  result  of\n               Retirement,  death,  Disability,  or  termination  of  employment\n               (voluntarily  or  involuntarily).  A  Participant  in  receipt of\n               periodic  severance  payments shall be considered  separated from\n               employment on the day preceding the day such  severance  payments\n               commenced.\n\n(u)            'Subsidiary'   means,   with  respect  to  any   corporation,   a\n               corporation  more  than  50% of whose  voting  shares  are  owned\n               directly or indirectly by the Company.\n\n(v)            'Trust'  means  the  CSX  Corporation  and  Affiliated  Companies\n               Executives'  Stock  Trust or such  other  trust or  trusts  which\n               substantially  conforms  to the  terms  of the  Internal  Revenue\n               Service  model trust as  described  in Revenue  Procedure  92-64,\n               1992-2 CB. 422.\n\n3.      Stock.\n\n        Subject  to Section 9 of the Plan,  there  shall be  reserved  for grant\nunder the Plan an aggregate of 1,000,000 shares of Company Stock, which shall be\nauthorized, but unissued shares.\n\n4.      Eligible Employees.\n\n        All present and future  officers  and  employees  of the Company (or any\nSubsidiary,  whether now  existing or hereafter  created or  acquired)  shall be\neligible to receive a Stock Award or an Option  grant under the Plan;  provided,\nhowever,  that no Stock Award or Option may be granted on or after  December 31,\n1998, to any director or to any officer as that term is defined in Rule 16a-1 of\nthe Securities and Exchange  Commission.  The Committee shall have the power and\ncomplete  discretion,  as provided in Section 10, to select,  or to delegate the\nselection  of,  eligible  officers and  employees to receive a Stock Award or an\nOption grant and the number of shares of Company  Stock awarded or to be awarded\npursuant  to the  terms of the  Stock  Award and the  number  of  Options  to be\ngranted. Each Stock Award and grant of Options, by the Committee,  or delegation\nby the  Committee of authority to make Stock Awards or grant  Options,  shall be\napproved or ratified by the Board.  Unless otherwise  provided by its terms, the\ngrant of a Stock  Award or an  Option  shall not  obligate  the  Company  or any\nSubsidiary to pay the  Participant  any particular  amount of remuneration or to\nmake  further  Stock  Awards or Option  grants  to the  Participant  at any time\nthereafter.  The grant of a Stock  Award or an Option  shall  not  obligate  the\nCompany or any  Subsidiary to continue the employment of the  Participant  after\nthe Stock Award or Option grant.  Following a Change of Control, no new officers\nor employees  may be designated to receive a Stock Award or Option grant without\nthe approval of the Benefits Trust Committee.\n\n5.      Common Stock Awards.\n\n        (a)    Whenever the Committee,  or other  individual or entity operating\n               under authority delegated by the Committee,  deems it appropriate\n               to award Common Stock,  notice shall be given to the  Participant\n               (or to the  class of  Participants)  stating  (i) the  number  of\n               shares of Common Stock awarded or a formula for  determining  the\n               number of shares of Common  Stock  awarded or to be awarded,  and\n               (ii) the terms and  conditions,  if any,  pertaining to the award\n               that must be satisfied by a  Participant  in order to receive the\n               Common Stock.\n\n        (b)    The Committee may impose conditions  and\/or  restrictions as part\n               of a Stock  Award and  specify  the terms or  circumstances  upon\n               which restrictions and\/or conditions, if any, shall lapse.\n\n        (c)    The Committee may at any time, in its sole discretion, accelerate\n               the time at which  any or all  restrictions  or  conditions  will\n               lapse  or  remove  or  change  any and all such  restrictions  or\n               conditions previously imposed on an award of Common Stock.\n\n        (d)    A  Participant  who receives base  compensation  in excess of a\n               dollar level to be determined by   the  Committee  and  who  is\n               eligible  to receive  an  award  under  the  Company's  Incentive\n               Compensation  Program  ('ICP') may elect,  by the  prescribed\n               election form with the Company in    accordance  with rules\n               established by the  Committee,  to receive all or part of his\n               annual ICP award in shares of the  Company's  common  stock,\n               rather  than  cash;  provided,  however,  the   Participant  must\n               agree that his receipt of the stock will be deferred  until his\n               retirement or  termination  of  employment,  with a minimum\n               deferral  period of three (3) years.  Elections to   defer are\n               irrevocable.  A Participant who makes such election shall, at the\n               time that the stock is deferred  receive an  additional  award of\n               stock  equal to a  percentage established  by the Committee  from\n               time to time,  of the  amount  that he  elected  to have deferred\n               (the  'Stock Premium'). The Participant's election to defer shall\n               also apply to the Stock Premium.\n\n               If a Participant made an effective  election to defer the payment\n               of shares of common  stock and  receive  the Stock  Premium,  the\n               Company  shall,  within a  reasonable  period  of time  after the\n               deferral  election is made,  transfer  shares of common  stock or\n               other  assets  equal in value to the number of shares as to which\n               payment  is  deferred  to  the  Trust  to  secure  the  Company's\n               obligation  to pay shares of common stock to the  Participant  in\n               the future.  However,  in any event,  the Company  shall make any\n               previously deferred payment of shares to the Participant upon:\n\n               (1)    the death of the Participant;\n\n               (2)    the Disability of the Participant;\n\n               (3)    the  Participant's  termination  of  employment  with  the\n                      Company  or a  Subsidiary,  subject  to the  Participant's\n                      deferral   election  and  the  three  (3)  year   deferral\n                      requirement;\n\n               (4)    a Divisive Transaction, subject to the Participant's\n                      deferral elections; or\n\n               (5)    a Change of Control.\n\n        (e)    The  obligations  of  the  Company  and  any  of  its  affiliated\n               corporations  and  the  benefit  due any  Participant,  surviving\n               spouse or  beneficiary  hereunder  shall be reduced by any amount\n               received in regard  thereto under the Trust or any similar trust,\n               trusts or other vehicle.\n\n        (f)    Notwithstanding the preceding, following a Change of Control, the\n               authority  to delay  payment  of a  Participant's  benefit  rests\n               solely with the Benefits Trust Committee.\n\n6.      Contributions to the Trust.\n\n(a)            The  Company  shall make  contributions  to the Trust to secure a\n               source of future payments with respect to Participant's  deferral\n               elections pursuant to Section 5. The Trustee shall be responsible\n               only for contributions  actually received by it hereunder and the\n               Trustee shall have no duty or responsibility  with respect to the\n               timing,  amounts,  and sufficiency of contributions made or to be\n               made by the Company hereunder.\n\n(b)            The Company may make contributions to the Trust in Common Stock.\n\n(c)            A separate  bookkeeping account (an 'Account') shall be\n               established by the Trustee for each Participant   covered  by the\n               Trust  pursuant  to the  Plan, as  directed  in  writing  by  the\n               Company.  A  Participant  may have more than one Account.  Each\n               Account is intended to represent  the amount  of a  Participant's\n               deferred and unpaid  benefit under the Plan.  The value of a\n               Participant's Account at any time will  equal the fair  market\n               value of the number of shares of Common  Stock owed to a\n               Participant  under this Plan at such time.  The number of shares\n               owed at any time will equal the number of shares of Common Stock\n               which were  originally  deferred by the  Participant,    plus the\n               number of Common Stock shares which could have been acquired if\n               dividends  subsequently  declared  by the  Company had been paid\n               with  respect to such  shares and  reinvested  in Common   Stock,\n               less shares actually  distributed to the Participant  pursuant to\n               the Plan.  Account may also mean  individual  sub-accounts  which\n               have been or may be established under the Plan from time to time.\n\n(d)            Within sixty days  following the close of each calendar  year, or\n               more  frequently  or at such other time as may be required by the\n               Trust  Agreement,  the Trustee shall provide the Company and each\n               Participant   with  a  written   statement  of  Account  of  each\n               Participant.\n\n7.      Options.\n\n(a)            Options  will  consist  of  options  to  purchase  shares  of the\n               Company's  common  stock at  purchase  prices  not less  than 100\n               percent of the Fair Market Value of such common stock on the date\n               of grant.\n\n(b)            Options will be exercisable  upon the date or dates  specified in\n               an  Option  agreement  entered  into with a  Participant  but not\n               earlier  than one year after the date of grant of the Options and\n               not later than 15 years  after the date of grant of the  Options;\n               provided,  however,  that  whether  or not the  one-year  holding\n               requirement is satisfied, any Exercisability  Requirement must be\n               satisfied.\n\n(c)            Any Participant may exercise an Option to purchase stock upon the\n               date or dates specified in the Option  agreement  offered to him.\n               In no case may an Option be exercised  for a fraction of a share.\n               Except as set forth in Section 8, no Option  holder may  exercise\n               an  Option  unless  at the  time of  exercise  he has been in the\n               continuous  employ of the Company or a Subsidiary since the grant\n               of his  Option.  An Option  holder  under this Plan shall have no\n               rights as a shareholder with respect to any shares subject to the\n               Option until such shares have been issued.\n\n(d)            For purposes of this section, written  notice of exercise must be\n               received by the Corporate Secretary of the  Company,  not earlier\n               than one year nor later than 15 years after the Option is\n               granted.  Such notice must state the number of shares being\n               exercised and must be accompanied by payment of the full purchase\n               price of such  shares.  Payment  for the  shares  for  which an\n               Option is  exercised may be made by (1) a personal check or money\n               order payable to CSX  Corporation;  (2) a  tender by the employee\n               (in accordance with  procedures  established by the Company) of\n               shares of  the  Company's  common  stock  having a Fair  Market\n               Value on the date of tender  equaling  the purchase  price of the\n               shares for which the Option is being  exercised;  (3) the\n               delivery  of a  properly  executed  exercise  notice,  together\n               with  irrevocable  instructions  to a broker to promptly  deliver\n               to the Company  either sale proceeds of shares sold to pay the\n               purchase  price or the amount loaned by the broker to pay the\n               purchase  price;  or (4) any  combination  of (1), (2) and (3).\n\n8.      Separation from Employment and Divisive Transactions.\n\n(a)            If the  Participant's  Separation  from  Employment is because of\n               Disability  or  death,  the  right  of  the  Participant  or  his\n               successor in interest to exercise an Option shall  terminate  not\n               later than five years after the date of such Disability or death,\n               but in no  event  later  than 15 years  from  the date of  grant;\n               provided, however, that if such Participant is eligible to retire\n               with  the  ability  to  begin  immediately  receiving  retirement\n               benefits under the Company's pension plan at or after age 55, his\n               or his successor in interest's right to exercise Options shall be\n               determined as if his  Separation  from  Employment was because of\n               Retirement.\n\n(b)            If the  Participant's  Separation  from  Employment is because of\n               Retirement,  the right of the  Participant  to exercise an Option\n               shall terminate not later than 15 years from the date of grant.\n\n(c)            Unless the Committee  deems it necessary in  individual  cases to\n               extend  a  Participant's  exercise  period,  if  a  Participant's\n               Separation   from   Employment  is  for  any  reason  other  than\n               Retirement,  Disability or death, the right of the Participant to\n               exercise an Option  shall  terminate  not later than 30 days from\n               the date of Separation from Employment but in no event later than\n               15 years after the date of grant.\n\n(d)            At the time of his  Separation  from  Employment  for any  reason\n               other than Cause,  a  Participant  shall vest in a portion of any\n               Option  granted  that he has held for less than one year from the\n               date of the  grant.  The  portion  of such  Options  in which the\n               Participants  shall vest shall be determined by  multiplying  all\n               shares  subject to such Options by a fraction,  the  numerator of\n               which  shall be the  number of  Completed  Months  of  employment\n               following the date of grant and the denominator of which shall be\n               twelve.\n\n(e)            A Participant  who vests in any Options under  subsection (d) may\n               not  exercise  such  Options  prior  to the  satisfaction  of the\n               one-year holding  requirement and the Exercisability  Requirement\n               pertaining to such Options.  Any Options vested under  subsection\n               (d)  must be  exercised  within  one  year  from  the date of the\n               Participant's Separation from Employment.\n\n(f)            If  the  Participant's  employer  is a  Subsidiary  involved  in\n               a  Divisive  Transaction,  or  if  the  Participant's  employment\n               is  terminated  with the  consent  of the  Company  (as a result\n               of a    business  transaction  or a  reduction  in  force or any\n               other  circumstances  approved  by the  Committee),  the right of\n               the  Participant  or his  successor  in interest to exercise an\n               Option   shall  terminate  not less than  three  years  after the\n               date of the  closing  of such  Divisive  Transaction,  or if a\n               Participant's  employment is terminated  with the consent of the\n               Company,  but in no  event  later  than 15  years  from  the date\n               of  grant;  provided,  however,  if such Participant  is eligible\n               to retire with the ability to begin  immediately  receiving\n               retirement benefits  under  the  Company's  pension  plan at or\n               after  age  55,  his or his  successor  in  interest's  right to\n               exercise  any  Option  shall be  determined  as if he had\n               separated from  employment, and such Separation  from  Employment\n               was because of  Retirement.  Notwithstanding      anything to the\n               contrary in this subsection,  a Participant may not exercise such\n               Options prior  to  satisfaction  of the  one  year  holding\n               requirement  and  the  Exercisability  Requirement pertaining  to\n               such  Options.  In the event of a Divisive Transaction, employees\n               of  Sea-Land  Service,  Inc., hired by that corporation  prior to\n               January 1, 1986,    shall   be deemed  eligible  to   retire upon\n               termination of employment  after age 50 with 20 years of service\n               and eligibility to   begin   immediately   receiving   retirement\n               benefits under the Company's  defined benefit pension       plan.\n\n(g)            Notwithstanding  anything to the  contrary in the Plan,  if a\n               Participant  or former  Participant (i) becomes associated  with,\n               recruits or solicits  customers or other employees of the Company\n               or   its  Subsidiaries  for, is employed by, renders services to,\n               or owns any interest in (other than any nonsubstantial  interest,\n               as  determined  by  the  Committee)  any   business  that  is  in\n               competition with the Company or one of its subsidiaries,  (ii)\n               has his employment  terminated by   the  Company or one of its\n               Subsidiaries  for Cause or on account of actions by the\n               Participant which are detrimental to the interests of the Company\n               or its subsidiaries,  or (iii) engages in,   or has engaged in,\n               conduct at the time of or subsequent to the  termination  of his\n               employment with the Company or its Subsidiaries which the\n               Committee  determines to be  detrimental to the  interests of the\n               Company or its  subsidiaries then the Committee  may, in its sole\n               discretion, except following a Change of Control, terminate any\n               Options held by the Participant,  regardless   of whether then\n               exercisable.\n\n9.      Options Non-assignable and Non-transferable.\n\n        Any  Option  granted  under  this  Plan  shall  be  non-assignable   and\nnon-transferable  other than as provided in Section 10 and shall be  exercisable\nduring the  Participant's  lifetime only by the Participant who is the holder of\nthe Option or by his guardian or legal representative.\n\n10.     Death of Option Holder.\n\n        In the event of the death of a Participant who is an Option holder under\nthe Plan while  employed by the Company or a Subsidiary or prior to the exercise\nof all rights under an Option,  the Option  theretofore  may be exercised by the\nParticipant's  Beneficiary or, if no Beneficiary is designated,  by the executor\nor  executrix  of the  Participant's  estate or by the person or persons to whom\nrights  under  the  Option  shall  pass  by  will or the  laws  of  descent  and\ndistribution in accordance with the provisions of the Plan and of the Option and\nto the same extent as though the Participant were then living.\n\n11.     Withholding Tax.\n\n        Whenever the Company proposes or is required to issue or transfer shares\nof Company  Stock under the Plan,  a  Participant  shall remit to the Company an\namount sufficient to satisfy any federal,  state or local income and payroll tax\nwithholding  liability  prior to the delivery of any certificate or certificates\nfor such shares.  Alternatively,  in the sole discretion of the Company,  to the\nextent permitted by applicable laws including regulations  promulgated under the\nExchange Act, such  federal,  state or local income and payroll tax  withholding\nliability  may  be  satisfied  prior  to the  delivery  of  any  certificate  or\ncertificates for the shares by an adjustment,  equal in value to such liability,\nin the number of shares to be transferred to the Participant. Whenever under the\nPlan payments are to be made in cash,  such  payments  shall be net of an amount\nsufficient  to  satisfy  any  federal,  state or local  income and  payroll  tax\nwithholding liability.\n\n12.     Effective Date of the Plan.\n\n        This Plan is effective on September 12, 1990.\n\n13.     Termination, Modification.\n\n(a)            Prior to a Change of Control, the Board, on the recommendation of\n               the  Committee,  may  terminate the Plan or may amend the Plan in\n               such respects as it shall deem  advisable.  Following a Change of\n               Control,  this Plan may not be terminated or amended  without the\n               approval  of the  Benefits  Trust  Committee.  A  termination  or\n               amendment  of the Plan  shall  not,  without  the  consent of the\n               Participant,  affect a Participant's rights under any Stock Award\n               previously granted to him.\n\n(b)            Prior to a Change of Control,  the Board on the recommendation of\n               the   Committee,   may  terminate  an  affiliated   corporation's\n               participation  as a  participating  employer in this Plan for any\n               reason at any time.  Following a Change of Control, an affiliated\n               corporation may not be added to or terminated from  participation\n               as a participating  employer  without the consent of the Benefits\n               Trust Committee.\n\n(c)            Prior to a Change of Control,  an affiliated  corporation's board\n               of directors may, with the approval of the  Committee,  terminate\n               that affiliated  corporation's  participation  as a participating\n               employer  for any  reason  at any  time.  Following  a Change  of\n               Control,   an  affiliated   corporation's   participation   as  a\n               participating  employer may not be terminated without the consent\n               of the Benefits Trust Committee.\n\n14.     Change in Capital Structure or Change in Control.\n\n        (a)    If the number of outstanding shares of Company Stock is increased\n               or decreased as a result of a   subdivision or  consolidation  of\n               shares,  the payment of a stock dividend,  stock split, or any\n               other  change in  capitalization  effected  without  receipt  of\n               consideration  by the  Company   (including,  but not limited to,\n               the creation or issuance to  shareholders  generally of rights,\n               options or warrants for the purchase of common or preferred\n               stock of the  Company),  the number   and kind of shares of stock\n               or securities of the Company to be subject to the Plan,  the\n               maximum  number of shares  or  securities which may be  delivered\n               under the Plan,  and other  relevant    provisions  shall be\n               appropriately  adjusted by the  Committee,  whose  determination\n               shall be  binding and conclusive on all persons.\n\n        (b)    If the Company is a party to a consolidation or a merger in which\n               the Company is not the surviving corporation,  a transaction that\n               results in the acquisition of substantially  all of the Company's\n               outstanding  stock by a single  person  or  entity,  or a sale or\n               transfer  of  substantially  all of  the  Company's  assets,  the\n               Committee  may,  subject to the  approval of the  Benefits  Trust\n               Committee,  take such actions with respect to  outstanding  Stock\n               Awards as the Committee deems appropriate.\n\n        (c)    Notwithstanding  anything  in  the  Plan  to  the  contrary,  the\n               Committee  may,  subject to the  approval of the  Benefits  Trust\n               Committee,  take the foregoing actions without the consent of any\n               Participant and the Committee's determination shall be conclusive\n               and binding on all persons for all purposes.\n\n        (d)    Notwithstanding any provisions of this Plan to the contrary, upon\n               the  occurrence  of  (i)  a  Change  of  Control  as  defined  in\n               subsection  (e),   below,   and  subject  to  an  election  under\n               subsection (f), below, the three (3) year holding  requirement of\n               the Stock  Premium for  deferred  ICP shall be deemed  satisfied;\n               (ii)  a  Divisive   Transaction,   the  three  (3)  year  holding\n               requirement of the Stock Premium for deferred ICP shall be deemed\n               satisfied.\n\n        (e)    As used in this Plan, a 'Change of Control' means:\n\n               (i)    Stock  Acquisition.  The  acquisition  by any  individual,\n                      ------------------\n                      entity or group  [within  the meaning of  Section 13(d)(3)\n                      or  14(d)(2) of the  Securities  Exchange  Act of 1934, as\n                      amended (the 'Exchange  Act')] (a 'Person') of beneficial\n                      ownership  (within the meaning  of Rule 13d-3  promulgated\n                      under the Exchange Act) of 20% or more of either (A) the\n                      then  outstanding  shares of common  stock of the  Company\n                      (the  'Outstanding  Company  Common   Stock'),  or (B) the\n                      combined voting power of the then outstanding  voting\n                      securities of  the Company  entitled to vote  generally in\n                      the election of directors  (the  'Outstanding  Company\n                      Voting   Securities');   provided,   however,   that  for\n                                               --------    -------\n                      purposes   of  this subsection (i),  the  following\n                      acquisitions  shall not  constitute a Change of Control:\n                      (A) any  acquisition  directly  from the  Company; (B) any\n                      acquisition  by the Company;  (C) any  acquisition  by any\n                      employee  benefit plan (or  related  trust)  sponsored  or\n                      maintained  by the  Company or any  corporation controlled\n                      by the  Company;  or (D) any   acquisition  by any\n                      corporation  pursuant to a transaction  which  complies\n                      with clauses (A), (B) and (C) of subsection (iii) of this\n                      Section 9(e); or\n\n               (ii)   Board  Composition. Individuals who, as of the date\n                      ------------------\n                      hereof,  constitute  the Board (the 'Incumbent  Board')\n                      cease for any reason to constitute at least a majority of\n                      the Board; provided,  however,  that any  individual\n                                 --------   -------\n                      becoming  a  director  subsequent to the date hereof whose\n                      election or  nomination  for election by the  Company's\n                      shareholders,  was   approved  by a  vote  of at  least  a\n                      majority  of the  directors  then  comprising  the\n                      Incumbent  Board  shall be  considered  as though  such\n                      individual  were a member of the     Incumbent Board,  but\n                      excluding,  for this purpose,  any such  individuals whose\n                      initial    assumption  of office  occurs as a result of an\n                      actual or  threatened  election  contest  with  respect to\n                      the  election  or removal of  directors  or other  actual\n                      or  threatened   solicitation of proxies or consents by or\n                      on behalf of a Person other than the Board; or\n\n               (iii)  Business Combination.  Approval by the shareholders of the\n                      Company of a  reorganization,  merger,  consolidation,  or\n                      sale or other  disposition of all or substantially  all of\n                      the assets of the Company or its principal subsidiary that\n                      is  not  subject,  as a  matter  of law  or  contract,  to\n                      approval  by  the  Surface  Transportation  Board  or  any\n                      successor  agency or regulatory  body having  jurisdiction\n                      over  such   transactions   (the   'STB')   (a   'Business\n                      Combination'),   in  each  case,  unless,  following  such\n                      Business Combination;\n\n                      (A)    all or  substantially  all of the individuals and\n                             entities who were the beneficial owners\n                             respectively,  of the  Outstanding  Company  Common\n                             Stock and  Outstanding Company  Voting  Securities\n                             immediately  prior  to  such  Business  Combination\n                             beneficially  own,  directly or indirectly,  more\n                             than 50% of,  respectively,  the  then  outstanding\n                             shares of common  stock and the  combined  voting\n                             power of the   then outstanding  voting securities\n                             entitled to vote generally in the election of\n                             directors,  as the case may be, of the  corporation\n                             resulting  from such Business  Combination\n                             (including,  without  limitation,  a corporation\n                             which  as a result of  such  transaction  owns  the\n                             Company  or  its  principal  subsidiary  or all  or\n                             substantially  all of  the  assets  of the  Company\n                             or its  principal  subsidiary  either   directly or\n                             through one or more subsidiaries) in  substantially\n                             the same proportions as their ownership,\n                             immediately  prior to such Business  Combination of\n                             the  Outstanding   Company  Common  Stock  and\n                             Outstanding   Company  Voting  Securities, as the\n                             case may be;\n\n                      (B)    no Person (excluding any corporation  resulting\n                             from such Business  Combination or     any employee\n                             benefit plan (or related  trust) of the Company or\n                             such  corporation   resulting  from  such  Business\n                             Combination)   beneficially  owns,  directly  or\n                             indirectly, 20% or more of, respectively,  the then\n                             outstanding shares of common    stock  of  the\n                             corporation  resulting  from  such  Business\n                             Combination or the combined  voting  power  of  the\n                             then  outstanding   voting  securities  of  such\n                             corporation  except  to the  extent  that  such\n                             ownership  existed  prior  to the     Business\n                             Combination; and\n\n                      (C)    at least a majority  of the members of the board of\n                             directors resulting from such Business  Combination\n                             were members of the Incumbent  Board at the time of\n                             the execution of the initial  agreement,  or of the\n                             action of the  Board  providing  for such  Business\n                             Combination; or\n\n               (iv)   Regulated   Business   Combination.    Approval   by   the\n                      shareholders of the Company of a Business Combination that\n                      is subject, as a matter of law or contract, to approval by\n                      the STB (a 'Regulated Business  Combination')  unless such\n                      Business  Combination  complies  with clauses (A), (B) and\n                      (C) of subsection (iii) of this Section 9(e); or\n\n               (v)    Liquidation or  Dissolution.  Approval by the shareholders\n                      ---------------------------\n                      of the Company of a complete liquidation or dissolution of\n                      the Company or its principal Subsidiary.\n\n        (f)    Each  Participant who has elected to defer the payment of an ICP\n               award pursuant to Section 5(e),  may elect in a time and manner\n               determined by the Committee,  but in no event later than December\n               31, 1996,  or the  occurrence of a Change of Control, if earlier,\n               to have amounts and benefits currently  deferred,  and to be\n               deferred,  under the Plan determined and payable under the terms\n               of the Plan as if a Change of Control had not occurred.  New\n               Participants in the Plan may elect  in a time and manner\n               determined by the  Committee,  but in no event later than ninety\n               (90) days  after  becoming a  Participant,  to have  amounts and\n               benefits currently deferred,  and to be  deferred, under the Plan\n               determined and payable under the terms of the Plan as if a Change\n               of  Control  had not  occurred.  A  Participant  who has made an\n               election, as set forth in the two  preceding  sentences,  may, at\n               any time and from time to time,  change that election;  provided,\n               however,  a change of  election  that is made  within one year of\n               a Change of  Control  shall be  invalid.\n\n        (g)    Upon a Change of Control, the Company shall, as soon as possible,\n               but in no event more than seven (7) days following a Change of\n               Control,  make an irrevocable  contribution to the Trust in\n               an amount that is sufficient to pay each  Participant  or\n               beneficiary of this Plan the unfunded portion of the benefits to\n               which Participants of this Plan or their  beneficiaries are\n               entitled, and for which the  Company is liable  pursuant to the\n               terms of this Plan as of the date on which  the Change of Control\n               occurred.  The amount of the Company's  irrevocable  contribution\n               shall be  based on the  accounting  for the most recent  calendar\n               year or more recent period for the Plan,  as approved by the\n               independent actuary or accountant engaged by the Company prior to\n               the Change  of Control and  approved by the Benefits  Trust\n               Committee, if selected or changed following a Change  of  Control\n               (the 'Actuary'),  and shall include  an amount  deemed  necessary\n               to pay  estimated  administrative  expenses  for the  following\n               five  (5)  years.  The  Benefits  Trust    Committee  shall cause\n               such  accounting to be updated, using  participant  data supplied\n               to the    Actuary by the Company,  through a date no earlier than\n               the date of the initial contribution and notify the Company of\n               the amount of additional contributions required as soon as\n               possible.\n\n15.     Administration of the Plan.\n\n        Prior to a Change of  Control,  the Plan  shall be  administered  by the\nCommittee  appointed  from  time to time by the  Board to  administer  the Plan.\nSubject  to  paragraph  (e)  below  the  'Committee'  shall be the  Compensation\nCommittee  unless the Board shall appoint  another  committee to administer  the\nPlan.  The Committee  shall have general  authority to impose any  limitation or\ncondition  upon a Stock Award the  Committee  deems  appropriate  to achieve the\nobjectives of the award and the Plan,  and in addition,  and without  limitation\nand in  addition  to powers  set forth  elsewhere  in the Plan,  shall  have the\nfollowing specific authority:\n\n        (a)    The Committee shall have the power and complete discretion (i) to\n               delegate  to any  individual,  or to  any  group  of  individuals\n               employed by the Company or any Subsidiary thereof,  the authority\n               to grant Stock Awards  under the Plan and (ii) to  determine  the\n               terms and  limitations of any delegation of authority,  including\n               but not  limited to the maximum  Fair  Market  Value of any Stock\n               Award  granted  pursuant  to such  delegation,  provided  that no\n               individual  Stock  Award  granted  by  an  individual  or  entity\n               operating under authority delegated by the Committee may exceed a\n               Fair Market Value of $50,000  ($100,000  after December 10, 1997)\n               on Date of Grant.\n\n        (b)    The  Committee,  or other individual  or entity  operating  under\n               authority delegated  by the Committee and to the extent permitted\n               by the terms of such delegation,  shall have the power and\n               complete  discretion to determine (i) which eligible officers or\n               employees shall receive a Stock  Award, (ii) the number of shares\n               of Company Stock to be awarded,  (iii) the time or times when a\n               Stock Award shall be granted, (iv) whether a Stock Award shall be\n               subject to  restrictions  and   when or upon such other terms the\n               restrictions  shall lapse,  and  (v) whether  arrangements to\n               discharge a  Participant's  tax obligations  are  satisfactory\n               and, if not, to have the Company retain from the shares of Common\n               Stock  granted  that number of shares  necessary to satisfy the\n               Participant's tax liabilities arising from the Stock Award.\n\n        (c)    The  Committee may adopt rules and  regulations  for carrying out\n               the Plan. The interpretation and construction of any provision of\n               the Plan by the  Committee  shall be final  and  conclusive.  The\n               Committee  may consult  with  counsel,  who may be counsel to the\n               Company,  and shall not incur any  liability for any action taken\n               in good faith in reliance upon the advice of counsel.\n\n        (d)    The  Board  from  time to time  may  appoint  members  previously\n               appointed  and  may  fill  vacancies,   however  caused,  in  the\n               Committee.  No  member  of the  Committee  shall be  eligible  to\n               participate  in the Plan or in any other  plan of the  Company or\n               any  Parent  or   Subsidiary   of  the  Company   that   entitles\n               participants   to   acquire   stock,   stock   options  or  stock\n               appreciation rights of the Company or any Parent or Subsidiary of\n               the Company,  if as a result of such  eligibility he or she would\n               cease  to be a  'disinterested  person'  under  Rule  16b-3  with\n               respect to the Plan.\n\n        (e)    Following a Change of Control,  the Benefits Trust  Committee may\n               remove  and\/or  replace the Plan's  administrator.  Additionally,\n               following  a  Change  of  Control,  any  and  all  final  benefit\n               determinations for Participants,  their beneficiaries,  heirs and\n               assigns and decisions  regarding  benefit  claims under this Plan\n               shall rest with the Benefits  Trust  Committee or its delegate in\n               its sole judgment and absolute discretion.\n\n16.     Notice.\n\n        All notices and other  communications  required or permitted to be given\nunder this Plan shall be in writing  and shall be deemed to have been duly given\nif delivered  personally or mailed first class,  postage prepaid, as follows (a)\nif to the Company - at its  principal  business  address to the attention of the\nSecretary;  (b) if to any  Participant - at the last address of the  Participant\nknown to the sender at the time the notice or other communication is sent.\n\n17.     Construction.\n\n        The Plan shall be governed by the laws of the Commonwealth of Virginia.\n\nAddendum.\n\n        Addendum I\n\n        'Pursuant  to  Sections  4a  and 8 of  the  Plan,  with  respect  to any\nNon-Qualified  Stock  Option  ('NQSO')  granted  to any  Participant  who may be\nsubject to taxation in The Netherlands at any time during the term of such NQSO,\nthe Committee  shall have the authority to impose  additional  conditions on the\nexercise of the NQSO.\n\n        'Effective  for any NQSO granted after  December 31, 1997, the Committee\nmay, in  addition to any other  conditions  specified  in the option  agreement,\nrequire that the NQSO is granted  conditionally.  Such conditions  shall include\nthat the NQSO can be  exercised  only  with the  approval  of the  Participant's\nSenior Vice  President - Human  Resources  ('SVP-HR').  Such  approval  shall be\ngranted  at the  discretion  of the  SVP-HR,  which  shall  not be  unreasonably\nrefused.  Approval  may be refused for  reasons  which shall be set forth in the\noption agreement such as, but not limited to, the following:  (i) termination of\nemployment  for willful or gross  misconduct or receipt of notice of termination\nfor  such  conduct;  (ii)  disclosure  of  confidential  information;  or  (iii)\nrendering  services  to a  competitor.  Once  approval  has been  obtained,  the\nParticipant must immediately exercise the NQSO. If approval is refused or if the\nNQSO is not  exercised  immediately  upon  receipt  of  approval,  it  shall  be\nforfeited.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9545],"class_list":["post-38169","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-csx-corp","corporate_contracts_industries-transportation__railroads","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38169","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38169"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38169"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38169"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38169"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}