{"id":38764,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-program-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-program-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-program-csx-corp.html","title":{"rendered":"Deferred Compensation Program &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                          DEFERRED COMPENSATION PROGRAM\n                        FOR EXECUTIVES OF CSX CORPORATION\n                            AND AFFILIATED COMPANIES\n\n                     As Amended and Restated January 1, 1998\n\n\n\n1.      Purpose\n\n        The purpose of this Program is to provide  eligible  executives  with an\nopportunity to supplement their retirement  income.  This Program is intended to\nbenefit a select group of management or highly compensated employees.\n\n2.      Definitions\n\n        2.1   'Administrator'   means  the   Corporation.   The  duties  of  the\nadministrator  shall be performed by a person or persons designated by the Chief\nExecutive Officer of the Corporation to perform such duties.\n\n        2.2  'Affiliated  Company'  means the  Corporation  and any  company  or\ncorporation  directly or  indirectly  controlled  by the  Corporation  which the\nCompensation   Committee   designates  for  participation  in  this  Program  in\naccordance with Section 15.2.\n\n        2.3 'Award' means, for any year, the amount awarded to an employee of an\nAffiliated  Company for that year and,  in the  absence of a Deferral  Agreement\nwith respect to such  amount,  payable to him in the  succeeding  year under the\nMICP, including any special incentive award.\n\n        2.4 'Benefits Trust Committee'  means the committee  created pursuant to\nthe CSX Corporation and Affiliated Companies Benefits Assurance Trust Agreement.\n\n        2.5 'Board' means the Board of Directors of the Corporation.\n\n        2.6 'Change of Control' shall mean any of the following:\n\n                      (a) 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 (the\n               'Exchange Act')] (a 'Person') of beneficial ownership (within the\n               meaning of Rule 13d-3  promulgated under the Exchange Act) of 20%\n               or more of either (i) the then outstanding shares of common stock\n               of the Corporation (the 'Outstanding  Corporation Common Stock'),\n               or (ii) the combined voting power of the then outstanding  voting\n               securities of the  Corporation  entitled to vote generally in the\n               election  of  directors  (the  'Outstanding   Corporation  Voting\n               Securities');  provided,  however,  that  for  purposes  of  this\n               subsection (a), the following acquisitions shall not constitute a\n               Change  of  Control:   (i)  any  acquisition  directly  from  the\n               Corporation;  (ii) any acquisition by the Corporation;  (iii) any\n               acquisition  by any  employee  benefit  plan (or  related  trust)\n               sponsored or maintained  by the  Corporation  or any  corporation\n               controlled by the  Corporation;  or (iv) any  acquisition  by any\n               corporation pursuant to a transaction which complies with clauses\n               (i), (ii) and (iii) of subsection (c) of this Section 2.6; or\n\n                      (b) Board  Composition.  Individuals  who,  as of the date\n               hereof, constitute the Board of Directors (the 'Incumbent Board')\n               cease for any reason to  constitute  at least a  majority  of the\n               Board  of  Directors;  provided,  however,  that  any  individual\n               becoming a director  subsequent to the date hereof whose election\n               or nomination for election by the Corporation's shareholders, was\n               approved by a vote of at least a majority of the  directors  then\n               comprising the Incumbent Board shall be considered as though such\n               individual were a member of the Incumbent  Board,  but excluding,\n               for this purpose, any such individual whose initial assumption of\n               office  occurs as a result of an  actual or  threatened  election\n               contest  with  respect to the election or removal of directors or\n               other actual or threatened solicitation of proxies or consents by\n               or on behalf of a Person other than the Board of Directors; or\n\n                      (c) 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 not\n               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                             (i) all or substantially all of the individuals and\n                             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\n                             of common  stock and the  combined  voting power of\n                             the then outstanding voting securities  entitled to\n                             vote generally in the election of directors, as the\n                             case may be, of the corporation resulting from such\n                             Business    Combination     (including,     without\n                             limitation, a corporation which as a result of such\n                             transaction  owns the  Corporation or its principal\n                             subsidiary  or  all  or  substantially  all  of the\n                             assets  of  the   Corporation   or  its   principal\n                             subsidiary  either  directly or through one or more\n                             subsidiaries) in substantially the same proportions\n                             as  their  ownership,  immediately  prior  to  such\n                             Business Combination of the Outstanding Corporation\n                             Common  Stock and  Outstanding  Corporation  Voting\n                             Securities, as the case may be;\n\n                             (ii) no Person (excluding any corporation resulting\n                             from  such  Business  Combination  or any  employee\n                             benefit plan (or related trust) of the  Corporation\n                             or 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                             (iii) 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\n                             the time of the execution of the initial agreement,\n                             or  of  the  action  of  the  Board  of  Directors,\n                             providing for such Business Combination; or\n\n                      (d)  Regulated  Business  Combination.   Approval  by  the\n               shareholders of the Corporation of a Business Combination that is\n               subject,  as a matter  of law or  contract,  to  approval  by the\n               Agency (a 'Regulated Business  Combination') unless such Business\n               Combination   complies  with  clauses  (i),  (ii)  and  (iii)  of\n               subsection (c) of this Section XI(5); or\n\n                      (e)   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        2.7  'Compensation  Committee' means the  Compensation  Committee of the\nBoard.\n\n        2.8 'Corporation' means CSX Corporation, a Virginia corporation, and any\nsuccessor thereto by merger, purchase or otherwise.\n\n        2.9  'Corporation's  Accountant's'  means the independent  accountant or\naccountants  engaged by the Corporation and, if selected or changed  following a\nChange of Control, approved by the Benefits Trust Committee.\n\n        2.10 'Deferral  Agreement'  means a completed  agreement,  including any\nattachments and appendices thereto, in the form determined by the Administrator,\nbetween  an  Eligible  Executive  and the  Affiliated  Company of which he is an\nemployee, under which the Eligible Executive agrees to defer all or a portion of\nhis Award in accordance with the provisions of Section 3.\n\n        2.11  'Deferral  Date'  means  with  respect to any  Deferral  Agreement\nentered into by an Eligible  Executive,  the first day of the month in which the\nAward  subject  to the  Deferral  Agreement  would be  payable  to the  Eligible\nExecutive in the absence of such Deferral Agreement.\n\n        2.12   'Divisive   Transaction'   means  a  transaction   in  which  the\nParticipant's  employer  ceases  to  be a  Subsidiary  or  there  is a  sale  of\nsubstantially all of the assets of the Subsidiary.\n\n        2.13  'Eligible  Executive'  means,  for any  year,  an  employee  of an\nAffiliated Company who is in salary grades 22 through 40 as of (a) December 30th\nof such year or (b) for calendar  years  beginning on or after  January 1, 1986,\nthe date in such year he retired from the Affiliated  Companies or terminated on\naccount of disability,  as determined by the Administrator,  provided,  however,\nthat the Administrator, in its sole discretion, may designate any other employee\nof an Affiliated Company as an Eligible Executive for such year. Notwithstanding\nthe preceding,  following a Change of Control,  such action by the Administrator\nis subject to the approval of the Benefits Trust Committee.\n\n        2.14  'Equivalent'  means of equal present or accumulated value based on\nthe  interest  rates  set  forth  in  the  applicable  Deferral  Agreements.  In\ndetermining  Equivalent  values,  only  the  value of  benefits  for  which  the\neligibility requirements have been met shall be included.\n\n        2.15  'MICP'  means  the  Affiliated   Companies'  Management  Incentive\nCompensation Plans, as from time to time in effect.\n\n        2.16 'Normal Retirement Date' means the later of:\n\n                      (a) the  last day of the month in  which  a  Participant's\n                62nd birthday occurs, or\n\n                      (b) the earlier of (i) the last day of the month preceding\n               the 2nd anniversary of the  Participant's  earliest Deferral Date\n               or (ii) the last day of the month in which a  Participant's  65th\n               birthday occurs.\n\n        2.17  'Participant'  means an Eligible  Executive  who elects to defer a\nportion of his Award in accordance with the provisions of Section 3.\n\n        2.18 'Program' means this Deferred  Compensation  Program for Executives\nof CSX Corporation and Affiliated Companies.\n\n        2.19 'Service' means an employee's months of continuous  employment with\nthe  Affiliated  Companies.  In  the  event  the  employee  has a  break  in his\ncontinuous  employment,  his period of  employment  prior to the break  shall be\ncredited  to the  employee  in  accordance  with the rules  governing  breaks in\nservice under the CSX Pension Plan.\n\n        2.20 'Subsidiary' means a corporation more than 50% of the voting shares\nof which are owned directly or indirectly by the Corporation.\n\n        2.21 'Trust' means the CSX Corporation and Affiliated Companies Benefits\nAssurance  Trust.  Except as  provided  in Section  18, the  Corporation  is not\nobligated to make any contribution to the Trust.\n\n        2.22  'Valuation  Date' means the last day of each calendar  quarter and\nsuch other dates as the  Administrator  deems  necessary or appropriate to value\nthe  Participants'  benefits under this Program.  Following a Change of Control,\nthe Benefits  Trust  Committee  shall have final approval over any date selected\nother than the last day of each calendar year.\n\n3.      Deferral of Awards\n\n        3.1 At any time prior to the close of  business  on  December  30 in any\ncalendar year, an Eligible  Executive may elect to defer all or a portion of his\nAward,  if any, for that year.  Such election shall be made by filing a Deferral\nAgreement with the  Administrator on or before the close of business on December\n30 of the calendar  year for which the Award is made. In the event that December\n30 does not fall on a weekday, such filing must be made by the close of business\non the last prior business day.\n\n        3.2    Subject to the provisions of Sections 3.3 and 3.4:\n\n                      (a)    an  Eligible  Executive  in 1985 may elect to defer\n               up to 100% of  his 1985 Award;\n\n                      (b)    an  Eligible  Executive  in 1986 may elect to defer\n               up to 100% of his 1986 Award;\n\n                      (c)    an  Eligible  Executive  in 1988 may elect to defer\n               up to 100% of his 1988 Award; and\n\n                      (d)    an  Eligible  Executive  in 1989 may elect to defer\n               up to 100% of his 1989 Award.\n\n        3.3 The minimum amount which an Eligible Executive may defer in any year\nshall be the lesser of $5,000 or the maximum  amount  determined  under  Section\n3.2.  If an  Eligible  Executive  elects to defer  less than  this  amount,  his\nelection shall not be effective.\n\n        3.4 In its sole discretion, the Compensation Committee may, at any time,\nimpose additional  limits on the maximum amount which an Eligible  Executive may\nelect  to  defer  under  this  Program  in any  year  or may  impose  additional\nrequirements on the Eligible Executive's right to defer the maximum amount under\nthis Program in any year.\n\n        3.5 An  Eligible  Executive's  election to defer all or a portion of his\nAward shall be  effective on the last day such  deferral  may be elected,  under\nSection 3.1, for the year for which the Award is made. An Eligible Executive may\nrevoke or change his election to defer all or a portion of his Award at any time\nprior to the date the election becomes effective.  Any such revocation or change\nshall be made in a form and manner determined by the Administrator.\n\n        3.6  Notwithstanding the preceding,  following a Change of Control,  any\ndiscretionary  decisions made by the Compensation Committee or the Administrator\nwith  respect to this Section 3 shall be subject to the approval of the Benefits\nTrust Committee.\n\n4.      Normal Retirement Benefit\n\n        A Participant who retires from employment with the Affiliated  Companies\non his Normal  Retirement Date shall receive a benefit  Equivalent to the sum of\nthe amounts set forth in the  Participant's  Deferral  Agreement(s) plus accrued\ninterest. The benefit shall be paid in 180 equal monthly installments commencing\non the first day of the month next following the Participant's  retirement date,\nbut  in no  event  prior  to the  first  day of the  month  next  following  the\nParticipant's  last Deferral Date, unless the Participant  elects to receive his\nbenefit in accordance with Section 9 of this Program.\n\n5.      Delayed Retirement Benefit\n\n        A Participant  who retires or otherwise  terminates his employment  with\nthe  Affiliated  Companies  after his Normal  Retirement  Date  shall  receive a\nbenefit  equal to the  benefit he would have  received  under  Section 4 had his\nbenefit commenced on his Normal Retirement Date, increased by 5\/6 of 1% for each\ncomplete  calendar  month  between his Normal  Retirement  Date and the date his\nbenefit commences.  The benefit shall be paid in 180 equal monthly  installments\ncommencing  on the first  day of the  month  next  following  the  Participant's\ntermination of  employment,  but in no event prior to the first day of the month\nnext  following the  Participant's  last Deferral Date,  unless the  Participant\nelects to receive his benefit in accordance with Section 9 of this Program.\n\n6.      Early Retirement Benefit\n\n        A  Participant  who has  attained  age 55, has  completed  120 months of\nService and terminates his employment with the Affiliated Companies prior to his\nNormal  Retirement  Date shall receive a benefit  commencing on the first day of\nthe month  following  his Normal  Retirement  Date but in no event  prior to the\nfirst day of the month  following  the  Participant's  last Deferral  Date.  The\nParticipant's  benefit shall be equal to the benefit the Participant  would have\nreceived  under  Section  4 had he  terminated  his  employment  on  his  Normal\nRetirement Date.  However,  the Participant may elect a lump sum under Section 9\nor may elect,  in a time and manner  determined  by the  Administrator,  to have\npayment of his  benefit  commence  on the first day of any month  preceding  his\nNormal  Retirement  Date,  and  following the latest of (i) his  termination  of\nemployment,  (ii) 24 months after his earliest Deferral Date and (iii) the first\nof the month  following his last Deferral Date, in which event the amount of his\nbenefit shall be reduced by 5\/6 of 1% for each complete  calendar  month between\nthe date his benefit commences and the first day of the month next following his\nNormal Retirement Date.  However,  in no event shall the monthly benefit be less\nthan an amount Equivalent to the Participant's  deferrals with accrued interest.\nBenefits  under this Section 6 shall be paid in 180 equal monthly  installments,\nunless the Participant  elects to receive his benefit in accordance with Section\n9 of this Program.\n\n7.      Separation Benefit\n\n        7.1 A Participant  who  terminates  his  employment  with the Affiliated\nCompanies prior to being eligible for a benefit under Sections 4 or 6, but after\nhaving  completed  120  months of  Service,  shall  receive  a  monthly  benefit\ncommencing on the first day of the month next  following  his Normal  Retirement\nDate; provided,  however, that a Participant shall not be eligible for a benefit\nunder this  Section 7.1 if the  Participant  terminates  employment  without the\nconsent of the Affiliated  Companies.  The benefit shall be equal to the monthly\nbenefit the  Participant  would have received  under Section 4 had he terminated\nemployment on his Normal Retirement Date.  However,  the Participant may elect a\nlump sum pursuant to Section 9, or may elect, in a time and manner determined by\nthe  Administrator,  to have monthly  benefits  commence on the first day of any\nmonth,  prior to his Normal Retirement Date, and following the latest of (i) his\ntermination of employment with the Affiliated Companies,  (ii) his 55th birthday\nor (iii) the last day of the month prior to the 2nd  anniversary of his earliest\nDeferral  Date, in which event the amount of his benefit shall be reduced by 5\/6\nof 1% for each complete  calendar  month between the date his benefit  commences\nand the  first day of the month  next  following  his  Normal  Retirement  Date.\nHowever, in no event shall the monthly benefit be less than an amount Equivalent\nto the Participant's  deferred amounts with accrued  interest.  Monthly benefits\nunder this  Section  7.1 shall be paid in 180 equal  monthly  installments.  For\npurposes of this program and  particularly  this  Section 7, if a  Participant's\nemployer is involved in a Divisive  Transaction,  the Participant will be deemed\nto have terminated his employment with an Affiliated Company with the consent of\nthe Affiliated Company.\n\n        7.2 A Participant  who  terminates  his  employment  with the Affiliated\nCompanies,  other than on account of death,  and is not  eligible  for a benefit\nunder  Section 7.1 shall  receive a single sum  payment  equal to the sum of the\namounts the  Participant  deferred  under his Deferral  Agreements  plus accrued\ninterest.  However,  if the  Participant  terminates  his  employment  with  the\nAffiliated  Companies on account of a  disability  within the meaning of Section\n8.1, he shall receive a benefit  under this Section 7.2 only if the  Participant\nelects,  in a time and manner determined by the  Administrator,  to receive such\nbenefit and to cease accruing  Service under Section 8.1. The single sum payment\nshall be made on the first day of the month  next  following  the  Participant's\ntermination of employment, or as soon as practicable thereafter. The Participant\nshall not receive any other benefits under this Program.\n\n8.      Disability\n\n        8.1 A  Participant  who,  in the  sole  judgment  of the  Administrator,\nbecomes totally and permanently  disabled prior to his termination of employment\nwith the Affiliated  Companies,  and does not make an election under Section 7.2\nto receive a benefit under such Section, shall continue to accrue Service during\nhis  period  of  disability  as  if he  remained  an  active  employee.  Such  a\nParticipant  shall be eligible to receive a benefit  under  Sections 4, 6 or 7.1\nwhen he meets the age and Service requirements for such a benefit, provided that\nfollowing a Change of Control,  any decisions of the  Administrator  pursuant to\nthis Section 8.1 is subject to the approval of the Benefits Trust Committee.\n\n        8.2 The Administrator may, in its sole discretion, require a Participant\nto submit to a medical examination by a physician approved by the Administrator,\nor present other evidence  satisfactory to the  Administrator,  to establish the\nexistence or continuance of his disability.  The  Administrator may require such\nmedical examination or other evidence not more than once per year. A Participant\nwho  refuses to submit to any  required  medical  examination  or to present any\nother  required  evidence  under  this  Section  8.2 shall not be  disabled  for\npurposes  of this  Program  and shall only be eligible to receive the benefit he\nwould have received under the Program had he terminated his employment  with the\nAffiliated   Companies   immediately   prior  to  the  date  of  such   request.\nNotwithstanding  the preceding,  following a Change of Control,  any decision by\nthe  Administrator  made  pursuant to this Section 8.2 is subject to approval by\nthe Benefits Trust Committee.\n\n9.      Single Sum Payments\n\n        A Participant  who is eligible to receive a benefit under Sections 4, 5,\n6, 7.1 or 8.1 of the Program but whose benefits hereunder have not yet commenced\nmay,  with  the  consent  of the  Administrator,  elect,  in a time  and  manner\ndetermined by the Administrator,  to receive his benefit in the form of a single\nsum. The single sum shall be in the amount of the Participant's deferred amounts\nplus accrued interest, provided that, in the case of a Participant then eligible\nfor immediate  commencement  of monthly  benefits,  such single sum shall not be\nless  than an amount  Equivalent  to the value of such  monthly  benefits.  Such\nsingle  sum shall be paid on the first day of the  fourth  month  following  the\nlater of (i) the  Participant's  termination  of employment  with the Affiliated\nCompanies,  or (ii) the date such  election is  received  by the  Administrator.\nNotwithstanding  any other provision hereof,  such amount shall be determined as\nof a date  three  months  prior to the date of  payment  and  shall  not  accrue\ninterest beyond such earlier date. Furthermore,  following a Change of Control ,\nany decision of the  Administrator  made pursuant to this Section 8.2 is subject\nto approval by the Benefits Trust Committee.\n\n10.     Hardship Withdrawal\n\n        10.1 While employed by the Affiliated  Companies,  a Participant may, in\nthe event of a severe  financial  hardship,  request a  withdrawal  of an amount\nwhich  does not  exceed  the  single  sum  amount  determined  in Section 9. The\nwithdrawal shall be made in a time and manner  determined by the  Administrator,\nand shall not be for a  greater  amount  than the  amount  required  to meet the\nfinancial hardship, and shall be subject to approval by the Administrator.\n\n        10.2 For purposes of this Section 10, financial hardship shall include:\n\n                      (a) Education of a dependent  child where the  Participant\n               can show that  without the  withdrawal  under this Section 10 the\n               education would be unavailable to the child;\n\n                      (b)  Illness  of  the   Participant  or  his   dependents,\n               resulting in severe financial hardship to the Participant;\n\n                      (c) The loss of the Participant's home or it contents,  to\n               the extent not  reimbursable  by insurance or otherwise,  if such\n               loss results in a severe  financial  hardship to the Participant;\n               and\n\n                      (d)  Any   other   extraordinary   circumstances   of  the\n               Participant  approved by the Administrator if such  circumstances\n               would result in a present or impending  critical  financial  need\n               which the Participant is unable to satisfy with funds  reasonably\n               available from other sources.\n\n        10.3 If a  Participant  makes a  withdrawal  under this  Section 10, any\nother benefit which he may be entitled to under this Program on his  termination\nof employment  shall be  appropriately  adjusted to take into account the amount\nthe Participant received under this Section 10.\n\n        10.4  Following a Change of Control , any decision by the  Administrator\nmade  pursuant to this  Section 10 is subject to the  approval  of the  Benefits\nTrust Committee.\n\n\n11.     Death Benefits\n\n        11.1 Except as provided in Section 11.10(b), if a Participant dies while\nemployed by an Affiliated Company,  his beneficiary shall be eligible to receive\na single sum benefit equal to the greatest of:\n\n                      (a)  three times the sum of the amount(s) the  Participant\n               deferred under his Deferral Agreement(s);\n                      (b)  the  amounts  the  Participant   deferred  under  his\n               Deferral Agreement(s) plus accrued interest; or\n\n                      (c) an  amount  Equivalent  to  the  monthly  benefit  the\n               Participant could have received under the Program, if any, had he\n               terminated  his employment  with the Affiliated  Companies on the\n               day  immediately   preceding  his  death  and  elected  to  begin\n               receiving the benefit on the first day of the following month.\n\n               The  benefit  is  payable  on the  first  day of the  month  next\nfollowing the date of the Participant's death, and shall be in lieu of all other\nbenefits  payable  under this  Program,  other than any  benefit  payable  under\nSection 11.6.\n\n        11.2 If a  Participant  who  has  terminated  his  employment  with  the\nAffiliated  Companies after becoming  eligible for a benefit under Sections 4, 5\nor 6, dies prior to the  commencement  of any benefit  under this  Program,  his\nbeneficiary shall receive a benefit under Section 11.1\n\n        11.3 If a  Participant  who is totally and  permanently  disabled  under\nSection  8.1  dies  prior  to  receiving  a  benefit  under  this  Program,  his\nbeneficiary shall receive a benefit under Section 11.1\n\n        11.4 If a  Participant  who is eligible for a benefit  under Section 7.1\ndies prior to receiving a benefit,  his beneficiary will receive a benefit based\non the greater of the amounts determined under Sections 11.1(b) and 11.1(c).\n\n        11.5 If a Participant dies after commencing to receive a benefit,  other\nthan a benefit under Section 7.2, but prior to receiving all remaining  benefits\ndue, the remaining  benefits shall be paid to the  Participant's  beneficiary or\ncontingent beneficiary, whichever is applicable.\n\n        11.6 In addition to any other benefit  payable under this Section 11, in\nthe case of a Participant  (i) who dies while employed by an Affiliated  Company\nafter becoming  eligible for benefits under Sections 4, 5, or 6 hereof,  or (ii)\nwho terminates  employment  while eligible for a benefit under Section 4, 5 or 6\nof the Program  and then dies,  his  beneficiary  shall be eligible to receive a\nbenefit of $10,000,  payable in a single sum.  This benefit  shall be payable as\nsoon as practicable  following the  presentation to the  Administrator,  and the\nAdministrator's  examination  and  approval  of, any  information  or  material,\nincluding  proof of death of the  Participant,  the  Administrator  may request.\nNotwithstanding  anything  to the  contrary,  a benefit  shall not be payable on\naccount of the death of a  Participant  who received a single sum benefit  under\nSections 12 or 16 of the Program.\n\n        11.7  A  Participant  may,  in a  time  and  manner  determined  by  the\nAdministrator,  designate a beneficiary and one or more contingent beneficiaries\n(which may include the  Participant's  estate) to receive any benefits which may\nbe payable  under this  Section  11. If the  Participant  fails to  designate  a\nbeneficiary or contingent beneficiary,  or if the beneficiary and the contingent\nbeneficiaries do not survive the Participant, such benefits shall be paid to the\nParticipant's estate. The Participant may also designate a remainder beneficiary\nto receive any benefits which may be payable under Section 11.9.\n\n        11.8 A  Participant  may  revoke or change  any  designation  made under\nSection 11.7 in a time and manner determined by the Administrator.\n\n        11.9 If, pursuant to Section 11.7, payments commence to a beneficiary or\ncontingent  beneficiary and if such  beneficiary or contingent  beneficiary dies\nprior to receiving all payments due under this Program,  any remaining  payments\nshall be made to the  Participant's  remainder  beneficiary.  If, at the date of\nsuch death, there is no surviving remainder beneficiary,  the remaining benefits\nhereunder  shall  be  paid  to the  estate  of  the  beneficiary  or  contingent\nbeneficiary previously in receipt of benefits hereunder.\n\n        11.10  (a) If any  benefits  are  payable  under  this  Section 11 to an\n               individual other than the Participant's spouse or child under age\n               21 (or  child  under  age 25 who  is a  full-time  student  at an\n               accredited institution of higher education), the benefit shall be\n               paid in the form of a single sum.\n\n                      (b) If benefits become payable to the Participant's spouse\n               or his child  under  age 21 (or his  child  under age 25 who is a\n               full-time   student  at  an   accredited   institute   of  higher\n               education),  such  benefits  (other than  benefits  under Section\n               11.6) shall be payable in 180 monthly installments  Equivalent to\n               the single sum amount  determined under Section 11.1 through 11.5\n               hereof,  as  applicable.  Monthly  benefits shall commence on the\n               first day of the month  following the  Participant's  death.  The\n               Participant  may elect,  in a time and manner  determined  by the\n               Administrator  to have any amounts which may be payable under the\n               Program paid in accordance with Section 11.10(a).\n\n                      (c)  Notwithstanding  anything  to the  contrary  in  this\n               Program,  if a  Participant's  child under age 21 (or child under\n               age 25 who is a full-time  student at an accredited  institute of\n               higher  education)  is receiving a benefit  under this Program in\n               the form of installment  payments,  upon his attaining age 21 (or\n               age 25 or ceasing  to be a  full-time  student  at an  accredited\n               institute  of higher  education)  he shall  receive a single  sum\n               Equivalent  to his  remaining  installments  in lieu of receiving\n               such remaining installments.\n\n12.     Special Distribution Rules\n\n        12.1 Notwithstanding  anything to the contrary in this Program, if (a) a\nParticipant  becomes the owner,  director or  employee  of a  competitor  of the\nAffiliated Companies,  (b) his employment is terminated by an Affiliated Company\non account of actions by the Participant  which are detrimental to the interests\nof any  Affiliated  Company,  or (c) he  engages in  conduct  subsequent  to the\ntermination  of  his  employment   with  the  Affiliated   Companies  which  the\nAdministrator  determines  to be  detrimental  to the interests of an Affiliated\nCompany, then the Administrator may, in its sole discretion, pay a Participant a\nsingle sum  payment  equal to the sum of the amounts  the  Participant  deferred\nunder his  Deferral  Agreements  plus  accrued  interest,  reduced  by an amount\nEquivalent to any payments the  Participant may already have received under this\nProgram.  However,  if the Participant is receiving a benefit under the Program,\nor could be  receiving an immediate  benefit  under the Program,  the single sum\nshall not be less than an amount Equivalent to the remaining monthly benefit the\nParticipant is, or could be, receiving.  The single sum payment shall be made as\nsoon as practicable  following the Participant's  becoming an owner, director or\nemployee of a competitor,  his termination of employment or the  Administrator's\ndetermination of detrimental  conduct,  as the case may be, and shall be in lieu\nof all other  benefits  which  may be  payable  to the  Participant  under  this\nProgram.\n\n        12.2  Notwithstanding  anything to the contrary  contained  herein,  the\nCorporation may delay payment of a benefit under this Program to any Participant\nwho is determined to be among the top five most highly paid  executives  for the\nyear the benefit under this Program would otherwise be paid; provided,  however,\nif a Participant's  payment is delayed, the benefit to which he is entitled will\nnot decrease after the date it would otherwise be distributed.\n\n        12.3  Notwithstanding the preceding,  following a Change of Control, the\nAdministrator's  authority to make decisions under this Section 12 is subject to\nthe approval of the Benefits Trust Committee.\n\n13.     Benefit Determinations Following a Change of Control\n\n        13.1  Following a Change of Control,  final benefit  determinations  for\nParticipants,  their  beneficiaries,  heirs and assigns and decisions  regarding\nbenefits under this Program shall rest with the Benefits Trust  Committee or its\ndelegate in its sole and absolute discretion.\n\n14.     Funding\n\n        14.1 To the extent reflected by resolutions of the applicable  boards of\ndirectors,  obligations  for  benefits  under  this  Program  shall be joint and\nseveral.\n\n        14.2  The  obligations  of the  Corporation  and  any of its  affiliated\ncorporations  and  the  benefit  due  any   Participant,   surviving  spouse  or\nbeneficiary  hereunder shall be reduced by any amount received in regard thereto\nunder the Benefits Assurance Trust or any similar trust or other vehicle.\n\n\n15..    Administration\n\n        15.1 This Program  shall be  administered  by the  Corporation.  Certain\nadministrative   functions,   as  set  forth  in  this  Program,  shall  be  the\nresponsibility  of the  Administrator.  The  Administrator  shall  interpret the\nProgram,  establish  regulations to further the purposes of the Program and take\nany other action necessary to the proper  operation of the Program.  Following a\nChange of Control,  the Benefits  Trust  Committee may remove and\/or replace the\nAdministrator.\n\n        15.2 Prior to a Change of Control,  the Compensation  Committee,  in its\nsole discretion and upon such terms as it may prescribe,  may permit any company\nor  corporation  directly  or  indirectly   controlled  by  the  Corporation  to\nparticipate  in the Program for such  periods as it may  determine.  Following a\nChange of Control, no entity shall become or cease to be a participating company\nwithout the consent of the Benefits Trust Committee.\n\n        15.3 The  Administrator  shall provide adequate notice in writing to any\nParticipant,  beneficiary, contingent beneficiary or remainder beneficiary whose\nclaim for  benefits  under  this  Program  has been  denied,  setting  forth the\nspecific reasons for such denial. A reasonable  opportunity shall be afforded to\nany  such  Participant,   beneficiary,   contingent   beneficiary  or  remainder\nbeneficiary  for a full and fair  review by the  Administrator  of its  decision\ndenying the claim. Prior to a Change of Control, the Administrator's decision on\nany such  review  shall be final and  binding on the  Participant,  beneficiary,\ncontingent beneficiary,  remainder beneficiary and all other interested persons.\nAll acts and decisions of the Administrator  shall be final and binding upon all\nParticipants and employees of the Affiliated Companies.\n\n        15.4  Following a Change of  Control,  all  benefit  determinations  for\nParticipants,  their  beneficiaries,  heirs and assigns and decisions  regarding\nbenefit claims under this Program shall rest with the Benefits  Trust  Committee\nor its delegate in its sole and absolute discretion.\n\n16.     Termination and Amendment of the Program\n\n       16.1 Prior to a Change of Control, the Board may, in its sole discretion,\nterminate  this  Program  and the  related  Deferral  Agreement(s)  at any time.\nFollowing a Change of Control,  this Program may not be  terminated  without the\napproval of the Benefits Trust  Committee.  In the event the Program and related\nDeferral  Agreement(s) are terminated,  Participants  shall receive a single sum\npayment  equal to the sum of the amounts  they  deferred  under  their  Deferral\nAgreements  plus  accrued  interest,  reduced  by an  amount  Equivalent  to any\npayments the Participant may already have received under this Program.  However,\nif the  Participant  is  receiving  a  benefit  under the  Program,  or could be\nreceiving an immediate  benefit  under the Program,  the single sum shall not be\nless than an amount  Equivalent to the monthly  benefit the  Participant  is, or\ncould be, receiving. The single sum payment shall be made as soon as practicable\nfollowing the date the Program is  terminated  and shall be in lieu of any other\nbenefit which may be payable to the Participant under this Program.\n\n        16.2 Prior to a Change of Control,  the Board,  in its sole  discretion,\nmay amend this Program and the related Deferral  Agreements in any way on thirty\n(30) days prior notice to the Participants.  Following a Change of Control,  all\namendments are subject to the approval of the Benefits Trust  Committee.  If any\namendment to this Program or to the Deferral  Agreements  shall adversely affect\nthe rights of a  Participant,  the  Participant  must consent in writing to such\namendment prior to its effective  date. If the  Participant  does not consent to\nthe amendment, the Program, shall be deemed to be terminated with respect to the\nParticipant and he shall receive a single sum payment in accordance with Section\n16.1.\n\n        16.3 Notwithstanding  anything to the contrary in this Section 16, prior\nto a Change of Control,  the Board must act to terminate or amend the Program or\nthe Deferral Agreements in a uniform and nondiscriminatory  manner.  Following a\nChange of Control,  such  actions are  subject to the  approval of the  Benefits\nTrust Committee\n\n17.     Miscellaneous\n\n        17.1 The  existence  of this  Program or a Deferral  Agreement  does not\nconstitute a contract for continued  employment between an Eligible Executive or\na Participant and an Affiliated  Company.  The Affiliated  Companies reserve the\nright to modify an Eligible  Executive's or  Participant's  compensation  and to\nterminate  the  employment  of an Eligible  Executive or a  Participant  for any\nreason and at any time,  notwithstanding  the  existence of this Program or of a\nDeferral  Agreement.  The  Affiliated  Companies  reserve the right not to grant\nAwards to Eligible Executives and Participants for any reason.\n\n        17.2 A  Participant's  rights to benefit  payments under the Program are\nnot  subject  in  any  manner  to  anticipation,   alienation,  sale,  transfer,\nassignment,  pledge, encumbrance,  attachment or garnishment by creditors of the\nParticipant, his beneficiary,  contingent beneficiaries,  remainder beneficiary,\nheirs or personal representative.\n\n        17.3 Except for Section 18 herein,  nothing contained in this Program or\nin a Deferral Agreement shall require the Affiliated  Companies to segregate any\nmonies from their general funds, or to create any trusts, or to make any special\ndeposits for any amounts to be paid to any Participant,  beneficiary, contingent\nbeneficiary or remainder beneficiary.  Neither the Participant, his beneficiary,\ncontingent   beneficiaries,    remainder   beneficiary,    heirs   or   personal\nrepresentatives  shall have any right,  title or  interest in or to any funds of\nthe  Affiliated  Companies  on account  of this  Program or on account of having\ncompleted a Deferral Agreement.\n\n        17.4  All  payments  under  this  Program  shall  be  net  of an  amount\nsufficient to satisfy any federal,  state or local  withholding  and payroll tax\nrequirements.\n\n        17.5 Prior to paying any benefit under this Program,  the  Administrator\nmay require the Participant,  beneficiary,  contingent  beneficiary or remainder\nbeneficiary to provide such information or material as the Administrator, in its\nsole discretion, shall deem necessary for it to make any determination it may be\nrequired to make under this Program.  The  Administrator may withhold payment of\nany benefit  under this  Program  until it  receives  all such  information  and\nmaterial and is reasonably satisfied of its correctness and genuineness.\n\n        17.6 Each  Participant  shall  have the  status  of a general  unsecured\ncreditor  of the  Affiliated  Companies,  and this  Program  constitutes  a mere\npromise by the Affiliated Companies to make benefit payments in the future.\n\n        17.7 The Program is intended to be  unfunded  for tax  purposes  and for\npurposes of Title I of ERISA.\n\n        17.8 The  masculine  pronoun  shall mean the  feminine  pronoun  and all\nsingular shall include the plural wherever appropriate.\n\n        17.9 The  terms of this  Program  and any  Deferral  Agreement  shall be\ngoverned by the laws of the Commonwealth of Virginia.\n\n        17.10  The  invalidity  or  unenforceability  of any  provision  of this\nProgram  or of a Deferral  Agreement  shall in no way  affect  the  validity  or\nenforceability of any other provision.\n\n18.     Change of Control\n\n        18.1  If a  Change  of  Control  has  occurred,  the  Corporation  shall\ncontribute  to the Trust,  within 7 days of such Change of  Control,  a lump sum\npayment  equal to the  greater of (i) the  aggregate  value of the  amount  each\nParticipant  would be eligible to receive  (determined under Section 18.2 below)\nas of a Valuation Date  coinciding  with or next preceding the date of Change of\nControl  or  (ii)  the  amount  determined  under  Section  1(h)  of  the  Trust\nattributable to liabilities  relating to the Program, to the extent such amounts\nare not already in the Trust.  The aggregate value of the amount of the lump sum\nto be  contributed  to the Trust pursuant to this Section 18 shall be determined\nby the  Corporation's  Accountants  after  consultation  with  the  entity  then\nmaintaining the Program's  records.  Thereafter,  the Corporation's  Accountants\nshall annually  determine for each  Participant not receiving a lump sum payment\npursuant to  subsection  18.2 below the amount which would be payable under such\nsubsection were a Change of Control to occur at the date of such  determination.\nTo the extent  that the value of the assets  held in the Trust  relating to this\nProgram do not equal the amount described in the preceding sentence, at the time\nof  the  valuation,  as  determined  by  the  Corporation's   Accountants,   the\nCorporation  shall  make a lump  sum  contribution  to the  Trust  equal  to the\ndifference.\n\n        18.2 In the event a Change of Control has  occurred,  the trustee of the\nTrust shall,  within 45 days of such Change of Control,  pay to each Participant\nnot making an election  under 18.3 below, a lump sum payment equal to the amount\nthe Participant  would have been entitled to receive  determined under Section 6\nhad he  retired  early  and  selected  a lump sum  payment.  The  amount of each\nParticipant's  lump  sum  payment  shall  be  determined  by  the  Corporation's\nAccountants  after  consultation  with the entity then maintaining the Program's\nrecords.\n\n        18.3 Each  Participant may elect in a time and manner  determined by the\nAdministrator,  but in no event later than December 31, 1996, or the  occurrence\nof a Change of Control,  if earlier, to have amounts and benefits determined and\npayable  under  the  terms of the  Program  as if a Change  of  Control  had not\noccurred.  New  Participants  in the  Program  may  elect in a time  and  manner\ndetermined  by the  Administrator,  but in no  event  later  than 90 days  after\nbecoming a  Participant,  to have  amounts and benefits  determined  and payable\nunder the terms of the  Program as if a Change of Control  had not  occurred.  A\nParticipant  who has  made  an  election,  as set  forth  in the  two  preceding\nsentences,  may,  at any time  and from  time to  time,  change  that  election;\nprovided, however, a change of election that is made within one year of a Change\nof Control shall be invalid.\n\n        18.4  Notwithstanding  anything in this  Program to the  contrary,  each\nParticipant  who has made an election  under 18.3 above may elect within 90 days\nfollowing a Change of Control,  in a time and manner  determined by the Benefits\nTrust Committee,  to receive a lump sum payment  calculated under the provisions\nof 18.2 above,  except that such  calculated  amount  shall be reduced by 5% and\nsuch  reduction  shall  be  irrevocably  forfeited  to  the  Corporation  by the\nParticipant. Furthermore, as a result of such election, the Participant shall no\nlonger be  eligible  to  participate  or  otherwise  benefit  from the  Program.\nPayments  under  this  subsection  18.4  shall  be made  not  later  than 7 days\nfollowing receipt by the Corporation of the Participant's election. The Benefits\nTrust  Committee  shall,  no later  than 7 days  after a Change of  Control  has\noccurred,  give written  notification  to each  Participant  eligible to make an\nelection under this  subsection  18.4, that a Change of Control has occurred and\ninforming such Participant of the availability of the election.\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-38764","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\/38764","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=38764"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38764"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38764"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38764"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}