{"id":40574,"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-retirement-plan-for-directors-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-retirement-plan-for-directors-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-retirement-plan-for-directors-csx-corp.html","title":{"rendered":"Special Retirement Plan for Directors &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                             SPECIAL RETIREMENT PLAN\n                                       FOR\n                                  CSX DIRECTORS\n\n                     As Amended and Restated January 1, 1995\n                     (As Amended through December 31, 1997)\n\n\n            1. Purpose. In order to attract and retain the services of Directors\nof the highest  caliber,  to reward them for their  services to the Company when\nthey cease to be active  Directors,  and to retain for the  Company the value of\ntheir  advice  and  consultation,  the  Board of  Directors  adopted  a  special\nretirement  plan for Directors on April 21, 1981. The Plan, as amended  November\n14, 1984, is further amended and restated to provide as follows:\n\n            2. Definitions. Whenever used in the Plan, the following terms shall\nhave the  meanings  set forth  below  unless  the  context  clearly  requires  a\ndifferent meaning:\n\n            (a) Actuary.  An actuary or actuaries  engaged by the Corporation in\nconjunction  with the Plan;  provided  that  following a Change of Control,  the\nselection or  retention  of the actuary  shall be subject to the approval of the\nBenefits Trust Committee.\n\n            (b) Benefits Trust Committee.  The committee established pursuant to\nthe CSX Corporation and Affiliated Companies Benefits Assurance Trust Agreement.\n\n            (c) Board.  The Company's Board of Directors.\n\n            (d)  Change of  Control.  A  'Change  of  Control'  means any of the\nfollowing:\n\n                    (i) Stock  Acquisition.  The  acquisition by any individual,\nentity or group  [within  the  meaning of Section  13(d)(3)  or  14(d)(2) of the\nSecurities  Exchange Act of 1934, as amended (the 'Exchange  Act')] (A 'Person')\nof beneficial  ownership (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) of 20% or more of either (A) the then outstanding shares of common\nstock of the  Company  (the  'Outstanding  Company  Common  Stock'),  or (B) the\ncombined voting power of the then outstanding  voting  securities of the Company\nentitled to vote  generally  in the  election  of  directors  (the  'Outstanding\nCompany  Voting  Securities');  provided,  however,  that for  purposes  of this\nsubsection  (i), the  following  acquisitions  shall not  constitute a Change of\nControl:  (A) any acquisition  directly from the Company; (B) any acquisition by\nthe Company; (C) any acquisition by any employee benefit plan (or related trust)\nsponsored or  maintained  by the Company or any  corporation  controlled  by the\nCompany;  or (D) any  acquisition by any  corporation  pursuant to a transaction\nwhich complies with clauses (A), (B) and (C) of subsection (iii) of this Section\n2(d); or\n\n                    (ii)  Board  Composition.  Individuals  who,  as of the date\nhereof,  constitute the Board of Directors (the 'Incumbent Board') cease for any\nreason to constitute  at least a majority of the Board of  Directors;  provided,\nhowever,  that any individual  becoming a director subsequent to the date hereof\nwhose  election or  nomination  for election by the Company's  shareholders  was\napproved by a vote of at least a majority of the directors  then  comprising the\nIncumbent  Board shall be considered as though such  individual were a member of\nthe Incumbent Board, but excluding,  for this purpose, any such individual whose\ninitial  assumption  of office  occurs  as a result  of an actual or  threatened\nelection  contest  with respect to the election or removal of directors or other\nactual or  threatened  solicitation  of proxies or consents by or on behalf of a\nPerson other than the Board of Directors; or\n\n                    (iii) Business Combination.  Approval by the shareholders of\nthe  Company  of a  reorganization,  merger,  consolidation  or  sale  or  other\ndisposition  of all or  substantially  all of the  assets of the  Company or its\nprincipal  subsidiary  that is not subject,  as a matter of law or contract,  to\napproval  by the  Interstate  Commerce  Commission  or any  successor  agency or\nregulatory body having  jurisdiction  over such  transactions  (the 'Agency') (a\n'Business   Combination'),   in  each  case,  unless,  following  such  Business\nCombination:\n\n                           (A) all or  substantially  all of the individuals and\n                           entities    who   were   the    beneficial    owners,\n                           respectively, of the Outstanding Company Common Stock\n                           and Outstanding Company Voting Securities immediately\n                           prior to such Business Combination  beneficially own,\n                           directly   or   indirectly,   more   than   50%   of,\n                           respectively,  the then outstanding  shares of common\n                           stock  and the  combined  voting  power  of the  then\n                           outstanding   voting  securities   entitled  to  vote\n                           generally in the election of  directors,  as the case\n                           may  be,  of  the  corporation  resulting  from  such\n                           Business Combination (including,  without limitation,\n                           a corporation  which as a result of such  transaction\n                           owns the Company or its  principal  subsidiary or all\n                           or substantially  all of the assets of the Company or\n                           its principal  subsidiary  either directly or through\n                           one or more  subsidiaries) in substantially  the same\n                           proportions as their ownership,  immediately prior to\n                           such Business  Combination of the Outstanding Company\n                           Common   Stock   and   Outstanding   Company   Voting\n                           Securities, as the case may be;\n\n                           (B) no Person  (excluding any  corporation  resulting\n                           from  such  Business   Combination  or  any  employee\n                           benefit  plan (or  related  trust) of the  Company or\n                           such   corporation   resulting   from  such  Business\n                           Combination)    beneficially   owns,    directly   or\n                           indirectly,  20% or more of,  respectively,  the then\n                           outstanding shares of common stock of the corporation\n                           resulting  from  such  Business  Combination  or  the\n                           combined voting power of the then outstanding  voting\n                           securities of such  corporation  except to the extent\n                           that such  ownership  existed  prior to the  Business\n                           Combination; and\n\n                           (C) at least a majority  of the  members of the board\n                           of directors resulting from such Business Combination\n                           were  members of the  Incumbent  Board at the time of\n                           the  execution  of the initial  agreement,  or of the\n                           action of the Board of Directors,  providing for such\n                           Business Combination; or\n\n                    (iv)  Regulated  Business   Combination.   Approval  by  the\nshareholders  of the Company of a Business  Combination  that is  subject,  as a\nmatter of law or  contract,  to  approval by the Agency (a  'Regulated  Business\nCombination')  unless such Business  Combination  complies with clauses (A), (B)\nand (C) of subsection (iii) of this Section 2(d); or\n\n                    (v) Liquidation or Dissolution. Approval by the shareholders\nof the Company of a complete  liquidation  or  dissolution of the Company or its\nprincipal subsidiary.\n\n               (e) Committee. The Executive Committee of the Board.\n\n               (f) Company. CSX Corporation.\n\n               (g) Director.  A person duly elected or appointed to, and serving\nas an active member of, the Board.\n\n               (h)  Director's  Fees.  The basic annual  retainer fee paid to an\nactive Outside  Director for his services,  plus meeting fees,  special fees for\nserving as Chairman of a committee,  but excluding  travel expenses or any other\nextraordinary form of compensation.\n\n               (i) Effective  Date.  April 21, 1981.  The effective  date of the\namendment and restatement is January 1, 1995. A Participant receiving Retirement\nPayments on the date of the  restatement  will  continue to receive  payments in\naccordance with the terms of the Plan as restated to the extent not inconsistent\nwith the terms of the Plan prior to the date of the restatement.\n\n               (j) Eligible  Service.  The period of service with the Company or\nany of its  predecessor  companies as an active  Outside  Director,  measured in\nyears and months  beginning  with the day of the month in which the person first\nbecomes or performs services as an Outside Director and ending with the month in\nwhich he ceases to be, or no longer performs  services as, an Outside  Director.\nService need not be continuous.\n\n               (k)  Employee  Director.  A person who serves or has served as an\nactive  Director  during a period  when he or she is a salaried  employee of the\nCompany or a subsidiary company.\n\n               (l) Outside Director.  A Director who, with respect to any period\nof service as an active  Director  taken into account  under the Plan, is not an\nEmployee Director.\n\n               (m)  Participant.  An Outside Director or former Outside Director\nwho has met or can be expected to meet the  requirements for and become eligible\nfor Retirement  Payments under the Plan as determined  under Section 3. The term\nincludes  Outside  Directors  who on the  Effective  Date of the  amendment  and\nrestatement  are  receiving  Retirement  Payments  under the Plan.  An  Employee\nDirector  shall not be entitled to become a Participant in the Plan with respect\nto any period of service as a Director  while an  employee  of the  Company or a\npredecessor company.\n\n               (n) Plan. The Special Retirement Plan for CSX Directors.\n\n               (o) Payment Date. The last day of each calendar quarter beginning\nwith the last day of the  calendar  quarter  in which  the  Participant  becomes\nentitled to receive Retirement Payments and ending with the payment for the last\ncalendar  quarter for the calendar  year in which the  Participant  ceases to be\neligible for Retirement Payments under Section 3.\n\n               (p)  Retirement  Payment.  An annual  amount  equal to 50% of the\nDirector's  Fees paid  during the  Outside  Director's  final  twelve  months of\nservice as a Director with the Company payable in quarterly installments on each\nPayment Date.\n\n               (q) Rule of 75.  Any  combination  of age and  years of  Eligible\nService that totals 75 or more.\n\n               (r) Trust. The CSX Corporation and Affiliated  Companies Benefits\nAssurance Trust or a similar grantor trust established by the Company which will\nsubstantially  conform to the terms of the Internal  Revenue Service model trust\nas described in Revenue Procedure 92-64,  1992-2 D.B. 422. Except as provided in\nSection 5, the Company is not obligated to make any contribution to the Trust.\n\n               (s) Valuation  Date.  The last day of each calendar year and such\nother  dates as the  Committee  deems  necessary  or  appropriate  to value  the\nParticipants' benefits under this Plan.\n\n            3.   Eligibility for Retirement Payments.\n\n               (a) An Outside  Director who no longer  serves as a Director (for\nany reason other than death),  whose service as a Director  ended prior to April\n17,  1997,  and who has (i)  attained the age of 68, or (ii) has met the Rule of\n75, shall be deemed a  Participant  in the Plan and shall be entitled to receive\nRetirement  Payments.  A  Participant  who ceased to serve as a Director  before\nattaining the age of 68 will be entitled to receive Retirement Payments when the\nParticipant attains the age of 68 or meets the Rule of 75, whichever event shall\nfirst occur. In  consideration  of the receipt of Retirement  Payments under the\nPlan,  a  Participant  agrees to be  available  for advice and  consultation  as\nrequested by the Board.\n               (b) A  Participant  entitled  to  compensation  under  (a)  shall\nreceive  Retirement  Payments on each Payment Date as  hereinafter  provided.  A\nParticipant  who has  completed 10 or more years of Eligible  Service or has met\nthe Rule of 75, will be entitled to Retirement  Payments for life. A Participant\nwho has not  completed 10 years of Eligible  Service and has not met the Rule of\n75, will be entitled to receive  Retirement  Payments  for a period equal to the\nlesser  of (i) the  Participant's  life  and (ii) the  Participant's  period  of\nEligible Service.  A Participant's  right to compensation  shall terminate as of\nthe last day of the calendar year in which his or her death  occurs,  or, if the\nParticipant has less than 10 years of Eligible  Service and has not met the Rule\nof 75, as of the end of the  calendar  year in which  falls the date that is the\nanniversary of the date the Participant's last period of Eligible Service began.\n\n               (c) Any  retirement  payment due after the death of a Participant\nshall be paid to the Participant's  surviving spouse, or, if no spouse survives,\nto the Participant's personal representative.\n\n               (d)  The  obligations  of the  Company  or any of its  affiliated\ncorporations  and  the  benefit  due  any   Participant,   surviving  spouse  or\nbeneficiary  hereunder shall be reduced by any amount received in regard thereto\nunder the Trust.\n\n            4. Funding. To the extent reflected by resolutions of the applicable\nboards of directors, obligations for benefits under this Plan shall be joint and\nseveral.\n\n            5. Change of Control.\n\n               (a) If a Change of Control  has  occurred,  the  Committee  shall\ncause the  Company to  contribute  to the Trust  within 7 days of such Change of\nControl, a lump sum contribution equal to the greater of:\n\n                    (i)  the  aggregate   unfunded  value  of  the  amount  each\nParticipant would be eligible to receive, under (b), below; or\n\n                    (ii) the present value of accumulated Plan benefits based on\nthe  assumptions  the Company's  independent  actuary deems  reasonable for this\npurpose,  as of a Valuation Date  coinciding with nor next preceding the date of\nChange of Control,  to the extent such amounts are not already in the Trust. The\naggregate  value of the  amount of the lump sum to be  contributed  to the Trust\npursuant to this  Section 4 shall be  determined  by the  Company's  independent\nactuaries.  Thereafter,  the  Company's  independent  actuaries  shall  annually\ndetermine as of a Valuation Date for such  Participant  not receiving a lump sum\npayment pursuant to subsection (b), below, the greater of:\n\n                           (A) the amount such  Participant  would have received\n                           under  subsection (b) had such  Participant  not made\n                           the  election   under   subsection   (c)  below,   if\n                           applicable; and\n\n                           (B) the present value of  accumulated  benefits based\n                           on assumptions the actuary deems  reasonable for this\n                           purpose.  To the extent  that the value of the assets\n                           held in the  Trust  relating  to this  Plan  does not\n                           equal the amount described in the preceding sentence,\n                           at the time of the valuation,  the Company shall make\n                           a lump sum  contribution  to the  Trust  equal to the\n                           difference.\n\n               In no event,  however,  shall the Company's  contribution  to the\nTrust be less than the  amount  that would have been  contributed  thereto  with\nrespect to liabilities  relating to the Plan (including  related  administrative\nand investment expense),  pursuant to and at the time and in the manner provided\nunder Section 1(h) of the Trust.\n\n               (b) In the event a Change of Control has occurred, the trustee of\nthe  Trust  shall,  within  45 days  of  such  Change  of  Control,  pay to each\nParticipant  not making an  election  under  subsection  (c), a lump sum payment\nequal to the  present  value  of the  Retirement  Payments  the  Participant  is\nentitled to receive from the Company  pursuant to the terms of the Plan assuming\nwhen  applicable  for each  Participant as of the date of Change of Control that\n(i) the  Participant  will  complete  his  current  term as  Director,  (ii) the\nParticipant  will survive during the period of his normal life  expectancy,  and\n(iii) the age requirement  for retirement and receipt of Retirement  Payments is\nthe age of the Participant on the Change of Control date. Present value shall be\ndetermined  by using a  discount  rate  equal  to the  applicable  Federal  rate\nprovided  for in Section  7872(f)(2)  of the Internal  Revenue Code of 1986,  as\namended.  The amount of each  Participant's lump sum payment shall be determined\nby the Actuary.\n\n               (c) Each Participant may elect in a time and manner determined by\nthe  Committee,  but in no event later than December 31, 1996, or the occurrence\nof a Change of Control,  if earlier, to have amounts and benefits determined and\npayable under the terms of this Plan as if a Change of Control had not occurred.\nNew  Participants  in the Plan may elect in a time and manner  determined by the\nCommittee,  but in no event later than 90 days after becoming a Participant,  to\nhave amounts and benefits  determined and payable under the terms of the Plan as\nif a Change of Control had not occurred. A Participant who has made an election,\nas set forth in the two preceding  sentences,  may, at any time and from time to\ntime,  change that  election ; provided,  however,  a change of election that is\nmade within one year of a Change of Control shall be invalid.\n\n               (d) Each  Participant  who has made an election under (c), above,\nmay elect  within 90 days  following a Change of  Control,  in a time and manner\ndetermined  by the  Benefits  Trust  Committee,  to  receive a lump sum  payment\ncalculated  under the provisions of subsection (b), above,  determined as of the\nValuation  Date next  preceding  such payment,  except that such amount shall be\nreduced by 5% and such reduction  shall be irrevocably  forfeited to the Company\nby the Participant.  Furthermore,  as a result of such election, the Participant\nshall no longer be eligible to participate or otherwise  benefit under the Plan.\nPayments  under this  subsection (d) shall be made not later than seven (7) days\nfollowing  receipt by the Company of the  Participant's  election.  The Benefits\nTrust  Committee  shall,  no later than seven (7) days after a Change of Control\nhas  occurred,  cause  written  notification  to be  given  to each  Participant\neligible to make an election under this subsection (d), that a Change of Control\nhas occurred and informing such Participant of the availability of the election.\n\n            (e)Notwithstanding the preceding, following a Change of Control, any\nelection by a Participant  to receive his or her payment in an alternate form or\nto delay his or her  payment is subject to the  approval of the  Benefits  Trust\nCommittee in its sole judgment and discretion.\n\n            6.  Committee  Powers.  Prior to a Change of Control,  the Committee\nshall have full power and authority to interpret,  construe and administer  this\nPlan,  and all  actions of the  Committee  under the Plan  shall be binding  and\nconclusive on all persons for all purposes.  Following a Change of Control,  the\nBenefits  Trust  Committee may remove and\/or replace the Committee as the Plan's\nadministrator.  Accordingly,  following a Change of  Control,  any and all final\nbenefit determinations for Participants, their beneficiaries,  heirs and assigns\nand  decisions  regarding  benefit  claims  under  this Plan shall rest with the\nBenefits  Trust  Committee  or its  delegate in its sole  judgment  and absolute\ndiscretion.\n\n            7.  Successors.  The Plan  shall be  binding  upon and  inure to the\nbenefit  of  Participants.  If the  Company  becomes  a  party  to  any  merger,\nconsolidation, reorganization or in the event of a sale of substantially all the\nassets of the  Company,  the Plan  shall  remain in full  force and effect as an\nobligation of the Company or its successor in interest.\n\n            8. Amendment and Termination.  Prior to a Change of Control and upon\nthe  recommendation  of the Committee,  the Board reserves the right to amend or\nterminate  the Plan at any time without the consent of any  Participant,  but no\namendment or termination  shall deprive any Participant of the right to continue\nto receive payment under Section 3 once payments have begun. Notwithstanding the\nforegoing, if a Change of Control occurs, each Participant, regardless of age or\nEligible Service shall be eligible for benefits under the Plan, and the Plan may\nnot be terminated and no amendment may be made that would  adversely  affect the\nright of any such  Participant  to receive  Retirement  Payments or  Accelerated\nRetirement Payments under the Plan. Following a Change of Control, this Plan may\nnot be  amended  or  terminated  without  the  approval  of the  Benefits  Trust\nCommittee.\n\n            9.  Construction.  The Plan shall be  governed by and  construed  in\naccordance with the laws of the Commonwealth of Virginia.  The masculine pronoun\nshall mean the feminine wherever  appropriate.  The captions inserted herein are\ninserted as a matter of convenience and shall not affect the construction of the\nPlan.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7241],"corporate_contracts_industries":[9524],"corporate_contracts_types":[9539,9550],"class_list":["post-40574","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40574","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=40574"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40574"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40574"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40574"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}