exhibit_1031.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    Exhibit 10.31

    
 

    RESTRICTED STOCK AWARD
AGREEMENT

     

    This
Agreement is made and entered into as of December 8, 2009, by and between CSX
Corporation (“CSX”), a Virginia corporation, and Lisa Mancini (the
“Recipient”).  In consideration of their mutual promises and
undertakings, CSX and Recipient mutually agree as follows:

     

    
      	
              1.  

            	
              Restricted
      Stock.  In consideration of Recipient’s continued and
      uninterrupted employment with CSX or an Affiliate thereof, for the period
      from December 8, 2009 through December 8, 2014 (the “Restricted Period”),
      the Recipient is hereby granted 10,522 shares of restricted CSX
      Corporation common stock, $1 par value (“CSX
  Stock”).

            


    

    


    
      	
              2.  

            	
              Vesting. The Restricted
      Stock shall fully vest on December 8, 2014 upon Recipient’s completion of
      the Restricted Period, except as provided below in Section
    6.

            


    

    


    
      	
              3.  

            	
              Delivery of
      Shares.  Payment of vested Restricted Stock will be paid
      as soon as practicable after completion of the Restricted
      Period.

            


    

    


    
      	
              4.  

            	
              Omnibus Plan incorporated by
      reference.  The grant hereunder is made under CSX’s
      Omnibus Incentive Plan (the “Plan”), the provisions of which are hereby
      incorporated by reference except as otherwise provided specifically
      herein.

            


    

    


    
      	
              5.  

            	
              Dividend equivalents.
      During the Restricted Period, CSX will pay to Recipient, based upon
      the number of restricted shares granted, an amount equal to dividends
      (“Dividend Equivalents”) declared and payable on the CSX common stock net
      of applicable withholding taxes.

            


    

    


    
      	
              6.  

            	
              Termination of
      Employment.  In the event of a termination of Recipient’s
      employment before the end of the Restricted Period for any reason other
      than death or Disability, the Restricted Stock shall be
      forfeited.  In the event of a termination of Recipient’s
      employment before the end of the Restricted Period, by reason of
      Recipient’s death or Disability, pro rata vesting shall
      apply.  The pro rata computation will be determined based upon
      the number of months of employment completed during the Restricted Period
      relative to 60 months (the total number of months in the Restricted
      Period).  “Disability” shall mean the Recipient’s becoming
      disabled within the meaning of the long-term disability plan of the
      Company covering the Recipient.

            


    

    


    Restricted
Stock granted to the Recipient that does not vest under the terms of this
Agreement shall be forfeited.

    


    
      	
              7.  

            	
              Withholding of
      Tax.  Recipient shall be solely responsible for any and
      all federal, state, and local taxes which may be imposed on the Recipient
      as a result of the vesting of the Restricted Stock, the receipt of CSX
      Stock, and receipt of dividend equivalents.  CSX is required to
      withhold income taxes at the prescribed supplemental income and employment
      tax rates at the time such taxes are due.  Upon issuance of CSX
      stock, CSX will withhold the minimum number of whole shares equal in value
      to such required withholding amount.  No additional voluntary
      withholding amount is permitted.

            


    

    


    
      	
              8.  

            	
              Assignment of Restricted Stock
      Prohibited.  The Restricted Stock may not be sold,
      assigned, pledged, exchanged, hypothecated or otherwise transferred,
      encumbered or disposed of.

            


    

    


    
      	
              9.  

            	
              Not a Contract of
      Employment.  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/ LISA  MANCINI                                      
 By:     /s/ MICHAEL J. WARD      

    Lisa 
Mancini                                                                                 
Michael J. Ward

                         
Chairman, President, and

                         
Chief Executive
Officer                                          

    


    Employee
No.: 570837

    


    


    Date: December
17, 2009