{"id":40565,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/special-employment-agreement-csx-corp-and-mark-g-aron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-employment-agreement-csx-corp-and-mark-g-aron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-employment-agreement-csx-corp-and-mark-g-aron.html","title":{"rendered":"Special Employment Agreement &#8211; CSX Corp. and Mark G. Aron"},"content":{"rendered":"<pre>                          SPECIAL EMPLOYMENT AGREEMENT\n                          ----------------------------\n\n          AGREEMENT by and between CSX Corporation, a Virginia corporation (the\n\"Company\"), and Mark G. Aron (the \"Executive\"), dated as of the 25th day of\nSeptember, 2001.\n\n          WHEREAS, the Company and the Executive wish to set forth the terms and\nconditions of the Executive's continued employment with the Company until his\nretirement, and to provide for his consulting with the Company for a period of\ntime following his retirement;\n\n          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n          1.  Employment Period.  The Company shall employ the Executive, and \n              -----------------\nthe Executive shall serve the Company, on the terms and conditions set forth in\nthis Agreement, for the Employment Period (as defined in the next sentence). The\n\"Employment Period\" shall mean the period beginning on the date of this\nAgreement and ending on April 30, 2002, at which time the Executive shall retire\nfrom employment with the Company; provided, however, that if the Effective Date,\nas defined in the Employment Agreement dated November 1, 2000, between the\nExecutive and the Company (the \"Change of Control Agreement\"), should occur on\nor before April 30, 2002, the Employment Period under this Agreement shall\nimmediately terminate, and this Agreement shall be superseded in its entirety by\nthe Change of Control Agreement.\n\n          2.  Position and Duties.  (a)  During the Employment Period, the \n              -------------------\nExecutive shall continue to serve in his current position as Vice Chairman of\nthe Company, with the status,\n\n \noffices, titles, reporting requirements, authority, duties and responsibilities\nappropriate to that position.\n\n               (b) During the Employment Period, and excluding any periods of \nvacation and sick leave to which the Executive is entitled, the Executive agrees\nto devote reasonable attention and time during normal business hours to the\nbusiness and affairs of the Company and, to the extent necessary to discharge\nthe responsibilities assigned to the Executive hereunder, to use the Executive's\nreasonable 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          3.  Compensation.  (a)  Base Salary.  During the Employment Period, \n              ------------        -----------\nthe Executive shall receive a base salary equal to his annual base salary as of\nthe date hereof (the \"Base Salary\"), payable in accordance with the Company's\ncustomary payroll practices. During the Employment Period, the Base Salary may\nbe reviewed for possible increase. Any increase in the Base Salary shall not\nlimit or reduce any other obligation of the Company under this Agreement. The\nBase Salary shall not be reduced after any such increase, and the term \"Base\nSalary' shall thereafter refer to the Base Salary as so increased.\n\n               (b) Annual Bonus.  In addition to the Base Salary, the Executive\n                   ------------\nshall have the opportunity to earn, for the fiscal year 2001 and for the portion\nof the fiscal year 2002 that is included in the Employment Period, annual\nbonuses based upon a target incentive equal to \n\n \n90% of Executive's Base Salary, on the same terms and conditions established\nthereunder for the Executive and his peer executives. Any annual bonuses so\nearned (each, an \"Annual Bonus\") shall be paid to the Executive at the same\ntimes as his peer executives receive their bonuses under such plan,\nnotwithstanding his retirement at the end of the Employment Period; provided,\nthat the Annual Bonus for the fiscal year 2002 shall equal one-third of the\namount that would have been payable to the Executive, had he remained employed\nthrough the end of the fiscal year 2002.\n\n               (c) Other Benefits.  During the Employment Period:  (i) the \n                   --------------\nExecutive shall be entitled to participate in all savings and retirement plans,\npractices, policies and programs of the Company to the same extent as his peer\nexecutives; (ii) the Executive and\/or the Executive's family, as applicable,\nshall be eligible for participation in, and shall receive all benefits under,\nall welfare benefit plans, practices, policies and programs provided by the\nCompany (including, without limitation, medical, prescription, dental,\ndisability, salary continuance, employee life insurance, group life insurance,\naccidental death and travel accident insurance plans and programs) to the same\nextent as his peer executives; and (iii) the Executive shall be entitled to\nfringe benefits to the same extent and on the same basis as his peer executives\n(tax and financial planning shall also be available to the Executive for the\nyear after the year in which he retires). It is expressly acknowledged and\nagreed that the Executive shall not be entitled to any additional grants of\nstock options or other long-term incentive compensation awards after the date of\nthis Agreement.\n\n          4.  Termination of Employment.  (a)  Death or Disability.  The \n              -------------------------        ------------------- \nExecutive's employment shall terminate automatically upon the Executive's death\nduring the Employment Period. If the Company determines in good faith that the\nDisability of the Executive has occurred during the Employment Period (pursuant\nto the definition of Disability set forth below),\n\n \nit may give to the Executive written notice in accordance with Section 11(b) of\nthis Agreement of its intention to terminate the Executive's employment. In such\nevent, the Executive's employment with the Company shall terminate effective on\nthe 30th day after receipt of such notice by the Executive (the \"Disability\nEffective Date\"), provided that, within the 30 days after such receipt, the\nExecutive shall not have returned to full-time performance of the Executive's\nduties. For purposes of this Agreement, \"Disability\" shall mean the Executive's\nbecoming disabled within the meaning of the long-term disability plan of the\nCompany covering the Executive.\n\n               (b) By the Company.  The Company may terminate the Executive's \n                   --------------\nemployment during the Employment Period for Cause or without Cause. \"Cause\"\nmeans (i) the willful and continued failure of the Executive to substantially\nperform the Executive's duties with the Company or one of its affiliates (other\nthan any such failure resulting from incapacity due to physical or mental\nillness), after the Chief Executive Officer of the Company delivers to the\nExecutive a written demand for substantial performance that specifically\nidentifies the manner in which the Chief Executive Officer believes that the\nExecutive has not substantially performed the Executive's duties, or (ii) the\nwillful engaging by the Executive in illegal conduct or gross misconduct which\nis materially and demonstrably injurious to the Company by the Executive.\n\n               (c) Good Reason.  The Executive may terminate employment during \n                   -----------\nthe Employment Period for Good Reason or without Good Reason. A termination for\n\"Good Reason\" means termination by the Executive within 60 days after, and as a\nresult of: (i) the assignment to the Executive of any duties materially\ninconsistent with Section 2(a) of this Agreement, or any other action by the\nCompany that results in a material diminution in the Executive's position,\nauthority, duties or responsibilities; or (ii) any failure by the Company to\n\n \ncomply with any provision of Section 3 of this Agreement, other than an\nisolated, insubstantial and inadvertent failure that is not taken in bad faith\nand is remedied by the Company promptly after receipt of notice thereof from the\nExecutive.\n\n               (d) Notice of Termination.  Any termination of the Executive's \n                   ---------------------\nemployment by the Company or by the Executive shall be communicated by Notice of\nTermination to the other party hereto given in accordance with Section 11(b) of\nthis Agreement. For purposes of this Agreement, a \"Notice of Termination\" means\na written notice which (i) indicates the specific termination provision in this\nAgreement relied upon, (ii) to the extent applicable, sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated, and (iii) if the\nDate of Termination (as defined below) is other than the date of receipt of such\nnotice, specifies the termination date (which date shall be not more than thirty\ndays after the giving of such notice). The failure by the Executive or the\nCompany to set forth in the Notice of Termination any fact or circumstance which\ncontributes to a showing of Good Reason or Cause shall not waive any right of\nthe Executive or the Company, respectively, hereunder or preclude the Executive\nor the Company, respectively, from asserting such fact or circumstance in\nenforcing the Executive's or the Company's rights hereunder.\n\n               (e) Date of Termination.  The \"Date of Termination\" means (i) if\n                   -------------------  \nthe Executive's employment is terminated by the Company other than for Cause or\nDisability, or by the Executive for Good Reason, the date on which the Notice of\nTermination is given or any later date specified therein, as the case may be,\n(ii) if the Executive's employment is terminated by the Company for Cause or by\nthe Executive without Good Reason, the Date of Termination shall be the date on\nwhich the Notice of Termination is given, and (iii) if the Executive's\nemployment is\n\n\n \nterminated by reason of the Executive's death or Disability, the Date of\nTermination shall be the date of death or the Disability Effective Date, as the\ncase may be.\n\n          5.  Obligations of the Company upon Termination.  (a)  Other Than for\n              -------------------------------------------        --------------\nCause, Death or Disability; Good Reason.  If, during the Employment Period, the\n---------------------------------------\nCompany terminates the Executive's employment, other than for Cause or\nDisability, or the Executive terminates employment for Good Reason, the Company\nshall pay the amounts described in Section 5(a)(i) below to the Executive in a\nlump sum in cash within 30 days after the Date of Termination, shall make any\npayments described in Section 5(a)(ii) below in accordance with the provisions\nof that Section 5(a)(ii), and shall provide the benefits described in Section\n5(a)(iii) below in accordance with the provisions of that Section 5(a)(iii). The\npayments provided pursuant to this Section 5(a) are intended as liquidated\ndamages for a termination of the Executive's employment by the Company other\nthan for Cause or Disability or for the actions of the Company leading to a\ntermination of the Executive's employment by the Executive for Good Reason,\nshall be the sole and exclusive remedy therefor, and shall be paid only upon\nreceipt by the Company from the Executive of an executed release and waiver,\nsatisfactory in form and in substance to the Company, of all claims against the\nCompany.\n\n                    (i)  The amounts to be paid in a lump sum as described \n     above are:\n\n               A.  the Executive's accrued but unpaid cash compensation (the \n          \"Accrued Obligations\"), which shall equal the sum of (1) any portion\n          of the Executive's Base Salary through the Date of Termination that\n          has not yet been paid, and (2) any accrued but unpaid vacation pay;\n\n \n               B.  the Base Salary that would have been paid to him for the\n          period from the Date of Termination through and including the last day\n          of the Employment Period, as if he had remained employed through that\n          day; and\n\n               C.  an amount equal to the excess of (a) the actuarial equivalent\n          of the benefit under the Company's qualified defined benefit\n          retirement plan (the \"Retirement Plan\") and any excess or supplemental\n          retirement plan in which the Executive participates (together, the\n          \"SERP\") which the Executive would have received if the Executive's\n          employment had continued under this Agreement through the end of the\n          Employment Period, over (b) the actuarial equivalent of the\n          Executive's actual benefit (paid or payable), if any, under the\n          Retirement Plan and the SERP as of the Date of Termination (utilizing\n          for purposes of the foregoing actuarial assumptions no less favorable\n          to the Executive than those in effect under the Company's Retirement\n          Plan as of the Date of Termination).\n\n                         (ii)  The Executive shall also be paid the Annual\n     Bonuses provided for under Section 3(b) above, to the extent not\n     theretofore paid, as if his employment had continued through the end of the\n     Employment Period; provided, any such Annual Bonus for a fiscal year that\n     ends after the Date of Termination shall be computed solely with reference\n     to financial measures applied to the Company's performance and without any\n     adjustment for personal performance, other than the assumption that any\n     personal targets or goals were achieved at target levels. The Annual\n     Bonuses under this Section 5(a)(ii), including any pro rata bonus, will be\n     paid at the time and in the form bonuses are paid to other peer executives.\n\n \n                         (iii)  The Executive shall retire at the end of the\n     Employment Period and shall, therefore, be eligible to receive benefits as\n     a retiree of the Company.\n\n               (b)  Death or Disability.  If the Executive's employment is\n                    -------------------                          \nterminated by reason of the Executive's death or Disability during the\nEmployment Period, the Company shall pay to the Executive or the Executive's\nestate or legal representative, as applicable, (i) the Accrued Obligations in a\nlump sum in cash within 30 days after the Date of Termination, and (ii) the\nAnnual Bonus, if any, earned for any fiscal year that begins before and ends on\nor after the Date of Termination, at such time as the annual bonuses for the\nExecutive's peer executives are paid, and the Company shall have no further\nobligations under this Agreement.\n\n               (c)  Cause; Other than for Good Reason. If the Executive's\n                    ---------------------------------\nemployment is terminated by the Company for Cause during the Employment Period,\nthe Company shall pay the Executive the Accrued Obligations in a lump sum within\n30 days after the Date of Termination, and the Company shall have no further\nobligations under this Agreement. If the Executive voluntarily terminates\nemployment during the Employment Period, other than for Good Reason, the Company\nshall pay to the Executive (i) the Accrued Obligations in a lump sum in cash\nwithin 30 days of the Date of Termination, and (ii) the Annual Bonus, if any,\nearned for any fiscal year that begins before and ends on or after the Date of\nTermination, at such time as the annual bonuses for the Executive's peer\nexecutives are paid, and the Company shall have no further obligations under\nthis Agreement.\n\n          6.  Consulting.  (a)  The Executive hereby agrees to serve as a\n              ----------\nconsultant to the Company, during the Consulting Period. The \"Consulting Period\"\nmeans the period beginning on the first to occur of the Date of Termination or\nMay 1, 2002 and ending on the second\n\n \nanniversary thereof. Notwithstanding the foregoing: (i) there shall be no\nConsulting Period if the Executive's employment terminates during the Employment\nPeriod as a result of the Executive's death or Disability, a termination by the\nCompany for Cause or termination by the Executive without Good Reason; and (ii)\nthe Consulting Period shall end if, during the Consulting Period, the Executive\ndies or becomes unable, by reason of physical or mental incapacitation, to\nrender the consulting services required by Section 6(c) below or the Executive\nterminates the Consulting Period.\n\n               (b)  Consulting Fees and Benefits.  During the Consulting Period,\n                    ----------------------------\nthe Company shall pay the Executive a monthly fee equal to his Base Salary\ndivided by 12, payable in arrears. In addition, during the Consulting Period,\nthe Company shall continue to provide the Executive with the car allowance, club\nmemberships and The Greenbrier discount being provided to him immediately before\nthe beginning of the Consulting Period. In addition, during the Consulting\nPeriod, the Company shall make an office (including parking) available to the\nExecutive at its Washington, D.C. office (or another agreed upon location) and\nshall continue to provide Executive with a facsimile machine and computer for\nhis home and shall reimburse Executive for costs associated with additional\nphone lines associated therewith. Finally, the Company shall pay, or reimburse\n(consistent with the general expense reimbursement policy) the Executive for,\nall expenses he reasonably incurs in rendering the consulting services provided\nfor in Section 6(c), upon presentation of appropriate documentation thereof. It\nis expressly acknowledged and agreed that no other compensation or benefits will\nbe provided to the Executive for his consulting services.\n\n               (c)  Services.  During the Consulting Period, the Executive shall\n                    --------\nrender such services as may from time to time be reasonably requested by the\nChairman and\/or Chief Executive Officer of the Company or the Company's Board\nprovided that such services shall be \n\n \nrendered at mutually convenient times. It is expressly acknowledged and agreed\nthat the Executive may perform services as an employee of another employer or in\na consulting or self-employed capacity during the Consulting Period, subject to\nthe covenants set forth in Section 9 of this Agreement.\n\n          7.  Non-exclusivity of Rights; Confirmation of Retirement Benefits.  \n              --------------------------------------------------------------\n(a) Except as specifically provided in this Agreement, nothing herein shall\nprevent or limit the Executive's continuing or future participation in any plan,\nprogram, policy or practice provided by the Company or any other company\ncontrolled by, controlling, or under common control with, the Company\n(collectively, the \"Affiliated Companies\")for which the Executive may qualify,\nnor, subject to Section 11(f), shall anything herein limit or otherwise affect\nsuch rights as the Executive may have under any contract or agreement with the\nCompany or any Affiliated Company. Amounts which are vested benefits or which\nthe Executive is otherwise entitled to receive under any plan, policy, practice\nor program of, or any contract or agreement with, the Company or any of its\nAffiliated 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. Notwithstanding the\nforegoing, if the Executive receives payments and benefits pursuant to Section\n5(a) of this Agreement, the Executive shall not be entitled to any severance pay\nor benefits under any severance plan, program or policy of the Company and the\nAffiliated Companies, unless otherwise specifically provided therein in a\nspecific reference to this Agreement.\n\n               (b)  Retirement Benefits.  It is expressly acknowledged and\n                    ------------------- \nagreed that nothing in Section 6, above, shall affect the Executive's\nentitlements to retirement benefits under the Company's retirement plans and\nprograms from and after his retirement from employment\n\n \nwith the Company in accordance with their terms, including without limitation:\n(i) retiree health care plans; (ii) the Tax Savings Thrift Plan for Employees of\nCSX Corporation and Affiliated Companies; (iii) the CSX Corporation\nSupplementary Savings and Incentive Award Deferral Plan; (iv) the CSX life\ninsurance programs; (v) the CSX Market Value Cash Plan; (vi) the CSX option\nplans; (vii) the Supplemental Retirement Plan and the Special Retirement Plan\n(including without limitation the Executive's right to receive lump sum benefits\nthereunder); and (viii) the Deferred Compensation Program for Executives of CSX\nCorporation and Affiliated Companies (including, without limitation, the\nExecutive's right to receive benefits thereunder over a 15-year period).\n\n          8.  Full Settlement.  The Company's obligation to make the payments\n              ---------------\nprovided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any set-off, counterclaim, recoupment,\ndefense or other claim, right or action which the Company may have against the\nExecutive or others. In no event shall the Executive be obligated to seek other\nemployment or take any other action by way of mitigation of the amounts payable\nto the Executive under any of the provisions of this Agreement and such amounts\nshall not be reduced whether or not the Executive obtains other employment.\n\n          9.  Confidential Information; No-Raid; Noncompetition; Inventions.  \n              -------------------------------------------------------------\n(a) The Executive shall hold in a fiduciary capacity, for the benefit of the\nCompany and the Affiliated Companies, all secret or confidential information,\nknowledge or data relating to the Company or any Affiliated Company and their\nrespective businesses (including, without limitation, any proprietary and not\npublicly available information concerning any processes, methods, trade secrets,\nresearch, secret data, costs or names of users or purchasers of their respective\nproducts or services, business methods, operating procedures or programs or\nmethods of promotion and sale) that the Executive obtains during the Executive's\nemployment by the Company or any Affiliated\n\n \nCompany and\/or his service as a consultant hereunder, and that is not public\nknowledge (other than as a result of the Executive's violation of this Section\n9(a)) (\"Confidential Information\"). For the purposes of this Section 9(a),\ninformation shall not be deemed to be publicly available merely because it is\nembraced by general disclosures or because individual features or combinations\nthereof are publicly available. The Executive shall not communicate, divulge or\ndisseminate Confidential Information at any time during or after the Executive's\nemployment with the Company or any Affiliated Company, except with the prior\nwritten consent of the Company, or such Affiliated Company, as applicable, or as\notherwise required by law or legal process. All records, files, memoranda,\nreports, customer lists, drawings, plans, documents and the like that the\nExecutive uses, prepares or comes into contact with during the course of the\nExecutive's employment shall remain the sole property of the Company and\/or one\nor more Affiliated Company, as applicable, and shall be turned over to the\nCompany or such Affiliated Company, as applicable, upon termination of the\nExecutive's employment. The Executive also agrees that through the end of the\nNoncompetition Period (as defined below), he will advise any prospective\nemployer or client that meets any of the following criteria of the\nconfidentiality restrictions set forth in this Agreement and state in writing to\nsuch prospective employer or client that his employment or provision of services\nwill not violate these provisions, and will deliver a copy of such statement to\nthe Company. Such a statement shall be required for any prospective employer or\nclient that is (i) engaged in the railroad or intermodal transportation\nbusiness; (ii) a customer representing more than 1% of the revenues of either\nCSX Transportation, Inc. or CSX Intermodal, Inc.; or (iii) affiliated with the\nNorfolk Southern Corporation.\n\n               (b)  The Executive agrees that he will not, at any time during\nthe Noncompetition Period (as defined in Section 9(c) below), without the prior\nwritten consent of the Company or the applicable Affiliated Company, as\napplicable, directly or indirectly employ,\n\n \nor solicit the employment of (whether as an employee, officer, director, agent\nconsultant or independent contractor), any person who was or is at any time\nduring the previous twelve (12) months an employee, representative, officer or\ndirector of the Company or any Affiliated Company (except for such employment by\nthe Company or any Affiliated Company); provided, however, that a public\nadvertisement not specifically targeted at the employees of the Company shall\nnot be deemed to be a solicitation for purposes of this provision.\n\n               (c)  During the Noncompetition Period (as defined below), the\nExecutive shall not, without the prior written consent of the Chief Executive\nOfficer of the Company, engage in or become associated with a Competitive\nActivity. For purposes of this Section 9: (i) the \"Noncompetition Period\" means\nthe period from the date of this Agreement through April 30, 2004; (ii) a\n\"Competitive Activity\" means any business or other endeavor, in any county of\nany state of the United States or a comparable jurisdiction in Canada or any\nother country, directly or indirectly for a Class I railroad operating in North\nAmerica; and (iii) the Executive shall be considered to have become \"associated\nwith a Competitive Activity\" if the Executive becomes directly or indirectly\ninvolved as an owner, principal, employee, officer, director, independent\ncontractor, representative, stockholder, financial backer, agent, partner,\nadvisor, lender, or in any other individual or representative capacity with any\nindividual, partnership, corporation or other organization that is engaged in a\nCompetitive Activity. Notwithstanding the foregoing, the Executive may make and\nretain investments in less than 0.5% of the equity of any entity engaged in a\nCompetitive Activity, if such equity is listed on a national securities exchange\nor regularly traded in an over-the-counter market.\n\n               (d)  All plans, discoveries and improvements, whether patentable\nor unpatentable, made or devised by the Executive, whether alone or jointly with\nothers, from the date of the Executive's initial employment by the Company and\ncontinuing until the end of the\n\n \nConsulting Period (or, if there is no Consulting Period, until the termination\nof the Executive's employment with the Company and the Affiliated Companies),\nrelating or pertaining in any way to the Executive's employment with or the\nbusiness of the Company or any Affiliated Company, shall be promptly disclosed\nin writing to the Chief Executive Officer and are hereby transferred to and\nshall redound to the benefit of the Company, and shall become and remain its\nsole and exclusive property. The Executive agrees to execute any assignments to\nthe Company or its nominee, of the Executive's entire right, title and interest\nin and to any such discoveries and improvements and to execute any other\ninstruments and documents requisite or desirable in applying for and obtaining\npatents or copyrights, at the expense of the Company, with respect thereto in\nthe United States and in all foreign countries, that may be required by the\nCompany. The Executive further agrees, during and after the Employment Period,\nto cooperate to the extent and in the manner required by the Company, in the\nprosecution or defense of any patent or copyright claims or any litigation, or\nother proceeding involving any trade secrets, processes, discoveries or\nimprovements covered by this Agreement, but all necessary expenses thereof shall\nbe paid by the Company.\n\n               (e)  The Executive acknowledges and agrees that: (i) the purpose\nof the foregoing covenants, including without limitation the noncompetition\ncovenant of Section 9(c), is to protect the goodwill, trade secrets and other\nConfidential Information of the Company; (ii) because of the nature of the\nbusiness in which the Company and the Affiliated Companies are engaged and\nbecause of the nature of the Confidential Information to which the Executive has\naccess, it would be impractical and excessively difficult to determine the\nactual damages of the Company and any Affiliated Company in the event the\nExecutive breached any of the covenants of this Section 9; and (iii) remedies at\nlaw (such as monetary damages) for any breach of the Executive's obligations\nunder this Section 9 would be inadequate. The Executive therefore\n\n \nagrees and consents that if he commits any breach of a covenant under this\nSection 9 or threatens to commit any such breach, the Company shall have the\nright (in addition to, and not in lieu of, any other right or remedy that may be\navailable to it) to temporary and permanent injunctive relief from a court of\ncompetent jurisdiction, without posting any bond or other security and without\nthe necessity of proof of actual damage. With respect to any provision of this\nSection 9 finally determined by a court of competent jurisdiction to be\nunenforceable, the Executive and the Company hereby agree that such court shall\nhave jurisdiction to reform this Agreement or any provision hereof so that it is\nenforceable to the maximum extent permitted by law, and the parties agree to\nabide by such court's determination. If any of the covenants of this Section 9\nare determined to be wholly or partially unenforceable in any jurisdiction, such\ndetermination shall not be a bar to or in any way diminish the Company's right\nto enforce any such covenant in any other jurisdiction.\n\n          10.  Successors.  (a)  This Agreement is personal to the Executive\n               ----------\nand, without the prior written consent of the Company, shall not be assignable\nby the Executive otherwise than by will or the laws of descent and distribution.\nThis Agreement shall inure to the benefit of and be enforceable by the\nExecutive's legal 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\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to assume\nexpressly and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in this Agreement, \"Company\" shall mean the \n\n \nCompany as hereinbefore defined and any successor to its business and\/or assets\nas aforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, or otherwise.\n\n          11.  Miscellaneous.  (a)  This Agreement shall be governed by and\n               -------------\nconstrued in accordance with the laws of the Commonwealth of Virginia, without\nreference to principles of conflict of laws. The captions of this Agreement are\nnot part of the provisions hereof and shall have no force or effect. This\nAgreement may not be amended or modified otherwise than by a written agreement\nexecuted by the parties hereto or their respective successors and legal\nrepresentatives.\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\n          Mark G. Aron\n\n\n\n\n\n          If to the Company:\n          ------------------\n\n          CSX Corporation\n          One James Center\n          Richmond, Virginia 23219\n          Attention:  Vice President - Corporate Human Resources\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 addressees.\n\n \n               (c)  The invalidity or unenforceability of any provision of this\nAgreement shall not affect the validity or enforceability of any other provision\nof this Agreement. If any provision of this Agreement shall be held invalid or\nunenforceable in part, the remaining portion of such provision, together with\nall other provisions of this Agreement, shall remain valid and enforceable and\ncontinue in full force and effect to the fullest extent consistent with law.\n\n               (d)  The Company may withhold from any amounts payable under this\nAgreement such Federal, state, local or foreign taxes as shall be required to be\nwithheld pursuant to any applicable law or regulation; provided, that it is\nacknowledged and agreed that the Executive's services during the Consulting\nPeriod will be rendered by the Executive as an independent contractor rather\nthan an employee, and that the Executive will therefore be solely responsible\nfor paying all taxes with respect to his compensation for such services.\n\n               (e)  The Executive's or the Company's failure to insist upon\nstrict compliance with any provision of this Agreement or the failure to assert\nany right the Executive or the Company may have hereunder, including, without\nlimitation, the right of the Executive to terminate employment for Good Reason\npursuant to Section 4(c) of this Agreement, 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)  The Executive and the Company acknowledge that this\nAgreement supersedes any other agreement between them concerning the subject\nmatter hereof, other than the Change of Control Agreement. This Agreement shall\nhave no effect on any agreements between the Executive and the Company or any of\nits affiliates not concerning the subject matter hereof.\n\n \n               (g)  This Agreement may be executed in several counterparts, each\nof which shall be deemed an original, and said counterparts shall constitute but\none and the same instrument.\n\n          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's\nhand and, pursuant to due authorization, the Company has caused this Agreement\nto be executed in its name on its behalf, all as of the day and year first above\nwritten.\n\n                              \/s\/ Mark G. Aron\n                              ---------------------------------\n                              Mark G. Aron\n\n\n                              CSX CORPORATION\n\n                              By: \/s\/ John W. Snow\n                                 ------------------------------\n                              Its: Chairman and CEO\n                                   ----------------------------\n                              Date: October 2, 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-40565","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\/40565","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=40565"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40565"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40565"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40565"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}