exv10w3






Exhibit 10.3




RESTRICTED STOCK UNIT AGREEMENT




          This
Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of May 5, 2010, by and
between CSX Corporation (“CSX”), a Virginia corporation, and                      (the “Recipient”). CSX
grants restricted stock units (“RSUs”) to encourage a long-term perspective and commitment from its
employees.




          In consideration of their mutual promises and undertakings, CSX and Recipient mutually agree
as follows:





	 	1.	 	Award. In consideration of Recipient’s continued and uninterrupted employment with
CSX, or an Affiliate thereof, for the period from May 5, 2010 through May 4, 2013 (the
“Restricted Period”), the Recipient is hereby granted                      RSUs wherein each unit
represents one share of CSX Corporation common stock, $1 par value (“CSX Stock”).
	 
	 	2.	 	Vesting. The RSUs shall fully vest upon Recipient’s completion of the Restricted
Period, except as provided below in Section 6.
	 
	 	3.	 	Settlement and Delivery of Shares with Holding Period. Payment of vested RSUs will
be paid as soon as practicable after completion of the Restricted Period in the form of CSX
Stock. Such shares may not be sold for a period of one year following receipt with the
following exceptions: (i) after the Recipient terminates employment, (ii) for payment by
Recipient of applicable withholding taxes, (iii) where Recipient sells shares in connection
with a change in control event as defined by the CSX Stock and Incentive Award Plan, and
(iv) a person or entity that acquires the shares from the Recipient by will or the laws of
descent and distribution.
	 
	 	4.	 	CSX Stock and Incentive Award Plan. The grant hereunder is made under the CSX
Stock and Incentive Award 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 RSUs 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, disability or
retirement, all RSUs 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, full and immediate vesting shall apply, and CSX Stock shall be awarded as soon
as practicable following such event. In the event of a termination of Recipient’s
employment before the end of the Restricted 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. The pro rata computation will be determined based upon the number of
months of employment completed during the Restricted Period relative to 36 months (the
total number of months in the Restricted Period).
	 
	 	 	 	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 RSUs granted to the Recipient that do 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 RSUs grant, 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 Units Prohibited. The RSUs may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed
of.
	 
	 	9.	 	Shareholder Rights. The RSUs shall confer no other shareholder rights upon the
Recipient except as provided herein unless and until such time as the award has been
settled by the transfer of CSX Stock to the Recipient
	 
	 	10.	 	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
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 
	 	 	 	 
	Name

	 	 	 	 	 	Title
	 
	 	 	 	 	 	 
	Employee No.:
	 	 	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






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