{"id":40639,"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-corp2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-and-loan-plan-csx-corp2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-purchase-and-loan-plan-csx-corp2.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 December 10, 1997\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  demonstrably   willful  and\n                      deliberate  and which  are not  remedied  in a  reasonable\n                      period of time after  receipt of written  notice  from the\n                      Company or a Subsidiary;  or (iii)  conviction of a felony\n                      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 \n                              of 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 (within\n                              the meaning of  Rule 13d-3  promulgated  under the\n                              Exchange  Act) of  20% or more of  either  (A) the\n                              then  outstanding  shares of  common  stock of the\n                              Company (the 'Outstanding Company Common  Stock'),\n                              or  (B) the  combined  voting  power of  the  then\n                              outstanding  voting   securities  of  the  Company\n                              entitled to  vote  generally in  the  election  of\n                              directors  (the  'Outstanding    Company    Voting\n                              Securities'); provided, however, that for purposes\n                              of this subsection (i), the following acquisitions\n                              shall not constitute a Change of Control:  (A) any\n                              acquisition  directly  from the  Company;  (B) any\n                              acquisition by the Company; (C) any acquisition by\n                              any  employee  benefit  plan  (or  related  trust)\n                              sponsored or  maintained  by  the  Company or  any\n                              corporation controlled by the  Company; or (D) any\n                              acquisition  by  any  corporation  pursuant  to  a\n                              transaction  which  complies with clauses (A), (B)\n                              and (C) of  subsection (iii) of this Section 2(e);\n                              or \n\n                     (ii)     Board Composition. Individuals who, as of the date\n                              -----------------\n                              hereof,  constitute  the  Board of  Directors (the\n                              'Incumbent   Board')  cease  for  any   reason  to\n                              constitute  at  least a  majority  of the Board of\n                              Directors;  provided, however, that any individual\n                              becoming a director subsequent to the  date hereof\n                              whose election or nomination for election  by  the\n                              Company's shareholders, was  approved by a vote of\n                              at  least  a   majority  of  the  directors   then\n                              comprising the Incumbent Board shall be considered\n                              as though such  individual  were a  member of  the\n                              Incumbent Board, but excluding,  for this purpose,\n                              any such individual  whose  initial assumption  of\n                              office  occurs  as  a  result  of  an   actual  or\n                              threatened  election  contest  with respect to the\n                              election  or removal of  directors or other actual\n                              or threatened solicitation of proxies  or consents\n                              by or on behalf of a Person  other than the  Board\n                              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\n                              disposition of  all or  substantially  all of  the\n                              assets of the Company or its principal  Subsidiary\n                              that is  not  subject,  as  a  matter  of  law  or\n                              contract,   to   approval    by    the     Surface\n                              Transportation  Board or  any successor  agency or\n                              regulatory  body  having  jurisdiction  over  such\n                              transactions    (the   'Agency')    (a   'Business\n                              Combination'),  in each case,  unless,   following\n                              such Business Combination:\n\n                             (A)    all or substantially  all of the individuals\n                                    and entities who were the beneficial owners,\n                                    respectively,  of  the  Outstanding  Company\n                                    Common Stock and Outstanding Company  Voting\n                                    Securities   immediately   prior   to   such\n                                    Business   Combination   beneficially   own,\n                                    directly or  indirectly, more  than  50% of,\n                                    respectively,  the  then  outstanding shares\n                                    of common  stock  and  the  combined  voting\n                                    power  of   the  then   outstanding   voting\n                                    securities entitled to vote generally in the\n                                    election of  directors,  as the case may be,\n                                    of  the  corporation   resulting  from  such\n                                    Business Combination   (including,   without\n                                    limitation, a corporation  which as a result\n                                    of such transaction owns the  Company or its\n                                    principal Subsidiary or all or substantially\n                                    all of  the  assets  of the  Company  or its\n                                    principal  Subsidiary  either   directly  or\n                                    through   one  or   more   subsidiaries)  in\n                                    substantially  the same proportions as their\n                                    ownership,   immediately   prior   to   such\n                                    Business  Combination  of  the   Outstanding\n                                    Company Common Stock and Outstanding Company\n                                    Voting  Securities,  as  the  case  may  be;\n\n                             (B)    no Person   (excluding    any    corporation\n                                    resulting from such Business Combination  or\n                                    any employee benefit plan (or related trust)\n                                    of the Company or such corporation resulting\n                                    from such Business Combination) beneficially\n                                    owns,  directly or  indirectly,  20% or more\n                                    of,   respectively,  the  then   outstanding\n                                    shares  of  common stock of the  corporation\n                                    resulting  from  such  Business  Combination\n                                    or the combined  voting  power  of the  then\n                                    outstanding   voting   securities   of  such\n                                    corporation  except to the extent  that such\n                                    ownership  existed   prior  to the  Business\n                                    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                             --------------------------------\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                             ------------------------------\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               (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               (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  constitute the  'Exchanged  Shares.'  Exchange\nAwards  shall be issued for not more than the  number of shares of common  stock\ndetermined by dividing the excess of the Exchange  Award Purchase  Price,  as of\nthe Commitment Date of the Exchange Award, of the number of shares relating to a\nPurchase Loan issued pursuant to the 1991 Plan over the  outstanding  amount due\non the Purchase Loan on such date by 25% of the Exchange Award Purchase Price of\nthe  Company's  common  stock on such  date.  In the case of a  Participant  who\nexercises an Exchange Award, his 1991 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\n                    be the  difference  between the  Participant's  down payment\n                    (which  shall be 5% or 10% of the  Purchase  Price)  and the\n                    Purchase  Price.  In the  case  of an  Exchange  Award,  the\n                    Purchase   Loan  shall  be  the   difference   between   the\n                    Participant's  Exchange  Award Down Payment and the Exchange\n                    Award  Purchase  Price.  The down payment for a new Purchase\n                    Loan shall be in cash,  or, if  authorized  by the Committee\n                    (i) by delivery of shares of Company  Stock  having a Market\n                    Price equal to the required down payment on date of transfer\n                    to the  Company,  or (ii) by  delivery  to the  Company of a\n                    promissory  note  with  terms  and  conditions  fixed by the\n                    Committee and with full recourse  rights  against the maker.\n                    The Exchange Award Down Payment shall be deemed to have been\n                    paid  by the  Equity  in a  Participant's  Exchanged  Shares\n                    subject to a Purchase Loan under the 1991 Plan.\n\n             (b)    The  Purchase  Loan shall be due and  payable as provided in\n                    the   provisions  of  the  Purchase  Note  executed  by  the\n                    Participant.  The term of the Purchase Note shall not exceed\n                    a  period  of  five  (5)  years;   provided,   however,  the\n                    Participant, in his discretion, may extend the Purchase Note\n                    for one (1) year;  provided,  further,  that the  Committee,\n                    may, in its discretion, extend a Purchase Note for up to two\n                    (2) years. In no event may the Purchase Note term, including\n                    extensions, exceed seven (7) years.\n\n             (c)    Purchase  Notes  shall  be  in  the  form  approved  by  the\n                    Committee and shall contain such terms and  conditions,  not\n                    inconsistent with the Plan, as the Committee shall determine\n                    in its sole  discretion;  provided,  that each Purchase Note\n                    shall be subject to 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\n                    certificate  or  certificates  for the  acquired  shares  of\n                    Company Stock, accompanied by a duly executed stock power in\n                    blank,  and (ii) a properly  executed stock pledge agreement\n                    in the form approved by the Committee.\n\n             (e)    Dividends  paid  on  shares  of  Company  Stock  pledged  as\n                    security  for a  Purchase  Loan  shall be first  treated  as\n                    Applied  Dividends  and then  applied to repay the  Purchase\n                    Note. At the discretion of the Committee,  the Company shall\n                    also pay (i)  dividend  equivalents  on the number of shares\n                    purchased pursuant to a Purchase Note equal to the number of\n                    shares   representing  the   Participant's   Equity  in  the\n                    Exchanged  Shares,  and (ii)  only  after all  interest  and\n                    Purchase  Price  reductions are realized under Section 6(g),\n                    dividend  equivalents  on the  number  of  shares  purchased\n                    pursuant  to a  Purchase  Note in  excess  of the  number of\n                    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\n                    accordance  with Section 7, the  Participant  shall repay in\n                    full the  Purchase  Note  Repayment  Amount  or the  portion\n                    related to an  installment  under Section 7(c). If not fully\n                    paid when due,  the  Participant  agrees to sell his pledged\n                    Company  Stock to the  Company  at the  Market  Price on the\n                    maturity  date if a Business  Day (or at the Market Price on\n                    the Business Day immediately  preceding the maturity date if\n                    the maturity  date is not a Business  Day).  The Company may\n                    sell on the Participant's  behalf on the open market (except\n                    as  hereinafter  provided)  the  number of shares of Company\n                    Stock pledged as collateral  necessary to repay the Purchase\n                    Note   Repayment   Amount.   If,   pursuant  to   procedures\n                    established  by the Company for compliance  with  applicable\n                    securities  laws, the Company  believes that the purchase of\n                    pledged  shares by the  Company in  repayment  of a Purchase\n                    Note,  or the  sale by the  Company  of  pledged  shares  of\n                    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\n                    the  Committee  until  the  first  day the  purchase  by the\n                    Company  of the  pledged  shares  or a sale  of the  pledged\n                    shares on the open market can be made without violating such\n                    securities laws or the Participant incurring liability under\n                    Section 16(b). If, pursuant to procedures established by the\n                    Company for compliance with applicable tax laws, the Company\n                    believes that the repayment of a Purchase Note, the purchase\n                    of the pledged  shares in repayment of a Purchase  Note,  or\n                    the sale by the Company of pledged  shares of Company  Stock\n                    on the open market to repay a Purchase  Note would cause any\n                    portion of a Participant's compensation under the Plan to be\n                    nondeductible  under Section 162(m) of the IRC, the maturity\n                    date may be  extended by the  Committee  until the first day\n                    the  repayment  of a  Purchase  Note,  the  purchase  of the\n                    pledged  shares in repayment of a Purchase Note, or the sale\n                    by the  Company  of pledged  shares of Company  Stock on the\n                    open  market to repay a  Purchase  Note can be made  without\n                    such compensation being  non-deductible under Section 162(m)\n                    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)    The  Purchase  Price of one half of the  pledged  shares  of\n                    Company  Stock  shall be  adjusted as follows if at any time\n                    after  the first  anniversary  date of a  Purchase  Note the\n                    Market Price of Company Stock equals or exceeds the Purchase\n                    Price  of the  Participant's  Company  Stock  by the  amount\n                    specified  below  for  a  period  of  ten  (10)  consecutive\n                    Business Days:\n\n                    Stock Price                        Purchase Price Reductions\n                    -----------                        -------------------------\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                    The  principal  amount of a Participant's  Purchase Loan and\n                    Purchase   Note,  plus  accrued  and  unpaid   Interest,  as\n                    well  as  any  accrued   and   unpaid   Interest  on  a down\n                    payment  loan   referenced   in   Section   6(a)  shall   be\n                    adjusted  pursuant  to  Section 2.5  of the  Stock  Purchase\n                    Pledge    and   Loan   Agreement.    The  amount   of   such\n                    adjustment  to  the  principal  amount of  a   Participant's\n                    Purchase  Loan  and  Purchase  Note  shall equal the  amount\n                    of  the  Purchase  Price  adjustment   provided  above.  The\n                    provisions   of    this   Section   and    any    applicable\n                    adjustments  to  Interest  and  a  Purchase  Note  shall  be\n                    applied  at  the  time  of  repayment  of  a Purchase  Note.\n                    Decreases   in   the   Market    Price  of   Company   Stock\n                    subsequent   to  the  completion  of  a   measuring   period\n                    shall  be   disregarded  for  purposes of  the   adjustments\n                    authorized by this Section.\n\n             (h)    In the event of a change in capital structure  involving any\n                    of the  pledged  shares of Company  Stock,  as  provided  in\n                    Section 9, such newly  acquired  shares  shall be pledged to\n                    the Company as substitute or additional security.\n\n             (i)    Notwithstanding  anything in this Section 6 to the contrary,\n                    the Company shall not be required to make a Purchase Loan to\n                    a  Participant  if making such  Purchase Loan will (i) cause\n                    the  Company  to  violate  any  covenant  or  other  similar\n                    provision  in  any  indenture,   loan  agreement,  or  other\n                    agreement,  or (ii) violate any applicable federal, state or\n                    local law.\n\n             (j)    Upon  issuance  by the  Company of Company  Stock  purchased\n                    pursuant to a Purchase Award, the affected Participant shall\n                    be deemed a  shareholder  of the Company and (subject to the\n                    terms of the Plan,  the Purchase Loan, the Purchase Note and\n                    related  documents) shall be entitled to dividend and voting\n                    rights with respect to the Company Stock purchased.\n\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 employment\n               -------------------\n               results from death or Disability,  the affected  Participant  (or\n               the Participant's  estate or personal  representative) may either\n               (i) continue to hold the  Purchase  Note and  participate  in the\n               Plan for three years (or, if earlier,  until the maturity date of\n               the Purchase  Loan, as extended by either the  Participant or the\n               Committee,  pursuant to Section 6(b)), or (ii) within ninety (90)\n               days of said  termination  of employment  (A) elect to prepay the\n               Purchase  Note, or (B) elect to rescind the Exchange Award or the\n               Purchase Award, as the case may be. If the Participant  elects to\n               prepay the Purchase Note under  (ii)(A),  the Purchase Note shall\n               become due and  payable  on the  prepayment  date  elected by the\n               Participant.  If an  election  to  prepay  the  Purchase  Note is\n               effective prior to the first  anniversary of the execution of the\n               Purchase Note,  Section 6(g) shall not apply;  if it is effective\n               on or after the first anniversary of its execution,  Section 6(g)\n               shall apply.  If the  Participant  elects to rescind the Exchange\n               Award or the Purchase Award under (ii)(B),  the shares of Company\n               Stock  acquired  by the  Participant  upon  the  exercise  of the\n               Exchange  Award or  Purchase  Award shall be  transferred  to the\n               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               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).\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\n               ninety  (90)  days  of  said   termination  of   employment   (i)\n               elect  to  prepay the  Purchase  Note,  or (ii)  elect to rescind\n               the Exchange Award or the Purchase  Award, as the case may be. If\n               the 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 shares\n               of Company Stock acquired by the Participant upon the exercise of\n               the Exchange  Award or Purchase Award shall be transferred to the\n               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               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).   If  the   Participant's\n               termination  of employment is prior to the first  anniversary  of\n               the execution of the Purchase Note, Section 6(g) shall not apply;\n               if it is on or after the first  anniversary  of the  execution of\n               the 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 extended by either the\n               Participant,  or the Committee,  pursuant to Section 6(b)),  (ii)\n               prepay  the  Purchase  Note  within  ninety  (90)  days  of  said\n               termination of employment, or (iii) repay the Purchase Note in no\n               more than three (3) installments,  due over the remaining term of\n               the Purchase Note, including extensions.  If a Participant elects\n               to prepay a Purchase  Note,  the  Participant  agrees to sell the\n               pledged  Company Stock to the Company for the Market Price on the\n               date of  prepayment.  If an election to prepay the Purchase  Note\n               under  (ii) or  (iii)  above  is  effective  prior  to the  first\n               anniversary of the execution of the Purchase  Note,  Section 6(g)\n               shall  not  apply;  if it is  effective  on or  after  the  first\n               anniversary of its 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\n               to be prepaid  within  ninety (90) days of  said  termination  of\n               employment,  and  the  Participant  agrees  to  sell  the pledged\n               Company  Stock to the Company for the Market  Price  on the  date\n               of  prepayment.  If a Participant's termination  of employment is\n               prior to the first anniversary  of  the execution of the Purchase\n               Note, Section 6(g) shall not apply;  if  it  is  on or  after the\n               first   anniversary  of  the  execution  of  the  Purchase  Note,\n               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\n               the  consent of   the   Company,  the   maturity   date  of   the\n               Purchase Note shall be accelerated  without further action of the\n               Committee  or the  Company  to the  date  of his  termination  of\n               employment.  In such case,  Section  6(g) shall not apply and the\n               Participant  agrees  to sell  the  pledged  Company  Stock to the\n               Company  for the  lesser of (i) the  Market  Price on the date of\n               termination  of  employment,  or  (ii)  an  amount  equal  to his\n               Exchange Award Down Payment,  as adjusted by Section 7(h), or, if\n               applicable,  the Purchase  Award down payment paid to the Company\n               pursuant to Section  6(a) (in any event,  less all related  taxes\n               and expenses), and the Company shall have the right to retain any\n               excess over such amount and the shares' Market Price.\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\n               of  the  assets  of  the  Subsidiary,   the  affected Participant\n               may,  within   ninety  (90)   days   of   the   closing  of  such\n               divisive  transaction  (i) elect to prepay the Purchase  Note, or\n               (ii) elect to rescind the Exchange  Award or the Purchase  Award,\n               as the case may be.  If the  Participant  elects  to  prepay  the\n               Purchase  Note under (i), the Purchase  Note shall become due and\n               payable on the 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 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 obligations\n               to the Participant,  except that the Company shall pay to or with\n               respect to the Participant, in consideration for the cancellation\n               of the Participant's  rights under the Exchange Award or Purchase\n               Award,  an amount equal to his Exchange  Award Down  Payment,  as\n               adjusted  under Section  7(h),  or, if  applicable,  the Purchase\n               Award down payment paid to the Company  pursuant to Section 6(a).\n               Section  6(g)  shall  apply  to all  Participants  affected  by a\n               divisive  transaction.  The foregoing  shall apply whether or not\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               -----------------  through (f) shall no longer be applicable, the\n               Interest and Purchase Price  Reductions  under Section 6(g) shall\n               be applied as if the Stock  Price had  increased  by 100% and the\n               Participant may either (i) continue to hold the Purchase Note and\n               participate  in the Plan until the maturity  date of the Purchase\n               Note,  including any extensions,  or (ii) within ninety (90) days\n               of said Change of Control and, if applicable,  within ninety (90)\n               days of a final Agency action in a Regulated Business Combination\n               under Section 2(e)(iv), (A) elect to prepay the Purchase Note, or\n               (B) elect to rescind the Exchange Award or the Purchase Award, as\n               the case may be. If the Participant elects to prepay the Purchase\n               Note  under  (ii)(A),  the  Purchase  Note  shall  become due and\n               payable on the prepayment  date elected by the  Participant,  and\n               the  provisions of Section 6(g) shall apply.  If the  Participant\n               elects to rescind the Exchange  Award or the Purchase Award under\n               (ii)(B),  the shares of Company Stock acquired by the Participant\n               upon the exercise of the Exchange  Award or Purchase  Award shall\n               be  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 respect\n               to the Participant,  in consideration for the cancellation of the\n               Participant's  rights under the Exchange Award or Purchase Award,\n               an amount equal to his Exchange  Award Down Payment,  as adjusted\n               under 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 of\n               ------------------------------------------ determining the amount\n               available to a Participant  under this Section 7, a Participant's\n               Exchange  Award Down  Payment  shall be adjusted as follows:  the\n               dollar amount of the Exchange  Award Down Payment  computed as of\n               the date of the Exchange of Shares pursuant to Section 4 shall be\n               divided  by the  Market  Price  on the date of such  Exchange  of\n               Shares,  to  arrive  at a number  of  equivalent  shares.  On the\n               Purchase Loan maturity date or prepayment date  applicable  under\n               this Section 7, the number of equivalent shares determined in the\n               preceding sentence will be multiplied by the Market Price on such\n               date to arrive at the  Participant's  Exchange Award Down Payment\n               as adjusted.\n\n          (i)  Certain   Terms  of   Purchase   Awards   or   Exchange   Awards.\n               ----------------------------------------------------------------\n               Notwithstanding  any  provision  of  this  Plan  to the contrary,\n               in the  discretion  of the   Committee, a  Purchase  Award and\/or\n               Exchange  Award  may  provide, to the extent  deemed  appropriate\n               by the Committee to  eliminate  or  reduce the  applicability  or\n               impact of Sections  280G and\/or 4999 of the  IRC,  for:  (i)  the\n               cancellation  of  shares  and\/or  a reduction  or increase in the\n               amount of a Purchase  Note,  (ii) a limitation  of the  reduction\n               of the Purchase Price  pursuant to Section 7(g) above,  (iii) the\n               elimination of any acceleration of  a Purchase  Note or right  to\n               prepay such Note, or (iv) a reduction or  limitation of any other\n               benefit under this 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\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 a\n               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 when\n               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 to\n               make appropriate adjustments and (ix) any additional requirements\n               relating to Purchase Awards that the Committee deems 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 taken by a\n               written  instrument signed by all of the members,  and any action\n               so taken  shall be fully  effective  as if it had been taken at a\n               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 it\n               is necessary to satisfy the requirements of Section  16(b) of the\n               Exchange  Act  and  Rule  16b-3  thereunder,  no  member  of  the\n               Committee shall be eligible to  participate in the Plan or in any\n               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 person\n               shall become a member of the  Committee if, within the  preceding\n               one-year   period,  the   person  shall  have  been  eligible  to\n               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\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\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":[9539,9545],"class_list":["post-40639","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\/40639","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=40639"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40639"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40639"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40639"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}