ex10-2.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          Exhibit
10.2

        

      


      RESTRICTED STOCK UNIT GRANT
AGREEMENT

       

      THIS
AGREEMENT is made and entered into as of May 5, 2009, by and between CSX
CORPORATION (“CSX”), a Virginia corporation, and __________ (the
“Recipient”).

       

      WHEREAS,
CSX intends to create a compensation incentive for Recipient to remain as an
employee of CSX.

       

      NOW,
THEREFORE, in consideration of their mutual promises and undertakings, CSX and
Recipient mutually agree as follows:

       

      1.           In
consideration of Recipient’s continued and uninterrupted employment with CSX, or
an Affiliate thereof, for the period from May 5, 2009 through May 4, 2012 (the
“Employment Period”), the Recipient is hereby granted __________ restricted
stock units (“RSU’s”) wherein each unit represents one share of CSX Corporation
common stock, $1 par value (“CSX Stock”).  Except as provided below in
Section 2, the RSU’s vest upon completion of the Employment Period and are
awarded as soon as practicable thereafter in the form of CSX
Stock.  The grant hereunder is made under CSX’s Omnibus Incentive Plan
(the “Plan”), the provisions of which are thereby incorporated by
reference.  During the Employment Period, CSX will pay to Recipient,
based upon the number of RSU’s granted, an amount equal to dividends (“Dividend
Equivalents”) declared and payable on the CSX common stock net of applicable
withholding taxes.

       

      2.    In the
event of a termination of Recipient’s employment before the end of the
Employment Period, by reason of Recipient’s death or Disability, full and
immediate vesting shall apply, and CSX Stock shall be awarded immediately. In
the event of a termination of Recipient’s employment before the end of the
Employment Period by reason of Retirement, pro rata vesting shall apply, and CSX
Stock shall be awarded in December of the year in which such retirement
occurs.

      


      For
purposes of this Agreement, Retirement shall mean the attainment of age 55 and
10 years of service with the Company or an Affiliate, or attainment of age
65.  “Disability” shall mean the Recipient’s becoming disabled within
the meaning of the long-term disability plan of the Company covering the
Recipient.

       

      Any RSU’s
granted to the Recipient that do not vest during the Employment Period shall be
forfeited.

       

      


      3.           Recipient
shall be solely responsible for any and all federal, state, and local taxes
which may be imposed as a result of the vesting of the RSU grant, the receipt of
CSX Stock, and receipt of dividends.

       

      


      4.           In
the event of any change (such as recapitalization, merger, consolidation, stock
dividend, or otherwise) in the character or amount of CSX Corporation common
stock, $1 par value prior to delivery of CSX Stock, (a) the number of shares of
CSX Stock to which Recipient shall be entitled at delivery shall be the same as
if the recipient had actually owned CSX Stock instead of RSU’s at the time of
such change, and (b) the amount of Dividend Equivalents payable on the RSU’s
shall also be based upon such change.

       

      


      5.           Nothing
in this Agreement shall be interpreted or construed to create a contract of
employment between the Company and the Recipient.  This Agreement is
intended solely to provide Recipient an incentive to continue existing
employment.

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
indicated below.

       

       

      
        
          
            
              
                
                  
                    	 RECIPIENT:	 	 	 CSX
      CORPORATION	 
	 	 	 	 	 
	
                            /s/

                          	 	 	
                            By: 
      

                          	 
	
                            Name

                          	 	 	
                            Title 

                          	 
	
                             

                          	 	 	
                             

                          	 
	
                            Dated:

                          	 	 	 	 
	 Employee
      No.: