{"id":39040,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-csx-corp-and-alvin-r-carpenter.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-csx-corp-and-alvin-r-carpenter","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-csx-corp-and-alvin-r-carpenter.html","title":{"rendered":"Employment Agreement &#8211; CSX Corp. and Alvin R. Carpenter"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n\n               AGREEMENT by and between CSX Corporation,  a Virginia corporation\n(the  'Company') and Alvin R. Carpenter (the  'Executive')  dated as of the 15th\nday of June, 1999.\n\n               WHEREAS,  Section  11  of  the  CSX  Corporation  1987  Long-Term\nPerformance Stock Plan ('1987 Plan') provides that the Compensation Committee of\nthe Board of Directors of CSX Corporation  ('Committee') may, in its discretion,\nset forth in a written  agreement with  Executive  conditions,  restrictions  or\nlimitations upon the grant of a Restricted Stock Award ('RSA') which differ from\nthe terms set forth in the 1987 Plan;\n\n               WHEREAS, the RSA grant hereunder is made pursuant to the 1987\nPlan and this Agreement;\n\n               NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n1.      Effective Date.  The 'Effective Date' shall mean June 30, 1999.\n        --------------\n\n2. Employment Period. The Company hereby agrees to employ the Executive, and the\nExecutive  hereby agrees to enter into the employ of the Company  subject to the\nterms and conditions of this Agreement,  for up to 3 years, as determined by the\nBoard of Directors,  commencing on the Effective  Date and ending not later than\nthe third anniversary thereof ('Employment Period').\n\n3.      Terms of Employment.  (a)  Position and Duties.  (i) During the\n        -------------------        -------------------\nEmployment Period, the Executive shall serve as a senior executive officer of\nthe Company with such authority, duties and responsibilities as are\ncommensurate with such position and as may be consistent with such position,\nincluding the smooth transition of leadership at CSX Transportation, Inc.\n\n(ii)During the Employment Period, and excluding any periods of vacation and sick\nleave to which  the  Executive  is  entitled,  the  Executive  agrees  to devote\nsubstantially  all of his attention and time during normal business hours to the\nbusiness  and affairs of the Company  and CSXT and, to the extent  necessary  to\ndischarge the responsibilities  assigned to the Executive hereunder,  to use the\nExecutive's  reasonable best efforts to perform  faithfully and efficiently such\nresponsibilities.  During the  Employment  Period it shall not be a violation of\nthis Agreement for the Executive to (A) serve on corporate,  civic or charitable\nboards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or\nteach at educational  institutions and (C) manage personal investments,  so long\nas such  activities do not  significantly  interfere with the performance of the\nExecutive's  responsibilities  as an employee of the Company in accordance  with\nthis Agreement.\n\n(b) Compensation.  (i) Base Salary.  During the Employment Period, the Executive\n    ------------       -----------\nshall  receive an annual base salary  ('Annual Base Salary') of no less than the\nbase salary  paid to the  Executive  immediately  prior to the  Effective  Date.\nDuring the  Employment  Period,  the Annual  Base  Salary  shall be  reviewed in\naccordance  with the  Company's  current  practice.  Any increase in Annual Base\nSalary shall not serve to limit or reduce any other  obligation to the Executive\nunder this  Agreement.  Annual Base Salary  shall not be reduced  after any such\nincrease  and the term Annual Base  Salary as utilized in this  Agreement  shall\nrefer to Annual Base Salary as so increased. As used in this Agreement, the term\n'affiliated  companies' shall include any company  controlled by, controlling or\nunder common control with the Company.\n\n(ii)   Annual Bonus.  During the Employment Period, the Executive shall be\n       ------------\neligible to receive an annual cash bonus  ('Annual  Bonus') on the same basis as\nimmediately prior to the Effective Date.\n\n(iii) Incentive  Awards.  In addition to the Executive's  participation in stock\n      -----------------\nand other  long-term  incentive  programs of the Company,  the  Executive  shall\nreceive a grant of 150,000 shares of restricted  Company common stock subject to\nthe conditions described below (the 'Restricted Shares').  The Restricted Shares\nshall be granted to the Executive  upon his  certification  that he has acquired\nsince April 27, 1999,  150,000 shares of the Company's  common stock.  Except as\notherwise  provided herein,  the Restricted  Shares shall vest at the end of the\nEmployment  Period,  or at such  earlier  time  as  provided  by the  Committee,\nprovided  that the Company's  average free  cash-flow per share on an annualized\nbasis, as adjusted for any  extraordinary  events,  during such period is higher\nthan its free cash-flow per share, as adjusted for any extraordinary events, for\nthe four  consecutive  quarters  ending  March  26,  1999.  Notwithstanding  the\nforegoing,  the  Restricted  Shares  shall  vest upon a Change of Control of the\nCompany, as defined in the Company's 1987 Plan.\n\n(iv)  Retirement.  The Executive  shall be provided with pension  benefits as in\n      ----------\neffect immediately prior to the Effective Date, but in addition he shall receive\nfor  pension  purposes  only,  credit for 1\/36th of the value of the  Restricted\nShares as of the date of grant for each month actually  worked  pursuant to this\nAgreement  after the  Effective  Date.  Such amount shall be treated as if being\npaid as a cash bonus, for the purpose of pension  computation only, ratably over\na period equal to the period actually worked pursuant to this Agreement.\n\n(v) Other  Employee  Benefit  Plans.  During the  Employment  Period,  except as\n    -------------------------------\notherwise  expressly  provided  herein,  the  Executive  shall  be  entitled  to\nparticipate in all employee benefit, welfare, vacation, fringe benefit and other\nplans, practices,  policies and programs as provided to him immediately prior to\nthe Effective Date.\n\n4.  Termination  of  Employment.   (a)  Death  or  Disability.  The  Executive's\n    ---------------------------         ---------------------\nemployment shall terminate  automatically  upon the Executive's death during the\nEmployment  Period. If the Company  determines in good faith that the Disability\nof the  Executive has occurred  during the  Employment  Period  (pursuant to the\ndefinition  of  'Disability'  set  forth in the 1987  Plan),  it may give to the\nExecutive  written notice in accordance  with Section 10(b) of this Agreement of\nits  intention to  terminate  the  Executive's  employment.  In such event,  the\nExecutive's  employment with the Company shall  terminate  effective on the 30th\nday after receipt of such notice by the  Executive  (the  'Disability  Effective\nDate'),  provided  that,  within the 30 days after such  receipt,  the Executive\nshall not have returned to full-time performance of the Executive's duties.\n\n(b)    Cause.  The Company may terminate the Executive's employment during the\n       ------\nEmployment Period for Cause. For purposes of this Agreement, 'Cause' shall mean:\n\n(i)  the  continued  failure  of the  Executive  to  perform  substantially  the\nExecutive's  duties  with the Company or one of its  affiliates  (other than any\nsuch failure resulting from incapacity due to physical or mental illness), after\na written  demand for  substantial  performance is delivered to the Executive by\nthe Board which  specifically  identifies the manner in which the Board believes\nthat the Executive has not substantially performed the Executive's duties, or\n\n(ii) the willful engaging by the Executive in illegal conduct or gross\nmisconduct which is materially and demonstrably injurious to the Company, or\n\n(iii)  conviction of a felony or guilty or nolo contendere plea by the Executive\nwith respect thereto.\n\nFor  purposes  of this  provision,  no act or failure to act, on the part of the\nExecutive,  shall be  considered  'willful'  unless it is done, or omitted to be\ndone,  by the  Executive  in bad faith or  without  reasonable  belief  that the\nExecutive's  action or omission was in the best  interests  of the Company.  Any\nact, or failure to act, based upon authority given pursuant to a resolution duly\nadopted by the Board or based upon the advice of counsel for the  Company  shall\nbe conclusively  presumed to be done, or omitted to be done, by the Executive in\ngood faith and in the best interests of the Company.\n\n(c) Good Reason.  The Executive's  employment may be terminated by the Executive\n    -----------\nfor Good Reason. For purposes of this Agreement, 'Good Reason' shall mean in the\nabsence of a written consent of the Executive,  a material breach by the Company\nof a material term of this Agreement,  after the Executive has given the Company\nnotice thereof and a reasonable opportunity to cure.\n\n(d) Notice of  Termination.  Any termination by the Company for Cause, or by the\n    ----------------------\nExecutive for Good Reason, shall be communicated by Notice of Termination to the\nother party hereto given in accordance with Section 10(b) of this Agreement. For\npurposes of this  Agreement,  a 'Notice of  Termination'  means a written notice\nwhich (i) indicates the specific termination  provision in this Agreement relied\nupon, (ii) to the extent  applicable,  sets forth in reasonable detail the facts\nand circumstances  claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated and (iii) if the Date of Termination\n(as defined  below) is other than the date of receipt of such notice,  specifies\nthe  termination  date  (which date shall be not more than thirty days after the\ngiving of such notice). The failure by the Executive or the Company to set forth\nin the Notice of Termination  any fact or  circumstance  which  contributes to a\nshowing of Good  Reason or Cause shall not waive any right of the  Executive  or\nthe Company,  respectively,  hereunder or preclude the Executive or the Company,\nrespectively,  from  asserting  such  fact  or  circumstance  in  enforcing  the\nExecutive's or the Company's rights hereunder.\n\n(e) Date of  Termination.  'Date of  Termination'  means (i) if the  Executive's\n    --------------------\nemployment is terminated by the Company for Cause,  or by the Executive for Good\nReason,  the date of  receipt  of the  Notice of  Termination  or any later date\nspecified therein within 30 days of such notice, as the case may be, (ii) if the\nExecutive's  employment  is  terminated  by the Company  other than for Cause or\nDisability,  the Date of  Termination  shall be the  date on which  the  Company\nnotifies  the  Executive  of  such  termination  and  (iii)  if the  Executive's\nemployment  is  terminated  by  reason  of  death  or  Disability,  the  Date of\nTermination  shall  be the  date of death  of the  Executive  or the  Disability\nEffective Date, as the case may be.\n\n5.      Obligations of the Company upon Termination.  (a) Good Reason; Other\n---------------------------------------------------       ------------------\nThan for Cause, Death or Disability.  If, during the Employment Period, the\n-----------------------------------\nCompany shall terminate the Executive's employment other than for Cause or\nDisability or the Executive's employment is terminated by reason of his death,\nor the Executive shall terminate employment for Good Reason:\n\n(i) the Company  shall pay to the Executive in a lump sum in cash within 30 days\nafter the Date of Termination the sum of (1) the Executive's  Annual Base Salary\nthrough the Date of Termination to the extent not theretofore  paid, and (2) the\nproduct of (x) the highest  annual  bonus paid to the  Executive  for any of the\nthree years prior to the Effective  Date (the 'Recent  Annual  Bonus') and (y) a\nfraction,  the  numerator  of which is the number of days in the fiscal  year in\nwhich the Date of Termination  occurs through the Date of  Termination,  and the\ndenominator  of which is 365,  in each case to the extent not  theretofore  paid\n(the sum of the amounts  described in clauses (1) and (2),  shall be hereinafter\nreferred to as the 'Accrued Obligations'); and\n\n(ii) until June 30,  2002,  the Company  shall  continue to provide  medical and\ndental  benefits to the Executive,  his spouse and dependents on a basis as such\nbenefits  are  provided  to the  Executive's  successor  (collectively  'Medical\nBenefits');\n\n(iii)the Restricted Shares shall vest immediately; and\n\n(iv) to the extent not  theretofore  paid or provided by the Company or deferred\nby  Executive,  the  Company  shall  pay on a  timely  basis or  provide  to the\nExecutive any other amounts or benefits required to be paid or provided or which\nthe Executive is eligible to receive under any plan, program, policy or practice\nor contract or agreement of the Company and its affiliated companies through the\nDate of  Termination  (such other  amounts  and  benefits  shall be  hereinafter\nreferred to as the 'Other Benefits').\n\n(b)  Death.  If the  Executive's  employment  is  terminated  by  reason  of the\n     -----\nExecutive's death during the Employment  Period,  this Agreement shall terminate\nwithout further obligations to the Executive's legal  representatives under this\nAgreement,  other than for payment of Accrued Obligations and the timely payment\nor provision of Other Benefits.  In addition,  the Restricted  Shares shall vest\nimmediately. Accrued Obligations, Other Benefits and the Restricted Shares shall\nbe paid or distributed to the Executive's estate or beneficiary,  as applicable,\nwithin 30 days of the Date of Termination. The Accrued Obligations shall be paid\nin a lump sum. With respect to the provision of Other  Benefits,  the term Other\nBenefits as utilized in this Section  5(b) shall  include  death  benefits as in\neffect on the date of the  Executive's  death  and the  continued  provision  of\nMedical Benefits to the Executive's current spouse and dependents (as defined in\nthe CSX Medical Plan).\n\n(c)  Disability.  If the  Executive's  employment is terminated by reason of the\n     ----------\nExecutive's  Disability  during the  Employment  Period,  this  Agreement  shall\nterminate without further  obligations to the Executive,  other than for payment\nof Accrued Obligations and the timely payment or provision of Other Benefits. In\naddition,  the Restricted  Shares shall vest immediately.  Accrued  Obligations,\nOther  Benefits and the  Restricted  Shares shall be paid or  distributed to the\nExecutive  within 30 days of the Date of  Termination.  The Accrued  Obligations\nshall be paid in a lump sum.  With respect to the  provision of Other  Benefits,\nthe term Other Benefits as utilized in this Section 5(c) shall include,  and the\nExecutive  shall be entitled  after the  Disability  Effective  Date to receive,\ndisability  and  other  benefits  as in effect  at any time  thereafter  and the\ncontinued  provision of Medical Benefits to the Executive and his current spouse\nand dependents (as defined in the CSX Medical Plan).\n\n(d) Cause;  Other than for Good Reason.  If the Executive's  employment shall be\n    ----------------------------------\nterminated for Cause or the Executive  terminates  his  employment  without Good\nReason during the Employment  Period,  this Agreement  shall  terminate  without\nfurther  obligations  to the Executive  other than the  obligation to pay to the\nExecutive (x) his Annual Base Salary  through the Date of  Termination,  and (y)\nOther Benefits, in each case to the extent theretofore unpaid.\n\n6. Non-exclusivity of Rights. Except as specifically  provided,  nothing in this\n   -------------------------\nAgreement  shall  prevent  or  limit  the   Executive's   continuing  or  future\nparticipation in any plan,  program,  policy or practice provided by the Company\nor any of its affiliated companies and for which the Executive may qualify, nor,\nsubject to Section 10(f),  shall anything herein limit or otherwise  affect such\nrights as the  Executive  may have  under any  contract  or  agreement  with the\nCompany or any of its affiliated companies. Amounts which are vested benefits or\nwhich the  Executive is otherwise  entitled to receive  under any plan,  policy,\npractice or program of or any contract or  agreement  with the Company or any of\nits affiliated  companies at or subsequent to the Date of  Termination  shall be\npayable in accordance with such plan, policy, practice or program or contract or\nagreement except as explicitly modified by this Agreement.\n\n7. Full Settlement.  The Company's  obligation to make the payments provided for\n   ---------------\nin this Agreement and otherwise to perform its  obligations  hereunder shall not\nbe affected by any set-off,  counterclaim,  recoupment,  defense or other claim,\nright or action which the Company may have against the  Executive or others.  In\nno event shall the  Executive be obligated to seek other  employment or take any\nother action by way of mitigation of the amounts  payable to the Executive under\nany of the  provisions of this  Agreement and, such amounts shall not be reduced\nwhether or not the Executive obtains other employment. The Company agrees to pay\nas  incurred,  to the full extent  permitted by law, all legal fees and expenses\nwhich the Executive may reasonably incur as a result of any contest  (regardless\nof the outcome thereof) by the Company,  the Executive or others of the validity\nor enforceability of, or liability under, any provision of this Agreement or any\nguarantee of  performance  thereof  (including as a result of any contest by the\nExecutive about the amount of any payment pursuant to this  Agreement),  plus in\neach case  interest  on any  delayed  payment  at the  applicable  Federal  rate\nprovided for in Section  7872(f)(2)(A)  of the Internal Revenue Code of 1986, as\namended (the 'Code').\n\n8.  Confidential  Information.  (a) The  Executive  shall  hold  in a  fiduciary\n    -------------------------\ncapacity for the benefit of the Company all secret or confidential  information,\nknowledge or data  relating to the Company or any of its  affiliated  companies,\nand their respective businesses, which shall have been obtained by the Executive\nduring  the  Executive's  employment  by the  Company  or any of its  affiliated\ncompanies and which shall not be or become public  knowledge (other than by acts\nby the  Executive  or  representatives  of the  Executive  in  violation of this\nAgreement).  After  termination of the Executive's  employment with the Company,\nthe Executive shall not,  without the prior written consent of the Company or as\nmay otherwise be required by law or legal  process,  communicate  or divulge any\nsuch  information,  knowledge or data to anyone other than the Company and those\ndesignated by it. In no event shall an asserted  violation of the  provisions of\nthis  Section 8  constitute a basis for  deferring  or  withholding  any amounts\notherwise payable to the Executive under this Agreement.\n\n               (b) In the event of a breach or threatened breach of this Section\n8, the Executive agrees that the Company shall be entitled to injunctive  relief\nin a court of appropriate  jurisdiction  to remedy any such breach or threatened\nbreach,  the  Executive  acknowledges  that  damages  would  be  inadequate  and\ninsufficient.\n\n(c) Any  termination of the  Executive's  employment or of this Agreement  shall\nhave no effect on the continuing operation of this Section 8.\n\n9.      Successors.  (a) This Agreement is personal to the Executive and without\n        ----------\nthe prior written consent of the Company shall not be assignable by the\nExecutive otherwise than by will or the laws of descent and distribution.  This\nAgreement shall inure to the benefit of and be enforceable by the Executive's\nlegal representatives.\n\n               (b) This  Agreement  shall inure to the benefit of and be binding\nupon the Company and its successors and assigns.\n\n(c) The Company  will require any  successor  (whether  direct or  indirect,  by\npurchase, merger, consolidation or otherwise) to all or substantially all of the\nbusiness  and\/or assets of the Company to assume  expressly and agree to perform\nthis  Agreement in the same manner and to the same extent that the Company would\nbe required to perform it if no such succession had taken place. As used in this\nAgreement,  'Company'  shall mean the  Company as  hereinbefore  defined and any\nsuccessor to its business and\/or assets as aforesaid which assumes and agrees to\nperform this Agreement by operation of law, or otherwise.\n\n10.     Miscellaneous.  (a)  This Agreement shall be governed by and construed\n        -------------\nin accordance with the laws of the Commonwealth of Virginia, without reference\nto principles of conflict of laws.  The captions of this Agreement are not part\nof the provisions hereof and shall have no force or effect.  This Agreement may\nnot be amended or modified otherwise than by a written agreement executed by the\nparties hereto or their respective successors and legal representatives.\n\n               (b) All notices and other  communications  hereunder  shall be in\nwriting and shall be given by hand  delivery to the other party or by registered\nor certified  mail,  return receipt  requested,  postage  prepaid,  addressed as\nfollows:\n\n               If to the Executive:\n\n               Alvin R. Carpenter\n               home address\n\n               If to the Company:\n\n               CSX Corporation\n               901 E. Cary Street\n               Richmond, VA  23219\n               Attention:  Corporate Secretary\n\nor to such other  address as either  party shall have  furnished to the other in\nwriting in accordance  herewith.  Notice and  communications  shall be effective\nwhen actually received by the addressee.\n\n(c) The invalidity or  unenforceability of any provision of this Agreement shall\nnot  affect  the  validity  or  enforceability  of any other  provision  of this\nAgreement.\n\n(d) The Company may withhold from any amounts  payable under this Agreement such\nFederal,  state,  local or foreign  taxes as shall be  required  to be  withheld\npursuant to any applicable law or regulation.\n\n(e) The  Executive's or the Company's  failure to insist upon strict  compliance\nwith any  provision  of this  Agreement  or the  failure to assert any right the\nExecutive or the Company may have  hereunder  shall not be deemed to be a waiver\nof such provision or right or any other provision or right of this Agreement.\n\n(f) This  Agreement  does not supersede  the  Employment  Agreement  between the\nparties dated February 1, 1995 (the 'Existing Agreement'),  except to the extent\nthat  this  Agreement  and the  Existing  Agreement  would  provide  duplicative\nbenefits.\n\n(g) The  provisions  of the 1987 Plan  shall  apply to the  extent  they are not\ninconsistent  with the terms of this Agreement,  in which case the terms of this\nAgreement shall be controlling.\n\n\n               IN  WITNESS   WHEREOF,   the   Executive  has  hereunto  set  the\nExecutive's hand and, pursuant to the authorization from its Board of Directors,\nthe Company has caused these  presents to be executed in its name on its behalf,\nall as of the day and year first above written.\n\n\n                                                   \/s\/ALVIN R. CARPENTER\n                                                   -----------------------------\n                                                   ALVIN R. CARPENTER\n\n\n                                                   CSX CORPORATION\n\n\n                                                   By:\/s\/JOHN W. SNOW\n                                                      ---------------\n\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":[9539,9544],"class_list":["post-39040","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39040","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=39040"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39040"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39040"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39040"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}