{"id":40117,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/market-value-cash-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"market-value-cash-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/market-value-cash-plan-csx-corp.html","title":{"rendered":"Market Value Cash Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                           CSX MARKET VALUE CASH PLAN\n\n\n1.       Purpose\n\nThe CSX  Market  Value  Cash Plan (the  'Plan')  is  established  to  compensate\nemployees   of  the   Company  or  a   Subsidiary   who,   by  virtue  of  their\nresponsibilities  or  positions,  are most  likely  to have the  opportunity  to\nenhance long-term  performance of the Company and shareholder value. The Company\nbelieves that  compensation  programs tied to the value of the Company's  common\nstock  stimulate the efforts of those employees upon whose judgment and interest\nthe Company is and will be largely  dependent for the successful  conduct of its\nbusiness and will further the identification of those employees'  interests with\nthose of the Company's shareholders.\n\n\n2.      Definitions\n\nUnless the context clearly indicates to the contrary, the singular shall include\nthe plural and the masculine shall include the feminine.\n\nAs used in the Plan, the following terms have the indicated meanings:\n\n        (a) 'Agreement'  means a Special Award Agreement made by and between the\n        Company and a Participant pursuant to the Plan.\n\n        (b) 'Business Day' means, if relevant to a determination of the value of\n        Company  Stock,  a day on which shares of Company  Stock are or could be\n        traded on the New York Stock Exchange.\n\n        (c) 'Cash Value  Amount' means an amount  payable to a Participant  upon\n        the Company  Stock  achieving or being deemed to have  achieved a Market\n        Price Threshold pursuant to Paragraphs 3(b) or 4(d) of the Plan.\n\n        (d)  'Cause'  means  a  Participant's:  (i)  act  or  acts  of  personal\n        dishonesty intended to result in substantial  personal enrichment at the\n        expense of the Company or a Subsidiary;  (ii) repeated violations of the\n        Participant's   responsibilities  which  are  demonstrably  willful  and\n        deliberate  and which are not  remedied in a  reasonable  period of time\n        after  receipt of written  notice from the Company or a  Subsidiary;  or\n        (iii) conviction of a felony involving moral turpitude.\n\n        (e) 'Change of Control' means any of the following:\n\n               (i)    Stock Acquisition.  The acquisition, by   any  individual,\n                      -----------------\n                      entity or group [within  the  meaning of Section  13(d)(3)\n                      or 14(d)(2) of  the  Securities  Exchange  Act of 1934, as\n                      amended (the  'Exchange  Act')] (a 'Person') of beneficial\n                      ownership  (within  the  meaning of Rule 13d-3 promulgated\n                      under  the   Exchange  Act)  of  20%  or  more  of  either\n                      (A)  the  then outstanding  shares of common  stock of the\n                      Company (the 'Outstanding Company  Common  Stock'), or (B)\n                      the combined  voting power of the then outstanding  voting\n                      securities  of   the   Company  entitled to vote generally\n                      in   the   election  of   directors    (the   'Outstanding\n                      Company  Voting Securities');  provided, however, that for\n                      purposes  of   this   subparagraph   (i),  the   following\n                      acquisitions  shall  not  constitute  a Change of Control:\n                      (A) any\n\n\n                      acquisition directly from the Company;(B)  any acquisition\n                      by the Company;(C) any acquisition by any employee benefit\n                      plan (or related  trust)  sponsored or   maintained by the\n                      Company or any corporation controlled by  the Company;  or\n                      (D) any  acquisition  by  any  corporation   pursuant to a\n                      transaction which complies with  clauses (A),  (B) and (C)\n                      of subparagraph (iii) of this Paragraph 2(e);  or\n\n               (ii)   Board  Composition.  Individuals  who, as of the effective\n                      ------------------\n                      date  hereof,  constitute  the  Board  of   Directors (the\n                      'Incumbent  Board') cease  for any reason to constitute at\n                      least a  majority  of the  Board  of  Directors; provided,\n                      however,  that   any  individual  becoming   a    director\n                      subsequent to  that date whose  election or nomination for\n                      election by  the Company's shareholders, was approved by a\n                      vote  of   at   least  a  majority  of the directors  then\n                      comprising  the  Incumbent   Board  shall be considered as\n                      though  such individual  were a  member  of the  Incumbent\n                      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\n                      respect   to   the   election   or  removal   of directors\n                      or other actual or  threatened  solicitation of proxies or\n                      consents by or on  behalf of a Person other than the Board\n                      of Directors; or\n\n               (iii)  Business  Combination. Approval by the shareholders of the\n                      ---------------------\n                      Company of a reorganization, merger, consolidation or sale\n                      or other  disposition  of all  or substantially all of the\n                      assets of the Company or its principal subsidiary  that is\n                      not  subject,  as  a  matter   of  law  or   contract,  to\n                      approval  by   the  Surface  Transportation Board  or  any\n                      successor agency or regulatory  body  having  jurisdiction\n                      over  such   transactions    (the 'Agency')   (a 'Business\n                      Combination'),  in     each    case,    unless,  following\n                      such Business Combination:\n\n                      (A)    all or  substantially  all of the  individuals  and\n                             entities    who   were    the  beneficial   owners,\n                             respectively,  of  the  Outstanding  Company Common\n                             Stock and  Outstanding  Company  Voting  Securities\n                             immediately  prior  to  such  Business  Combination\n                             beneficially own, directly or indirectly, more 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\n                             to vote  generally in the election of directors, as\n                             the case may be, of the corporation  resulting from\n                             such   Business  Combination   (including,  without\n                             limitation,  a corporation   which  as  a result of\n                             such transaction owns the Company or its  principal\n                             subsidiary  or  all  or  substantially  all  of the\n                             assets  of the Company or its principal  subsidiary\n                             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 Company\n                             Common  Stock   and   Outstanding  Company   Voting\n                             Securities, as the case may be;\n\n                      (B)    no  Person (excluding  any  corporation   resulting\n                             from  such  Business  Combination  or  any employee\n                             benefit  plan (or related trust) of the  Company or\n                             such   corporation  resulting  from  such  Business\n                             Combination)   beneficially   owns,   directly   or\n                             indirectly, 20% or more of, respectively,  the then\n                             outstanding   shares   of   common  stock   of  the\n                             corporation    resulting    from    such   Business\n                             Combination  or the  combined\n\n                                       2\n\n                             voting  power of  the  then   outstanding    voting\n                             securities  of  such  corporation  except   to  the\n                             extent   that   such   ownership   existed    prior\n                             to    the   Business Combination; and\n\n                      (C)    at least a majority  of the members of the board of\n                             directors resulting from such Business  Combination\n                             were members of the Incumbent  Board at the time of\n                             the execution of the initial  agreement,  or of the\n                             action of the  Board of  Directors,  providing  for\n                             such Business Combination; or\n\n               (iv)   Regulated   Business   Combination.    Approval   by   the\n                      ----------------------------------\n                      shareholders of the Company of a Business Combination that\n                      is subject, as a matter of law or contract, to approval by\n                      the Agency (a  'Regulated  Business  Combination')  unless\n                      such Business  Combination  complies with clauses (A), (B)\n                      and (C) of subparagraph (iii) of this Paragraph 2(e); or\n\n               (v)    Liquidation or Dissolution.  Approval by the  shareholders\n                      --------------------------\n                      of the Company of a complete liquidation or dissolution of\n                      the Company or its principal subsidiary.\n\n        (f)  'Committee'  means  the  Compensation  Committee  of the  Board  of\n        Directors of the Company.\n\n        (g) 'Company' means CSX Corporation.\n\n        (h)  'Company  Stock'  means the common stock of the Company and rights,\n        options or warrants for the purchase of  securities of the Company which\n        may be issued with shares of common stock  pursuant and subject to plans\n        or agreements adopted or entered into from time to time by the Company.\n\n        (i)  'Deferral  Election'  shall have the meaning set forth in Paragraph\n        3(d).\n\n        (j) 'Disability' means the inability to perform the services for which a\n        Participant was employed as a result of a physical or mental  impediment\n        entitling the  Participant  to begin  receiving  benefits  under the CSX\n        Salary Continuation and Long-Term Disability Plan.\n\n        (k) 'IRC' means the Internal Revenue Code of 1986 as amended.\n\n        (l) 'Market  Price' means the average of the high and the low price of a\n        share of Company Stock on the New York Stock Exchange (or the average of\n        the bid and asked  prices if there were no sales) on any Business Day as\n        reported in The Wall Street Journal.\n\n        (m) 'Market  Price  Threshold'  shall  have  the  meaning  set  forth in\n        Paragraph 3(b).\n\n        (n) 'Payment Date' shall  have  the meaning set forth in Paragraph 3(c).\n\n        (o) 'Purchase Loan' means an extension of credit to a Participant by the\n        Company  to  purchase  shares of  Company  Stock,  evidenced  by a Stock\n        Purchase  Pledge and Loan Agreement made by and between the  Participant\n        and the Company pursuant to the CSX Corporation  Stock Purchase and Loan\n        Plan.\n\n                                       3\n\n        (p) 'Retirement' means termination of employment (for reasons other than\n        Cause)  (i) at or after  age 65,  or (ii)  after age 55 with at least 10\n        years of service with the Company and\/or a Subsidiary.\n\n        (q) 'Subsidiary'  means a corporation more than 50% of the voting shares\n        of which are owned directly or indirectly by the Company.\n\n        (r) 'Supplementary  Savings  Plan' means the  Supplementary  Savings and\n        Incentive Award Deferral Plan for Eligible Executives of CSX Corporation\n        and Affiliated Companies, as amended from time to time.\n\n        (s) 'Table' means the table of Market Price Thresholds and corresponding\n        Cash  Value  Amounts  as set forth in an  Agreement  for the  purpose of\n        determining the value of a Unit.\n\n        (t) 'Unit'  means  an  interest  in the Plan  that may be  granted  to a\n        Participant pursuant to Paragraph 3(a).\n\n\n3.      Units; Cash Value Amount\n\n        (a) The Company  may, in an Agreement  made  pursuant to this CSX Market\n        Value Cash Plan and  subject to the  approval  of the  Committee,  grant\n        Units to a Participant.\n\n        (b) If at any time after the Effective Date of an Agreement and prior to\n        January 1, 2003, the Market Price of the Company Stock equals or exceeds\n        one of the amounts specified as a Market Price Threshold in the Table (a\n        'Market  Price  Threshold')  for a period of  fifteen  (15)  consecutive\n        Business  Days,  the Market Price  Threshold  will be achieved and, with\n        respect to each such Market  Price  Threshold,  the  corresponding  Cash\n        Value  Amount  specified  in  the  Table  for  each  Unit  held  by  the\n        Participant  shall be payable to the  Participant.  Once a Market  Price\n        Threshold has been  achieved or deemed to have been achieved  during the\n        term of an Agreement with respect to a  Participant,  it shall not again\n        be achieved or deemed to be achieved  during such term of the  Agreement\n        with respect to such Participant.\n\n        (c) Unless a valid  Deferral  Election  has been made as provided for in\n        Paragraph  3(d),  Cash Value Amounts will be paid to the  Participant as\n        soon as  practicable  following  the  month in which  the  corresponding\n        Market Price Threshold is achieved (the 'Payment Date').\n\n        (d) If a Participant  is eligible to  participate  in the  Supplementary\n        Savings Plan, with respect to a specified calendar year, the Participant\n        may elect in  writing,  on forms  provided  by the  Committee,  to defer\n        payment of any Cash Value Amounts which would  otherwise  become payable\n        as a result of any  Market  Price  Threshold  which is  achieved  (or is\n        deemed to be achieved under  Paragraph  4(d)) in such calendar year (the\n        'Deferral  Election').   Deferral  Elections  must  be  filed  with  the\n        Committee  prior to the  beginning  of the  calendar  year to which they\n        relate and will be  irrevocable as of the first day of the calendar year\n        to which they relate.  Cash Value Amounts shall be deferred  pursuant to\n        the Supplementary Savings Plan, shall be credited on the Payment Date to\n        an account  therein,  and shall be payable at the time and in the manner\n        provided for under the Supplementary  Savings Plan;  provided,  however,\n        that  except in the case of death,  Disability  or Change of  Control as\n        defined  in  the  Plan,  the   Participant   may  not  begin   receiving\n        distributions  from his account prior to January 1, 2005. Nothing in the\n        Plan or\n\n                                       4\n\n        an Agreement  shall  grant  a  Participant any right to participate   in\n        the Supplementary Savings Plan.\n\n4.      Termination of Employment; Change of Control\n\nIf, after the  Effective  Date of an  Agreement  and prior to January 1, 2003, a\nParticipant's  employment  terminates  for any  reason,  or a Change of  Control\noccurs, the following provisions shall apply  notwithstanding any other terms in\nthe Agreement to the contrary:\n\n        (a) Death, Disability or Retirement. If the Participant's termination of\n            -------------------------------\n        employment  results  from  his  death,  Disability  or  Retirement,  the\n        Participant  shall cease to accrue  benefits under  Paragraphs  3(b) and\n        4(d) of the Plan on the date  which is the  earlier  of three  (3) years\n        following said termination of employment or December 31, 2002.\n\n        (b)  Voluntary  or  Involuntary   Termination.   If  the   Participant's\n             ----------------------------------------\n        termination  of  employment  is either  voluntary  or  involuntary,  the\n        Participant  shall cease to accrue  benefits under  Paragraphs  3(b) and\n        4(d) of the Plan immediately upon said termination of employment.\n\n        (c) Divisive Transaction.  If the Participant's  employer ceases to be a\n            --------------------\n        Subsidiary or if there is a sale of substantially all of the assets of a\n        Subsidiary which is the  Participant's  employer,  the Participant shall\n        cease to  accrue  benefits  under  Paragraphs  3(b) and 4(d) of the Plan\n        immediately upon the closing of such divisive transaction. The foregoing\n        shall apply  whether or not the  Participant  continues in the employ of\n        such Subsidiary but shall not apply should the  Participant  continue in\n        the employ of the Company or another Subsidiary not part of the divisive\n        transaction.\n\n        (d) Change of Control.  If, after the Effective Date of an Agreement and\n            -----------------\n        prior to January 1, 2003,  a Change of Control  occurs,  for purposes of\n        Paragraph 3(b) all Market Price  Thresholds shall be deemed to have been\n        achieved;  the  Payment  Date  shall  be a date,  as  determined  by the\n        Committee,  not later than  ninety  (90) days  following  said Change of\n        Control,  unless a valid Deferral Election has been made as provided for\n        in  Paragraph  3(d),  in which  case,  with  respect to those Cash Value\n        Amounts subject to such Deferral  Election,  the Payment Date shall be a\n        date not later than seven (7) days following said Change of Control; and\n        the Participant shall cease to accrue benefits under Paragraphs 3(b) and\n        4(d) of the Plan immediately  after the later of the applicable  Payment\n        Dates.\n\n        (e) Certain Terms of  Agreements.  Notwithstanding  any provision of the\n            ----------------------------\n        Plan to the contrary,  in the discretion of the Committee,  an Agreement\n        may  provide,  to the extent  deemed  appropriate  by the  Committee  to\n        eliminate or reduce the  applicability or impact of Sections 280G and\/or\n        4999 of the IRC, for a reduction of any benefit under the Plan.\n\n\n5.      Miscellaneous\n\n        (a)  Administration  of the Plan. The Committee shall be responsible for\n             ---------------------------\n        administering  the  Plan  and  shall  have the  power  to  construe  and\n        interpret the Plan. The Committee may appoint such agents,  who need not\n        be members of the Committee and who may be employees of the Company or a\n        Subsidiary,  as it may deem  necessary for the effective  performance of\n        its  duties,  and may  delegate to such agents such powers and duties as\n        the Committee may deem  appropriate\n\n                                       5\n\n        and that are not inconsistent with the intent of the Plan. A decision of\n        the  Committee  shall be final and conclusive on all persons,  except to\n        the extent  otherwise  provided by law.\n\n        (b) Term of the Plan.  The Plan  became  effective  on  October 7, 1998.\n            ----------------\n        Unless  extended,  amended or  terminated  by action of the Committee as\n        provided for in subparagraph  (c) below, the Plan shall remain in effect\n        until December 31, 2002, and shall  terminate on that date. No new Units\n        shall be granted after the termination  date;  provided,  however,  that\n        Agreements  entered into before  termination of the Plan shall remain in\n        effect in accordance with their terms.\n\n        (c) Termination and Modification.  The Plan may be extended,  amended or\n            ----------------------------\n        terminated  at any  time  by  action  of the  Committee.  An  extension,\n        amendment or termination of the Plan shall not,  without  consent of the\n        affected  Participant,  adversely impact a Participant's rights under an\n        Agreement previously made pursuant to the Plan.\n\n        (d) Notices. All notices,  requests and other communications required or\n            -------\n        permitted  to be given  under the Plan shall be in writing  and shall be\n        deemed to have been duly given if delivered  personally  or mailed first\n        class,  postage  prepaid  as  follows:  (i)  if to the  Company,  at its\n        principal business address to the attention of the Corporate  Secretary;\n        (ii) if to any Participant, at the last address of the Participant known\n        to the sender at the time the notice or communication is sent.\n\n        (e) No  Contract  for  Employment.  The  existence  of the Plan does not\n            -----------------------------\n        constitute a contract for continued employment between a Participant and\n        the Company or its Subsidiaries.\n\n        (f)  Unsecured  Creditor;  Non-Alienation.  The rights of a  Participant\n             -------------------\n        under  the Plan and  Agreement  shall be  solely  those of an  unsecured\n        creditor of the Company and the Company's  promise to pay benefits under\n        an  Agreement  entered  into  pursuant  to the Plan shall be an unfunded\n        promise.  A  Participant's  right  to  benefits  under  the  Plan and an\n        Agreement   shall  not  be  subject  in  any  manner  to   anticipation,\n        alienation, sale, transfer, assignment, pledge, encumbrance,  attachment\n        or garnishment by the Participant's creditors.\n\n        (g)  Governing  Law.  The  terms of the Plan  shall be  governed  by and\n             --------------\n        construed in accordance with the laws of the Commonwealth of Virginia.\n\n                                       6\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":[9539,9546],"class_list":["post-40117","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40117","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=40117"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40117"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40117"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40117"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}