{"id":40566,"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-michael-j-ward.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-employment-agreement-csx-corp-and-michael-j-ward","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-employment-agreement-csx-corp-and-michael-j-ward.html","title":{"rendered":"Special Employment Agreement &#8211; CSX Corp. and Michael J. Ward"},"content":{"rendered":"<pre>                         SPECIAL EMPLOYMENT AGREEMENT\n                         ----------------------------\n\n          AGREEMENT by and between CSX Corporation, a Virginia corporation (the\n\"Company\"), and Michael J. Ward (the \"Executive\"), dated as of the thirteenth\nday of February, 2001.\n\nWHEREAS, CSX owns, directly or indirectly, more than fifty percent of the voting\nstock of various other corporations (hereinafter, individually or collectively,\n\"Affiliate\"); and\n\nWHEREAS, the Company and the Executive wish to set forth the terms and\nconditions of the Executive's continued employment with the Company or an\nAffiliate.\n\n          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:\n\n          1.   Term of this Agreement. The Company shall employ the Executive,\n               ----------------------\nand the Executive shall serve the Company, on the terms and conditions set forth\nin this Agreement, for the period beginning on February 13, 2001 and ending on\nFebruary 12, 2006, subject to early termination as provided below (the \"Term of\nthis Agreement\").\n\n          2.   Position and Duties. (a) During the Term of this Agreement, the\n               -------------------\nExecutive shall serve as the President of CSX Transportation, Inc., reporting to\nthe Chief Executive Officer (\"CEO\") of CSX Corporation, with the duties and\nresponsibilities normally associated with that position.\n\n               (b)  During the Term of this Agreement, and excluding any periods\nof vacation and sick leave to which the Executive is entitled, the Executive\nagrees to devote reasonable attention and time during normal business hours to\nthe business and affairs of the\n\n \nCompany and, to the extent necessary to discharge the responsibilities assigned\nto the Executive hereunder, to use the Executive's reasonable best efforts to\nperform faithfully and efficiently such responsibilities. During the Term of\nthis Agreement, it shall not be a violation of this Agreement for the Executive\nto (A) serve on corporate, civic, or charitable boards or committees, (B)\ndeliver lectures, fulfill speaking engagements, or teach at educational\ninstitutions and (C) manage personal investments, so long as such activities do\nnot significantly interfere with the performance of the Executive's\nresponsibilities as an employee of the Company in accordance with this\nAgreement.\n\n          3.   Compensation. (a) Base Salary. During the Term of this Agreement,\n               ------------      -----------\nthe Executive shall receive an annual base salary equal to his annual base\nsalary as of the date hereof (the \"Base Salary\"), payable in accordance with the\nCompany's customary payroll practices. During the Term of this Agreement, the\nBase Salary shall be reviewed for possible increase at least annually. Any\nincrease in the Base Salary shall not limit or reduce any other obligation of\nthe Company under this Agreement. The Base Salary shall not be reduced after any\nsuch increase, and the term \"Base Salary\" shall thereafter refer to the Base\nSalary as so increased.\n\n               (b)  Annual Bonus. In addition to the Base Salary, the Executive\n                    ------------\nshall have the opportunity to earn, for each fiscal year ending during the Term\nof this Agreement, an annual bonus (the \"Annual Bonus\") on terms comparable to\nthose provided for such fiscal year to senior executives of the Company.\n\n               (c)  Restricted Stock. In connection with entering into this\n                    ----------------\nAgreement, the Company has granted the Executive 165,000 shares of restricted\nstock under the Company's\n\n                                      -2-\n\n \nOmnibus Incentive Plan, pursuant to a Restricted Stock Award Agreement dated\nFebruary 13, 2001 (the \"Restricted Stock Agreement\").\n\n               (d)  Other Benefits. During the Term of this Agreement: (i) the\n                    --------------\nExecutive shall be entitled to participate in all incentive, savings and\nretirement plans, practices, policies and programs of the Company to the same\nextent as senior executives; (ii) the Executive and\/or the Executive's family,\nas the case may be, shall be eligible for participation in, and shall receive\nall benefits under, all welfare benefit plans, practices, policies and programs\nprovided by the Company (including, without limitation, medical, prescription,\ndental, disability, salary continuance, employee life insurance, group life\ninsurance, accidental death and travel accident insurance plans and programs) to\nthe same extent as senior executives; and (iii) the Executive shall be entitled\nto fringe benefits to the same extent and on the same basis as senior\nexecutives.\n\n          4.   Termination of Employment. (a) Death or Disability. The\n               -------------------------      -------------------\nExecutive's employment hereunder and the Term of this Agreement shall terminate\nautomatically upon the Executive's death during the Term of this Agreement. If\nthe Company determines in good faith that the Disability of the Executive has\noccurred during the Term of this Agreement (pursuant to the definition of\nDisability set forth below), it may give to the Executive written notice in\naccordance with Section 11(b) of this Agreement of its intention to terminate\nthe Executive's employment. In such event, the Executive's employment with the\nCompany and the Term of this Agreement shall terminate effective on the 30th day\nafter receipt of such notice by the Executive (the \"Disability Effective Date\"),\nprovided that, within 30 days after such receipt, the Executive shall not have\n--------\nreturned to full-time performance of the Executive's duties. For purposes of\nthis Agreement, \"Disability\" shall mean the Executive's becoming disabled within\nthe meaning of the long-term disability plan of the Company covering the\nExecutive.\n\n                                      -3-\n\n \n               (b)   By the Company. The Company may terminate the Executive's\n                     --------------\nemployment hereunder and the Term of this Agreement for Cause or without Cause.\n\"Cause\" means: (i) the willful and continued failure of the Executive\nsubstantially to perform the Executive's duties under this Agreement (other than\nas a result of physical or mental illness or injury) after the CEO delivers to\nthe Executive a written demand for substantial performance that specifically\nidentifies the manner in which the CEO believes that the Executive has not\nsubstantially performed the Executive's duties; or (ii) illegal conduct or gross\nmisconduct by the Executive.\n\n               (c)   Good Reason. The Executive may terminate employment\n                     -----------\nhereunder and the Term of this Agreement for Good Reason or without Good Reason.\nA termination for \"Good Reason\" means termination by the Executive within 60\ndays after, and as a result of:\n\n               (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; provided, however, that immaterial\n                                       --------  -------\nchanges in Executive's responsibilities will not constitute grounds for a Good\nReason termination under this Section 4(c)(i); or\n\n               (ii)  any failure by the Company to comply with any provision of\nSection 3 of this Agreement, other than an isolated, insubstantial and\ninadvertent failure that is not taken in bad faith and is remedied by the\nCompany promptly after receipt of notice thereof from the Executive.\n\n                                      -4-\n\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 for Cause, or by the\nExecutive for Good Reason, the date on which the Notice of Termination is given\nor any later date specified therein, as the case may be; (ii) if the Executive's\nemployment is terminated by the Company other than for Cause or Disability 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 terminated by reason of the Executive's death or Disability, the\nDate of Termination shall be the date of death or the Disability Effective Date,\nas the case may be.\n\n                                      -5-\n\n \n          5.   Obligations of the Company upon Termination. (a) Other Than for\n               -------------------------------------------      --------------\nCause, Death or Disability; Good Reason. If, during the Term of this Agreement,\n---------------------------------------\nthe Company 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, and shall\ncontinue the benefits described in Section 5(a)(ii) below until February 12,\n2006. The payments provided pursuant to this Section 5(a) are intended as\nliquidated damages for a termination of the Executive's employment by the\nCompany and of the Term of this Agreement other than for Cause or Disability or\nfor the actions of the Company leading to a termination of the Executive's\nemployment by the Executive for Good Reason, and shall be the sole and exclusive\nremedy therefor, and shall be paid only upon receipt by the Company from the\nExecutive of an executed release and waiver, satisfactory in form and in\nsubstance to the Company, of all claims against the Company, provided, however,\nthat such release and waiver shall be consistent with the Company's general\npractices and shall contain no language that directly or indirectly limits or\nreduces the Executive's entitlement to indemnity or insurance with respect to\nhis actions as an employee or officer of the Company or its Affiliates.\n\n               (i)  The amounts to be paid in a lump sum as described 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 Annual Bonuses\n          and vacation pay;\n\n               B.   the aggregate amount of the Base Salary that would have been\n          payable to the Executive from the Date of Termination through February\n          12, \n\n                                      -6-\n\n \n          2006, had he remained employed hereunder, at the rate in effect\n          immediately before the Date of Termination (but disregarding any\n          decrease in the rate of Base Salary that was a basis for a termination\n          by the Executive for Good Reason, if applicable);\n\n               C.   one-half of the aggregate target amount of the Annual\n          Bonuses that the Executive would have received following the Date of\n          Termination, up to and including a pro rated Annual Bonus for 2006.\n          The pro rated Annual Bonus for 2006 shall be equal to one-half of the\n          product of (A) the Target annual bonus established for the position\n          times (B) a fraction, the numerator of which is the number of days in\n          the year 2006 through February 12, 2006, and the denominator of which\n          is 365; and\n\n               D.   an amount equal to the excess of (a) the actuarial\n          equivalent of the benefit under the Company's qualified defined\n          benefit retirement plan (the \"Retirement Plan\") and any excess or\n          supplemental retirement plan in which the Executive participates\n          (together, the \"SERP\") which the Executive would have received if the\n          Executive's employment had continued until February 12, 2006, assuming\n          for this purpose that the Executive's compensation during such period\n          would have been that required by Section 3(a) and Section 3(b), over\n          (b) the actuarial equivalent of the Executive's actual benefit (paid\n          or payable), if any, under the Retirement Plan and the SERP as of the\n          Date of Termination (utilizing for purposes of the foregoing actuarial\n          assumptions no less favorable to the Executive than those in effect\n          under the Company's Retirement Plan and SERP as of the Date of\n          Termination).\n\n                                      -7-\n\n \n               (ii)   The benefits to be continued as described above are\nwelfare benefits to the Executive and\/or the Executive's family at least as\nfavorable as those that would have been providd to them under Section 3(d)(ii)\nof this Agreement if the Executive's employment had continued until February 12,\n2006, except that (A) the Company shall have no obligation to provide continued\ndisability and accidental death or dismemberment coverage, and (B) the provision\nof disability and accidental death or dismemberment coverage prior to\nTermination shall not be considered for purposes of determining whether the\nbenefits provided under this Section 5(a)(ii) are as favorable as those provided\nunder Section 3(c)(ii); provided, however, that during any period when the\n                        --------  -------\nExecutive is eligible to receive benefits of the type to be provided under this\nSection 5(a)(ii) under another employer-provided plan, the benefits provided by\nthe Company under this Section 5(a)(ii) may be made secondary to those provided\nunder such other plan. For purposes of determining eligibility (but not the time\nof commencement of benefits) of the Executive for retiree benefits under this\nsubparagraph, the Executive shall be deemed to have retired on February 12,\n2006.\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 Term of\nthis Agreement, the Company shall pay the Accrued Obligations to the Executive\nor the Executive's estate or legal representative, as applicable, in a lump sum\nin cash within 30 days after the Date of Termination, and the Company shall have\nno further obligations 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 Term of this\nAgreement, the Company shall pay the Executive the Base Salary through the Date\nof Termination and the amount of any compensation previously deferred by the\nExecutive (together with any accrued \n\n                                      -8-\n\n \ninterest or earnings thereon), in each case to the extent not yet paid, and the\nCompany shall have no further obligations under this Agreement. If the Executive\nvoluntarily terminates employment during the Term of this Agreement, other than\nfor Good Reason, the Company shall pay the Accrued Obligations to the Executive\nin a lump sum in cash within 30 days of the Date of Termination, and the Company\nshall have no further obligations under this Agreement.\n\n          6.   Effect of Change of Control. The Executive and the Company are\n               ---------------------------\nparties to an Employment Agreement dated as of November 1, 2000 (the \"Change of\nControl Agreement\"), which provides for the terms and conditions of the\nExecutive's employment and for certain severance pay and other benefits\nfollowing a \"Change of Control\" (as defined in the Change of Control Agreement).\nIf the Effective Date (as defined in the Change of Control Agreement) occurs\nduring the Term of this Agreement, then notwithstanding any other provision of\nthis Agreement or of the Change of Control Agreement, (i) the Change of Control\nAgreement shall supersede this Agreement for the duration of the Employment\nPeriod under the Change of Control Agreement, except that in the event of a\ntermination of the Executive's employment, the Executive (or his estate, in the\nevent of his death) may elect to have either Section 5 of this Agreement or\nSections 6 through 8 of the Change of Control Agreement (but not both) apply to\nsuch termination, and (ii) if the Term of this Agreement ends after the end of\nsuch Employment Period, and the Executive remains employed by the Company\nimmediately following the end of such Employment Period, this Agreement shall be\nreinstated as of the end of such Employment Period and shall govern the\nExecutive's employment for the remainder of the Term of this Agreement. If the\nExecutive becomes entitled to make the election contemplated by clause (i) of\nthe preceding sentence, the Company shall give the Executive written notice in\naccordance with Section 11(b) that he has the right to such election. If the\nExecutive fails to make such an\n\n                                      -9-\n\n \nelection affirmatively, he shall be deemed for all purposes to have elected to\nhave the provisions of Sections 6 through 8 of the Change of Control Agreement,\nrather than Section 5 of this Agreement, apply to such termination.\n\n          7.   Non-exclusivity of Rights. Nothing in this Agreement shall\n               -------------------------\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 (such\nother companies, collectively, the \"Affiliated Companies\") for which the\nExecutive may qualify, nor, subject to Section 11(f), shall anything herein\nlimit or otherwise affect such rights as the Executive may have under any\ncontract or agreement with the Company or any Affiliated Company. Amounts which\nare vested benefits or which the Executive is otherwise entitled to receive\nunder any plan, policy, practice or program of, or any contract or agreement\nwith, the Company or any of its Affiliated Companies at or subsequent to the\nDate of Termination shall be payable in accordance with such plan, policy,\npractice or program or contract or agreement except as explicitly modified by\nthis Agreement. Notwithstanding the foregoing, if the Executive receives\npayments and benefits pursuant to Section 5(a) of this Agreement, the Executive\nshall not be entitled to any severance pay or benefits under any severance plan,\nprogram or policy of the Company and the Affiliated Companies, unless otherwise\nspecifically provided therein in a specific reference to this Agreement.\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 \n\n                                      -10-\n\n \nobligated to seek other employment or take any other action by way of mitigation\nof the amounts payable to the Executive under any of the provisions of this\nAgreement and such amounts shall not be reduced (except as specifically provided\nin Section 5(a)(ii)) 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 Company 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\n\n                                      -11-\n\n \nbe turned over to the Company or such Affiliated Company, as applicable, upon\ntermination of the Executive's employment. The Executive also agrees that until\nthe first anniversary of the Date of Termination, 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 the\nNoncompetition 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, or solicit the employment of (whether\nas an employee, officer, director, agent, consultant or independent contractor),\nany person who was or is at any time during the previous twelve (12) months an\nemployee, representative, officer or director of the Company or any Affiliated\nCompany (except for such employment by the Company or any Affiliated Company);\nprovided, however, that a public advertisement not specifically targeted at the\n--------  -------\nemployees of the Company shall not be deemed to be a solicitation for purposes\nof this provision.\n\n          (c)  During the Noncompetition Period (as defined below), the\nExecutive shall not, without the prior written consent of the CEO, engage in or\nbecome associated with a Competitive Activity. For purposes of this Section 9:\n(i) the \"Noncompetition Period\" means the period beginning on the date of this\nAgreement and ending on February 12,\n\n                                      -12-\n\n \n2007, except that if the Executive voluntarily terminates his employment without\nGood Reason as described in the last sentence of Section 5(c), the\nNoncompetition Period shall end on the first anniversary of the Date of\nTermination; (ii) a \"Competitive Activity\" means any business or other endeavor,\nin any county of any state of the United States or a comparable jurisdiction in\nCanada or any other country, directly or indirectly for a Class I railroad\noperating in North America; and (iii) the Executive shall be considered to have\nbecome \"associated with a Competitive Activity\" if the Executive becomes\ndirectly or indirectly involved as an owner, principal, employee, officer,\ndirector, independent contractor, representative, stockholder, financial backer,\nagent, partner, advisor, lender, or in any other individual or representative\ncapacity with any individual, partnership, corporation or other organization\nthat is engaged in a Competitive Activity. Notwithstanding the foregoing, the\nExecutive may make and retain investments during the Term of this Agreement in\nless than 0.5% of the equity of any entity engaged in a Competitive Activity, if\nsuch equity is listed on a national securities exchange or regularly traded in\nan over-the-counter market.\n\n          (d)  All plans, discoveries and improvements, whether patentable or\nunpatentable, 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 Term of this Agreement and any subsequent period\nwhen the Executive is employed by the Company or any Affiliated Company,\nrelating or pertaining in any way to the Executive's employment with or the\nbusiness of the Company or any Affiliated Company, 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 \n\n                                      -13-\n\n \nand improvements and to execute any other instruments and documents requisite or\ndesirable in applying for and obtaining patents or copyrights, at the expense of\nthe Company, with respect thereto in the United States and in all foreign\ncountries, that may be required by the Company. The Executive further agrees,\nduring and after the Term of this Agreement, to cooperate to the extent and in\nthe manner required by the Company, in the prosecution or defense of any patent\nor copyright claims or any litigation, or other proceeding involving any trade\nsecrets, processes, discoveries or improvements covered by this Agreement, but\nall necessary expenses thereof shall be paid by the Company.\n\n          (e)  The Executive acknowledges and agrees that: (i) the purpose of\nthe 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 agrees and\nconsents that if he commits any breach of a covenant under this Section 9 or\nthreatens to commit any such breach, the Company shall have the right (in\naddition to, and not in lieu of, any other right or remedy that may be available\nto it) to temporary and permanent injunctive relief from a court of competent\njurisdiction, without posting any bond or other security and without the\nnecessity 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\n\n                                      -14-\n\n \nthe Company hereby agree that such court shall have jurisdiction to reform this\nAgreement or any provision hereof so that it is enforceable to the maximum\nextent permitted by law, and the parties agree to abide by such court's\ndetermination. If any of the covenants of this Section 9 are determined to be\nwholly or partially unenforceable in any jurisdiction, such determination shall\nnot be a bar to or in any way diminish the Company's right to enforce any such\ncovenant in any other jurisdiction.\n\n          10.  Successors. (a) This Agreement is personal to the Executive and\n               ----------\nwithout the 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\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 Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid 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 \n\n                                      -15-\n\n \nhave no force or effect. This Agreement may not be amended or modified otherwise\nthan by a written agreement executed by the parties hereto or their respective\nsuccessors 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\n          If to the Executive:\n          --------------------\n\n          Michael J. Ward\n\n\n\n\n          If to the Company:\n\n\n          CSX Corporation\n          One James Center\n          Richmond, Virginia 23219\n          Attention: Corporate Secretary\n\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 addresses.\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                                      -16-\n\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.\n\n          (e)  The Executive's or the Company's failure to insist upon strict\ncompliance with any provision of this Agreement or the failure to assert any\nright 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 Agreement\nsupersedes any other agreement between them concerning the subject matter\nhereof, other than the Change of Control Agreement. This Agreement shall have no\neffect on any agreements between the Executive and the Company or any of its\naffiliates not concerning the subject matter hereof, and any such agreement\n(including without limitation the Restricted Stock Agreement) is ratified and\nconfirmed in all respects and shall remain in full force and effect in\naccordance with its terms.\n\n          (g)  This Agreement may be executed in several counterparts, each of\nwhich shall be deemed an original, and said counterparts shall constitute but\none and the same instrument.\n\n                                      -17-\n\n \nIN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,\npursuant to due authorization, the Company has caused this Agreement to be\nexecuted in its name on its behalf, all as of the day and year first above\nwritten.\n\n\n                                       \/s\/ Michael J. Ward_____________________\n                                       ----------------------------------------\n                                             Michael J. Ward\n\n\n\n\n                                       CSX CORPORATION\n\n                                       By \/s\/ John W. Snow_____________________\n                                          -------------------------------------\n\n                                          September 5, 2001\n\n                                      -18-\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-40566","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\/40566","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=40566"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40566"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40566"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40566"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}