{"id":38718,"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-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"corporate-director-deferred-compensation-plan-csx-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/corporate-director-deferred-compensation-plan-csx-corp2.html","title":{"rendered":"Corporate Director Deferred Compensation Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                                 CSX CORPORATION\n                  CORPORATE DIRECTOR DEFERRED COMPENSATION PLAN\n\n                           EFFECTIVE NOVEMBER 1, 1980\n\n                As Amended and Restated Effective January 1, 1995\n                     (As Amended through December 31, 1997)\n\n            1.   Purpose\n\n                 The  purpose of this Plan is to permit  members of the Board of\nDirectors of CSX Corporation to elect deferred  receipt of director's fees. This\nPlan 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                 The  following  words  or  terms  used  herein  shall  have the\nfollowing meanings:\n\n                 (a)  'Administrator: -- means CSX Corporation\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 with\n                 the terms of the Plan.\n\n                     (ii)  Following a Change of  Control,  the  Benefits  Trust\n                     Committee may remove\n                and\/or replace the Administrator.\n\n                     (iii)  The  Administrator  shall  have  sole  and  absolute\n                 discretion to interpret the Plan and determine  eligibility for\n                 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 on\n                 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 sole\n                 judgment and absolute discretion.\n\n                 (b)  'Benefits Trust Committee'  --   means    the    committee\n                       -------------------------  established  pursuant  to  the\n                      CSX   Corporation   and   Affiliated   Companies  Benefits\n                      Assurance  Trust document.\n\n                 (c) 'Board' -- means the Board of Directors of CSX\n\n                 (d)  'Change of Control' -- means any of the following:\n\n                     (i) Stock Acquisition.  The acquisition, by any individual,\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                 (within  the  meaning  of  Rule  13d-3  promulgated  under  the\n                 Exchange Act) of 20% or more of either (A) the then outstanding\n                 shares of common  stock of the  Corporation  (the  'Outstanding\n                 Corporation Common Stock'), or (B) the combined voting power of\n                 the  then  outstanding  voting  securities  of the  Corporation\n                 entitled to vote  generally in the  election of directors  (the\n                 'Outstanding   Corporation   Voting   Securities');   provided,\n                 however, that for purposes of this subsection(i), the following\n                 acquisitions shall not constitute a Change of Control:  (A) any\n                 acquisition directly from the Corporation;  (B) any acquisition\n                 by the 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  Corporation;\n                 or  (D)  any  acquisition  by  any  corporation  pursuant  to a\n                 transaction  which  complies  with  clauses (A), (B) and (C) of\n                 subsection (iii) of this Section 2(d); or\n\n                     (ii) Board  Composition.  Individuals  who,  as of the date\n                 hereof,  constitute  the  Board of  Directors  (the  'Incumbent\n                 Board')  cease for any reason to constitute at least a majority\n                 of  the  Board  of  Directors;   provided,  however,  that  any\n                 individual  becoming a director  subsequent  to the date hereof\n                 whose election or nomination for election by the  Corporation's\n                 shareholders,  was approved by a vote of at least a majority of\n                 the directors  then  comprising  the  Incumbent  Board shall be\n                 considered  as  though  such  individual  were a member  of the\n                 Incumbent  Board,  but  excluding,  for this purpose,  any such\n                 individual  whose  initial  assumption  of  office  occurs as a\n                 result of an actual or threatened election contest with respect\n                 to the  election  or removal of  directors  or other  actual or\n                 threatened  solicitation of proxies or consents by or on behalf\n                 of a Person other than the Board of Directors; or\n\n                     (iii) Business Combination. Approval by the shareholders of\n                 the Corporation of a reorganization,  merger,  consolidation or\n                 sale or other  disposition of all or  substantially  all of the\n                 assets of the  Corporation or its principal  subsidiary that is\n                 not subject, as a matter of law or contract, to approval by the\n                 Interstate  Commerce  Commission  or any  successor  agency  or\n                 regulatory body having jurisdiction over such transactions (the\n                 'Agency') (a  'Business  Combination'),  in each case,  unless,\n                 following such Business Combination:\n\n                          (A)all or  substantially  all of the  individuals  and\n                     entities who were the beneficial owners,  respectively,  of\n                     the  Outstanding  Corporation  Common Stock and Outstanding\n                     Corporation  Voting  Securities  immediately  prior to such\n                     Business   Combination   beneficially   own,   directly  or\n                     indirectly,  more  than  50%  of,  respectively,  the  then\n                     outstanding  shares of common stock and the combined voting\n                     power of the then outstanding voting securities entitled to\n                     vote  generally in the election of  directors,  as the case\n                     may be, of the  corporation  resulting  from such  Business\n                     Combination (including,  without limitation,  a corporation\n                     which as a result of such  transaction owns the Corporation\n                     or its principal  subsidiary or all or substantially all of\n                     the assets of the  Corporation or its principal  subsidiary\n                     either  directly  or through one or more  subsidiaries)  in\n                     substantially  the same  proportions  as  their  ownership,\n                     immediately  prior  to  such  Business  Combination  of the\n                     Outstanding   Corporation   Common  Stock  and  Outstanding\n                     Corporation Voting Securities, as the case may be;\n\n                          (B)no Person (excluding any corporation resulting from\n                     such Business  Combination or any employee benefit plan (or\n                     related  trust)  of the  Corporation  or  such  corporation\n                     resulting  from  such  Business  Combination)  beneficially\n                     owns, directly or indirectly, 20% or more of, respectively,\n                     the  then  outstanding   shares  of  common  stock  of  the\n                     corporation 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 that\n                     such ownership  existed prior to the Business  Combination;\n                     and\n\n                          (C)at  least a majority of the members of the board of\n                     directors  resulting  from such Business  Combination  were\n                     members of the Incumbent Board at the time of the execution\n                     of the initial agreement,  or of the action of the Board of\n                     Directors, providing for such Business Combination; or\n\n                     (iv)  Regulated  Business  Combination.   Approval  by  the\n                 shareholders of the Corporation of a Business  Combination that\n                 is subject, as a matter of law or contract,  to approval by the\n                 Agency  (a  'Regulated  Business   Combination')   unless  such\n                 Business  Combination complies with clauses (A), (B) and (C) of\n                 subsection (iii) of this Section 2(d); or\n\n                     (v)   Liquidation   or   Dissolution.   Approval   by   the\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                      actuaries,   benefits  consulting  firm  or  other  entity\n                      engaged  by  CSX  to  provide   Participant's   accounting\n                      services for the Plan and, if selected or changed\n                      following a Change of Control,\n                      approved by the Benefits Trust Committee.\n\n                 (g)  'Director's Fees' -- means any  compensation,  whether for\n                      Board  meetings or for  Committee  meetings or  otherwise,\n                      earned  by a  Member  for  services  rendered  as a Member\n                      during a particular  calendar year in which he has elected\n                      to be a Participant\n\n                 (h) 'Member' -- means any person duly elected to the Board\n\n                 (i) 'Participant' -- means any Member who elects to participate\n                     in the Plan\n\n                 (j) 'Plan' --  means  Corporate  Director Deferred Compensation\n                     Plan\n\n                 (k) 'Secretary' -- means the Corporate Secretary of CSX\n\n                 (l)  'Trust'  -- means  the  trust  created  under  the CSX and\n                      Affiliated Companies Benefits Assurance Trust Agreement or\n                      a 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\n                      92-64,  1992-2 C.B. 422. Except as provided in Section 10,\n                      CSX is not  obligated  to  make  any  contribution  to the\n                      Trust.\n\n                 (m)  'Valuation  Date' -- means  the last day of each  calendar\n                      quarter  and such other dates as the  Administrator  deems\n                      necessary  or  appropriate  to  value  the   Participants'\n                      benefits under this Plan.  However,  following a Change of\n                      Control,  the selection of a Valuation Date other than the\n                      last day of each calendar  quarter shall be subject to the\n                      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                 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                 A Member  may become a  Participant  for any  calendar  year by\nfiling a written  Election to  Participate  in the Plan with the  Secretary  not\nlater than December 31 immediately  prior to the year in which  Director's  Fees\nare to be earned.  Following a Change of Control,  all Elections to  Participate\nare subject to the approval of the Benefits Trust Committee.\n\n                 An Election to  Participate  may be made with respect to all or\nany part 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\nDirector's Fees earned in subsequent years in which a Participant shall serve as\na Member, unless 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                 CSX  shall,  during  any  year in  which a  Participant  has an\nElection to Participate  on file with the Secretary,  withhold and defer payment\nof all or any specified part of Participant's Director's Fees in accordance with\nhis Election to  Participate.  Prior to the beginning of any year, a Participant\ncan elect to have all or any  portion of the  amounts  withheld,  including  all\nearnings thereon, or to be withheld,  credited to an  interest-accruing  account\n('Interest  Account')  and\/or  to  an  enhanced  interest-accruing  account  for\ncalendar years 1986, 1987, 1989 and 1990 ('Enhanced Interest  Account'),  and\/or\nto a CSX Phantom Stock Account ('Stock Account').  Such deferral election can be\nmade or changed before the 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\nfirst day of the month  following the deferral and shall compound  thereafter at\nan annual 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\nunits  based on the  closing  price for CSX common  stock as reported on the New\nYork  Stock  Exchange  Composite  Listing  ('NYSE')  on the date the fees  would\notherwise have been paid to the Participant. Dividends shall be credited in full\nand fractional  units to the account based on the number of units in the account\non the record  date and  calculated  based on the  closing  price for CSX common\nstock on the dividend payment date.\n\n                 A Participant, while a Member, may elect prior to the beginning\nof any year to transfer all or any portion of amounts  deferred,  including  all\nearnings thereon,  to an Enhanced Interest Account, an Interest Account and\/or a\nStock  Account,  provided,  however,  that no  transfer  may be  made  out of an\nEnhanced Interest Account.\n\n            6.   Distribution of Deferred Director's Fees\n\n                 Amounts  deferred  under the Plan and  credited  to an Interest\nAccount  or  Stock  Account  shall  be  distributed  to a  Participant  from the\naccount(s)  maintained  in respect of his account in a lump sum at the beginning\nof the year  following  the year in which a  Participant  ceases to be a Member,\nunless he shall elect  installments  as provided  below.  Amounts  deferred  and\ncredited  to  an  Enhanced   Interest  Account  shall  be  distributed  over  an\ninstallment period elected by the Participant.\n\n                 The value of a Participant's  Interest Account shall be the sum\nof amounts 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                 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\nwriting in a  Participant's  Election to Participate and shall be subject to all\nother  provisions 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                 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\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                 A   Participant   may  amend  or  terminate   his  Election  to\nParticipate by written  request to the Secretary,  which shall become  effective\nfor the calendar 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                 This Plan  shall be  unfunded  and  credits  to the  memorandum\naccount(s) of each Participant shall not be set apart for him nor otherwise made\navailable  so that he may draw upon it at any time,  except as  provided in this\nPlan.  Neither any  Participant  nor his Designated  Beneficiary  shall have any\nright,  title,  or interest in such credits or any claim against them.  Payments\nmay only be made at such  times and in the  manner  expressly  provided  in this\nPlan. CSX's contractual obligation is to make the payments when due. No notes or\nsecurity for the payment of any Participant's account shall be issued by CSX.\n\n            10.  Change of Control\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\n            aggregate value of the amount each Participant  would be eligible to\n            receive  (determined  under 10.2  below) as of the latest  Valuation\n            Date  coinciding  with or preceding the date of Change of Control to\n            the extent such amounts are not already in the Trust.  The aggregate\n            value of the amount of the lump sum to be  contributed  to the Trust\n            pursuant to this Section 10 shall be determined by CSX's Accountants\n            after  consultation  with the  entity  then  maintaining  the Plan's\n            records.  Thereafter,  CSX's Accountants shall annually determine as\n            of a Valuation  Date for each  Participant  not receiving a lump sum\n            payment pursuant to Section 10.2,  below, the amounts which would be\n            payable under such  subsection  were a Change of Control to occur at\n            the date of such determination.  To the extent that the value of the\n            assets  held in the  Trust  relating  to this  Plan do not equal the\n            aggregate amount described in the preceding sentence, at the time of\n            the valuation, as determined by CSX's Accountants,  CSX shall make a\n            lump sum  contribution to the Trust equal to the  difference.  In no\n            event,  however,  shall the Company's  contribution  to the Trust be\n            less than the amount that would have been  contributed  thereto with\n            respect  to  liabilities  relating  to the Plan  (including  related\n            administrative and investment expenses), pursuant to and at the time\n            and in the manner provided under Section 1(h) of the Trust.\n\n            10.2 In the event a Change of Control has  occurred,  the trustee of\n            the Trust  shall,  within  45days of such Change of Control,  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\n            and  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,\n            or the  occurrence  of a Change  of  Control,  if  earlier,  to have\n            amounts and benefits  determined  and payable under the terms of the\n            Plan as if a Change of Control had not occurred. New Participants in\n            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\n            under  the  terms  of the  Plan as if a Change  of  Control  had not\n            occurred.  A Participant  who has made an election,  as set forth in\n            the two preceding sentences, may, at any time and from time to time,\n            change that election;  provided,  however, a change of election that\n            is made within one year of a Change of Control 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 Change of Control,  in a time and\n            manner  determined  by the  Administrator,  to  receive  a lump  sum\n            payment  calculated under the provisions of 10.3, above,  determined\n            as of the Valuation Date next  preceding  such payment,  except that\n            such  calculated  amount  shall be reduced by 5% and such  reduction\n            shall  be   irrevocably   forfeited  to  CSX  by  the   Participant.\n            Furthermore,  as a result of such election, the Participant shall no\n            longer be eligible to  participate  or  otherwise  benefit  from the\n            Plan.  Payments under this Section 10.4 shall be made not later than\n            7 days following receipt by CSX of the Participant's  election.  The\n            Administrator  shall, no later than 7 days after a Change of Control\n            has occurred, give written notification to each Participant eligible\n            to make an  election  under  this  Section  10.4,  that a Change  of\n            Control  has  occurred  and  informing   such   Participant  of  the\n            availability of the election.\n\n            11.  Claims Against Participant's Account\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                 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                 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                 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                 Prior  to a  Change  of  Control,  this  Plan  may be  altered,\namended,   suspended,   or  terminated  at  any  time  by  the  Board,   on  the\nrecommendation of the Compensation  Committee of the Board,  provided,  however,\nthat no alteration,  amendment, suspension, or termination shall be made to this\nPlan which would result in the  distribution of amounts credited to the accounts\nof all  Participants  in any manner  other than is provided in this Plan without\nthe consent of all Participants.\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":[9539,9542],"class_list":["post-38718","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\/38718","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=38718"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38718"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38718"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38718"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}