{"id":40638,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-and-loan-plan-csx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-and-loan-plan-csx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-purchase-and-loan-plan-csx-corp.html","title":{"rendered":"Stock Purchase and Loan Plan &#8211; CSX Corp."},"content":{"rendered":"<pre>\n                                 CSX CORPORATION\n\n                          Stock Purchase and Loan Plan\n                   As Amended and Restated February 14, 1996,\n                       as Amended through October 6, 1998\n\n\n1.      Purpose\n\n        The CSX Corporation  1991 Stock Purchase and Loan Plan (the '1991 Plan')\nwas  established  to encourage and increase the ownership of the common stock of\nCSX  Corporation  (the  'Company')  by  those  employees  of  the  Company  or a\nSubsidiary  who, by virtue of their  responsibilities  or  positions,  were most\nlikely to have the opportunity to enhance  long-term  performance of the Company\nand shareholder  value.  The Company  continues to believe that ownership of the\nCompany's  common stock  stimulates  the efforts of those  employees  upon whose\njudgment  and  interest  the  Company is and will be largely  dependent  for the\nsuccessful  conduct of its business and will further the identification of those\nemployees' interests with those of the Company's shareholders.\n\n        Unless  the 1991 Plan is  extended  or  replaced,  these  benefits  will\ngenerally end July 31, 1996.  Management believes it is in the best interests of\nthe  Company's  shareholders  to extend the 1991 Plan in order to  continue  the\noriginal objective of assuring that significant  amounts of the Company's common\nstock are held by employees  whose  interests are  identified  with those of the\nCompany's non-employee shareholders.  Accordingly,  the 1991 Plan is amended and\nrestated  as of  February  14, 1996 (the  'Plan'),  to maintain  and expand this\nobjective.\n\n        Notwithstanding  anything  contained in this amended and restated  Plan,\nthe provisions of the 1991 Plan in effect prior to the amendment and restatement\nreflected  herein shall continue to apply with respect to Company Stock acquired\npursuant to a Purchase  Award under the 1991 Plan as to which a  Participant  is\nnot granted or does not exercise an Exchange Award.\n\n\n2.      Definitions and Construction\n\n        Unless the content  clearly  indicates to the contrary,  in reading this\nPlan,  the singular  shall include  plural and the  masculine  shall include the\nfeminine.\n\n        As used in the Plan, the following terms have the indicated meanings:\n\n               (a)    'Applied  Dividends'  means,  as provided in Section 6(e),\n                      dividends  paid on  pledged  Company  Stock used to reduce\n                      Interest.\n\n               (b)    'Board' means the Company's Board of Directors.\n\n               (c)    'Business Day' means,  if relevant to a  determination  of\n                      the  value of  Company  Stock,  a day on which  shares  of\n                      Company Stock are or could be traded on the New York Stock\n                      Exchange.\n\n               (d)    'Cause' means a Participant's: (i) act or acts of personal\n                      dishonesty  intended  to  result in  substantial  personal\n                      enrichment  at the expense of the Company or a Subsidiary;\n                      (ii)   repeated    violations    of   the    Participant's\n                      responsibilities   which  are\n\n                      demonstrably willful and  deliberate  and  which  are  not\n                      remedied  in a  reasonable   period of time after  receipt\n                      of written  notice  from the  Company or a Subsidiary;  or\n                      (iii)  conviction of a felony   involving moral turpitude.\n\n               (e) 'Change of Control' means any of the following:\n\n                      (i)    Stock  Acquisition.  The   acquisition,  by     any\n                             ------------------\n                             individual, entity  or group [within the meaning of\n                             Section  13(d)(3)  or 14(d)(2)  of  the  Securities\n                             Exchange  Act  of 1934, as  amended (the  'Exchange\n                             Act')]   (a 'Person')   of   beneficial   ownership\n                             (within  the  meaning  of  Rule  13d-3  promulgated\n                             under  the  Exchange  Act) of 20% or more of either\n                             (A) the then  outstanding  shares of  common  stock\n                             of  the  Company  (the 'Outstanding  Company Common\n                             Stock'),  or (B)   the  combined  voting  power  of\n                             the   then  outstanding   voting securities  of the\n                             Company  entitled  to   vote  generally    in   the\n                             election    of   directors    (the     'Outstanding\n                             Company   Voting Securities');  provided,  however,\n                             that  for  purposes  of  this   subsection (i), the\n                             following    acquisitions  shall   not   constitute\n                             a    Change  of    Control:  (A)   any  acquisition\n                             directly  from the Company;  (B)  any   acquisition\n                             by  the   Company;   (C)  any   acquisition  by any\n                             employee    benefit    plan   (or  related   trust)\n                             sponsored  or  maintained  by  the  Company or  any\n                             corporation controlled  by  the  Company;   or  (D)\n                             any  acquisition by any  corporation pursuant to  a\n                             transaction  which  complies  with clauses (A), (B)\n                             and  (C)   of  subsection  (iii) of   this  Section\n                             2(e); or\n\n                      (ii)   Board  Composition.  Individuals  who,  as  of  the\n                             ------------------\n                             date  hereof,  constitute   the  Board of Directors\n                             (the  'Incumbent  Board') cease  for  any reason to\n                             constitute  at  least a  majority  of   the   Board\n                             of Directors;    provided,   however,   that    any\n                             individual becoming  a director subsequent  to  the\n                             date   hereof  whose  election  or  nomination  for\n                             election   by   the  Company's   shareholders,  was\n                             approved  by  a  vote of at least a majority of the\n                             directors  then  comprising   the  Incumbent  Board\n                             shall be  considered  as  though   such  individual\n                             were   a  member  of   the   Incumbent  Board,  but\n                             excluding,  for  this purpose,  any such individual\n                             whose initial assumption  of  office  occurs  as  a\n                             result    of  an  actual  or   threatened  election\n                             contest  with     respect   to   the   election  or\n                             removal of directors or other actual or  threatened\n                             solicitation of proxies or consents by or on behalf\n                             of a Person  other than  the Board of Directors; or\n\n                      (iii)  Business  Combination.   Approval  by  the\n                             ---------------------\n                             shareholders  of  the  Company of a reorganization,\n                             merger, consolidation or sale or other  disposition\n                             of   all  or  substantially  all of   the assets of\n                             the Company or its principal Subsidiary that is not\n                             subject,   as  a   matter of  law  or contract,  to\n                             approval by  the  Surface  Transportation  Board or\n                             any   successor  agency  or  regulatory body having\n                             jurisdiction over such transactions (the  'Agency')\n                             (a 'Business  Combination'), in  each case, unless,\n                             following such Business Combination:\n\n                             (A)    all or substantially  all of the individuals\n                                    and   entities   who   were  the  beneficial\n                                    owners, respectively,  of   the  Outstanding\n                                    Company   Common   Stock   and   Outstanding\n                                    Company Voting  Securities\n\n                                       2\n\n\n                                    immediately   prior   to    such    Business\n                                    Combination  beneficially  own, directly  or\n                                    indirectly, more  than 50% of, respectively,\n                                    the then outstanding shares of common  stock\n                                    and the  combined  voting power of  the then\n                                    outstanding  voting  securities  entitled to\n                                    vote generally in the election of directors,\n                                    as  the  case  may be,  of  the  corporation\n                                    resulting  from  such   Business Combination\n                                    (including,     without    limitation,     a\n                                    corporation  which   as a   result  of  such\n                                    transaction  owns   the   Company   or   its\n                                    principal    Subsidiary    or    all      or\n                                    substantially  all  of   the  assets  of the\n                                    Company or its principal  Subsidiary  either\n                                    directly    or    through   one   or    more\n                                    subsidiaries) in  substantially   the   same\n                                    proportions as  their ownership, immediately\n                                    prior to  such  Business Combination  of the\n                                    Outstanding  Company   Common   Stock    and\n                                    Outstanding    Company   Voting  Securities,\n                                    as the case may be;\n\n                             (B)    no   Person  (excluding   any    corporation\n                                    resulting  from  such  Business  Combination\n                                    or any  employee  benefit  plan (or  related\n                                    trust) of  the Company or such   corporation\n                                    resulting  from such  Business  Combination)\n                                    beneficially  owns, directly or  indirectly,\n                                    20%  or   more of, respectively,   the  then\n                                    outstanding  shares  of  common stock of the\n                                    corporation  resulting  from  such  Business\n                                    Combination  or the  combined  voting  power\n                                    of  the  then outstanding  voting securities\n                                    of   such  corporation  except to the extent\n                                    that  such  ownership  existed  prior to the\n                                    Business Combination; and\n\n                             (C)    at least a  majority  of the  members of the\n                                    Board  of  Directors   resulting  from  such\n                                    Business  Combination  were  members  of the\n                                    Incumbent Board at the time of the execution\n                                    of the initial  agreement,  or of the action\n                                    of the  Board of  Directors,  providing  for\n                                    such Business Combination; or\n\n                      (iv)   Regulated  Business  Combination.  Approval  by the\n                             shareholders   of  the   Company   of  a   Business\n                             Combination that is subject,  as a matter of law or\n                             contract,  to approval by the Agency (a  'Regulated\n                             Business   Combination')   unless   such   Business\n                             Combination  complies with clauses (A), (B) and (C)\n                             of subsection (iii) of this Section 2(e); or\n\n                      (v)    Liquidation   or   Dissolution.   Approval  by  the\n                             shareholders   of  the   Company   of  a   complete\n                             liquidation  or  dissolution  of the Company or its\n                             principal Subsidiary.\n\n               (f)    'Commitment  Date'  means a date  fixed  by the  Committee\n                      which shall be the first day of the Commitment Period.\n\n               (g)    'Commitment Period' means a period of twenty (20) Business\n                      Days  beginning  with the  Commitment  Date during which a\n                      Participant  who has been  granted a  Purchase  Award must\n                      purchase all or part of the underlying Company Stock.\n\n                                       3\n\n               (h)    'Committee'  means the Committee of the Board appointed to\n                      administer the Plan as provided in Section 10.\n\n               (i)    'Company' means CSX Corporation.\n\n               (j)    'Company  Stock' means the common stock of the Company and\n                      rights, options or warrants for the purchase of securities\n                      of the  Company  which may be issued with shares of common\n                      stock  pursuant,  and  subject  to,  plans  or  agreements\n                      adopted or entered into from time to time by the Company.\n\n               (k)    'Disability'  means the  inability to perform the services\n                      for  which a  Participant  was  employed  as a result of a\n                      physical or mental impediment entitling the Participant to\n                      begin receiving benefits under the CSX Salary Continuation\n                      and Long-Term Disability Plan.\n\n               (l)    'Equity'  means,  as  of  any  date,  the  Exchange  Award\n                      Purchase  Price  of a share  of  Company  Stock  less  the\n                      applicable  portion  of the  unpaid  balance  and  accrued\n                      interest of a Purchase Loan to which such share of Company\n                      Stock is subject.\n\n               (m)    'Exchange Act' means the Securities  Exchange Act of 1934,\n                      as amended.\n\n               (n)    'Exchange  Award' means a Purchase Award granted  pursuant\n                      to  Section 4 to a  Participant  who  received  a Purchase\n                      Award under the 1991 Plan.\n\n               (o)    'Exchange  Award  Down  Payment'  means  a  dollar  amount\n                      computed by taking a  percentage,  to be determined by the\n                      Committee,  of the Exchange  Award  Purchase  Price of the\n                      Company's  common stock on the Commitment  Date multiplied\n                      by the number of shares in the Exchange  Award;  provided,\n                      however,  such  percentage  shall not be less than 10% nor\n                      more than 25%.\n\n               (p)    'Insider' means any person subject to Section 16(b) of the\n                      Exchange Act.\n\n               (q)    'Interest' means an amount calculated using the Applicable\n                      Federal  Rate,  as  determined  for  purposes  of  Section\n                      1274(d) of the IRC.\n\n               (r)    'Interest  Spread'  means,  at the time of  determination,\n                      Interest  accrued  on a Purchase  Loan  reduced by Applied\n                      Dividends.\n\n               (s)    'IRC' means the Internal Revenue Code of 1986, as amended.\n\n               (t)    'Market  Price'  means the average of the high and the low\n                      price of a share of  Company  Stock on the New York  Stock\n                      Exchange  (or the  average of the bid and asked  prices if\n                      there were no sales),  on any  Business Day as reported in\n                      The Wall Street Journal.\n\n               (u)    'Participant'  means  an  employee  of  the  Company  or a\n                      Subsidiary who is designated by the Committee, in its sole\n                      discretion,  as eligible  for and who  receives a Purchase\n                      Award.\n\n                                       4\n\n\n               (v)    'Purchase  Award'  means a right to  purchase a  specified\n                      number of shares  of  Company  Stock  with  Purchase  Loan\n                      rights.\n\n               (w)    'Purchase  Loan'   means   an  extension  of  credit  to a\n                      Participant  by  the  Company  evidenced by a non-recourse\n                      promissory  note for (i) in  the  case of  a  new Purchase\n                      Loan,  90% or  95% of  the  Purchase  Price of the Company\n                      Stock  awarded to the Participant  under the Plan, or (ii)\n                      in  the  case  of  a  Purchase  Loan  made  pursuant to an\n                      exchange of  Company  Stock   pursuant  to  Section 4, the\n                      Purchase  Price   of  the  Company   Stock  awarded to the\n                      Participant  under an Exchange  Award, less  his  Exchange\n                      Award Down Payment, and  in either case, bearing Interest,\n                      and secured  by a  pledge  of all of the shares of Company\n                      Stock purchased by the Participant.\n\n               (x)    'Purchase  Note' means a promissory  note  evidencing  the\n                      Purchase  Loan  for  the  balance  of the  Purchase  Price\n                      without  recourse  rights against the maker and with other\n                      terms  and   conditions   established   by  the  Committee\n                      consistent with the Plan.\n\n               (y)    'Purchase  Note  Repayment  Amount'  means the then unpaid\n                      balance of the Purchase Note, accrued and unpaid interest,\n                      applicable federal and state payroll and withholding taxes\n                      on income recognized on the transaction, and any brokerage\n                      fees,  collection  fees  and  costs  associated  with  the\n                      Purchase Loan.\n\n               (z)    'Purchase Price' or 'Exchange Award Purchase Price' means,\n                      with respect to a share of Company  Stock,  the average of\n                      the  Market  Price for the five (5)  consecutive  Business\n                      Days immediately preceding the Commitment Date.\n\n               (aa)   'Retirement'  means the  termination  of  employment  (for\n                      reasons  other than Cause) (i) at or after age 65, or (ii)\n                      after  age 55 with at least 10 years of  service  with the\n                      Company and\/or a Subsidiary.\n\n               (ab)   'Subsidiary'  means a  corporation  more  than  50% of the\n                      voting shares of which are owned directly or indirectly by\n                      the Company.\n\n\n3.      Company Stock\n\n        There  shall be an  aggregate  of  9,000,000  shares  of  Company  Stock\nreserved  for  issuance  under  the  Plan,  subject  to  Section  9 of the  Plan\n(concerning  changes in the capital structure of the Company).  Shares that have\nbeen awarded under the Plan but not issued,  or shares that have been issued but\nare returned to the Company in  conformity  with the Plan  (including  shares of\nCompany Stock  retained,  canceled or  repurchased by the Company in conjunction\nwith the payment of a Purchase Loan or withholding  taxes), may again be awarded\nunder the Plan.\n\n\n4.      Exchange of Shares\n\n        To  encourage,  extend  and expand the  continued  ownership  of Company\nStock,  Participants in the 1991 Plan whose Purchase Loans mature July 31, 1996,\nwithout regard to the one-year extension provided for under Section 6(b), may be\ngiven a  one-time  irrevocable  election  to  exchange  all,  or a portion to be\ndetermined by the Committee,  of any shares purchased under the 1991 Plan for an\nenhanced Purchase Award under the Plan (an 'Exchange Award'). To the extent such\nshares are exchanged  they shall\n\n                                       5\n\nconstitute the 'Exchanged  Shares.' Exchange Awards shall be issued for not more\nthan the number of shares of common stock  determined  by dividing the excess of\nthe Exchange Award  Purchase  Price,  as of the Commitment  Date of the Exchange\nAward,  of the number of shares  relating to a Purchase Loan issued  pursuant to\nthe 1991 Plan over the outstanding  amount due on the Purchase Loan on such date\nby 25% of the Exchange  Award  Purchase  Price of the Company's  common stock on\nsuch date. In the case of a Participant  who  exercises an Exchange  Award,  his\n1991 Purchase Notes shall be canceled.\n\n\n5.      Stock Purchase Awards\n\n        On or as soon as  practicable  after a Commitment  Date,  the  Committee\nshall give notice to each Participant (or to the class of Participants) eligible\nfor an award  stating (i) the number of shares of Company  Stock covered by each\nsuch Purchase Award or a formula for determining the number of shares of Company\nStock covered by each such Purchase Award,  and (ii) the price,  other terms and\nconditions,  if any,  pertaining to each such  Purchase  Award and Purchase Loan\nthat must be satisfied by a Participant in order to exercise the Purchase Award.\n\n        A Participant  shall  exercise a Purchase Award and Purchase Loan rights\nby delivering to the Company during the  Commitment  Period (i) a notice stating\nthe amount of his down payment  (which shall be 5% or 10% of the Purchase  Price\nor his  Exchange  Award Down  Payment in the case of an Exchange  Award) and his\nintention to deliver a Purchase Note for the balance of the Purchase Price,  and\n(ii) where applicable,  the down payment (which shall be deemed paid in the case\nof an Exchange Award) and a Purchase Note.\n\n        The grant of a Purchase  Award and Purchase Loan to a Participant  shall\nnot obligate the Company or a Subsidiary  of the Company to pay the  Participant\nany  particular  amount  of  remuneration,  to  continue  the  employment  of  a\nParticipant  after the grant or to make further  grants to a Participant  at any\ntime thereafter.\n\n\n6.      Purchase Loans\n\n        The Company shall,  subject to paragraph (a) below, upon the Committee's\nrecommendation,  extend a Purchase  Loan to a  Participant  upon  exercise  of a\nPurchase Award subject to the following terms and conditions:\n\n        (a)    The original  principal  amount  of a  new Purchase Loan shall be\n               the  difference  between    the    Participant's   down   payment\n               (which shall be 5% or 10% of the Purchase Price) and the Purchase\n               Price. In the case of an Exchange Award,  the Purchase Loan shall\n               be   the   difference  between  the Participant's  Exchange Award\n               Down  Payment and the Exchange  Award  Purchase  Price.  The down\n               payment for  a  new   Purchase  Loan  shall  be  in cash,  or, if\n               authorized by the Committee (i) by  delivery of shares of Company\n               Stock having a Market Price equal to the required down payment on\n               date  of  transfer   to  the Company,  or (ii) by delivery to the\n               Company of a  promissory  note  with terms and  conditions  fixed\n               by the Committee and with full recourse rights against the maker.\n               The Exchange Award Down Payment shall be deemed to have been paid\n               by  the   Equity in a Participant's Exchanged Shares subject to a\n               Purchase Loan under the 1991 Plan.\n\n        (b)    The  Purchase  Loan shall  be  due and payable as provided in the\n               provisions of  the  Purchase  Note  executed by the  Participant.\n               The   term of the  Purchase    Note shall  not  exceed  a  period\n\n                                       6\n\n               of  five  (5)  years;  provided,   however,  the Participant,  in\n               his  discretion, may   extend the Purchase Note for one (1) year;\n               provided,    further,   that    the   Committee,   may,  in   its\n               discretion,  extend a  Purchase Note for up to two (2) years,  in\n               which event the Purchase   Note may be prepaid at the election of\n               the   Participant  at any   time   within such  extension  period\n               subject  to  the  same  rules  and  conditions  as if it had been\n               paid  at  maturity.  In no  event  may the  Purchase  Note  term,\n               including  extensions, exceed seven (7) years.\n\n        (c)    Purchase Notes shall be in the form approved by the Committee and\n               shall contain such terms and conditions,  not  inconsistent  with\n               the  Plan,  as  the  Committee   shall   determine  in  its  sole\n               discretion; provided, that each Purchase Note shall be subject to\n               the terms of the Plan.\n\n        (d)    A  Participant  shall  effect a pledge of all  shares of  Company\n               Stock  acquired  by the  Participant  upon  the  exercise  of the\n               Purchase  Award by delivering to the Company (i) the  certificate\n               or  certificates  for  the  acquired  shares  of  Company  Stock,\n               accompanied by a duly executed  stock power in blank,  and (ii) a\n               properly  executed stock pledge agreement in the form approved by\n               the Committee.\n\n        (e)    Dividends  paid on  shares of Company  Stock  pledged as security\n               for a Purchase Loan  shall be first treated as Applied  Dividends\n               and then  applied to repay the  Purchase Note. At the  discretion\n               of  the  Committee,  the  Company   shall also  pay (i)  dividend\n               equivalents  on the  number of shares  purchased   pursuant  to a\n               Purchase  Note  equal to the  number of shares  representing  the\n               Participant's   Equity in the  Exchanged  Shares,  and (ii)  only\n               after  all   interest and  Purchase Price reductions are realized\n               under Section 6(g), dividend  equivalents on the number of shares\n               purchased   pursuant to a Purchase  Note  in excess of the number\n               of shares in (i), above, if any.\n\n        (f)    Within   ten (10)  Business  Days  after the  maturity  date of a\n               Purchase  Loan, or  on   the date or dates, if  installments  are\n               elected   pursuant to  Section 7(c), as of  which  a  Participant\n               elects to prepay a Purchase  Loan and Purchase Note in accordance\n               with Section 7, the  Participant shall repay in full the Purchase\n               Note Repayment   Amount or the portion  related to an installment\n               under Section 7(c).  Payment may be made by (1) a  personal check\n               or money order  payable to CSX  Corporation;  (2) a tender by the\n               employee  (in  accordance  with  procedures   established  by the\n               Company) of shares of  the  Company's  common   stock    having a\n               Fair   Market Value on the  date of tender  equaling the Purchase\n               Note   Repayment Amount or such   installment portion;  (3)   the\n               delivery   of  irrevocable   instructions to a broker to promptly\n               deliver  to the  Company  either  sale  proceeds  of shares  sold\n               to pay the  Purchase  Note  Repayment  Amount or such installment\n               portion or the amount loaned by the broker to pay such amount; or\n               (4)   any   combination  of  (1),  (2)  and  (3).  If,   pursuant\n               to   procedures established by  the   Company for compliance with\n               applicable  securities laws, the Company  believes  that the sale\n               of   Company   Stock on  the open market to repay a Purchase Note\n               would  violate any  provision of  applicable  securities  laws or\n               cause a  Participant  to   incur a liability  under Section 16(b)\n               of the  Exchange Act, the  maturity  date  may be extended by the\n               Committee  until the first   day the  purchase by the sale of the\n               pledged  shares on  the open market can be made without violating\n               such   securities laws  or the  Participant  incurring  liability\n               under   Section  16(b).  If,  pursuant to procedures  established\n               by the Company for  compliance  with  applicable  tax  laws,  the\n               Company   believes  that  the repayment of a Purchase Note or the\n               sale of  pledged  shares of Company Stock on the open  market  to\n               repay  a  Purchase  Note   would   cause   any    portion   of  a\n               Participant's   compensation  under the Plan to be  nondeductible\n               under   Section 162(m)  of   the IRC,  the  maturity  date may be\n               extended by\n\n                                       7\n\n               the    Committee   until   the    first   day   the  repayment of\n               a Purchase Note or the sale of pledged  shares of  Company  Stock\n               on   the open  market  to  repay a  Purchase  Note can    be made\n               without such  compensation  being  non-deductible  under  Section\n               162(m) of the IRC, but  in  no event shall such  extension of the\n               maturity date be for a period greater than one (1) year.\n\n        (g)    In the  absence  of any  contrary  contractual  agreement  with a\n               Participant, the Purchase Price of one half of the pledged shares\n               of  Company  Stock  shall be  adjusted  as follows if at any time\n               after the first  anniversary  date of a Purchase  Note the Market\n               Price of Company  Stock equals or exceeds the  Purchase  Price of\n               the Participant's Company Stock by the amount specified below for\n<font size=\"2\">               a period of ten (10) consecutive Business Days:\n\n                   Stock Price                         Purchase Price Reductions\n\n               Purchase Price + 20%                               10%\n               Purchase Price + 30%                               20%\n               Purchase Price + 40%                               30%\n               Purchase Price + 50%                               40%\n               Purchase Price + 60%                               50%\n               Purchase Price + 70%                               60%\n               Purchase Price + 80%                               70%\n               Purchase Price + 90%                               80%\n               Purchase Price + 100%                             100%\n\n<\/font>               The  principal  amount  of  a  Participant's  Purchase  Loan  and\n               Purchase Note, plus accrued and unpaid  Interest,  as well as any\n               accrued and unpaid  Interest on a down payment loan referenced in\n               Section  6(a) shall be  adjusted  pursuant  to Section 2.5 of the\n               Stock  Purchase  Pledge  and Loan  Agreement.  The amount of such\n               adjustment to the principal  amount of a  Participant's  Purchase\n               Loan and  Purchase  Note shall  equal the amount of the  Purchase\n               Price  adjustment  provided above. The provisions of this Section\n               and any  applicable  adjustments  to Interest and a Purchase Note\n               shall be applied  at the time of  repayment  of a Purchase  Note.\n               Decreases in the Market Price of Company Stock  subsequent to the\n               completion  of  a  measuring  period  shall  be  disregarded  for\n               purposes of the adjustments authorized by this Section.\n\n        (h)    In the event of a change in capital  structure  involving  any of\n               the pledged  shares of Company  Stock,  as provided in Section 9,\n               such newly  acquired  shares  shall be pledged to the  Company as\n               substitute or additional security.\n\n        (i)    Notwithstanding  anything in this Section 6 to the contrary,  the\n               Company  shall  not be  required  to  make a  Purchase  Loan to a\n               Participant  if  making  such  Purchase  Loan  will (i) cause the\n               Company to violate any covenant or other similar provision in any\n               indenture,  loan agreement,  or other agreement,  or (ii) violate\n               any applicable federal, state or local law.\n\n        (j)    Upon  issuance  by the  Company  of   Company  Stock    purchased\n               pursuant to a Purchase Award, the affected  Participant  shall be\n               deemed a shareholder  of the Company and (subject to the terms of\n               the Plan,  the  Purchase  Loan,  the  Purchase  Note and  related\n               documents)  shall be entitled to dividend and voting  rights with\n               respect to the Company Stock purchased.\n\n                                       8\n\n7.      Termination of   Employment; Change of   Control; Prepayment of Purchase\n        Loan\n\n        If  before  a  Purchase  Note  is  repaid  a  Participant's   employment\nterminates  for  any  reason,  or he  is  no  longer  employed  by a  continuing\nSubsidiary,  or a Change of Control occurs, the following provisions shall apply\nnotwithstanding any terms in the Purchase Note to the contrary:\n\n        (a)    Death   or  Disability.  If  a  Participant's     termination  of\n               ----------------------\n               employment  results  from  death or  Disability,  the    affected\n               Participant  (or   the    Participant's   estate    or   personal\n               representative) may either (i) continue to hold the Purchase Note\n               and  participate  in  the Plan for three  years (or,  if earlier,\n               until  the  maturity  date  of the  Purchase  Loan,  as  extended\n               by  either the Participant or the Committee,  pursuant to Section\n               6(b)), or (ii) within ninety (90) days  of  said  termination  of\n               employment (A) elect to prepay the Purchase Note, or (B) elect to\n               rescind the Exchange Award or the Purchase Award, as the case may\n               be. If the  Participant  elects  to   prepay  the  Purchase  Note\n               under (ii)(A), the  Purchase Note shall become due and payable on\n               the prepayment date elected by the  Participant.  If an  election\n               to  prepay the  Purchase  Note is  effective  prior to  the first\n               anniversary  of  the  execution  of  the  Purchase Note,  Section\n               6(g) shall  not apply;  if  it is effective on or after the first\n               anniversary  of its execution,  Section 6(g) shall apply.  If the\n               Participant elects to  rescind the Exchange Award or the Purchase\n               Award under (ii)(B), the shares of Company Stock  acquired by the\n               Participant  upon the exercise of the Exchange  Award or Purchase\n               Award  shall be  transferred  to the   Company, the Purchase Note\n               shall be canceled,  the Participant  shall have no further rights\n               under  the   Plan,  and   the  Company    shall  have no  further\n               obligations to the Participant,  except  that the  Company  shall\n               pay to or with  respect to the  Participant, in consideration for\n               the  cancellation of the Participant's rights under the  Exchange\n               Award or   Purchase  Award,  an  amount   equal to  his  Exchange\n               Award  Down   Payment,  as adjusted  under Section 7(h),  or,  if\n               applicable, the  Purchase  Award down payment paid to the Company\n               pursuant to Section 6(a).\n\n        (b)    Involuntary  Termination With Consent of Company.      If       a\n               ------------------------------------------------\n               Participant's employer  terminates  his  employment  for  reasons\n               other  than  Cause,  the affected Participant  may, within ninety\n               (90) days of  said termination of employment (i)  elect to prepay\n               the Purchase  Note, or (ii) elect  to  rescind the Exchange Award\n               or   the  Purchase    Award,  as   the  case  may   be.  If   the\n               Participant   elects to  prepay  the Purchase Note under (i), the\n               Purchase Note shall become due and payable on the prepayment date\n               elected by the Participant.  If the Participant elects to rescind\n               the   Exchange  Award  or  the   Purchase  Award under (ii),  the\n               shares of  Company  Stock  acquired by the  Participant  upon the\n               exercise of  the   Exchange   Award or   Purchase  Award shall be\n               transferred   to the  Company,  the  Purchase    Note   shall  be\n               canceled, the Participant shall have no further rights  under the\n               Plan, and the Company shall  have no further  obligations  to the\n               Participant,  except    that the  Company   shall  pay to or with\n               respect  to    the   Participant,  in   consideration  for    the\n               cancellation   of the   Participant's  rights under the  Exchange\n               Award or   Purchase   Award,  an   amount   equal to his Exchange\n               Award   Down Payment,  as   adjusted  under Section 7(h),  or, if\n               applicable,  the Purchase  Award down payment paid to the Company\n               pursuant to Section  6(a). If the  Participant's  termination of\n               employment is prior to the first anniversary of the execution of\n               the   Purchase Note,  Section 6(g)   shall  not  apply;  if it is\n               on  or   after  the first  anniversary  of the  execution  of the\n               Purchase  Note, Section 6(g) shall apply.\n\n        (c)    Retirement.  If   a  Participant's    termination  of  employment\n               ----------\n               results from  his   Retirement,  the  affected   Participant  may\n               either  (i)  continue  to hold the Purchase Note and  participate\n               in  the   Plan for   three (3) years (or,   if earlier, until the\n               maturity  date   of the  Purchase  Loan,  as\n\n                                       9\n\n               extended by either the Participant, or the Committee, pursuant to\n               Section  6(b)), (ii) prepay the Purchase  Note within ninety (90)\n               days  of  said  termination  of  employment, or (iii)   repay the\n               Purchase  Note in  no  more than three (3) installments, due over\n               the  remaining  term of the  Purchase Note, including extensions.\n               If an election to  prepay the  Purchase  Note under (ii) or (iii)\n               above   is  effective  prior to the   first    anniversary of the\n               execution of the Purchase Note,  Section 6(g) shall not apply; if\n               it  is   effective on or after   the  first  anniversary   of its\n               execution, Section 6(g) shall apply.\n\n        (d)    Voluntary   Termination    with Consent of Company or Involuntary\n               -----------------------------------------------------------------\n               Termination.  If the  Participant's  termination of employment is\n               -----------\n               voluntary and    with the   consent of  the  Company,  or, if his\n               employer   terminates  his   employment  for  reasons other  than\n               Cause and the   Company   does not  consent to  the Participant's\n               termination  being  treated  under  Section  7(b),  the  maturity\n               date  of the Purchase Note shall be accelerated  without  further\n               action of the Committee or the  Company and shall be  required to\n               be   prepaid  within   ninety (90)  days of  said  termination of\n               employment.  If a    Participant's   termination of employment is\n               prior   to the  first  anniversary  of  the  execution  of    the\n               Purchase  Note,  Section  6(g) shall   not apply;  if it is on or\n               after   the  first anniversary   of the execution of the Purchase\n               Note, Section 6(g) shall apply.\n\n        (e)    Termination for Cause or Voluntary  Termination  Without Consent\n               ----------------------------------------------------------------\n               of Company. If the  Participant's  termination  of  employment is\n               ----------\n               involuntary for   Cause or a  voluntary  termination  without the\n               consent of  the Company,  Section 6(g)   shall not  apply and the\n               Participant   agrees to  rescind  the  Exchange  Award  or    the\n               Purchase  Award,  as the  case may be. In such case the shares of\n               Company  Stock acquired  by the  Participant  upon  the  exercise\n               of the Exchange Award  or Purchase  Award shall be transferred to\n               the Company, the Purchase Note shall be canceled, the Participant\n               shall  have no further  rights under   the Plan, and  the Company\n               shall have no further obligations to the Participant, except that\n               the Company shall pay to or  with respect to the Participant,  in\n               consideration for the  cancellation  of the Participant's  rights\n               under the Exchange Award or Purchase  Award,  an amount  equal to\n               the excess (if any) of the lesser of: (i) the Market Price on the\n               date of  termination  of  employment;  or (ii) an amount equal to\n               his Exchange Award Down Payment, as adjusted by Section 7(h), or,\n               if   applicable,  the   Purchase  Award down  payment paid to the\n               Company    pursuant to   Section 6(a);   less the  Purchase  Note\n               Repayment Amount.\n\n        (f)    Divisive Transaction.  If the Participant's employer ceases to be\n               --------------------\n               a Subsidiary or  if there is a sale of  substantially  all of the\n               assets of the  Subsidiary, the affected  Participant may,  within\n               ninety (90) days of the closing of such divisive  transaction (i)\n               elect to  prepay the Purchase  Note, or (ii) elect to rescind the\n               Exchange  Award or the  Purchase   Award,  as the case may be. If\n               the   Participant  elects to prepay the Purchase  Note under (i),\n               the Purchase  Note shall    become   due  and   payable  on   the\n               prepayment   date     elected   by  the   Participant.   If   the\n               Participant  elects to rescind the Exchange Award or the Purchase\n               Award  under  (ii),  the  shares of  Company  Stock  acquired  by\n               the    Participant  upon the   exercise of  the Exchange Award or\n               Purchase   Award shall be   transferred  to  the    Company,  the\n               Purchase  Note  shall  be  canceled,  the Participant  shall have\n               no further rights   under the Plan, and the Company shall have no\n               further  obligations to the Participant,  except that the Company\n               shall   pay  to  or   with  respect   to  the   Participant,   in\n               consideration  for  the cancellation of the  Participant's rights\n               under the  Exchange Award or  Purchase Award,  an amount equal to\n               his Exchange  Award Down Payment, as adjusted under Section 7(h),\n               or, if  applicable,  the  Purchase Award down payment paid to the\n               Company   pursuant   to  Section   6(a).    Section   6(g)  shall\n               apply  to  all Participants  affected by a divisive  transaction.\n               The  foregoing  shall apply whether or not\n\n                                       10\n\n               the participant continues  in the  employ of  the  Subsidiary but\n               shall not apply should the Participant continue in the  employ of\n               the   Company  or  another   Subsidiary not  part of the divisive\n               transaction.\n\n        (g)    Change of Control.  If a Change of Control  occurs, Sections 7(a)\n               -----------------\n               through (f)  shall  no longer  be  applicable,  the  Interest and\n               Purchase  Price  Reductions under  Section  6(g) shall be applied\n               as if the Stock  Price had increased  by 100% and the Participant\n               may either (i) continue to hold the Purchase Note and participate\n               in  the Plan  until  the  maturity  date  of the  Purchase  Note,\n               including  any  extensions,  or (ii) within  ninety (90) days of\n               said  Change of Control and, if  applicable,  within  ninety (90)\n               days of a   final   Agency    action  in   a  Regulated  Business\n               Combination  under   Section  2(e) (iv),  (A) elect to prepay the\n               Purchase  Note,  or (B) elect to  rescind the  Exchange  Award or\n               the  Purchase  Award,  as  the  case may be. If  the  Participant\n               elects  to   prepay the Purchase Note under (ii)(A), the Purchase\n               Note shall  become due and payable on the prepayment date elected\n               by   the  Participant,  and  the provisions of Section 6(g) shall\n               apply.  If the  Participant  elects to rescind the Exchange Award\n               or the Purchase Award under  (ii)(B), the shares of Company Stock\n               acquired by  the  Participant  upon  the exercise of the Exchange\n               Award or  Purchase  Award shall be transferred  to  the  Company,\n               the  Purchase  Note  shall  be  canceled,  the Participant  shall\n               have no further rights under the Plan, and the Company shall have\n               no  further  obligations to the   Participant,  except  that  the\n               Company   shall pay  to  or  with  respect  to  the  Participant,\n               in   consideration  for  the  cancellation  of the  Participant's\n               rights   under   the Exchange  Award or Purchase Award, an amount\n               equal to his Exchange  Award   Down Payment,  as  adjusted  under\n               Section 7(h),  or, if  applicable,  the  Purchase   Award    down\n               payment paid to the Company pursuant to Section 6(a).\n\n        (h)    Adjustment of Exchange  Award Down Payment.  Solely  for purposes\n               ------------------------------------------\n               of determining the amount available to a  Participant  under this\n               Section 7, a  Participant's Exchange Award Down Payment  shall be\n               adjusted as follows:  the dollar  amount  of  the Exchange  Award\n               Down Payment  computed  as of the date of the Exchange of  Shares\n               pursuant to Section 4 shall be divided by the Market Price on the\n               date of  such  Exchange of   Shares,  to  arrive  at a  number of\n               equivalent  shares.  On   the Purchase   Loan  maturity   date or\n               prepayment  date  applicable  under this Section  7,  the  number\n               of   equivalent  shares  determined  in  the  preceding  sentence\n               will be  multiplied by the Market Price on such date to arrive at\n               the Participant's Exchange Award Down Payment as adjusted.\n\n        (i) Certain Terms of Purchase Awards or Exchange Awards. Notwithstanding\nany provision of this Plan to the contrary,  in the discretion of the Committee,\na Purchase  Award  and\/or  Exchange  Award may  provide,  to the  extent  deemed\nappropriate by the Committee to eliminate or reduce the  applicability or impact\nof Sections  280G and\/or 4999 of the IRC,  for: (i) the  cancellation  of shares\nand\/or a  reduction  or  increase  in the  amount  of a  Purchase  Note,  (ii) a\nlimitation  of the  reduction  of the  Purchase  Price  pursuant to Section 7(g)\nabove,  (iii) the elimination of any acceleration of a Purchase Note or right to\nprepay such Note,  or (iv) a reduction or  limitation of any other benefit under\nthis Plan or otherwise to a Participant.\n\n\n8.      Non-transferability of Purchase Awards\n\n        Except as provided in Section 7(a),  neither right of Participation  nor\nPurchase Awards are assignable or transferable.\n\n                                       11\n\n9.      Change in Capital Structure\n\n        If the number of  outstanding  shares of Company  Stock is  increased or\ndecreased as a result of a subdivision or consolidation  of shares,  the payment\nof a stock dividend, stock split, or any other change in capitalization effected\nwithout receipt of consideration by the Company (including,  but not limited to,\nthe creation or issuance to the  shareholders  generally  of rights,  options or\nwarrants for the purchase of common or preferred stock of the Company),  or if a\nspin-off  transaction  occurs,  then the  number  and kind of shares of stock or\nsecurities  of the  Company  to be subject to the Plan,  the  maximum  number of\nshares or securities  which may be delivered  under the Plan, and other relevant\nprovisions shall be appropriately adjusted by the Committee, whose determination\nshall be binding and conclusive on all persons.\n\n        If there is a Change of Control,  the  Committee  may take such actions,\nnot inconsistent with the Plan, with respect to outstanding unexercised Purchase\nAwards as the Committee deems appropriate.\n\n        Notwithstanding  anything in the Plan to the contrary, the Committee may\ntake the  foregoing  actions  without  the consent of any  Participant,  and the\nCommittee's determination shall be conclusive and binding on all persons for all\npurposes.\n\n\n10.     Administration of the Plan\n\n        The Plan shall be administered by the Committee,  consisting of not less\nthan three Directors of the Company appointed by the Board. Subject to paragraph\n(d) below,  the Committee  shall be the  Compensation  Committee of the Board or\nsuch  subcommittee  appointed by the  Compensation  Committee  consisting of not\nfewer than two non-employee directors.  The Committee shall at all times consist\nof outside  directors  within the  meaning  of  Section  162(m) of the IRC.  The\nCommittee  shall have general  authority to impose any  limitation  or condition\nupon a Purchase Award the Committee deems  appropriate to achieve the objectives\nof the Purchase Award and the Plan, and in addition,  and without limitation and\nin addition to powers set forth elsewhere in the Plan,  shall have the following\nspecific authority:\n\n        (a)    The  Committee  shall have the power and complete  discretion  to\n               determine  (i)   which  employees of the Company or a  Subsidiary\n               shall  be  Participants,  (ii) which  Participants  shall receive\n               a Purchase  Award with Purchase Loan rights, (iii) the  number of\n               shares of Company  Stock to be  covered  by each  Purchase Award,\n               (iv) the  Market  Price of Company  Stock,  (v) the time or times\n               when a Purchase Award shall be granted, (vi) whether a Disability\n               exists,  (vii) the manner in which  payment will be made upon the\n               exercise of  a Purchase  Award, (viii)  the   number of shares of\n               Company  Stock  required  to be pledged at  any given  time,  and\n               to   make  appropriate   adjustments  and  (ix)  any   additional\n               requirements relating to Purchase Awards that the Committee deems\n               appropriate.\n\n        (b)    The  Committee may adopt rules and  regulations  for carrying out\n               the Plan and for the sale or other  disposition  of Company Stock\n               acquired   pursuant   to  the  Plan.   The   interpretation   and\n               construction  of any provision of the Plan by the Committee shall\n               be final and conclusive.  The Committee may consult with counsel,\n               who may be  counsel  to the  Company,  and  shall  not  incur any\n               liability for any action taken in good faith in reliance upon the\n               advice of counsel.\n\n        (c)    A majority of the members of the  Committee  shall  constitute  a\n               quorum,  and all  actions  of the  Committee  shall be taken by a\n               majority  of the  members  present.  Any action may be\n\n                                       12\n\n               taken by a written  instrument signed by all of the members, and\n               any action so taken  shall be fully  effective  as if it had been\n               taken at a  meeting.\n\n        (d)    The   Board  may from time to time appoint or remove  members and\n               fill  vacancies, however  caused,  in the  Committee.  Insofar as\n               it is necessary to satisfy the requirements  of Section  16(b) of\n               the  Exchange   Act and  Rule 16b-3  thereunder, no member of the\n               Committee  shall   be  eligible to  participate in the Plan or in\n               any   other  plan of the  Company or a Subsidiary  that  entitles\n               participants  to   acquire    stock,   stock    options  or stock\n               appreciation  rights   of  the  Company  or a Subsidiary,  and no\n               person  shall   become a  member of  the  Committee  if,   within\n               the  preceding  one-year  period,  the  person  shall  have  been\n               eligible  to participate in such a plan.\n\n        (e)    Down  payment  loans  under the 1991 Plan shall be  extended on a\n               full recourse  basis for up to seven (7) years in the case of any\n               Participant  who receives and exercises an Exchange Award. To the\n               extent that a Purchase Note is extended,  accelerated  or prepaid\n               under the  terms of the Plan,  said  extension,  acceleration  or\n               prepayment shall also apply to the down payment loan.\n\n\n11.     Effective Date of the Plan\n\n        The 1991 Plan became  effective as of December 12, 1990.  This amendment\nand restatement of the 1991 Plan shall be effective as of February 14, 1996, and\nshall be submitted to the  shareholders  of the Company for approval.  Until (i)\nthe Plan has been approved by the Company's shareholders, (ii) the Company Stock\nissuable  under the Plan has been  registered  with the  Securities and Exchange\nCommission,  (iii) the  Company  Stock is  accepted  for listing on the New York\nStock Exchange,  and (iv) the  requirements of any applicable  state  securities\nlaws have been  met,  no  Purchase  Award  shall be  granted  or  Purchase  Loan\nauthorized by the Committee.\n\n\n12.     Termination, Modification\n\n        If not  sooner  amended  or  terminated  by the  Board,  this Plan shall\nterminate  at the close of business on February  13,  2006.  No Purchase  Awards\nshall be made under this Plan after  termination.  The Board may  terminate  the\nPlan or may  amend  the  Plan in  such  respects  as it  shall  deem  advisable;\nprovided,  however,  that, if necessary to satisfy the  requirements  of Section\n16(b) of the Exchange Act, the New York Stock Exchange or applicable  state law,\nthe  shareholders  of the  Company  must  approve any  amendment  that would (i)\nmaterially  increase the benefits accruing to Participants  under the Plan, (ii)\nmaterially  increase  the number of shares of  Company  Stock that may be issued\nunder the Plan, or (iii) materially modify the Plan's eligibility  requirements.\nA  termination  or amendment  of the Plan shall not,  without the consent of the\naffected  Participant,  adversely impact a Participant's rights under a Purchase\nAward previously granted to him.\n\n\n13.     Notice\n\n        All notices and other  communications  required or permitted to be given\nunder this Plan shall be in writing  and shall be deemed to have been duly given\nif delivered  personally or mailed first class, postage prepaid, as follows: (i)\nif to the  Company--at  its principal  business  address to the attention of the\n\n                                       13\n\nSecretary;  (ii) if to any  Participant--at  the last address of the Participant\nknown to the sender at the time the notice or other communication is sent.\n\n\n14.     Governing Law\n\n        The terms of this Plan shall be governed by the laws of the Commonwealth\nof Virginia.\n\n                                       14\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":[9539,9545],"class_list":["post-40638","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__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40638","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=40638"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40638"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40638"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40638"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}