Omnibus Incentive Plan as amended



 






Exhibit 10.20




CSX Omnibus Incentive Plan




Effective April 27, 2000




(As Amended through December 8, 2004)





	1.	 	Purpose. The purpose of this CSX Omnibus Incentive Plan (the “Plan”) is to further the long term
stability and financial success of CSX, its Subsidiaries, Foreign Affiliates and Affiliates by
rewarding selected meritorious employees. The Board of Directors believes that such awards will
provide incentives for employees to remain with CSX, will encourage continued work of superior
quality and will further the identification of those employees’ interests with those of CSX’s
shareholders.






	2.	 	Definitions. As used in the Plan, the following terms have the meanings indicated:






	 	(a)	 	“Affiliate” means a corporation, partnership or other entity other than a
Subsidiary or Foreign Affiliate in which CSX or a Subsidiary owns, directly or
indirectly, a substantial interest. The employees of an Affiliate shall be eligible to
participate in the Plan only if the Board or the Committee approves the participation
of the Affiliate in the Plan.
	 
	 	(b)	 	“Applicable Withholding Taxes” means the aggregate minimum amount of federal,
state, local and foreign income, payroll and other taxes that an Employer is required
to withhold in connection with any Incentive Award.
	 
	 	(c)	 	“Beneficiary” means the person or entity designated by the Participant, in a
form approved by CSX, to exercise the Participant’s rights with respect to an
Incentive Award after the Participant’s death.
	 
	 	(d)	 	Benefits Trust Committee” means the committee established pursuant to the CSX
Corporation and Affiliated Companies Benefits Assurance Trust.
	 
	 	(e)	 	“Board” means the Board of Directors of CSX Corporation.
	 
	 	(f)	 	“Cause” means: (i) an act or acts of personal dishonesty of a Participant
intended to result in substantial personal enrichment of the Participant at the
expense of the Company or any of its Subsidiaries, Foreign Affiliates or Affiliates;
(ii) a violation of the management responsibilities by the Participant which is
demonstrably willful and deliberate on the Participant’s part and which is not
remedied in a reasonable period of time after receipt of written notice from the
Employer; or, (iii) the conviction of the Participant of a felony involving moral
turpitude.
	 
	 	(g)	 	“Change in Control” means the occurrence of any of the following events:






	 	(i)	 	Stock Acquisition. The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20 percent or more of either (A) the then outstanding shares of common stock of CSX (the “Outstanding Company Common Stock”), or (B)
the




 









 






	 	 	 	combined voting power of the then outstanding voting securities of CSX
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a change
in control: (A) any acquisition directly from CSX; (B) any acquisition by
CSX; (C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by CSX or any corporation controlled by CSX; or
(D) any acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii) of this Section
2(c); or
	 
	 	(ii)	 	Board Composition Individuals who, as of the date hereof,
constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election or
nomination for election by CSX’s shareholders was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individuals whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or
	 
	 	(iii)	 	Business Combination Approval by the shareholders of CSX of
a reorganization, merger, consolidation, or sale or other disposition of all
or substantially all of the assets of CSX or its principal Subsidiary that is
not subject, as a matter of law or contract, to approval by the Surface
Transportation Board or any successor agency or regulatory body having
jurisdiction over such transactions (the “STB”) (a “Business Combination”), in
each case, unless, following such Business Combination:






	 	(A)	 	all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50 percent of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of
such transaction owns CSX or its principal Subsidiary or all or
substantially all of the assets of CSX or its principal Subsidiary
either directly or




 









 






	 	 	 	through one or more subsidiaries) in substantially the same
proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be;






	 	(B)	 	no Person (excluding any corporation
resulting from such Business Combination or any employee benefit plan
(or related trust) of CSX or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20
percent or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination; and
	 
	 	(C)	 	at least a majority of the members of the
board of directors resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board providing for such
Business Combination; or






	 	(iv)	 	Regulated Business Combination. Approval by the
shareholders of CSX of a Business Combination that is subject, as a matter of
law or contract, to approval by the STB (a “Regulated Business Combination”)
unless such Business Combination complies with clauses (A), (B) and (C) of
subsection (iii) of this Section 2(g); or
	 
	 	(v)	 	Liquidation or Dissolution. Approval by the
shareholders of CSX of a complete liquidation or dissolution of CSX or its
principal Subsidiary.






	 	(h)	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	(i)	 	“Committee” means the Compensation Committee of the Board or its successor,
provided that, if any member of the Compensation Committee does not qualify as both an
outside director for purposes of Code Section 162(m) and a non-employee director for
purposes of Rule 16b-3, the remaining members of the Compensation Committee (but not
less than two members) shall be constituted as a subcommittee of the Compensation
Committee to act as the Committee for purposes of the Plan.
	 
	 	(j)	 	“Company Stock” means common stock, $1.00 par value, of CSX. In the event of
a change in the capital structure of CSX affecting the common stock (as provided in
Section 18), the shares resulting from such a change in the common stock shall be
deemed to be Company Stock within the meaning of the Plan.




 









 












	 	(k)	 	“Covered Employee” means a Participant who the Committee determines is or may
become a covered employee within the meaning of Code Section 162(m) during the
performance period for a Performance Grant.
	 
	 	(l)	 	“CSX” means CSX Corporation.
	 
	 	(m)	 	“Date of Grant” means the date on which the Committee grants an Incentive
Award.
	 
	 	(n)	 	“Disability” or “Disabled” means, as to an Incentive Stock Option, a
Disability within the meaning of Code Section 22(e)(3). As to all other Incentive
Awards, a Disability shall occur when the Participant is eligible for benefits under
the CSX Salary Continuance and Long-Term Disability Plan or another long-term
disability plan of CSX applicable to the Participant.
	 
	 	(o)	 	“Divisive Transaction” means a transaction in which the Participant’s
Employer ceases to be a Subsidiary, Foreign Affiliate or Affiliate or a sale of
substantially all of the assets of a Subsidiary, Foreign Affiliate or Affiliate.
	 
	 	(p)	 	“Employer” means CSX and each Subsidiary, Foreign Affiliate or Affiliate that
employs one or more Participants.
	 
	 	(q)	 	“Fair Market Value” means the mean between the highest and lowest registered
sales prices of a share of Company Stock on the New York Stock Exchange, as reported
in the Wall Street Journal (or other authoritative source approved by the Committee)
on the day of reference.
	 
	 	(r)	 	“Foreign Affiliate” means an entity that is not organized under the laws of
the United States, or any state thereof or any political subdivision of any state, and
in which CSX has, directly or indirectly, a substantial interest.
	 
	 	(s)	 	“Good Reason,” as to any Participant, means (i) the Participant’s
compensation or employment related benefits are reduced (other than across-the
reductions that affect management employees generally); (ii) the Participant’s status,
title(s), office(s), working conditions, or management responsibilities are diminished
(other than changes in reporting or management responsibilities required by applicable
federal or state law); or (iii) the location of Participant’s place of employment is
changed by more than 30 miles without the Participant’s consent.
	 
	 	(t)	 	“Incentive Award” means, collectively, a Performance Grant or the award of
Restricted Stock, an Option, a Restricted Stock Unit, a Stock Appreciation Right, or a
Dividend Right under the Plan,
	 
	 	(u)	 	“Incentive Stock Option” means an Option that qualifies for favorable federal
income tax treatment under Code Section 422.
	 
	 	(v)	 	“Mature Shares” means shares of Company Stock for which the holder has good
title, free and clear of all liens and encumbrances and which the holder either (i)
has held for at least six months or (ii) has purchased on the open market.




 









 












	 	(w)	 	“Nonqualified Stock Option” means an Option that is not an Incentive Stock
Option.
	 
	 	(x)	 	“Option” means a right to purchase Company Stock granted under the Plan, at a
price determined in accordance with the Plan.
	 
	 	(y)	 	“Participant” means any employee of CSX, a Subsidiary, a Foreign Affiliate or
an Affiliate who receives an Incentive Award under the Plan.
	 
	 	(z)	 	“Performance Criteria” means any of the following areas of performance of
CSX, any Subsidiary, any Foreign Affiliate, or any Affiliate:
	 
	 	 	 	return on invested capital (ROIC); free cash flow; value
added (ROIC) less cost of
capital multiplied by capital); total shareholder return; economic value added (net
operating profit after tax less cost of capital); operating ratio; cost reduction
(or limits on cost increases); debt to capitalization; debt to equity; earnings;
earnings before interest and taxes; earnings before interest, taxes, depreciation
and amortization; earnings per share (including or excluding nonrecurring items);
earnings per share before extraordinary items; income from operations (including or
excluding nonrecurring items); income from operations compared to capital spending;
net income (including or excluding nonrecurring items, extraordinary items and/or
the accumulative effect of accounting changes); net sales; price per share of
Company Stock; return on assets; return on capital employed; return on equity;
return on investment; return on sales; and sales volume.
	 
	 	 	 	Any Performance Criteria may be used to measure the performance of CSX as a whole
or any Subsidiary, Foreign Affiliate, Affiliate or business unit of CSX. As
determined by the Committee, Performance Criteria shall be derived from the
financial statements of CSX, its Subsidiaries or affiliated entities prepared in
accordance with generally accepted accounting principles applied on a consistent
basis, or, for Performance Criteria that cannot be so derived, under a methodology
established by the Committee prior to the issuance of a Performance Grant that is
consistently applied.
	 
	 	(aa)	 	“Performance Goal” means an objectively determinable performance goal
established by the Committee with respect to a given Performance Grant that relates to
one or more Performance Criteria.
	 
	 	(bb)	 	“Performance Grant” means an Incentive Award payable in Company Stock, cash,
or a combination of Company Stock and cash that is made pursuant to Section 8.
	 
	 	(cc)	 	“Restricted Stock” means Company Stock awarded under Section 6.
	 
	 	(dd)	 	“Restricted Stock Unit” means a right granted to a Participant to receive
Company Stock or cash awarded under Section 7.




 









 












	 	(ee)	 	“Retirement” means a Participant’s termination of employment after age 55
with eligibility to begin immediately receiving retirement benefits under an
Employer’s defined benefit pension plan.
	 
	 	(ff)	 	“Rule l6b-3” means Rule 16b-3 of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934, as amended. A reference in the
Plan to Rule 16b-3 shall include a reference to any corresponding rule (or number
redesignation) of any amendments to Rule I 6b-3 enacted after the effective date of
the Plan adoption.
	 
	 	(gg)	 	“Senior Executive Incentive Award” means an award made to a Participant under
the terms of the Senior Executive Incentive Plan.
	 
	 	(hh)	 	“Senior Executive Incentive Plan” means the CSX Senior Executive incentive
Plan.
	 
	 	(ii)	 	“Stock Appreciation Right” means a right to receive amounts awarded under
Section 10.
	 
	 	(jj)	 	“Subsidiary” means any corporation in which CSX owns stock possessing more
than 50 percent of the combined voting power of all classes of stock or which is in a
chain of corporations with CSX in which stock possessing more than 50 percent of the
combined voting power of all classes of stock is owned by one or more other
corporations in the chain.
	 
	 	(kk)	 	“Vesting Event” means the occurrence of any of the events listed in Section
2(g), with the following modification: the words, “Approval by the shareholders of CSX
of,” in the first line of Sections 2(g)(iii) and 2(g)(iv) are replaced for purposes of
this Section 2(kk) with the words, “Consummation of, i.e., actual change in ownership
of Outstanding Corporation Common Stock, Outstanding Corporation Voting Stock, and/or
assets of CSX or its principal Subsidiary by reason of,”.






	3.	 	Stock.






	 	(a)	 	Subject to Section 18 of the Plan, there shall be reserved for issuance under
the Plan an aggregate of 6 million (6,000,000) shares of Company Stock, which shall be
authorized, but unissued shares, plus any shares of Company Stock that are represented
by awards granted under any prior plan of the Company, which are forfeited, expire or
are cancelled without the delivery of shares or which result in the forfeiture of
shares back to CSX. Shares allocable to Incentive Awards granted under the Plan that
expire, are forfeited, otherwise terminate unexercised, or are settled in cash may
again be subjected to an Incentive Award under the Plan. For purposes of determining
the number of shares that are available for Incentive Awards under the Plan, the
number shall include the number of shares surrendered by a Participant actually or by
attestation or retained by CSX in payment of Applicable Withholding Taxes and any
Mature Shares surrendered by a Participant upon exercise of an Option or in payment of
Applicable Withholding Taxes. Shares issued under the Plan through the settlement,
assumption of substitution of outstanding awards or




 









 






	 	 	 	obligations to grant future awards as a condition of an Employer acquiring another
entity shall not reduce the maximum number of shares available for delivery under
the Plan. Shares issued under the Senior Executive Incentive Plan shall reduce the
maximum number of shares available for delivery under the Plan.






	 	(b)	 	No more than 1,200,000 shares may be allocated to the Incentive Awards,
including the maximum amounts payable under a Performance Grant, that are granted to
any individual Participant during any 36-month period. The maximum number of shares
that may be issued as Restricted Stock, Restricted Stock Units, Dividend Equivalents
and under Performance Grants, Stock Awards or Senior Executive Incentive Plan Grants
shall be 1,200,000 shares, provided that any shares of Restricted Stock, Restricted
Stock Units, Dividend Equivalents, Performance Grants or Stock Awards that are
forfeited shall not count against this limit. The maximum cash payment that can be
made for all Incentive Awards granted to any one individual shall be $3,000,000 times
the number of 12-month periods in any performance cycle for any single or combined
performance goals. Any amount that is deferred by a Participant shall be subject to the
previous limit on the maximum cash payment in the year in which the deferral is made
and not in any later year in which payment is made.






	4.	 	Eligibility.






	 	(a)	 	All present and future employees of CSX, a Subsidiary, or a Foreign Affiliate
at the time of grant shall be eligible to receive Incentive Awards under the Plan, If
an Affiliate is approved to participate in the Plan, all present and future employees
of an Affiliate at the time of grant shall be eligible to receive Incentive Awards
under the Plan. The Committee shall have the power and complete discretion, as
provided in Section 19, to select eligible employees to receive Incentive Awards and
to determine for each employee the nature of the award and the terms and conditions of
each Incentive Award.
	 
	 	(b)	 	The grant of an Incentive Award shall not obligate an Employer to pay an
employee any particular amount of remuneration, to continue the employment of the
employee after the grant or to make further grants to the employee at any time
thereafter.






	5.	 	Stock Options.






	 	(a)	 	The Committee may make grants of Options to Participants. The Committee shall
determine the number of shares for which Options are granted, the Option exercise
price per share, whether the Options are Incentive Stock Options or Nonqualified Stock
Options, and any other terms and conditions to which the Options are subject.
	 
	 	(b)	 	The exercise price of shares of Company Stock covered by an Option shall be
not less than 100 percent of the Fair Market Value of the Company Stock on the Date of
Grant. Except as provided in Section 18, the exercise




 









 






	 	 	 	price of an Option may not be decreased after the Date of Grant. Except as
provided in Section 18, a Participant may not surrender an Option in consideration
for the grant of a new Option with a lower exercise price. If a Participant’s
Option is cancelled before its termination date, the Participant may not receive
another Option within 6 months of the cancellation unless the exercise price of
such Option is no less than the exercise price of the cancelled Option.






	 	(c)	 	An Option shall not be exercisable more than 10 years after the Date of
Grant. The aggregate Fair Market Value, determined at the Date of Grant, of shares for
which Incentive Stock Options become exercisable by a Participant during any calendar
year shall not exceed $100,000.






	6.	 	Restricted Stock Awards.






	 	(a)	 	The Committee may make grants of Restricted Stock to Participants. The
Committee shall establish as to each award of Restricted Stock the terms and
conditions to which the Restricted Stock is subject, including the period of time
before which all restrictions shall lapse and the Participant shall have full
ownership of the Company Stock (the “Restriction Period”). The Committee in its
discretion may award Restricted Stock without cash consideration.
	 
	 	(b)	 	Except as provided below in Section 6(c), the minimum Restriction Period
applicable to any award of Restricted Stock that is not subject to performance
standards restricting transfer shall be three years from the Date of Grant. Except as
provided below in Section 6(c), the minimum Restriction Period applicable to any award
of Restricted Stock that is subject to performance standards shall be one year from
the Date of Grant.
	 
	 	(c)	 	Restriction Periods of shorter duration than provided in Section 6(b) and
Section 7(b) may be approved for awards of Restricted Stock or Restricted Stock Units
combined with respect to up to 600,000 shares of Company Stock under the Plan.
	 
	 	(d)	 	Restricted Stock may not be sold, assigned, transferred, pledged,
hypothecated, or otherwise encumbered or disposed of until the restrictions have
lapsed or been removed. Certificates representing Restricted Stock shall be held by
CSX until the restrictions lapse and the Participant shall provide CSX with
appropriate stock powers endorsed in blank.






	7.	 	Restricted Stock Units.






	 	(a)	 	The Committee may make grants of Restricted Stock Units to Participants. The
Committee shall establish as to each award of Restricted Stock Units the terms and
conditions to which the Restricted Stock Units are subject. Upon lapse of the
restrictions, a Restricted Stock Unit shall entitle the Participant to receive from
CSX a share of Company Stock or a cash amount equal to the Fair Market Value of the
Company Stock on the date that the restrictions lapse.




 









 












	 	(b) 	 	Except as provided in Section 6 the minimum Restriction Period applicable to
any award of Restricted Stock Units that is not subject to performance standards
restricting transfer shall be three years from the Date of Grant. Except as provided
in Section 6(c) the minimum Restriction Period applicable to any award of Restricted
Stock Units that is subject to performance standards shall be one year from the Date
of Grant.






	8.	 	Performance Grants.






	 	(a)	 	The Committee may make Performance Grants to any Participant. Each
Performance Grant shall contain the Performance Goals for the award, including the
Performance Criteria, the target and maximum amounts payable and such other terms and
conditions of the Performance Grant. As to each Covered Employee, each Performance
Grant shall be granted and administered to comply with the requirements of Code
Section 162(m).
	 
	 	(b)	 	The Committee shall establish the Performance Goals for Performance Grants.
The Committee shall determine the extent to which any Performance Criteria shall be
used and weighted in determining Performance Grants. The Committee may increase, but
not decrease, any Performance Goal during a performance period for a Covered Employee.
The Performance Goals for any Performance Grant for a Covered Employee shall be made
not later than 90 days after the start of the period for which the Performance Grant
relates and shall be made prior to the completion of 25 percent of such period.
	 
	 	(c)	 	The Committee shall establish for each Performance Grant the amount of
Company Stock or cash payable at specified levels of performance, based on the
Performance Goal for each Performance Criteria. The Committee shall make all
determinations regarding the achievement of any Performance Goals. The Committee may
not increase the amount of cash or Common Stock that would otherwise be payable upon
achievement of the Performance Goal or Goals but may reduce or eliminate the payments
except as provided in a Performance Grant.
	 
	 	(d)	 	The actual payments to a Participant under a Performance Grant will be
calculated by applying the achievement of Performance Criteria to the Performance
Goal. The Committee shall make all calculations of actual payments and shall certify
in writing the extent, if any, to which the Performance Goals have been met.






	9.	 	Stock Awards. The Committee may make Stock Awards to any Participant. The Committee shall
establish the number of shares of Common Stock to be awarded and the terms and conditions
applicable to each Stock Award. The Committee will make all determinations regarding the
achievement of any performance restrictions on a Stock Award. The Common Stock under a Stock Award
shall be issued by CSX upon the satisfaction of the terms and conditions of a Stock Award. No more
than 1,200,000 shares of Company Stock (reduced by shares issued under Restricted Stock or
Restricted Stock Units subject to Section 6(c)) may be granted under Stock Awards without
performance restrictions.




 









 












	10.	 	Stock Appreciation Rights. The Committee may make grants of Stock Appreciation Rights to
Participants. The Committee shall establish as to each award of Stock Appreciation Rights the terms
and conditions to which the Stock Appreciation Rights are subject. The following provisions apply
to all Stock Appreciation Rights:






	 	(a)	 	A Stock Appreciation Right shall entitle the Participant, upon exercise of
the Stock Appreciation Right, to receive in exchange an amount equal to the excess of
(x) the Fair Market Value on the date of exercise of the Company Stock covered by the
surrendered Stock Appreciation Right over (y) an amount not less than 100 percent of
the Fair Market Value of the Company Stock on the Date of Grant of the Stock
Appreciation Right. The Committee may limit the amount that the Participant will be
entitled to receive upon exercise of Stock Appreciation Rights.
	 
	 	(b)	 	A Stock Appreciation Right may not be exercisable more than 10 years after
the Date of Grant. A Stock Appreciation Right may only be exercised at a time when the
Fair Market Value of the Company Stock covered by the Stock Appreciation Right exceeds
the Fair Market Value of the Company Stock on the Date of Grant of the Stock
Appreciation Right. The Stock Appreciation Right may provide for payment in Company
Stock or cash, or a fixed combination of Company Stock or cash, or the Committee may
reserve the right to determine the manner of payment at the time the Stock
Appreciation Right is exercised.






	11.	 	Dividend Equivalents. The Committee may make grants of Dividend Equivalents to any
Participant. The Committee shall establish the terms and conditions to which the Dividend
Equivalents are subject. Dividend Equivalents may be granted in connection with any other Incentive
Award or separately. Under a Dividend Equivalent, a Participant shall be entitled to receive
currently or in the future payments equivalent to the amount of dividends paid by CSX to holders of
Company Stock with respect to the number of Dividend Equivalents held by the Participant. The
Dividend Equivalent may provide for payment in Company Stock or cash, or a fixed combination of
Company Stock or cash, or the Committee may reserve the right to determine the manner of payment at
the time the Dividend Equivalent is payable.
	 
	12.	 	Method of Exercise of Options. Options may be exercised by the Participant (or his guardian or
personal representative) giving notice to the Corporate Secretary of CSX or his delegate pursuant
to procedures established by CSX of the exercise stating the number of shares the Participant has
elected to purchase under the Option. The exercise price may be paid in cash; or if the terms of an
Option permit, (i) delivery or attestation of Mature Shares (valued at their Fair Market Value) in
satisfaction of all or any part of the exercise price, (ii) delivery of a properly executed
exercise notice with irrevocable instructions to a broker to deliver to CSX the amount necessary to
pay the exercise price from the sale or proceeds of a loan from the broker with respect to the sale
of Company Stock or a broker Joan secured by Company Stock, or (iii) a combination of(i) and (ii).
	 
	13.	 	Tax Withholding. Whenever payment under an Incentive Award is made in cash, the Employer will
withhold an amount sufficient to satisfy any Applicable Withholding Taxes. Each Participant shall
agree as a condition of receiving an Incentive Award




 









 






	      	 	payable in the form of Company Stock, to pay to the Employer, or make arrangements satisfactory to
the Employer regarding the payment to the Employer of, Applicable Withholding Taxes. To satisfy
Applicable Withholding Taxes and under procedures established by the Committee or its delegate, a
Participant may elect to (i) make a cash payment or authorize additional withholding from cash
compensation, (ii) deliver Mature Shares (valued at their Fair Market Value) or (iii) have CSX
retain that number of shares of Company Stock (valued at their Fair Market Value) that would
satisfy all or a specified portion of the Applicable Withholding Taxes.






	14.	 	Transferability of Incentive Awards. Incentive Awards other than Incentive Stock Options shall
not be transferable by a Participant and exercisable by a person other than the Participant, except
as expressly provided in the Incentive Award. Incentive Stock Options, by their terms, shall not be
transferable except by will or by the laws of descent and distribution and shall be exercisable,
during the Participant’s lifetime, only by the Participant.
	 
	15	 	Deferral Elections. The Committee may permit Participants to elect to defer the issuance of
Company Stock or the settlement of awards in cash under the 2002 Deferred Compensation Plan of CSX
Corporation or its successor.
	 
	16.	 	Effective Date of the Plan. The effective date of the Plan is April 27, 2000. The Plan shall
be submitted to the shareholders of CSX for approval. Until (i) the Plan has been approved by CSX’s
shareholders, and (ii) the requirements of any applicable federal or state securities laws have
been met, no Restricted Stock shall be awarded that is not contingent on these events and no Option
granted shall be exercisable.
	 
	17.	 	Termination, Modification. Change. If not sooner terminated by the Board, this Plan shall
terminate at the close of business on April 26. 2010. No Incentive Awards shall be made under the
Plan after its termination. Prior to a Change in Control, the Board may amend or terminate the Plan
as it shall deem advisable; provided that no change shall be made that increases the total number
of shares of Company Stock reserved for issuance pursuant to Incentive Awards granted under the
Plan (except pursuant to Section 18), or reduces the minimum exercise price for Options unless such
change is authorized by the shareholders of CSX. A termination or amendment of the Plan shall not,
without the consent of the Participant, adversely affect a Participant’s rights under an Incentive
Award previously granted to him or her. After a Change in Control, all amendments to the Plan are
subject to the approval of the Benefits Trust Committee.
	 
	18.	 	Change in Capital Structure.






	 	(a)	 	In the event of a stock dividend, stock split or combination of shares, share
exchange, recapitalization or merger in which CSX is the surviving corporation or
other change in CSX capital stock (including, but not limited to, the created or
issuance to shareholders generally of rights, options or warrants for the purchase of
common stock or preferred stock of CSX), the number and kind of shares of stock or
securities of CSX to be subject to the Plan and to Incentive Awards then outstanding
or to be granted, the maximum number of shares or securities which may be delivered
under the Plan under Sections 3(a), 3(b), 6(b) or 9, the exercise price, the terms of
incentive Awards and other relevant provisions shall be




 









 






	 	 	 	adjusted by the Committee in its discretion, whose determination shall be binding
on all persons. If the adjustment would produce fractional shares with respect to
any unexercised Option, the Committee may adjust appropriately the number of shares
covered by the Option so as to eliminate the fractional shares.






	 	(b)	 	If CSX is a party to a consolidation or a merger in which CSX is not the
surviving corporation, a transaction that results in the acquisition of substantially
all of CSR’s outstanding stock by a single person or entity, or a sale or transfer of
substantially all of CSX’s assets, the Committee may take such actions with respect to
outstanding Incentive Awards as the Committee deems appropriate.
	 
	 	(c)	 	Notwithstanding anything in the Plan to the contrary, the Committee may take
the foregoing actions without the consent of any Participant, and the Committee’s
determination shall be conclusive and binding on all persons for all purposes.






	19.	 	Administration of the Plan.






	 	(a)	 	Prior to a Change in Control, the Committee shall administer the Plan. The
Committee shall have general authority to impose any term, limitation or condition
upon an Incentive Award that the Committee deems appropriate to achieve the objectives
of the Incentive Award. The Committee may adopt rules and regulations for carrying out
the Plan with respect to Participants. The interpretation and construction of any
provision of the Plan by the Committee shall be final and conclusive as to any
Participant.
	 
	 	(b)	 	Except as provided in Section 5(b), the Committee shall have the power to
amend the terms of previously granted Incentive Awards that were granted by that
Committee as long as the terms as amended are consistent with the terms of the Plan
and provided that the consent of the Participant is obtained with respect to any
amendment that would be detrimental to him or her, except that such consent will not
be required if such amendment is for the purpose of complying with Rule 16b-3 or any
requirement of the Code applicable to the Incentive Award.
	 
	 	(c)	 	The Committee shall have the power and complete discretion (i) to delegate to
any individual, or to any group of individuals employed by the Company or any
Subsidiary, the authority to grant Stock Awards under the Plan and (ii) to determine
the terms and limitations of any delegation of authority; provided that no individual
Stock Award granted under a delegation by the Committee may exceed a Fair Market Value
of $100,000 on the Date of Grant.
	 
	 	(d)	 	Following a Change in Control, the Benefits Trust Committee, at its
discretion, may assume any or all of the duties and responsibilities of the




 









 






	 	 	 	Committee as to the Plan. All actions by the Benefits Trust Committee shall be
consistent with the provisions of the CSX Corporation and Affiliated Companies
Benefits Assurance Trust.






	 	(e)	 	If the Participant’s Employer is involved in a Divisive Transaction, the
Committee may take such actions with respect to outstanding Incentive Awards as the
Committee deems appropriate.
	 
	 	(f)	 	If a Participant or former Participant (1) becomes associated with, recruits
or solicits customers or other employees of an Employer, is employed by, renders
services to, or owns any interest in (other than any nonsubstantial interest, as
determined by the Committee) any business that is in competition with CSX, its
Subsidiaries, Foreign Affiliates or Affiliates, (2) has his employment terminated by
his Employer on account of actions by the Participant which are detrimental to the
interests of CSX, its Subsidiaries, Foreign Affiliates or Affiliates, or (3) engages
in, or has engaged in, conduct which the Committee determines to be detrimental to the
interests of CSX. the Committee may, in its sole discretion, cancel all outstanding
Incentive Awards, including immediately terminating any options held by the
Participant, regardless of whether then exercisable.
	 
	 	(g)	 	In the event of the death of a Participant, any outstanding Incentive Awards
that are otherwise exercisable may be exercised by the Participant’s Beneficiary or,
if no Beneficiary is designated, by the personal representative of the Participant’s
estate or by the person to whom rights under the Incentive Award shall pass by will or
the laws of descent and distribution.






	20.	 	Change in Control.






	 	(a)	 	Notwithstanding any provision of the Plan or any Incentive Award to the
contrary:






	 	(i)	 	upon the occurrence of the date of a Change in Control, (i)
all Options and Stock Appreciation Rights granted before February 13, 2001
shall become fully exercisable, (ii) all terms and conditions on Restricted
Stock and Restricted Stock Units granted before February 13, 2001 shall be
deemed satisfied, and (iii) all Performance Grants, Stock Awards and Dividend
Equivalents granted before February 13, 2001 shall be deemed to
be fully
earned and to be immediately payable in cash;
	 
	 	(ii)	 	upon the occurrence of the date of a Vesting Event, (i) all
Options and Stock Appreciation Rights granted on or after February 13, 2001
shall become fully exercisable, (ii) all terms and conditions on Restricted
Stock and Restricted Stock Units granted on or after February 13, 2001 shall
be deemed satisfied, and (iii) all Performance Grants, Stock Awards and
Dividend Equivalents




 









 






	 	 	 	granted on or after February 13, 2001 shall be deemed to
be fully earned
and to be immediately payable in cash;






	 	(iii)	 	all Options and Stock Appreciation Rights held by a
Participant (A) who resigns within three months after an event constituting
Good Reason or (B) whose employment is terminated without Cause by the Company
or an Affiliate, in either case upon or after an event described in Section
2(g)(iii) or 2(g)(iv) and prior to the earlier of (x) the consummation of such
event, i.e., actual change in ownership of Outstanding Corporation Common Stock,
Outstanding Corporation Voting Stock, and/or assets of CSX or its principal
Subsidiary and (y) the determination by the Board of Directors that such event
has been unwound or reversed or is no longer expected to be consummated, which
Options and Stock Appreciation Rights were not fully exercisable at the time
of such termination of employment, shall become fully exercisable upon the
consummation of the event described in Section 2(g)(iii) or 2(g)(iv), as
applicable. Such Options and Stock Appreciation Rights shall be exercisable
following the consummation of such event for the period specified in the
Incentive Award for exercise following termination of employment other than
due to death or Disability or until the expiration of the original option
term, if sooner; provided, that prior to consummation of such event or a Board
of Directors determination, as referenced above, such Options and Stock
Appreciation Rights shall remain outstanding and be exercisable only at the
time and to the extent set forth in the Incentive Award;
	 
	 	(iv)	 	any terms and conditions of all Restricted Stock and
Restricted Stock Units held by a Participant (A) who resigns within three
months if an event constituting Good Reason or (B) whose employment is
terminated without Cause by the Company or an Affiliate, in either case upon
or after an event described in Section 2(g)(iii) or 2(g)(iv) and prior to the
earlier of (x) the consummation of such event, i.e., actual change in
ownership of Outstanding Corporation Common Stock, Outstanding Corporation
Voting Stock, and/or assets of CSX or its principal Subsidiary and (y) the
determination by the Board of Directors that such event has been unwound or
reversed or is no longer expected to be consummated, which terms and
conditions had not been satisfied at the time of such termination of
employment, shall be deemed satisfied upon the consummation of the event
described in Section 2(g)(iii) or 2(g)(iv), as applicable; provided, that
prior to the consummation of such event or a Board of Directors determination,
as referenced above, such Restricted Stock and Restricted Stock Units shall
remain outstanding and be subject to the terms and conditions set forth in the
Incentive Award; and




 









 












	 	(v)	 	all Performance Grants, Stock Awards and Dividend Equivalents
held by a Participant (A) who resigns within three months of an event
constituting Good Reason or (B) whose employment is terminated without Cause
by the Company or an Affiliate, in either case upon or after an event
described in Section 2(g)(iii) or 2(g)(iv) and prior to a the earlier of(x)
the consummation of such event, i.e., actual change in ownership of Outstanding
Corporation Common Stock, Outstanding Corporation Voting Stock, and/or assets
of CSX or its principal Subsidiary and (y) the determination by the Board of
Directors that such event has been unwound, reversed, or is no longer expected
to be consummated, which had not been fully earned at the time of such
termination of employment, shall be deemed to be fully earned and immediately
payable in cash upon the consummation of the event described in Section
2(g)(iii) or 2(g)(iv), as applicable; provided, that prior to the consummation
of such event or a Board of Directors determination, as referenced above, such
Performance Grants, Stock Awards and Dividend Equivalents shall remain
outstanding and be subject to the terms and conditions set forth in the
Incentive Award.






	 	(b)	 	Upon a Change in Control, CSX or the Employer of the Participant shall, as
soon as possible, but in no event more than seven days following a Change in Control,
make an irrevocable contribution to the Benefits Trust in an amount that is sufficient
to pay each Participant or Beneficiary of this Plan the unfunded portion of the
benefits (i) to which Participants of this Plan or their Beneficiaries are entitled
and for which the Company is liable pursuant to the terms of this Plan as of the date
on which the Change in Control occurred and (ii) if the Change in Control is not also
a Vesting Event, to which Participant or their Beneficiaries would be entitled and for
which the Company would be liable if the Change of Control had been a Vesting Event.
The amount of the Company’s irrevocable contribution shall be based on the accounting
for the most recent calendar year or more recent period for the Plan, as approved by
an independent actuary or accountant engaged by the Company prior to the Change in
Control and approved by the Benefits Trust Committee, if selected or changed following
a Change in Control (the “Actuary”), and shall include an amount deemed necessary to
pay estimated administrative expenses for the following five years. The Benefits Trust
Committee shall cause such accounting to be updated, using participant data supplied
to the Actuary by the Company, through a date no earlier than the date of the initial
contribution and notify the Company of the amount of additional contributions required
as soon as possible. The Benefits Trust is the CSX Corporation and Affiliated
Companies Executives’ Trust or other similar trusts sponsored by CSX or another
Employer.






	21.	 	Interpretation. The terms of this Plan shall be governed by the laws of the Commonwealth of
Virginia without regard to its conflict of laws rules.