{"id":40340,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-award-agreement-csx-corp-and-john-w-snow.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-csx-corp-and-john-w-snow","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-csx-corp-and-john-w-snow.html","title":{"rendered":"Restricted Stock Award Agreement &#8211; CSX Corp. and John W. Snow"},"content":{"rendered":"<pre>                       RESTRICTED STOCK AWARD AGREEMENT\n                       --------------------------------\n\n          THIS AGREEMENT is made and entered into as of July 11, 2001, by and\nbetween CSX CORPORATION (\"CSX\"), a Virginia corporation, and JOHN W. SNOW (the\n\"Recipient\").\n\n          WHEREAS, CSX and Recipient have agreed that Recipient shall continue\nto render services to CSX pursuant to an Employment and Consulting Agreement\ndated as of July 11, 2001 (the \"Service Agreement\"), and CSX wishes to create a\nfurther incentive for Recipient to render such services.  (Capitalized terms\nused in this Agreement and not defined herein shall have the meanings given in\nthe Service Agreement.)\n\n          NOW, THEREFORE, in consideration of their mutual promises and\nundertakings, CSX and Recipient mutually agree as follows:\n\n          1.   In consideration for Recipient's agreement to remain an active\nemployee of CSX, continuously during the Employment Period, and thereafter to\nrender services during the Chairmanship Period, if any, the Recipient shall, as\nof July 11, 2001 (the \"Grant Date\"), receive a grant of 200,000 shares of\nrestricted CSX Corporation common stock, $1 par value (the \"Restricted Stock\")\nunder CSX's Omnibus Stock Incentive Plan (the \"Plan\"), the provisions of which\nare hereby incorporated by reference. In the event of any conflict between this\nAgreement and the Plan, the Agreement shall control. All or a portion of the\nRestricted Stock shall vest, and the restrictions applicable to such shares of\nRestricted Stock hereunder shall be lifted, on the date that is the \"Vesting\nDate,\" as provided below in this Agreement. Except as provided otherwise below,\nthe Vesting Date for all of the Restricted Stock shall be the earlier of the\ndate on which the 2004 Annual Meeting occurs or June 1, 2004. CSX shall pay to\nRecipient an amount equal to dividends declared and payable on each of the\nshares of Restricted Stock from July 11, 2001, through the Vesting Date for such\nshares or the date on which it is forfeited, as applicable, net of applicable\nwithholding taxes, as and when such dividends are paid to CSX shareholders\ngenerally.\n\n          2.   (a)  If there occurs an Early Termination before the earlier of\nthe date on which the 2004 Annual Meeting occurs or June 1, 2004, by reason of\n(i) Recipient's termination of his employment with CSX during the Employment\nPeriod other than for Good Reason, (ii) Recipient's voluntary termination of his\nservice during the Chairmanship Period (if any), or (iii) a termination by CSX\nfor Cause, Recipient shall forfeit the Restricted Stock, this Agreement shall\nbecome null and void and CSX shall have no obligation as to vesting of any of\nthe Restricted Stock and payment of any further monies pursuant to Section 1 of\nthis Agreement.\n\n          (b)  If there occurs an Early Termination before the earlier of the\ndate on which the 2004 Annual Meeting occurs or June 1, 2004, by reason of\nRecipient's death or Disability, the Date of Termination shall be the Vesting\nDate with respect to a number of shares of Restricted Stock determined by the\nfollowing formula:\n\n          (number of completed months from the Grant Date through the Date of\n          Termination \/ 34) x 200,000\n\nThe remainder of the Restricted Stock shall be forfeited as of the Date of\nTermination and CSX shall have no obligation as to vesting of such forfeited\nRestricted Stock, nor any obligation to \n\n \npay further monies pursuant to Section 1 of this Agreement with respect to any\nof the Restricted Stock.\n\n          (c)  If there occurs an Early Termination before the earlier of the\ndate on which the 2004 Annual Meeting occurs or June 1, 2004, for any reason\nother than those provided for in Sections 2(a) and (b), the Date of Termination\nshall be the Vesting Date with respect to all shares of Restricted Stock.\n\n          (d)  Recipient shall be solely responsible for any and all federal,\nstate, and local taxes which may be imposed on him as a result of his receipt of\nthe Restricted Stock, the vesting thereof and his receipt of cash pursuant to\nSection 1.\n\n          3.   In the event of any change (such as recapitalization, merger,\nconsolidation, stock dividend, or otherwise) in the character or amount of CSX\nCorporation common stock, $1 par value, prior to vesting of the Restricted Stock\npursuant to Section 1 of this Agreement, (a) the number of shares of Restricted\nStock to which Recipient shall be entitled shall be the same as if he had\nactually owned the Restricted Stock without restriction at the time of such\nchange, and (b) the amount of the cash to be paid to Recipient shall be the\namount of dividends paid on the Restricted Stock following such change in the\nnumber of shares of Restricted Stock.\n\n          4.   In the event of any Change of Control the Vesting Date shall be\ndeemed to have occurred as of the date of such Change of Control.\n\n          5.   Nothing in this Agreement shall be interpreted or construed to\ncreate a contract of employment between the Company and the Recipient. This\nAgreement is intended solely to provide Recipient an incentive to continue to\nrender services to CSX, and Recipient acknowledges and agrees that the terms and\nconditions of his services CSX are governed exclusively by the Service\nAgreement.\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof July 11, 2001.\n\n\n\nRECIPIENT:                                  CSX CORPORATION\n\n\/s\/ John W. Snow                            By: \/s\/ Mark G. Aron\n-----------------------------                   -----------------------------\nJohn W. Snow\n                                            Title: Vice Chairman\n                                                   --------------------------\n \n                                            Date: October 26, 2001\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-40340","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\/40340","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=40340"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40340"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40340"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40340"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}