{"id":40341,"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-michael-j-ward.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-award-agreement-csx-corp-and-michael-j-ward","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-award-agreement-csx-corp-and-michael-j-ward.html","title":{"rendered":"Restricted Stock Award Agreement &#8211; CSX Corp. and Michael J. Ward"},"content":{"rendered":"<pre>                       RESTRICTED STOCK AWARD AGREEMENT\n                       --------------------------------\n\n          THIS AGREEMENT is made and entered into as of February 13, 2001, by\nand between CSX CORPORATION (\"CSX\"), a Virginia corporation, and MICHAEL J. WARD\n(the \"Recipient\").\n\n          WHEREAS, CSX and Recipient have agreed that Recipient shall continue\nto be employed by CSX pursuant to a Special Employment Agreement dated as of\nFebruary 13, 2001 (the \"Employment Agreement\"), and CSX wishes to create a\nfurther incentive for Recipient to remain as an employee of CSX.  Capitalized\nterms used in this agreement and not defined herein shall have the meaning\nascribed to them in the Employment 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 or an Affiliate, continuously, during the Term of the Employment\nAgreement (as defined therein) (the \"Employment Period\"), the Recipient shall,\nas of February 13, 2001 (the \"Grant Date\"), receive a grant of 165,000 shares of\nrestricted CSX Corporation common stock, $1 par value (the \"Restricted Stock\")\nunder CSX's Omnibus Incentive Plan (the \"Plan\"), the provisions of which are\nhereby incorporated by reference. (In the event of any conflict between this\nAgreement and the Plan, this 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 February 12, 2006. CSX\nshall pay to Recipient an amount equal to dividends declared and payable on each\nof the shares of Restricted Stock from February 13, 2001, through the Vesting\nDate for such shares or the date on which it is forfeited, as applicable, net of\napplicable withholding taxes, as and when such dividends are paid to CSX\nshareholders generally.\n\n          2.   (a) Except as set forth below in this Section 2, if Recipient's\nemployment with CSX terminates for any reason before the end of the Employment\nPeriod, 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 Paragraph 1\nof this Agreement.\n\n          (b) In the event of a termination of Recipient's employment before the\nend of the Employment Period by reason of Recipient's death or Disability (as\ndefined in the Employment Agreement), by CSX without Cause or by Recipient for\nGood Reason pursuant to the Employment Agreement, the Date of Termination shall\nbe the Vesting Date with respect to a number of shares of Restricted Stock\ndetermined by the following formula:\n\n          (number of completed months from the Grant Date through the Date of\n          Termination \/ 60) x 165,000\n\n \n     The 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 pay further monies pursuant to Paragraph\n1 of this Agreement with respect to any of the Restricted Stock.\n\n          (c) 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 dividends pursuant\nto Section 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 Paragraph 1 of this Agreement, (a) the number of shares of\nRestricted Stock to which Recipient shall be entitled shall be the same as if he\nhad actually 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.   Upon the occurrence of the date of a Vesting Event as defined in\nthe CSX Omnibus Incentive Plan, the Vesting Date will be deemed to have\noccurred.\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 his\nexisting employment, and Recipient acknowledges and agrees that the terms and\nconditions of his employment with CSX are governed exclusively by the Employment\nAgreement and the Employment Agreement between Recipient and CSX dated November\n1, 2000.\n\n          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof February 13, 2001.\n\n\n\nRECIPIENT:                                   CSX CORPORATION\n\n\n\/s\/ Michael J. Ward                          By: \/s\/ John W. Snow\n----------------------------                     ---------------------------\nMichael J. Ward\n                                             Title: Chairman and CEO\n                                                    ------------------------\n\n                                             Date: September 5, 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-40341","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\/40341","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=40341"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40341"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40341"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40341"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}