{"id":38717,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/corporate-director-deferred-compensation-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"corporate-director-deferred-compensation-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/corporate-director-deferred-compensation-plan-csx-corp.html","title":{"rendered":"Corporate Director Deferred Compensation Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>                                 CSX CORPORATION\n                  CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN\n                  ---------------------------------------------\n\n                           EFFECTIVE NOVEMBER 1, 1980\n                           --------------------------\n\n                         As Amended through May 1, 2001\n\n          1.   Purpose\n               -------\n\n                    The purpose of this Plan is to permit members of the Board\nof Directors of CSX Corporation to elect deferred receipt of director's fees.\nThis Plan is intended to constitute a deferred compensation plan for corporate\ndirector's fees in accordance with Revenue Ruling 71-419, Cumulative Bulletin\n1971-2, page 220.\n\n          2.   Definitions\n               -----------\n\n               The following words or terms used herein shall have the following\nmeanings:\n\n               (a)  \"Administrator: -- means CSX Corporation\n                     -------------\n\n                    (i)   Prior to a Change of Control, the Administrator shall\n                    be responsible for the general administration of the Plan,\n                    claims review, and for carrying out its provisions.\n                    Administration of the Plan shall be carried out consistent\n                    with the terms of the Plan.\n\n                    (ii)  Following a Change of Control, the Benefits Trust\n                    Committee may remove and\/or replace the Administrator.\n\n                    (iii) The Administrator shall have sole and absolute\n                    discretion to interpret the Plan and determine eligibility\n                    for and benefits hereunder. Decisions of the Administrator\n                    regarding participation in and the calculation of benefits\n                    under the Plan shall at all times be binding and conclusive\n                    on Participants, their beneficiaries, heirs and assigns.\n\n                    (iv)  Notwithstanding subsection (iii) above, following a\n                    Change of Control, final benefit determinations for\n                    Participants, their beneficiaries, heirs and assigns and\n                    decisions regarding benefit claims under the Plan shall rest\n                    with the Benefits Trust Committee or its delegate in its\n                    sole judgment and absolute discretion.\n\n               (b)  \"Benefits Trust Committee\" -- means the committee\n                     ------------------------\n                    established pursuant to the CSX Corporation and Affiliated\n                    Companies Benefits Assurance Trust document.\n\n               (c)  \"Board\" -- means the Board of Directors of CSX\n                     -----\n\n               (d)  \"Change of Control\" -- means any of the following:\n                     -----------------\n\n                    (i)   Stock Acquisition. The acquisition, by any individual,\n                          -----------------\n                    entity or group [within the meaning of Section 13(d)(3) or\n                    14(d)(2) of the Securities Exchange Act of 1934, as amended\n                    (the \"Exchange Act\")](a \"Person\") of beneficial ownership\n\n\n\n                    (within the meaning of Rule 13d-3 promulgated under the\n                    Exchange Act) of 20% or more of either (A) the then\n                    outstanding shares of common stock of the Corporation (the\n                    \"Outstanding Corporation Common Stock\"), or (B) the combined\n                    voting power of the then outstanding voting securities of\n                    the Corporation entitled to vote generally in the election\n                    of directors (the \"Outstanding Corporation Voting\n                    Securities\"); provided, however, that for purposes of this\n                                  --------  -------\n                    subsection(i), the following acquisitions shall not\n                    constitute a Change of Control: (A) any acquisition directly\n                    from the Corporation; (B) any acquisition by the\n                    Corporation; (C) any acquisition by any employee benefit\n                    plan (or related trust) sponsored or maintained by the\n                    Corporation or any corporation controlled by the\n                    Corporation; or (D) any acquisition by any corporation\n                    pursuant to a transaction which complies with clauses (A),\n                    (B) and (C) of subsection (iii) of this Section 2(d); or\n\n                    (ii)  Board Composition. Individuals who, as of the date\n                          -----------------\n                    hereof, constitute the Board of Directors (the \"Incumbent\n                    Board\") cease for any reason to constitute at least a\n                    majority of the Board of Directors; provided, however, that\n                    any individual becoming a director subsequent to the date\n                    hereof whose election or nomination for election by the\n                    Corporation's shareholders, was approved by a vote of at\n                    least a 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 individual whose\n                    initial assumption of office occurs as a result of an actual\n                    or threatened election contest with respect to the election\n                    or removal of directors or other actual or threatened\n                    solicitation of proxies or consents by or on behalf of a\n                    Person other than the Board of Directors; or\n\n                    (iii) Business Combination. Approval by the shareholders of\n                          --------------------\n                    the Corporation of a reorganization, merger, consolidation\n                    or sale or other disposition of all or substantially all of\n                    the assets of the Corporation or its principal subsidiary\n                    that is not subject, as a matter of law or contract, to\n                    approval by the Interstate Commerce Commission or any\n                    successor agency or regulatory body having jurisdiction over\n                    such transactions (the \"Agency\") (a \"Business Combination\"),\n                    in each case, unless, following such Business Combination:\n\n                              (A)  all or substantially all of the individuals\n                          and entities who were the beneficial owners,\n                          respectively, of the Outstanding Corporation Common\n                          Stock and Outstanding Corporation Voting Securities\n                          immediately prior to such Business Combination\n                          beneficially own, directly or indirectly, more than\n                          50% of, respectively, the then outstanding shares of\n                          common stock and the combined voting power of the then\n                          outstanding voting securities entitled to vote\n                          generally in the election of directors, as the case\n                          may be, of the corporation resulting from such\n                          Business Combination (including, without limitation, a\n                          corporation which as a result of such transaction owns\n                          the Corporation or its principal subsidiary or all or\n                          substantially all of the assets of the Corporation or\n                          its principal subsidiary either directly or through\n                          one or more subsidiaries) in substantially the same\n                          proportions as their ownership, immediately prior to\n                          such Business Combination of the Outstanding\n                          Corporation Common Stock and Outstanding Corporation\n                          Voting Securities, as the case may be;\n\n                                      -2-\n\n\n                              (B)  no Person (excluding any corporation\n                          resulting from such Business Combination or any\n                          employee benefit plan (or related trust) of the\n                          Corporation or such corporation resulting from such\n                          Business Combination) beneficially owns, directly or\n                          indirectly, 20% or more of, respectively, the then\n                          outstanding shares of common stock of the corporation\n                          resulting from such Business Combination or the\n                          combined voting power of the then outstanding voting\n                          securities of such corporation except to the extent\n                          that such ownership existed prior to the Business\n                          Combination; and\n\n                              (C)  at least a majority of the members of the\n                          board of directors resulting from such Business\n                          Combination were members of the Incumbent Board at the\n                          time of the execution of the initial agreement, or of\n                          the action of the Board of Directors, providing for\n                          such Business Combination; or\n\n                    (iv)  Regulated Business Combination. Approval by the\n                          ------------------------------\n                    shareholders of the Corporation of a Business Combination\n                    that is subject, as a matter of law or contract, to approval\n                    by the Agency (a \"Regulated Business Combination\") unless\n                    such Business Combination complies with clauses (A), (B) and\n                    (C) of subsection (iii) of this Section 2(d); or\n\n                    v)    Liquidation or Dissolution. Approval by the\n                          --------------------------\n                    shareholders of the Corporation of a complete liquidation or\n                    dissolution of the Corporation or its principal subsidiary.\n\n               (e)  \"CSX\" or \"Corporation\" -- means CSX Corporation\n                     ---      -----------\n               (f)  \"CSX's Accountants\" -- means the independent accountants,\n                     -----------------\n                    actuaries, benefits consulting firm or other entity engaged\n                    by CSX to provide Participant's accounting services for the\n                    Plan and, if selected or changed following a Change of\n                    Control, approved by the Benefits Trust Committee.\n\n               (g)  \"Director's Fees\" -- means any compensation, whether for\n                     ---------------\n               Board meetings or for Committee meetings or otherwise, earned by\n               a Member for services rendered as a Member during a particular\n               calendar year in which he has elected to be a Participant.\n\n               (h)  \"Distribution Event\" -- means any of the events listed in\n                     ------------------\n               Section 2(d), \"Change of Control,\" with the following\n               modification: the words \"Approval by the shareholders of the\n               Corporation of,\" in the first line of Sections 2(d)(iii) and\n               2(d)(iv) are replaced for purposes of this Section 2(h) with the\n               words, \"Consummation of, i.e., actual change in ownership of\n               Outstanding Corporation Common Stock, Outstanding Corporation\n               Voting Securities, and\/or assets of the Corporation or its\n               principal subsidiary by reason of,\".\n\n               (i)  \"Member\" -- means any person duly elected to the Board.\n                     ------\n\n               (j)  \"Participant\" -- means any Member who elects to participate\n                     -----------\n               in the Plan.\n\n               (k)  \"Plan\" -- means Corporate Director Deferred Compensation\n                     ----\n               Plan.\n\n                                      -3-\n\n\n               (l)  \"Secretary\" -- means the Corporate Secretary of CSX.\n                     ---------\n\n               (m)  \"Trust\" -- means the trust created under the CSX and\n                     -----\n               Affiliated Companies Benefits Assurance Trust Agreement or a\n               grantor trust or trusts established by CSX which will\n               substantially conform to the terms of the Internal Revenue\n               Service model trust as described in Revenue Procedure 92-64,\n               1992-2 C.B. 422. Except as provided in Section 10, CSX is not\n               obligated to make any contribution to the Trust.\n\n               (n)  \"Valuation Date\" -- means the last day of each calendar\n                     --------------\n               quarter and such other dates as the Administrator deems necessary\n               or appropriate to value the Participants' benefits under this\n               Plan. However, following a Change of Control, the selection of a\n               Valuation Date other than the last day of each calendar quarter\n               shall be subject to the approval of the Benefits Trust Committee.\n\n               In any instance in which the male gender is used herein, it shall\nalso include persons of the female gender in appropriate circumstances.\n\n          3.   Merger Provisions\n               -----------------\n\n               Any person who was a Participant under the Chessie System, Inc.\nCorporate Director Deferred Compensation Plan or who was a director and had made\nan election under the Seaboard Coast Line Industries, Inc. Nonfunded Deferred\nCompensation Plan for Directors shall automatically become a Participant under\nthis Plan effective upon the merger of Chessie System, Inc. and Seaboard Coast\nLine Industries, Inc. into the Corporation, provided that such a person shall be\na Member as defined in this Plan.\n\n               Director's Fees deferred previously under the terms of the\naforesaid director deferred compensation plans of Chessie System, Inc. and\nSeaboard Coast Line Industries, Inc. shall remain subject to the terms and\nconditions respectively provided therein, and the terms of this Plan shall only\ngovern as to Director's Fees earned on and after the date of merger into the\nCorporation.\n\n          4.   Participation\n               -------------\n\n               A Member may become a Participant for any calendar year by filing\na written Election to Participate in the Plan with the Secretary not later than\nDecember 31 immediately prior to the year in which Director's Fees are to be\nearned. Following a Change of Control, all Elections to Participate are subject\nto the approval of the Benefits Trust Committee.\n\n               An Election to Participate may be made with respect to all or any\npart of Director's Fees to be earned for any year or years to which such\nElection to Participate may relate.\n\n               An Election to Participate, once filed, shall apply to Director's\nFees earned in subsequent years in which a Participant shall serve as a Member,\nunless amended or revoked by written request to the Secretary.\n\n               Any person who becomes a Member and who was not a Member on the\npreceding December 31 may file an Election to Participate before his term as a\nMember begins.\n\n          5.   Deferral of Director's Fees\n               ---------------------------\n\n                                      -4-\n\n\n\n          CSX shall, during any year in which a Participant has an Election to\nParticipate on file with the Secretary, withhold and defer payment of all or any\nspecified part of Participant's Director's Fees in accordance with his Election\nto Participate. Prior to the beginning of any year, a Participant can elect to\nhave all or any portion of the amounts withheld, including all earnings thereon,\nor to be withheld, credited to an interest-accruing account (\"Interest Account\")\nand\/or to an enhanced interest-accruing account for calendar years 1986, 1987,\n1989 and 1990 (\"Enhanced Interest Account\"), and\/or to a CSX Phantom Stock\nAccount (\"Stock Account\"). Such deferral election can be made or changed before\nthe beginning of any year.\n\n          Interest shall accrue on the Interest Account from the date the\ndeferred Director's Fee would otherwise have been paid to the Participant until\nit is actually paid, such interest to be credited to the Participant's account\nand compounded quarterly at the end of each calendar quarter. The rate of\ninterest will be reviewed periodically, provided, however, following a Change of\nControl, any change in the rate of interest is subject to the approval of the\nBenefits Trust Committee.\n\n          Interest shall accrue on the Enhanced Interest Account from the first\nday of the month following the deferral and shall compound thereafter at an\nannual rate of 16% until all amounts are finally paid to the Participant.\n\n          Credits to the Stock Account shall be in full and fractional units\nbased on the closing price for CSX common stock as reported on the New York\nStock Exchange - Composite Listing (\"NYSE\") on the date the fees would otherwise\nhave been paid to the Participant. Dividends shall be credited in full and\nfractional units to the account based on the number of units in the account on\nthe record date and calculated based on the closing price for CSX common stock\non the dividend payment date.\n\n          A Participant, while a Member, may elect prior to the beginning of any\nyear to transfer all or any portion of amounts deferred, including all earnings\nthereon, to an Enhanced Interest Account, an Interest Account and\/or a Stock\nAccount, provided, however, that no transfer may be made out of an Enhanced\nInterest Account.\n\n     6.   Distribution of Deferred Director's Fees\n          ----------------------------------------\n\n          Amounts deferred under the Plan and credited to an Interest Account or\nStock Account shall be distributed to a Participant from the account(s)\nmaintained in respect of his account in a lump sum at the beginning of the year\nfollowing the year in which a Participant ceases to be a Member, unless he shall\nelect installments as provided below. Amounts deferred and credited to an\nEnhanced Interest Account shall be distributed over an installment period\nelected by the Participant.\n\n          The value of a Participant's Interest Account shall be the sum of\namounts deferred and all interest accrued thereon. The value of an Enhanced\nInterest Account shall be the sum of amounts deferred and all interest accrued\nthereon. The value of a Stock Account shall be the value of the units in a\nParticipant's account based on the closing price for CSX common stock as\nreported on the NYSE on the last business day of the year in which a Participant\nceases to be a Member, unless he shall elect annual or quarterly installments as\nprovided below. The value of a Stock Account will fluctuate in value in line\nwith the fluctuation in the price of CSX common stock. There can be no assurance\non the market value of the phantom units either at the time of acquisition or at\nany time during the distribution period, nor can there be any assurance as to\nthe continuation of dividends.\n\n                                      -5-\n\n\n\n               Distribution of Deferred amounts shall begin with either the\nfirst day of the calendar year immediately following the year in which a\nParticipant shall cease to be a Member for any reason other than death, or the\nfirst day of the calendar year immediately following the year in which a\nParticipant shall cease to be a Member and shall have attained age 65, as the\nMember may elect.\n\n               If installment payments are elected for Interest or Stock\nAccounts, payments shall be made, as the Participant may elect, for either (a)\nfive years, (b) ten years, or (c) any other designated period which shall be not\nless than the period he was a Participant nor exceed ten years. For Enhanced\nInterest Accounts, the Participant may elect to receive payments over (a) five\nyears, (b) ten years, or (c) fifteen years.\n\n               For Interest Accounts and Stock Accounts, installments shall be\non an annual or quarterly basis as the Member may elect. The amount of each\ninstallment shall be determined by multiplying the value of the Participant's\naccount at the end of the calendar quarter immediately preceding the installment\ndate by a fraction, the numerator of which shall be one (1) and the denominator\nof which shall be the number of installment payments over which payment of such\namount is to be made, less the number of installment payments theretofore made.\n\n               For Enhanced Interest Accounts, payments shall be in level\ninstallments on a monthly basis over the number of years (five, ten, or fifteen)\nas elected by the Member.\n\n               The elections provided in this Section 6 shall be made in writing\nin a Participant's Election to Participate and shall be subject to all other\nprovisions of the Plan relating thereto and to the deferral of receipt of\nDirector's Fees.\n\n               In the event a Participant shall die while he is a Member, the\namount appearing as the credit balance of his account, or the value of the units\nin his Stock Account, shall be paid in either a lump sum or installments\n(consistent with the election made by the Participant as described in this\nSection 6) to his Designated Beneficiary. Each Participant may file with the\nSecretary a Designation of Beneficiary for this purpose.\n\n               In the event a Participant shall die after he ceases to be a\nMember and before he has received complete distribution from his account, any\ncredit balance of his account, including interest, or the value of the units in\nhis Stock Account, shall be paid to his Designated Beneficiary consistent with\nthe election made by the Participant as described in this Section 6.\n\n               In the event a Participant shall not file a Designation of\nBeneficiary, or his Designated Beneficiary is not living at the Participant's\ndeath, the balance credited to his account, including interest, shall be paid in\nfull to his estate not later than the tenth day of the calendar year following\nhis date of death.\n\n          7.   Death Benefit\n               -------------\n\n               For Participants electing to have deferred Director's Fees\ncredited to an Enhanced Interest Account who die while a Member, a death benefit\nequal to the greater of three times the amount of Director's Fees deferred or\nthe amount of Director's Fees deferred plus accumulated interest will be paid to\nthe Member's Designated Beneficiary. For Participants in an Enhanced Interest\nAccount who die after ceasing to be a Member, a lump sum death benefit of\n$10,000 will be paid to the Designated Beneficiary. This death benefit shall\napply only to Director's Fees deferred after December 31, 1985 and which have\n\n                                      -6-\n\n\n\nbeen credited to an Enhanced Interest Account. This death benefit shall not\napply to any amounts credited to an Enhanced Interest Account by reason of\ntransfer from an Interest Account and\/or a Stock Account.\n\n               In the event a Participant shall not file a Designation of\nBeneficiary, or the Designated Beneficiary is not living at the Participant's\ndeath, the death benefit shall be paid to the Participant's estate.\n\n          8.   Amendment or Termination of Election to Participate\n               ---------------------------------------------------\n\n               A Participant may amend or terminate his Election to Participate\nby written request to the Secretary, which shall become effective for the\ncalendar year following the year in which his request is made; provided,\nhowever, that no amendment shall be made to contravene the deferral of\nDirector's Fees previously made under the provisions of this Plan.\n\n               In the event a Participant amends or terminates his Election to\nParticipate and remains a Member, he shall not be entitled to receive any\ndistribution from his account until he ceases to be a Member, and distributions\nshall be made only as provided in Section 6 of this Plan.\n\n          9.   Obligation of CSX\n               -----------------\n\n          This Plan shall be unfunded and credits to the memorandum account(s)\nof each Participant shall not be set apart for him nor otherwise made available\nso that he may draw upon it at any time, except as provided in this Plan.\nNeither any Participant nor his Designated Beneficiary shall have any right,\ntitle, or interest in such credits or any claim against them. Payments may only\nbe made at such times and in the manner expressly provided in this Plan. CSX's\ncontractual obligation is to make the payments when due. No notes or security\nfor the payment of any Participant's account shall be issued by CSX.\n\n          10.  Change of Control\n               -----------------\n\n               10.1  If a Change of Control has occurred, the Administrator\n          shall cause CSX to contribute to the Trust, within 7 days of such\n          Change of Control, a lump sum payment equal to the unfunded aggregate\n          value of the amount each Participant would be eligible to receive\n          under 10.2 below (but calculated with respect to the Valuation Date\n          described in this sentence, rather than the date of the applicable\n          Distribution Event) as of the latest Valuation Date coinciding with or\n          preceding the date of Change of Control to the extent such amounts are\n          not already in the Trust. The aggregate value of the amount of the\n          lump sum to be contributed to the Trust pursuant to this Section 10\n          shall be determined by CSX's Accountants after consultation with the\n          entity then maintaining the Plan's records. Thereafter, CSX's\n          Accountants shall annually determine as of a Valuation Date for each\n          Participant not receiving a lump sum payment pursuant to Section 10.2,\n          below, the amounts which would be payable under such subsection were a\n          Distribution Event to occur at the date of such determination. To the\n          extent that the value of the assets held in the Trust relating to this\n          Plan do not equal the aggregate amount described in the preceding\n          sentence, at the time of the valuation, as determined by CSX's\n          Accountants, CSX shall make a lump sum contribution to the Trust equal\n          to the difference. In no event, however, shall the Company's\n          contribution to the Trust be less than the amount that would have been\n          contributed thereto with respect to liabilities relating to the Plan\n          (including related administrative and investment expenses), pursuant\n          to and at the time and in the manner provided under Section 1(h) of\n          the Trust.\n\n                                      -7-\n\n\n\n               10.2  In the event a Distribution Event has occurred, the trustee\n          of the Trust shall, within 45days of such Distribution Event, pay to\n          each Participant not making an election under 10.3 below, a lump sum\n          payment equal to the amount the Participant would have been entitled\n          to receive determined under Section 6 had he ceased to be a Member and\n          selected an immediate lump sum payment. The amount of each\n          Participant's lump sum payment shall be determined by CSX's\n          Accountants.\n\n               10.3  Each Participant may elect in a time and manner determined\n          by the Administrator but in no event later than December 31, 1996 to\n          have amounts and benefits determined and payable under the terms of\n          the Plan as if a Distribution Event had not occurred. New Participants\n          in the Plan may elect in a time and manner determined by the\n          Administrator, but in no event later than 90 days after becoming a\n          Participant, to have amounts and benefits determined and payable under\n          the terms of the Plan as if a Distribution Event had not occurred. A\n          Participant who has made an election, as set forth in the two\n          preceding sentences, may, at any time and from time to time, change\n          that election; provided, however, a change of election that is made\n          within one year of a Distribution Event shall be invalid.\n\n               10.4  Notwithstanding anything in the Plan to the contrary, each\n          Participant who has made an election under Section 10.3, above, may\n          elect within 90 days following a Distribution Event, in a time and\n          manner determined by the Administrator, to receive a lump sum payment\n          calculated under the provisions of 10.3, above, determined as of the\n          Valuation Date next preceding such payment, except that such\n          calculated amount shall be reduced by 5% and such reduction shall be\n          irrevocably forfeited to CSX by the Participant. Furthermore, as a\n          result of such election, the Participant shall no longer be eligible\n          to participate or otherwise benefit from the Plan. Payments under this\n          Section 10.4 shall be made not later than 7 days following receipt by\n          CSX of the Participant's election. The Administrator shall, no later\n          than 7 days after a Distribution Event has occurred, give written\n          notification to each Participant eligible to make an election under\n          this Section 10.4, that a Distribution Event has occurred and\n          informing such Participant of the availability of the election.\n\n          11.  Claims Against Participant's Account\n               ------------------------------------\n\n               No credits to the account of any Participant under this Plan\nshall be subject in any manner to anticipation, alienation, sale, transfer,\nassignment, pledge, encumbrance, or charge, and any attempt to do so shall be\nvoid. Nor shall any credit be subject to attachment or legal process for debts\nor other obligations. Nothing contained in this Plan shall give any Participant\nany interest, lien, or claim against any specific asset of CSX. No Participant\nor his Designated Beneficiary shall have any rights other than as a general\ncreditor of CSX.\n\n          12.  Competition by Participant\n               --------------------------\n\n               In the event a Participant ceases to be a Member and becomes a\nproprietor, officer, partner, employee, director, or otherwise becomes\naffiliated with any business that is in competition with the Corporation, the\nentire balance credited to his account, including interest, or the value of the\nunits in his Stock Account, if prior to a Change of Control, may, if directed by\nthe Board in its sole discretion, be paid immediately to him in a lump sum.\nFollowing a Change of Control, such a decision by the Board is subject to the\napproval of the Benefits Trust Committee.\n\n          13.  Payment of Credit Balance to Participant's Account\n               --------------------------------------------------\n\n                                      -8-\n\n\n\n               Notwithstanding anything herein to the contrary, prior to a\nChange of Control, the Board may, in its sole discretion, direct payment in a\nlump sum, of any or all of the credit balance appearing at the time in the\naccount of a Participant, and\/or of the value of the units in his Stock Account.\nFollowing a Change of Control, such action by the Board is subject to the\napproval of the Benefits Trust Committee.\n\n               Further, the obligations of CSX and the benefit due any\nParticipant or Designated Beneficiary under the Plan shall be reduced by any\namount received in regard thereto under the Trust or any similar trust or other\nvehicle.\n\n          14.  Joint and Several Obligation\n               ----------------------------\n\n               To the extent reflected by resolutions of the applicable boards\nof directors, obligations for benefits under this Plan shall be joint and\nseveral.\n\n          15.  Amendment or Termination\n               ------------------------\n\n               Prior to a Change of Control, this Plan may be altered, amended,\nsuspended, or terminated at any time by the Board, on the recommendation of the\nCompensation Committee of the Board, provided, however, that no alteration,\namendment, suspension, or termination shall be made to this Plan which would\nresult in the distribution of amounts credited to the accounts of all\nParticipants in any manner other than is provided in this Plan without the\nconsent of all Participants.\n\n                                      -9-\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":[9539,9542],"class_list":["post-38717","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38717","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=38717"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38717"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38717"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38717"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}